PROSPECTUS
JANUARY 1, 1998
BOSTON PARTNERS
BOND FUND
(INSTITUTIONAL SHARES)
(LOGO)
bp
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
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BOSTON PARTNERS BOND FUND
(INSTITUTIONAL CLASS)
OF
THE RBB FUND, INC.
Boston Partners Bond Fund (the "Fund") is an investment portfolio of The
RBB Fund, Inc. ("RBB"), an open-end management investment company. The shares of
the Institutional Class ("Shares") offered by this Prospectus represent
interests in the Fund. The investment objectives of the Fund are to maximize
total return by investing principally in investment grade fixed income
securities, and secondarily to seek current income.
This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated January 1, 1998, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311-9783 or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related material, on the SEC Internet
Web Site (http://www.sec.gov).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PROSPECTUS January 1, 1998
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EXPENSE TABLE
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The following tables illustrate all expenses and fees (after expected fee
waivers) that a shareholder would incur in the Fund. The expenses and fees in
the tables are based on expenses expected to be incurred for the Fund's initial
fiscal period.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
MANAGEMENT FEES (AFTER WAIVERS)* ............................... 0.00%
12b-1 Fees (after waivers)* .................................... 0.04%
Other Expenses ................................................. 0.56%
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Total Fund Operating Expenses (after waivers)* ................... 0.60%
====
* In the absence of fee waivers, Management Fees would be .40%, 12b-1 Fees
would be 0.15% and Total Fund Operating Expenses would be 1.11%.
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 THREE
YEAR YEARS
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Boston Partners Bond Fund....................... $6 $19
The Expense 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 Expense Table reflects
a voluntary waiver of "Management Fees" and "12b-1 fees" for the Fund, which are
expected to be in effect during the initial fiscal period. However, the Adviser
and Distributor are under no obligation with respect to such waivers and there
can be no assurance that any future waivers of Management fees or 12b-1 fees
will not vary from the figures reflected in the Expense Table.
The Example assumes that all dividends and distributions are reinvested and
that the amounts listed under "Annual Fund Operating Expenses" remain the same
in the years shown. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of this
Prospectus, the Fund has no performance history.
INTRODUCTION
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RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-two separate investment portfolios. The Shares offered by this Prospectus
represent interests in the Boston Partners Bond Fund. RBB was incorporated in
Maryland on February 29, 1988.
INVESTMENT OBJECTIVES AND POLICIES
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The investment objectives of the Fund are to maximize total return by
investing principally in investment grade fixed income securities, and
secondarily to seek current income.
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The Fund will invest during normal market conditions at least 75% of its
total assets in bonds, including corporate debt obligations and mortgage-backed
and asset-backed securities (collectively, "Debt Securities") rated
investment-grade or better at the time of purchase by Standard & Poor's ("S&P")
or Moody's Investors Service, Inc. ("Moody's") or which are similarly rated by
another nationally recognized statistical rating organization ("Rating
Organization") (including Fitch Investors Service, Inc., Duff & Phelps, Thomson
BankWatch and IBCA), or are unrated but deemed by Boston Partners Asset
Management L.P. (the "Adviser") to be comparable in quality to instruments so
rated. The Fund may invest up to 25% of its total assets in Debt Securities
rated "BB" and "B" by Moody's or "Ba" and "B" by S&P or which are similarly
rated by another Rating Organization or are unrated but are deemed by the
Adviser to be comparable in quality to instruments that are so rated.
Investment-grade Debt Securities are those rated at the time of purchase
"AAA," "AA," "A" or "BBB" by S&P, "Aaa," "Aa," "A" or "Baa" by Moody's or which
are similarly rated by another Rating Organization or are unrated but deemed by
the Adviser to be comparable in quality to instruments that are so rated. Debt
Securities rated "BBB" by S&P, "Baa" by Moody's or the equivalent rating of
another Rating Organization, while still deemed investment-grade, are considered
to have speculative characteristics and are more sensitive to economic change
than higher rated bonds. Debt Securities rated below the four highest ratings of
S&P or Moody's are often referred to as "junk bonds." Such Debt Securities are
rated below investment-grade and carry a higher degree of risk and are regarded,
on balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. See
"Risk Factors -- Lower Rated Securities."
The Adviser will select certain mortgage-backed and asset-backed securities
which it believes have superior risk/return characteristics versus other fixed
income instruments. Mortgage-backed securities represent pools of mortgage loans
assembled for sale to investors by various governmental agencies as well as by
private issuers. Asset-backed securities represent pools of other assets (such
as automobile installment purchase obligations and credit card receivables)
similarly assembled for sale by private issuers. See "Risk Factors --
Mortgage-Backed and Asset-Backed Securities" in this prospectus and "Investment
Objectives and Policies" in the Statement of Additional Information.
The Fund may also invest up to 15% of its total assets in each of the
following: collateralized mortgage obligations ("CMOs"), Yankee Bonds
(dollar-denominated debt securities of foreign issuers), non-dollar denominated
bonds of foreign or domestic issuers, securities that can be purchased and sold
privately to institutional investors pursuant to Rule 144A, and convertible Debt
Securities of U.S. and foreign issuers (including convertible preferred stock
and notes). See "Risk Factors" in this Prospectus and "Investment Objectives and
Policies" in the Statement of Additional Information.
The Fund may invest in debt securities issued by the U.S. Government or
government agencies, repurchase agreements and reverse repurchase agreements,
foreign currency exchange transactions, dollar rolls, futures, option contracts
(including options on futures) and stripped securities. The Fund may make
when-issued purchases and forward commitments. See "Risk Factors" in this
Prospectus and "Investment Objectives and Policies" in the Statement of
Additional Information.
The Fund may invest in registered investment companies and investment funds
in foreign countries subject to the provisions of the Investment Company Act of
1940, as amended (the "1940 Act"), and as discussed in "Investment Objectives
and Policies" in the Statement of Additional Information. If the Fund invests in
such investment companies, the Fund will bear its proportionate share of the
costs incurred by such companies, including investment advisory fees.
Although the Fund has no restriction as to the maximum or minimum duration
of any individual security held by it, during normal market conditions the
Fund's average effective duration will generally be within 5% of the duration of
the Lehman Brothers Aggregate Bond Index. "Duration" is a term used by
investment managers to express the average time to receipt of expected cash
flows (discounted to their present value) on a particular fixed income
instrument or a portfolio of instruments. Duration takes into account the
pattern of a security's cash flow over time, including how cash flow is affected
by prepayments and changes in interest rates. For example, the duration of a
five-year zero coupon bond that pays no interest or principal until the maturity
of the bond is five years. This is because a zero coupon bond produces no cash
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flow until the maturity date. On the other hand, a coupon bond that pays
interest semi-annually and matures in five years will have a duration of less
than five years, which reflects the semi-annual cash flows resulting from coupon
payments. Duration also generally defines the effect of interest rate changes on
bond prices. Generally, if interest rates increase by one percent, the value of
a security having an effective duration of five years would decrease in value by
five percent.
Any investment policy or limitation which involves a maximum or minimum
percentage of securities or assets shall not be considered to be violated unless
an excess over or a deficiency under the percentage occurs immediately after,
and is caused by, an acquisition or disposition of securities or utilization of
assets by the Fund. The foregoing does not apply to the Fund's borrowing
limitations or limit on purchases of illiquid securities.
The Fund's investment objectives and policies described above may be
changed by RBB's Board of Directors without the approval of the Fund's
shareholders.
INVESTMENT LIMITATIONS
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The Fund may not change the following investment limitations without
shareholder approval. (A complete list of the investment limitations that cannot
be changed without such a vote of the shareholders is contained in the Statement
of Additional Information under "Investment Objectives and Policies.")
The 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) are in excess of 5% of its total
assets. Securities held in escrow or separate accounts in connection with
the Fund's investment practices are not considered to be borrowings or
deemed to be pledged for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund retains the right to sell securities irrespective of how long they
have been held. The Adviser estimates that the annual turnover in the Fund will
be approximately 100%. High portfolio turnover (100% or more) will generally
result in higher transaction costs to a portfolio and may result in the
realization of short-term capital gains that are taxable to shareholders as
ordinary income.
RISK FACTORS
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INTEREST RATE RISK
Generally, the market value of fixed income securities is subject to
interest rate fluctuation and can be expected to vary inversely to changes in
the prevailing interest rates. Thus, the value of portfolio investments held by
the fund is likely to decline if prevailing interest rates rise, and vice versa.
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LOWER RATED SECURITIES
Investors should carefully consider the relative risks of investing in the
higher yielding (and, therefore, higher risk) debt securities rated below
investment-grade by S&P or Moody's, or which are similarly rated by another
Rating Organization or are unrated but deemed by the Adviser to be comparable to
instruments so rated.
The Fund's investments in obligations rated below the four highest ratings
of S&P and Moody's have different risks than investments in securities that are
rated "investment-grade." Risk of loss upon default by the borrower is
significantly greater because lower-rated securities are generally unsecured and
are often subordinated to other creditors of the issuer, and because the issuers
frequently have high levels of indebtedness and are more sensitive to adverse
economic conditions, such as recessions, individual corporate developments and
increasing interest rates than are investment-grade issuers. As a result, the
market price of such securities, and the net asset value of the Fund's Shares,
may be particularly volatile.
Additional risks associated with lower-rated fixed income securities are
(a) the relatively low trading market liquidity for the securities and (b) the
creditworthiness of the issuers of such securities. During an economic downturn
or substantial period of rising interest rates, highly-leveraged issuers may
experience financial stress that would adversely affect their ability to service
their principal and interest payment obligations, to meet projected business
goals and to obtain additional financing. An economic downturn could also
disrupt the market for lower-rated bonds generally and adversely affect the
value of outstanding bonds and the ability of the issuers to repay principal and
interest. If the issuer of a lower-rated security held by the Fund defaulted,
the Fund could incur additional expenses to seek recovery. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may also
decrease the values and liquidity of lower-rated securities held by the Fund,
especially in a thinly traded market. Finally, the Fund's trading in fixed
income securities entails risks that capital losses rather than gains will
result. As a result, investment in the Fund should not be considered a complete
investment program.
The Adviser will continually evaluate lower-rated securities and the
ability of their issuers to pay interest and principal. The Fund's ability to
achieve its investment objectives may be more dependent on the Adviser's credit
analysis than might be the case for a fund that invested in higher rated
securities. See the "Appendix" in the Statement of Additional Information for a
general description of securities ratings.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
Mortgage-backed securities, like other fixed income instruments, may be
subject to risks including price fluctuations due to interest rate changes. The
returns on mortgage-backed securities may also be negatively affected by changes
in principal pre-payment rates due to interest rate volatility.
Mortgage-related securities acquired by the Fund may include collateralized
mortgage obligations ("CMOs"), a type of derivative, issued by the Federal
National Mortgage Association, the Federal Home Loan Mortgage Corporation,
Government National Mortgage Association or other U.S. Government agencies or
instrumentalities, as well as by private issuers. CMOs may involve additional
risks other than those found in other types of mortgage-related obligations in
that they may exhibit more price volatility and interest rate risk than such
obligations. During periods of rising interest rates, CMOs may lose their
liquidity as CMO market makers may choose not to repurchase, or may offer prices
based on current market conditions, which are unacceptable to a fund based on
the fund's analysis of the market value of the security. See "Investment
Objectives and Policies" in the Statement of Additional Information.
Asset-backed securities are also subject to declines in market value during
periods of rising interest rates. Due to the possibility of prepayment of the
underlying obligations, asset-backed securities have less potential for capital
appreciation than other debt securities of comparable maturities during periods
of declining interest rates. As a result, asset-backed securities may be less
effective than other fixed income securities as a means of locking in attractive
interest rates for the long term.
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REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS
The Fund may enter into reverse repurchase agreements with respect to
portfolio securities for temporary purposes (such as to obtain cash to meet
redemption requests) when the liquidation of portfolio securities is deemed
disadvantageous or inconvenient by the Adviser. Reverse repurchase agreements
involve the sale of securities held by the Fund pursuant to the Fund's agreement
to repurchase the securities at an agreed-upon price, date and rate of interest.
Such agreements are considered to be borrowings under the Investment Company Act
of 1940 (the "1940 Act"), and may be entered into only for temporary or
emergency purposes. While reverse repurchase transactions are outstanding, the
Fund will maintain in a segregated account with the Fund's custodian or a
qualified sub-custodian, cash or liquid securities of an amount at least equal
to the market value of the securities, plus accrued interest, subject to the
agreement and will monitor the account to ensure that such value is maintained.
Reverse repurchase agreements involve the risk that the market value of the
securities sold by the Fund may decline below the price of the securities the
Fund is obligated to repurchase. The Fund may also enter into "dollar rolls," in
which it sells fixed income securities for delivery in the current month and
simultaneously contracts to repurchase substantially similar (same type, coupon
and maturity) securities on a specified future date. During the roll period, the
Fund would forgo principal and interest paid on such securities. The Fund would
be compensated by the difference between the current sales price and the forward
price for the future purchase, as well as by the interest earned on the cash
proceeds of the initial sale.
FOREIGN SECURITIES RISK
The Fund may invest in foreign securities, as described above. Investing in
securities of foreign issuers involves considerations not typically associated
with investing in securities of companies organized and operating in the United
States. Foreign securities generally are denominated and pay dividends or
interest in foreign currencies. The Fund may hold from time to time various
foreign currencies pending their investment in foreign securities or their
conversion into U.S. dollars. The value of the assets of the Fund as measured in
U.S. dollars may therefore be affected favorably or unfavorably by changes in
exchange rates. There may be less publicly available information concerning
foreign issuers than is available with respect to U.S. issuers. Foreign
securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign
Securities" in the Statement of Additional Information.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS
Because the Fund may buy and sell securities denominated in currencies
other than the U.S. dollar, and may receive interest and sale proceeds in
currencies other than the U.S. dollar, the Fund from time to time may enter into
foreign currency exchange transactions to convert the U.S. dollar to foreign
currencies, to convert foreign currencies to the U.S. dollar and to convert
foreign currencies to other foreign currencies. Forward foreign currency
exchange contracts are agreements to exchange one currency for another -- for
example, to exchange a certain amount of U.S. dollars for a certain amount of
Japanese yen -- at a future date and at a specified price. Typically, the other
party to a currency exchange contract will be a commercial bank or other
financial institution. A fund either enters into these transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market, or uses forward contracts to purchase or sell foreign currencies.
Forward foreign currency exchange contracts also allow the Fund to hedge
the currency risk of portfolio securities denominated in a foreign currency.
This technique permits the assessment of the merits of a security to be
considered separately from the currency risk. By separating the asset and the
currency decision, it is possible to focus on the opportunities presented by the
security apart from the currency risk. Although forward foreign currency
exchange contracts are of short duration, generally between one and twelve
months, the forward foreign currency exchange contracts are rolled over in a
manner consistent with a more long-term currency decision. There is a risk of
loss to the Fund if the other party does not complete the transaction.
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WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS
The Fund may purchase securities on a when-issued basis or enter into
forward commitment transactions. When the Fund agrees to purchase securities on
a when-issued basis or enters into a forward commitment to purchase securities,
the Custodian will set aside cash, U.S. Government securities or other liquid
assets equal to the amount of the purchase or the commitment in a separate
account. As a result, the Fund's liquidity and ability to manage its portfolio
might be affected in the event its when-issued purchases or forward commitments
ever exceeded 25% of the value of its assets. In the case of a forward
commitment to sell portfolio securities, the Custodian will hold the portfolio
securities in a segregated account while the commitment is outstanding. When the
Fund engages in when-issued and forward commitment transactions, it relies on
the other party to consummate the trade. Failure of such party to do so may
result in the Fund incurring a loss or missing an opportunity to obtain a price
considered to be advantageous.
OTHER
The Fund's use of certain investment techniques, including derivatives,
options and futures transactions, will subject the Fund to greater risk than
Funds that do not employ such techniques.
INVESTMENT METHODS GENERALLY
Investment methods described in this Prospectus are among those which the
Fund has the power to utilize. Some may be employed on a regular basis; others
may not be used at all. Accordingly, reference to any particular method or
technique carries no implication that it will be utilized or, if it is, that it
will be successful.
MANAGEMENT
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BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.
INVESTMENT ADVISER
Boston Partners Asset Management, L.P., located at One Financial Center,
43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of September 30, 1997, in excess of
$12.5 billion. The general partner of Boston Partners Asset Management, L.P. is
Boston Partners, Inc., a company that acts as a general partner to investment
advisers organized as limited partnerships.
Subject to the supervision and direction of RBB's Board of Directors, the
Adviser manages the Fund's portfolio in accordance with the Fund's investment
objectives and policies, makes investment decisions for the Fund, places orders
to purchase and sell securities and employs professional portfolio managers and
securities analysts who provide research services to the Fund. For its services
to the Fund, the Adviser is paid an advisory fee computed at an annual rate of
0.40% of the Fund's average daily net assets, which is calculated daily and paid
monthly. The Adviser has notified RBB, however, that it intends to waive
advisory fees during the Fund's initial fiscal period.
PORTFOLIO MANAGEMENT
The day-to-day portfolio management of the Fund is the responsibility of
William R. Leach who is a senior portfolio manager of the Adviser and Chairman
of the Fixed Income Strategy Committee. Prior to joining the Adviser in April
1995, Mr. Leach was employed by The Boston Company Asset Management, Inc. ("The
Boston Company") from 1988 through April 1995 where he was a senior portfolio
manager and Director of the Fixed Income Strategy Committee. Mr. Leach has over
15 years of investment experience and is a Chartered Financial Analyst ("CFA").
Mr. Leach will be
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assisted by Glenn S. Davis, Joseph F. Feeney, Jr. and Michael A. Mullaney. Mr.
Davis is a Fixed Income Portfolio Manager with the Adviser and is also a CFA.
Prior to joining the Adviser in April 1995, he was Vice President and Portfolio
Manager at The Boston Company, specializing in short and intermediate term
corporate bonds. Prior to that position, he was responsible for the Short-Term
Fixed Income Group at State Street Global Advisors. He has a total of 16 years
of investment experience. Mr. Feeney is a Fixed Income Portfolio Manager with
the Adviser and also a CFA. Prior to joining the Adviser in April 1995, he was
Assistant Vice President and Mortgage-Backed Securities Portfolio Manager for
Putnam Investments. Mr. Mullaney is a Fixed Income Portfolio Manager who joined
the Adviser in June 1997. From 1984 to 1997, he was employed at Putnam
Investments, most recently as Managing Director and Senior Investment
Strategist, specializing in portfolio strategy and management. His prior
experience included a position as a senior Consultant from 1981 to 1983 with
Chase Econometrics/Interactive Data Corporation, where he focused on
quantitative methodologies in fixed income and equity management. He has over 15
years of investment experience.
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. PFPC's
principal offices are located at 400 Bellevue Parkway, Wilmington, Delaware
19809. For its services, PFPC receives a fee calculated at an annual rate of
.125% of the Fund's average daily net assets, with a minimum annual fee of
$75,000 payable monthly on a pro rata basis. However, PFPC has notified the Fund
that it intends to waive one-half of its minimum annual fee during the Fund's
initial fiscal period.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN
PNC Bank, National Association ("PNC Bank") serves as the Fund's custodian
and PFPC serves as the Fund's transfer agent and dividend disbursing agent.
DISTRIBUTOR
Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary
of Warburg Pincus Asset Management, Inc. ("Warburg"), with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor for the
Shares pursuant to a distribution agreement (the "Distribution Agreement") with
RBB on behalf of the Shares.
EXPENSES
The expenses of the Fund are deducted from its total income before
dividends are paid. These expenses include, but are not limited to: distribution
fees; fees paid to the Adviser and PFPC; fees and expenses of officers and
directors who are not affiliated with any of RBB's investment advisers,
sub-advisers or the Distributor; taxes; interest; legal fees; custodian fees;
auditing fees; brokerage fees and commissions; certain of the fees and expenses
of registering and qualifying the Fund and the Shares for distribution under
federal and state securities laws; expenses of preparing prospectuses and
statements of additional information and of printing and distributing them
annually to existing shareholders that are not attributable to a particular
class of shares of RBB; the expense of reports to shareholders, shareholders'
meetings and proxy solicitations that are not attributable to a particular class
of shares of RBB; fidelity bond and directors and officers' liability insurance
premiums; the expense of using independent pricing services; and other expenses
that are not expressly assumed by the Adviser under its investment advisory
agreement with respect to the Fund. Any general expenses of RBB that are not
readily identifiable as belonging to a particular investment portfolio of RBB
will be allocated among all investment portfolios of RBB based upon the relative
net assets of the investment portfolios. Distribution expenses, transfer agency
expenses, expenses of preparation, printing and distributing prospectuses,
statements of additional information, proxy statements and reports to
shareholders and registration fees, identified as belonging to a particular
class, are allocated to such class.
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The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.
DISTRIBUTION OF SHARES
================================================================================
The Board of Directors of RBB has approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee, which is accrued daily and paid monthly, of up
to 0.15% on an annualized basis of the average daily net assets of the Fund. The
actual amount of such compensation under the Plan is agreed upon by RBB's Board
of Directors and by the Distributor in the Distribution Agreement. Under the
Distribution Agreement, the Distributor has agreed to accept compensation for
its services thereunder and under the Plan in the amount of 0.04% on the first
$200 million of the average daily net assets of the Fund on an annualized basis
in any year and 0.05% thereafter. The Distributor may, in its discretion, from
time to time waive voluntarily all or any portion of its distribution fee.
Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of Shares of the
Fund, (ii) ongoing servicing and/or maintenance of the accounts of shareholders
of the Fund, and (iii) sub-transfer agency services, subaccounting services or
administrative services related to the sale of the Shares of the Fund, all as
set forth in the Plan. The Distributor may pay for the cost of printing
(excluding typesetting) and mailing to prospective investors prospectuses and
other materials relating to the Fund as well as for related direct mail,
advertising and promotional expenses.
The Plan obligates the Fund, during the period it is in effect, to accrue
and pay to the Distributor on behalf of the Fund the fee agreed to under the
Distribution Plan. Payments under the Plan are not tied exclusively to expenses
actually incurred by the Distributor, and the payments may exceed distribution
expenses actually incurred.
HOW TO PURCHASE SHARES
================================================================================
GENERAL
Shares representing interests in the Fund are offered continuously for sale
by the Distributor and may be purchased without imposition of a sales charge.
Shares may be purchased initially by completing the application included in this
Prospectus and forwarding the application to the Fund's transfer agent, PFPC.
Purchases of Shares may be effected by wire to an account to be specified by
PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston Partners Bond Fund" c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. The name of the Fund, Boston Partners Bond Fund, must also
appear on the check or Federal Reserve Draft. Shareholders may not purchase
shares of the Boston Partners Bond Fund with a check issued by a third party and
endorsed over to the Fund. Federal Reserve Drafts are available at national
banks or any state bank which is a member of the Federal Reserve System. Initial
investments in the Fund must be at least $100,000 and subsequent investments
must be at least $5,000. For purposes of meeting the minimum initial purchase,
clients which are part of endowments, foundations or other related groups may be
aggregated. The Fund reserves the right to suspend the offering of Shares for a
period of time or to reject any purchase order.
Shares may be purchased by principals and employees of the Adviser and by
their spouses and children either directly or through any trust that has the
principal, employee, spouse or child as the primary beneficiaries, their
individual retirement accounts, or any pension and profit-sharing plan of the
Adviser without being subject to the minimum investment limitations.
9
<PAGE>
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, Dr. Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent
Monday when one of these holidays falls on a Saturday or Sunday.
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 a purchase order is received in good order by the Fund or its agents.
Orders received by the Fund or its agents after the close of regular trading on
the New York Stock Exchange, Inc. (currently 4:00 p.m., Eastern time) are priced
at the net asset value next determined on the following business day. In those
cases where an investor pays for Shares by check, the purchase will be effected
at the net asset value next determined after the Fund or its agents receives the
order and the completed application.
An investor may also purchase Shares by having his bank or his broker wire
Federal Funds to PFPC. An investor's bank or broker may impose a charge for this
service. The Fund does not currently impose a service charge for effecting wire
transfers but reserves the right to do so in the future. In order to ensure
prompt receipt of an investor's Federal Funds wire, for an initial investment it
is important that an investor follows these steps:
A. Telephone the Fund's transfer agent, PFPC, toll-free (888) 261-4073,
and provide PFPC with your name, address, telephone number, Social Security
or Tax Identification Number, the Fund selected, the amount being wired,
and by which bank. PFPC will then provide an investor with a Fund account
number. Investors with existing accounts should also notify PFPC prior to
wiring funds.
B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:
PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the Fund)
FOR PURCHASE OF: Boston Partners Bond Fund
AMOUNT: (amount to be invested)
C. Fully complete and sign the application and mail it to the address
shown thereon. PFPC will not process purchases until it receives a fully
completed and signed application.
For subsequent investments, an investor should follow steps A and B above.
Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account on a regular
basis. Investors desiring to participate in the automatic investing program
should call the Fund's transfer agent, PFPC, at (888) 261-4073 to obtain the
appropriate forms.
HOW TO REDEEM AND EXCHANGE SHARES
================================================================================
REDEMPTION BY MAIL
Shareholders may redeem for cash some or all of their Shares of the Fund at
any time. To do so, a written request in proper form must be sent directly to
Boston Partners Bond Fund c/o PFPC Inc., P.O. Box 8852, Wilmington, Delaware
19899-8852. There is no charge for a redemption.
A request for redemption must be signed by all persons in whose names the
Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds
10
<PAGE>
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<PAGE>
BOSTON PARTNERS BOND FUND bp
(INSTITUTIONAL CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------
<TABLE>
<CAPTION>
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 | [Checkbox] Individual [Checkbox] Joint Tenant [Checkbox] 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: [Checkbox] 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 | STREET OR P.O. BOX AND/OR APARTMENT NUMBER
| Mailing |
| 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 Bond Fund.
| Information: |
- ---------------- Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over to
the Fund.
- ----------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid by check. If not options are selected below, both
OPTIONS: dividends and capital gains will be reinvested in additional Fund shares.
- ----------------
INTEREST: Pay by check [Checkbox] Reinvest [Checkbox] CAPITAL GAINS: Pay by check [Checkbox] Reinvest [Checkbox]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
- ---------------- To use this option, you must initial the appropriate line below.
| 4 | I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares
| Telephone | in my account(s) by telephone in accordance with the procedures and conditions set forth in the
| Redemption | Fund's current prospectus.
| or Exchange:
- ----------------
---------------------------------- -------------------------------Redeem shares, and send the proceeds to
individual initial joint initial the address of record.
---------------------------------- -------------------------------Exchange shares for shares of The Boston
individual initial joint initial Partners Large Cap Value Fund and
Mid Cap Value Fund.
- ---------------- The Automatic Investment Plan which is available to shareholders of the Fund, makes possible regularly
| 5 | scheduled purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can
| Automatic | arrange for an amount of money selected by you to be deducted from your checking account and used to
| Investment | purchase shares of 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.
[Checkbox] Monthly [Checkbox] Every Alternate Month [Checkbox] Quarterly [Checkbox] 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 age
| 6 | to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for the
| | Fund in which I (we) am (are) investing.
| Signatures: |
- ---------------- Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to
be issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.
NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE INTERNAL
REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION
REQUIRED TO AUDIT BACKUP WITHHOLDING.
-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE
-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE
-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must indicate
capacity.)
For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS BOND FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
</TABLE>
<PAGE>
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<PAGE>
are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed according to the procedures described below under "Exchange
Privilege."
Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. In the case of shareholders holding share
certificates, the certificates for the shares being redeemed must accompany the
redemption request. Additional documentary evidence of authority is also
required by the Fund's transfer agent in the event redemption is requested by a
corporation, partnership, trust, fiduciary, executor or administrator.
INVOLUNTARY REDEMPTION
RBB reserves the right to redeem a shareholder's account at any time the
net asset value of the account falls below $500 as the result of a redemption or
an exchange request. Shareholders will be notified in writing that the value of
their account is less than $500 and will be allowed 30 days to make additional
investments before the redemption is processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by the
Fund or its agents. Payment for Shares redeemed is made by check mailed within
seven days after acceptance by the Fund or its agents of the request and any
other necessary documents in proper order. Such payment may be postponed or the
right of redemption suspended as provided by law. If the Shares to be redeemed
have been recently purchased by check, PFPC may delay mailing a redemption check
for up to 15 days, pending a determination that the check has cleared. The Fund
has elected to be governed by Rule 18f-1 under the 1940 Act so that it is
obligated to redeem its Shares solely in cash up to the lesser of $250,000 or 1%
of its net asset value during any 90-day period for any one shareholder of a
portfolio.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state
in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Institutional Shares of the Boston Partners
Large Cap Value Fund or the Boston Partners Mid Cap Value Fund, subject to
restrictions described under "Exchange Privilege Limitations" below. Such
exchange will be effected at the net asset value of the exchanged Fund and the
net asset value of the Boston Partners Large Cap Value Fund or Boston Partners
Mid Cap Value Fund next determined after receipt of a request for an exchange by
the Fund or its agents. An exchange of Shares will be treated as a sale for
federal income tax purposes. See "Taxes." A shareholder wishing to make an
exchange may do so by sending a written request to PFPC.
If the exchanging shareholder does not currently own Institutional Shares
of the Boston Partners Large Cap Value Fund or Boston Partners Mid Cap Value
Fund, a new account will be established with the same registration, dividend and
capital gain options as the account from which shares are exchanged, unless
otherwise specified in writing by the shareholder with all signatures
guaranteed. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not part of these programs will not be accepted. The
exchange privilege may be modified or terminated at any time, or from time to
time, by RBB, upon 60 days' written notice to shareholders.
If an exchange is to a new account in the Boston Partners Large Cap Value
Fund or Boston Partners Mid Cap Value Fund, the dollar value of Shares acquired
must equal or exceed that Fund's minimum for a new account; if to an existing
account, the dollar value must equal or exceed that Fund's minimum for
subsequent investments. If any amount remains in the Fund from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.
11
<PAGE>
EXCHANGE PRIVILEGE LIMITATIONS
The Fund's exchange privilege is not intended to afford shareholders a way
to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Fund has
established a policy of limiting excessive exchange activity.
Shareholders are entitled to three (3) exchange redemptions (at least 30
days apart) from the Fund during any twelve-month period. Notwithstanding these
limitations, the Fund reserves the right to reject any purchase request
(including purchases by exchange) that is deemed to be disruptive to efficient
portfolio management.
TELEPHONE TRANSACTIONS
In order to request an exchange or redemption by telephone, a shareholder
must have completed and returned an account application containing the
appropriate telephone election. To add a telephone option to an existing account
that previously did not provide for this option, a Telephone Exchange
Authorization Form must be filed with PFPC. These forms are available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to request the exchange or redemption by calling (888) 261-4073.
Neither RBB, the Fund, the Distributor, the Administrator nor any Fund agent
will be liable for any loss, liability, cost or expense for following RBB's
telephone transaction procedures described below or for following instructions
communicated by telephone that they reasonably believe to be genuine.
RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account social
security number and name of the Fund, all of which must match RBB's records; (3)
requiring RBB's service representative to complete a telephone transaction form,
listing all of the above caller identification information; (4) permitting
exchanges only if the two account registrations are identical; (5) requiring
that redemption proceeds be sent only by check to the account owners of record
at the address of record, or by wire only to the owners of record at the bank
account of record; (6) sending a written confirmation for each telephone
transaction to the owners of record at the address of record within five (5)
business days of the call; and (7) maintaining tapes of telephone transactions
for six months, if the Fund elects to record shareholder telephone transactions.
For accounts held of record by broker-dealers (other than the Distributor),
financial institutions, securities dealers, financial planners and other
industry professionals, additional documentation or information regarding the
scope of a caller's authority is required. Finally, for telephone transactions
in accounts held jointly, additional information regarding other account holders
is required. Telephone transactions will not be permitted in connection with IRA
or other retirement plan accounts or by an attorney-in-fact under a power of
attorney.
NET ASSET VALUE
================================================================================
The net asset value for each class of the Fund is calculated by adding the
value of the proportionate interest of each class in the Fund's securities, cash
and other assets, deducting the actual and accrued liabilities of each class and
dividing by the total number of outstanding shares of the class. 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
12
<PAGE>
value as determined in good faith by or under the direction of RBB's Board of
Directors. The amortized cost method of valuation may also be used with respect
to debt obligations with sixty days or less remaining to maturity.
With the approval of the Board of Directors, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
================================================================================
The Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of the Fund to the Fund's shareholders. All
distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.
The Fund will declare and pay dividends from net investment income monthly.
Net realized capital gains (including net short-term capital gains), if any,
will be distributed at least annually.
TAXES
================================================================================
The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Fund and its shareholders and is not
intended as a substitute for careful tax planning. Accordingly, investors in the
Fund should consult their tax advisers with specific reference to their own tax
situation.
The Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, it will be relieved of federal income tax
on amounts distributed to shareholders, but shareholders, unless otherwise
exempt, will pay income or capital gains taxes on amounts so distributed (except
distributions that are treated as a return of capital) regardless of whether
such distributions are paid in cash or reinvested in additional shares.
Distributions out of the "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), if any, of the Fund, and out of
the portion of such net capital gain that constitutes mid-term capital gain,
will be taxed to shareholders as long-term capital gain or mid-term capital
gain, as the case may be, regardless of the length of time a shareholder has
held his shares, whether such gain was reflected in the price paid for the
shares, or whether such gain was attributable to bonds bearing tax-exempt
interest. 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.
13
<PAGE>
MULTI-CLASS STRUCTURE
================================================================================
The Fund offers one other class of shares, Investor 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 the
other class may be obtained by calling the Fund at (800) 311-9783 or 9829.
DESCRIPTION OF SHARES
================================================================================
RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 13.93 billion shares are currently classified into
82 different classes of Common Stock. See "Description of Shares" in the
Statement of Additional Information."
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS BOND FUND AND DESCRIBE ONLY THE
INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS
RELATING TO THE BOSTON PARTNERS BOND FUND.
Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.
RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
Holders of Shares of the Fund will vote in the aggregate and not by class
on all matters, except where otherwise required by law. Further, shareholders of
all investment portfolios of RBB will vote in the aggregate and not by portfolio
except as otherwise required by law or when the Board of Directors determines
that the matter to be voted upon affects only the interests of the shareholders
of a particular investment portfolio. (See the Statement of Additional
Information under "Additional Information Concerning Fund Shares" for examples
of when the 1940 Act requires voting by investment portfolio or by class.)
Shareholders of the Fund are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative and, accordingly, the holders of more
than 50% of the aggregate shares of Common Stock of the Fund may elect all of
the directors.
As of October 6, 1997, to the Fund's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
================================================================================
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to the Fund's
transfer agent, PFPC Inc., at Bellevue Park Corporate Center, 400 Bellevue
Parkway, Wilmington, Delaware 19809, toll-free (888) 261-4073.
14
<PAGE>
SHARE CERTIFICATES
In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.
HISTORICAL PERFORMANCE INFORMATION
The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis since inception and for
the year ended September 30, 1997. The Composite is comprised of all of the
Adviser's institutional accounts and other privately managed accounts with
investment objectives, policies and strategies substantially similar to those of
the Fund, although the accounts have operating histories, whereas the Fund had
not commenced operations as of September 30, 1997. The Composite performance
information includes the reinvestment of interest received by the underlying
securities, realized and unrealized gains and losses, and reflects the payment
of investment advisory fees. The Composite performance does not reflect custody
fees or administrative fees that may be charged by banks, fiduciaries or other
third parties in connection with these institutional and privately managed
accounts. The privately managed accounts in the Composite are only available to
the Adviser's institutional advisory clients. The past performance of the
accounts which comprise the Composite is not indicative of the future
performance of the Fund. These accounts have lower investment advisory fees than
the Fund and the Composite performance figures would have been lower if subject
to the higher fees and expenses to be incurred by the Fund. These private
accounts are also not subject to the same investment limitations,
diversification requirements and other restrictions which are imposed upon
mutual funds under the 1940 Act and the Internal Revenue Code, which, if
imposed, may have adversely affected the performance results of the Composite.
As of September 30, 1997, the Fund had not yet commenced investment operations
and therefore had no performance record of its own. Listed below the performance
history for the Composite is a comparative index comprised of securities similar
to those in which accounts contained in the Composite are invested.
Average annualized investment returns for the period ended September 30,
1997
SINCE
ONE YEAR INCEPTION
-------- ---------
Composite Performance....................... 12.9% 9.4%*
Lehman Brothers Aggregate Bond Index........ 9.7% 7.4%**
The Lehman Brothers Aggregate Bond Index is a broad market-weighted index,
which encompasses three major classes of investment-grade, fixed-income
securities with maturities greater than one year, including U.S. Treasury
securities, corporate bonds and mortgage-backed securities.
* The Adviser commenced managing these accounts on June 1, 1995.
** Since June 1, 1995.
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its performance, including
comparisons of its yield or total return 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
invest-
15
<PAGE>
ment return. For example, the Fund's total return may be compared with data
published by Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.
or Weisenberger Investment Company Service, or with the performance of the
Lehman Brothers Aggregate Bond Index. Performance information may also include
evaluation of the Fund by nationally recognized ranking services and information
as reported in financial publications such as BUSINESS WEEK, FORTUNE,
INSTITUTIONAL INVESTOR, MONEY MAGAZINE, FORBES, BARRON'S, THE WALL STREET
JOURNAL, THE NEW YORK TIMES, or other national, regional or local publications.
All advertisements containing performance data will include a legend disclosing
that such performance data represents past performance and that the investment
return and principal value of an investment will fluctuate so that an investor's
Shares, when redeemed, may be worth more or less than their original cost.
16
<PAGE>
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<PAGE>
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<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
-----------------
TABLE OF CONTENTS
PAGE
----
EXPENSE TABLE ............................................................. 2
INTRODUCTION .............................................................. 2
INVESTMENT OBJECTIVES AND POLICIES ........................................ 2
INVESTMENT LIMITATIONS .................................................... 4
RISK FACTORS .............................................................. 4
MANAGEMENT ................................................................ 7
DISTRIBUTION OF SHARES .................................................... 9
HOW TO PURCHASE SHARES .................................................... 9
HOW TO REDEEM AND EXCHANGE SHARES ......................................... 10
NET ASSET VALUE ........................................................... 12
DIVIDENDS AND DISTRIBUTIONS ............................................... 13
TAXES ..................................................................... 13
MULTI-CLASS STRUCTURE ..................................................... 14
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 LLP
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
<PAGE>
PROSPECTUS
JANUARY 1, 1998
BOSTON PARTNERS
BOND FUND
(INVESTOR SHARES)
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
[LOGO OMITTED]
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BOSTON PARTNERS BOND FUND
(INVESTOR CLASS)
OF
THE RBB FUND, INC.
Boston Partners Bond Fund (the "Fund") is an investment portfolio of The
RBB Fund, Inc. ("RBB"), an open-end management investment company. The shares of
the Investor Class ("Shares") offered by this Prospectus represent interests in
the Fund. The investment objectives of the Fund are to maximize total return by
investing principally in investment grade fixed income securities, and
secondarily to seek current income.
This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated January 1, 1998, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311-9783 or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related material, on the SEC Internet
Web Site (http://www.sec.gov).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PROSPECTUS January 1, 1998
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EXPENSE TABLE
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The following tables illustrate all expenses and fees (after expected fee
waivers) that a shareholder would incur in the Fund. The expenses and fees in
the tables are based on expenses expected to be incurred for the Fund's initial
fiscal period.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees (after waivers)* .............................. 0.00%
12b-1 Fees .................................................... 0.25%
Other Expenses ................................................ 0.60%
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Total Fund Operating Expenses (after waivers)* .................. 0.85%
====
*In the absence of fee waivers, Management Fees would be 0.40% and Total Fund
Operating Expenses would be 1.25%.
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 THREE
YEAR YEARS
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Boston Partners Bond Fund ......................... $9 $27
The Expense 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 Expense Table reflects
a voluntary waiver of "Management Fees" for the Fund which is expected to be in
effect during the initial fiscal period. However, the Adviser is under no
obligation with respect to such waiver and there can be no assurance that any
future waivers of Management fees will not vary from the figure reflected in the
Expense Table.
The Example in the Expense Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses" remain the same in the years shown. THE EXAMPLE SHOULD NOT
BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of this
Prospectus, the Fund has no performance history.
INTRODUCTION
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RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-two separate investment portfolios. The Shares offered by this Prospectus
represent interests in the Boston Partners Bond Fund. RBB was incorporated in
Maryland on February 29, 1988.
INVESTMENT OBJECTIVES AND POLICIES
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The investment objectives of the Fund are to maximize total return by
investing principally in investment grade fixed income securities, and
secondarily to seek current income.
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The Fund will invest during normal market conditions at least 75% of its
total assets in bonds, including corporate debt obligations and mortgage-backed
and asset-backed securities (collectively, "Debt Securities") rated
investment-grade or better at the time of purchase by Standard & Poor's ("S&P")
or Moody's Investors Service, Inc. ("Moody's") or which are similarly rated by
another nationally recognized statistical rating organization ("Rating
Organization") (including Fitch Investors Service, Inc., Duff & Phelps, Thomson
BankWatch and IBCA), or are unrated but deemed by Boston Partners Asset
Management L.P. (the "Adviser") to be comparable in quality to instruments so
rated. The Fund may invest up to 25% of its total assets in Debt Securities
rated "BB" and "B" by Moody's or "Ba" and "B" by S&P or which are similarly
rated by another Rating Organization or are unrated but are deemed by the
Adviser to be comparable in quality to instruments that are so rated.
Investment-grade Debt Securities are those rated at the time of purchase
"AAA," "AA," "A" or "BBB" by S&P, "Aaa," "Aa," "A" or "Baa" by Moody's or which
are similarly rated by another Rating Organization or are unrated but deemed by
the Adviser to be comparable in quality to instruments that are so rated. Debt
Securities rated "BBB" by S&P, "Baa" by Moody's or the equivalent rating of
another Rating Organization, while still deemed investment-grade, are considered
to have speculative characteristics and are more sensitive to economic change
than higher rated bonds. Debt Securities rated below the four highest ratings of
S&P or Moody's are often referred to as "junk bonds." Such Debt Securities are
rated below investment-grade and carry a higher degree of risk and are regarded,
on balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. See
"Risk Factors -- Lower Rated Securities."
The Adviser will select certain mortgage-backed and asset-backed securities
which it believes have superior risk/return characteristics versus other fixed
income instruments. Mortgage-backed securities represent pools of mortgage loans
assembled for sale to investors by various governmental agencies as well as by
private issuers. Asset-backed securities represent pools of other assets (such
as automobile installment purchase obligations and credit card receivables)
similarly assembled for sale by private issuers. See "Risk Factors --
Mortgage-Backed and Asset-Backed Securities" in this prospectus and "Investment
Objectives and Policies" in the Statement of Additional Information.
The Fund may also invest up to 15% of its total assets in each of the
following: collateralized mortgage obligations ("CMOs"), Yankee Bonds
(dollar-denominated debt securities of foreign issuers), non-dollar denominated
bonds of foreign or domestic issuers, securities that can be purchased and sold
privately to institutional investors pursuant to Rule 144A, and convertible Debt
Securities of U.S. and foreign issuers (including convertible preferred stock
and notes). See "Risk Factors" in this Prospectus and "Investment Objectives and
Policies" in the Statement of Additional Information.
The Fund may invest in debt securities issued by the U.S. Government or
government agencies, repurchase agreements and reverse repurchase agreements,
foreign currency exchange transactions, dollar rolls, futures, option contracts
(including options on futures) and stripped securities. The Fund may make
when-issued purchases and forward commitments. See "Risk Factors" in this
Prospectus and "Investment Objectives and Policies" in the Statement of
Additional Information.
The Fund may invest in registered investment companies and investment funds
in foreign countries subject to the provisions of the Investment Company Act of
1940, as amended (the "1940 Act"), and as discussed in "Investment Objectives
and Policies" in the Statement of Additional Information. If the Fund invests in
such investment companies, the Fund will bear its proportionate share of the
costs incurred by such companies, including investment advisory fees.
Although the Fund has no restriction as to the maximum or minimum duration
of any individual security held by it, during normal market conditions the
Fund's average effective duration will generally be within 5% of the duration of
the Lehman Brothers Aggregate Bond Index. "Duration" is a term used by
investment managers to express the average time to receipt of expected cash
flows (discounted to their present value) on a particular fixed income
instrument or a portfolio of instruments. Duration takes into account the
pattern of a security's cash flow over time, including how cash flow is affected
by prepayments and changes in interest rates. For example, the duration of a
five-year zero coupon bond that
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pays no interest or principal until the maturity of the bond is five years. This
is because a zero coupon bond produces no cash flow until the maturity date. On
the other hand, a coupon bond that pays interest semi-annually and matures in
five years will have a duration of less than five years, which reflects the
semi-annual cash flows resulting from coupon payments. Duration also generally
defines the effect of interest rate changes on bond prices. Generally, if
interest rates increase by one percent, the value of a security having an
effective duration of five years would decrease in value by five percent.
Any investment policy or limitation which involves a maximum or minimum
percentage of securities or assets shall not be considered to be violated unless
an excess over or a deficiency under the percentage occurs immediately after,
and is caused by, an acquisition or disposition of securities or utilization of
assets by the Fund. The foregoing does not apply to the Fund's borrowing
limitations or limit on purchases of illiquid securities.
The Fund's investment objectives and policies described above may be
changed by RBB's Board of Directors without the approval of the Fund's
shareholders.
INVESTMENT LIMITATIONS
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The Fund may not change the following investment limitations without
shareholder approval. (A complete list of the investment limitations that cannot
be changed without such a vote of the shareholders is contained in the Statement
of Additional Information under "Investment Objectives and Policies.")
The 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) are in excess of 5% of its total
assets. Securities held in escrow or separate accounts in connection with
the Fund's investment practices are not considered to be borrowings or
deemed to be pledged for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund retains the right to sell securities irrespective of how long they
have been held. The Adviser estimates that the annual turnover in the Fund will
be approximately 100%. High portfolio turnover (100% or more) will generally
result in higher transaction costs to a portfolio and may result in the
realization of short-term capital gains that are taxable to shareholders as
ordinary income.
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RISK FACTORS
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INTEREST RATE RISK
Generally, the market value of fixed income securities is subject to
interest rate fluctuation and can be expected to vary inversely to changes in
the prevailing interest rates. Thus, the value of portfolio investments held by
the Fund is likely to decline if prevailing interest rates rise, and vice versa.
LOWER RATED SECURITIES
Investors should carefully consider the relative risks of investing in the
higher yielding (and, therefore, higher risk) debt securities rated below
investment-grade by S&P or Moody's, or which are similarly rated by another
Rating Organization or are unrated but deemed by the Adviser to be comparable to
instruments so rated.
The Fund's investments in obligations rated below the four highest ratings
of S&P and Moody's have different risks than investments in securities that are
rated "investment-grade." Risk of loss upon default by the borrower is
significantly greater because lower-rated securities are generally unsecured and
are often subordinated to other creditors of the issuer, and because the issuers
frequently have high levels of indebtedness and are more sensitive to adverse
economic conditions, such as recessions, individual corporate developments and
increasing interest rates than are investment-grade issuers. As a result, the
market price of such securities, and the net asset value of the Fund's Shares,
may be particularly volatile.
Additional risks associated with lower-rated fixed income securities are
(a) the relatively low trading market liquidity for the securities and (b) the
creditworthiness of the issuers of such securities. During an economic downturn
or substantial period of rising interest rates, highly-leveraged issuers may
experience financial stress that would adversely affect their ability to service
their principal and interest payment obligations, to meet projected business
goals and to obtain additional financing. An economic downturn could also
disrupt the market for lower-rated bonds generally and adversely affect the
value of outstanding bonds and the ability of the issuers to repay principal and
interest. If the issuer of a lower-rated security held by the Fund defaulted,
the Fund could incur additional expenses to seek recovery. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may also
decrease the values and liquidity of lower-rated securities held by the Fund,
especially in a thinly traded market. Finally, the Fund's trading in fixed
income securities entails risks that capital losses rather than gains will
result. As a result, investment in the Fund should not be considered a complete
investment program.
The Adviser will continually evaluate lower-rated securities and the
ability of their issuers to pay interest and principal. The Fund's ability to
achieve its investment objectives may be more dependent on the Adviser's credit
analysis than might be the case for a fund that invested in higher rated
securities. See the "Appendix" in the Statement of Additional Information for a
general description of securities ratings.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
Mortgage-backed securities, like other fixed income instruments, may be
subject to risks, including price fluctuations due to interest rate changes. The
returns on mortgage-backed securities may also be negatively affected by changes
in principal pre-payment rates due to interest rate volatility.
Mortgage-related securities acquired by the Fund may include collateralized
mortgage obligations ("CMOs"), a type of derivative, issued by the Federal
National Mortgage Association, the Federal Home Loan Mortgage Corporation,
Government National Mortgage Association or other U.S. Government agencies or
instrumentalities, as well as by private issuers. CMOs may involve additional
risks other than those found in other types of mortgage-related obligations in
that they may exhibit more price volatility and interest rate risk than such
obligations. During periods of rising interest rates, CMOs may lose their
liquidity as CMO market makers may choose not to repurchase, or may offer prices
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based on current market conditions, which are unacceptable to a fund based on
the fund's analysis of the market value of the security. See "Investment
Objectives and Policies" in the Statement of Additional Information.
Asset-backed securities are also subject to declines in market value during
periods of rising interest rates. Due to the possibility of prepayment of the
underlying obligations, asset-backed securities have less potential for capital
appreciation than other debt securities of comparable maturities during periods
of declining interest rates. As a result, asset-backed securities may be less
effective than other fixed income securities as a means of locking in attractive
interest rates for the long term.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS
The Fund may enter into reverse repurchase agreements with respect to
portfolio securities for temporary purposes (such as to obtain cash to meet
redemption requests) when the liquidation of portfolio securities is deemed
disadvantageous or inconvenient by the Adviser. Reverse repurchase agreements
involve the sale of securities held by the Fund pursuant to the Fund's agreement
to repurchase the securities at an agreed-upon price, date and rate of interest.
Such agreements are considered to be borrowings under the Investment Company Act
of 1940 (the "1940 Act"), and may be entered into only for temporary or
emergency purposes. While reverse repurchase transactions are outstanding, the
Fund will maintain in a segregated account with the Fund's custodian or a
qualified sub-custodian, cash or liquid securities of an amount at least equal
to the market value of the securities, plus accrued interest, subject to the
agreement and will monitor the account to ensure that such value is maintained.
Reverse repurchase agreements involve the risk that the market value of the
securities sold by the Fund may decline below the price of the securities the
Fund is obligated to repurchase. The Fund may also enter into "dollar rolls," in
which it sells fixed income securities for delivery in the current month and
simultaneously contracts to repurchase substantially similar (same type, coupon
and maturity) securities on a specified future date. During the roll period, the
Fund would forgo principal and interest paid on such securities. The Fund would
be compensated by the difference between the current sales price and the forward
price for the future purchase, as well as by the interest earned on the cash
proceeds of the initial sale.
FOREIGN SECURITIES RISK
The Fund may invest in foreign securities, as described above. Investing in
securities of foreign issuers involves considerations not typically associated
with investing in securities of companies organized and operating in the United
States. Foreign securities generally are denominated and pay dividends or
interest in foreign currencies. The Fund may hold from time to time various
foreign currencies pending their investment in foreign securities or their
conversion into U.S. dollars. The value of the assets of the Fund as measured in
U.S. dollars may therefore be affected favorably or unfavorably by changes in
exchange rates. There may be less publicly available information concerning
foreign issuers than is available with respect to U.S. issuers. Foreign
securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign
Securities" in the Statement of Additional Information.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS
Because the Fund may buy and sell securities denominated in currencies
other than the U.S. dollar, and may receive interest and sale proceeds in
currencies other than the U.S. dollar, the Fund from time to time may enter into
foreign currency exchange transactions to convert the U.S. dollar to foreign
currencies, to convert foreign currencies to the U.S. dollar and to convert
foreign currencies to other foreign currencies. Forward foreign currency
exchange contracts are agreements to exchange one currency for another -- for
example, to exchange a certain amount of U.S. dollars for a certain amount of
Japanese yen -- at a future date and at a specified price. Typically, the other
party to a currency exchange contract will be a commercial bank or other
financial institution. A fund either enters into these transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market, or uses forward contracts to purchase or sell foreign currencies.
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Forward foreign currency exchange contracts also allow the Fund to hedge
the currency risk of portfolio securities denominated in a foreign currency.
This technique permits the assessment of the merits of a security to be
considered separately from the currency risk. By separating the asset and the
currency decision, it is possible to focus on the opportunities presented by the
security apart from the currency risk. Although forward foreign currency
exchange contracts are of short duration, generally between one and twelve
months, the forward foreign currency exchange contracts are rolled over in a
manner consistent with a more long-term currency decision. There is a risk of
loss to the Fund if the other party does not complete the transaction.
WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS
The Fund may purchase securities on a when-issued basis or enter into
forward commitment transactions. When the Fund agrees to purchase securities on
a when-issued basis or enters into a forward commitment to purchase securities,
the Custodian will set aside cash, U.S. Government securities or other liquid
assets equal to the amount of the purchase or the commitment in a separate
account. As a result, the Fund's liquidity and ability to manage its portfolio
might be affected in the event its when-issued purchases or forward commitments
ever exceeded 25% of the value of its assets. In the case of a forward
commitment to sell portfolio securities, the Custodian will hold the portfolio
securities in a segregated account while the commitment is outstanding. When the
Fund engages in when-issued and forward commitment transactions, it relies on
the other party to consummate the trade. Failure of such party to do so may
result in the Fund incurring a loss or missing an opportunity to obtain a price
considered to be advantageous.
OTHER
The Fund's use of certain investment techniques, including derivatives,
options and futures transactions, will subject the Fund to greater risk than
Funds that do not employ such techniques.
INVESTMENT METHODS GENERALLY
Investment methods described in this Prospectus are among those which the
Fund has the power to utilize. Some may be employed on a regular basis; others
may not be used at all. Accordingly, reference to any particular method or
technique carries no implication that it will be utilized or, if it is, that it
will be successful.
MANAGEMENT
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BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.
INVESTMENT ADVISER
Boston Partners Asset Management, L.P., located at One Financial Center,
43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of September 30, 1997 in excess of
$12.5 billion. The general partner of Boston Partners Asset Management, L.P. is
Boston Partners, Inc., a company that acts as a general partner to investment
advisers organized as limited partnerships.
Subject to the supervision and direction of RBB's Board of Directors, the
Adviser manages the Fund's portfolio in accordance with the Fund's investment
objectives and policies, makes investment decisions for the Fund, places orders
to purchase and sell securities, and employs professional portfolio managers and
securities analysts who provide research services to the Fund. For its services
to the Fund, the Adviser is paid an advisory fee computed at an annual rate of
0.40% of the Fund's average daily net assets, which is calculated daily and paid
monthly. The Adviser has notified RBB, however, that it intends to waive
advisory fees during the Fund's initial fiscal period.
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PORTFOLIO MANAGEMENT
The day-to-day portfolio management of the Fund is the responsibility of
William R. Leach who is a senior portfolio manager of the Adviser and Chairman
of the Fixed Income Strategy Committee. Prior to joining the Adviser in April
1995, Mr. Leach was employed by The Boston Company Asset Management, Inc. ("The
Boston Company") from 1988 through April 1995 where he was a senior portfolio
manager and Director of the Fixed Income Strategy Committee. Mr. Leach has over
15 years of investment experience and is a Chartered Financial Analyst ("CFA").
Mr. Leach will be assisted by Glenn S. Davis, Joseph F. Feeney, Jr. and Michael
A. Mullaney. Mr. Davis is a Fixed Income Portfolio Manager with the Adviser and
is also a CFA. Prior to joining the Adviser in April 1995, he was Vice President
and Portfolio Manager at The Boston Company, specializing in short and
intermediate term corporate bonds. Prior to that position, he was responsible
for the Short-Term Fixed Income Group at State Street Global Advisors. He has a
total of 16 years of investment experience. Mr. Feeney is a Fixed Income
Portfolio Manager with the Adviser and also a CFA. Prior to joining the Adviser
in April 1995, he was Assistant Vice President and Mortgage-Backed Securities
Portfolio Manager for Putnam Investments. Mr. Mullaney is a Fixed Income
Portfolio Manager who joined the Adviser in June 1997. From 1984 to 1997, he was
employed at Putnam Investments, most recently as Managing Director and Senior
Investment Strategist, specializing in portfolio strategy and management. His
prior experience included a position as a senior Consultant from 1981 to 1983
with Chase Econometrics/Interactive Data Corporation, where he focused on
quantitative methodologies in fixed income and equity management. He has over 15
years of investment experience.
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. PFPC's
principal offices are located at 400 Bellevue Parkway, Wilmington, Delaware
19809. For its services, PFPC receives a fee calculated at an annual rate of
.125% of the Fund's average daily net assets with a minimum annual fee of
$75,000 payable monthly on a pro rata basis. However, PFPC has notified the Fund
that it intends to waive one-half of its minimum annual fee during the Fund's
initial fiscal period.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN
PNC Bank, National Association ("PNC Bank") serves as the Fund's custodian
and PFPC serves as the Fund's transfer agent and dividend disbursing agent. PFPC
may enter into shareholder servicing agreements with registered broker-dealers
who have entered into dealer agreements with the Distributor ("Authorized
Dealers") for the provision of certain shareholder support services to customers
of such Authorized Dealers who are shareholders of the Fund. The services
provided and the fees payable by the Fund for these services are described in
the Statement of Additional Information under "Investment Advisory, Distribution
and Servicing Arrangements."
DISTRIBUTOR
Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary
of Warburg Pincus Asset Management, Inc. ("Warburg"), with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor for the
Shares pursuant to a distribution agreement (the "Distribution Agreement") with
RBB on behalf of the Shares.
EXPENSES
The expenses of the Fund are deducted from its total income before
dividends are paid. These expenses include, but are not limited to: fees paid to
the Adviser and PFPC; distribution fees; fees and expenses of officers and
directors who are not affiliated with any of RBB's investment advisers,
sub-advisers or the Distributor; taxes; interest; legal fees; custodian fees;
auditing fees; brokerage fees and commissions; certain of the fees and expenses
of registering and qualifying the Fund and the Shares for distribution under
federal and state securities laws; expenses of preparing prospectuses and
statements of additional information and of printing and distributing them
annually to existing shareholders that are not attributable to a particular
class of shares of RBB; the expense of reports to shareholders, shareholders'
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meetings and proxy solicitations that are not attributable to a particular class
of shares of RBB; fidelity bond and directors and officers liability insurance
premiums; the expense of using independent pricing services and other expenses
that are not expressly assumed by the Adviser under its investment advisory
agreement with respect to the Fund. Any general expenses of RBB that are not
readily identifiable as belonging to a particular investment portfolio of RBB
will be allocated among all investment portfolios of RBB based upon the relative
net assets of the investment portfolios. Distribution expenses, transfer agency
expenses, expenses of preparation, printing and distributing prospectuses,
statements of additional information, proxy statements and reports to
shareholders, and registration fees, identified as belonging to a particular
class, are allocated to such class.
The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.
DISTRIBUTION OF SHARES
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The Board of Directors of RBB has approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee, which is accrued daily and paid monthly, of up
to 0.25% on an annualized basis of the average daily net assets of the Fund. The
actual amount of such compensation under the Plan is agreed upon by RBB's Board
of Directors and by the Distributor in the Distribution Agreement. The
Distributor may, in its discretion, from time to time waive voluntarily all or
any portion of its distribution fee.
Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of Investor
Shares of the Fund, (ii) ongoing servicing and/or maintenance of the accounts of
shareholders of the Fund, and (iii) sub-transfer agency services, subaccounting
services or administrative services related to the sale of the Investor Shares
of the Fund, all as set forth in the Plan. The Distributor may delegate some or
all of these functions to Service Agents. See "Purchases Through Intermediaries"
below.
The Plan obligates the Fund, during the period it is in effect, to accrue
and pay to the Distributor on behalf of the Fund the fee agreed to under the
Distribution Plan. Payments under the Plan are not tied exclusively to expenses
actually incurred by the Distributor, and the payments may exceed distribution
expenses actually incurred.
PURCHASES THROUGH INTERMEDIARIES
Shares of the Fund may be available through various brokerage firms,
financial institutions and programs sponsored by other industry professionals
(collectively, "Service Organizations"). Certain features of the Shares, such as
the initial and subsequent investment minimums and certain trading restrictions,
may be modified or waived by Service Organizations. Service Organizations may
impose transaction or administrative charges or other direct fees, which charges
or fees would not be imposed if Fund Shares are purchased directly from the
Fund. Therefore, a client or customer should contact the Service Organization
acting on his behalf concerning the fees (if any) charged in connection with a
purchase or redemption of Fund Shares and should read this Prospectus in light
of the terms governing his accounts with the Service Organization. Service
Organizations will be responsible for promptly transmitting client or customer
purchase and redemption orders to the Fund in accordance with their agreements
with clients or customers. Service Organizations that have entered into
agreements with the Fund or its agent may enter confirmed purchase orders on
behalf of clients and customers, with payment to follow no later than the Fund's
pricing on the following Business Day. If payment is not received by such time,
the Service Organization could be held liable for resulting fees or losses.
For administration, subaccounting, transfer agency and/or other services,
the Adviser or the Distributor or their affiliates may pay Service Organizations
and certain recordkeeping organizations with whom they have entered into
9
<PAGE>
agreements a fee of up to .35% (the "Service Fee') of the average annual value
of accounts with the Fund maintained by such Service Organizations or
recordkeepers. The Service Fee payable to any one Service Organization or
recordkeeper is determined based upon a number of factors, including the nature
and quality of the services provided, the operations processing requirements of
the relationship and the standardized fee schedule of the Service Organization
or recordkeeper. The Adviser, the Distributor or either of their affiliates may,
at their own expense, provide promotional incentives for qualified recipients
who support the sale of Shares consisting of securities dealers who have sold
Fund Shares or others, including banks and other financial institutions, under
special arrangements. Incentives may include opportunities to attend business
meetings, conferences, sales or training programs for recipients, employees or
clients and other programs or events and may also include opportunities to
participate in advertising or sales campaigns and/or shareholder services and
programs regarding one or more Boston Partners Funds. Travel, meals and lodging
may also be paid in connection with these promotional activities. In some
instances, these incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or expected sale of
significant amounts of Fund Shares.
HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------
GENERAL
Shares representing interests in the Fund are offered continuously for sale
by the Distributor and may be purchased without imposition of a sales charge.
Shares may be purchased initially by completing the application included in this
Prospectus and forwarding the application to the Fund's transfer agent, PFPC.
Purchases of Shares may be effected by wire to an account to be specified by
PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston Partners Bond Fund" c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. The name of the Fund, Boston Partners Bond Fund, must also
appear on the check or Federal Reserve Draft. Shareholders may not purchase
shares of the Boston Partners Bond Fund with a check issued by a third party and
endorsed over to the fund. Federal Reserve Drafts are available at national
banks or any state bank which is a member of the Federal Reserve System. Initial
investments in the Fund must be at least $2,500 and subsequent investments must
be at least $100. The Fund reserves the right to suspend the offering of Shares
for a period of time or to reject any purchase order.
Shares may be purchased on any Business Day. A "Business Day" is any day
that the New York Stock Exchange (the "NYSE") is open for business. Currently,
the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent
Monday when one of these holidays falls on a Saturday or Sunday.
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 a purchase order is received in good order by the Fund or its agents.
Orders received by the Fund or its agents after the close of regular trading on
the New York Stock Exchange, Inc. (currently 4:00 p.m., Eastern time) are priced
at the net asset value next determined on the following business day. In those
cases where an investor pays for Shares by check, the purchase will be effected
at the net asset value next determined after the Fund or its agents receives the
order and the completed application.
Provided that the investment is at least $2,500, an investor may also
purchase Shares by having his bank or his broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Fund does
not currently impose a service charge for effecting wire transfers but reserves
the right to do so in the future. In order to ensure prompt receipt of an
investor's Federal Funds wire, for an initial investment, it is important that
an investor follows these steps:
A. Telephone the Fund's transfer agent, PFPC, toll-free (888) 261-4073,
and provide PFPC with your name, address, telephone number, Social Security
or Tax Identification Number, the Fund selected, the amount being
10
<PAGE>
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<PAGE>
BOSTON PARTNERS BOND FUND bp
(INVESTOR CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------
<TABLE>
<CAPTION>
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 | [Checkbox] Individual [Checkbox] Joint Tenant [Checkbox] 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: [Checkbox] 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 | STREET OR P.O. BOX AND/OR APARTMENT NUMBER
| Mailing |
| Address: | -----------------------------------------------------------------------------------------------------------------
- ---------------- CITY STATE ZIP CODE
-----------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
- ---------------- Minimum initial investment of $2,500. Amount of investment $_______
| 3 |
| Investment | Make the check payable to Boston Partners Bond Fund.
| Information: |
- ---------------- Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over to
the Fund.
- ----------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid by check. If not options are selected below, both
OPTIONS: dividends and capital gains will be reinvested in additional Fund shares.
- ----------------
DIVIDENDS: Pay by check [Checkbox] Reinvest [Checkbox] CAPITAL GAINS: Pay by check [Checkbox] Reinvest [Checkbox]
- ---------------- To select this portion please fill out the information below:
SYSTEMATIC
WITHDRAWAL Amount ______________________________________ Startup Month ______________________________________
PLAN:
- ---------------- Frequency Options: Annually [Checkbox] Monthly [Checkbox] Quarterly [Checkbox]
- 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 check to Address of Record (Named in Section 2)
_______ Please electronically credit my Bank of Record
(Named in Section 5)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
To use this option, you must initial the appropriate line below.
- ----------------
| 4 | I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares
| Telephone | in my account(s) by telephone in accordance with the procedures and conditions set forth in the
| Redemption | Fund's current prospectus.
| or Exchange:
- ---------------
---------------------------------- -------------------------------Redeem shares, and send the proceeds to
Individual initial joint initial the address of record.
---------------------------------- -------------------------------Exchange shares for shares of The Boston
Individual initial joint initial Partners Large Cap Value Fund and
Mid Cap Value Fund.
- ---------------- The Automatic Investment Plan which is available to shareholders of the Fund, makes possible regularly
| 5 | scheduled purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can
| Automatic | arrange for an amount of money selected by you to be deducted from your checking account and used to
| Investment | purchase shares of 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.
[Checkbox] Monthly [Checkbox] Every Alternate Month [Checkbox] Quarterly [Checkbox] 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 age
| 6 | to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for the
| | Fund in which I (we) am (are) investing.
| Signatures | Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
- ---------------- certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to
be issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.
NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE INTERNAL
REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION
REQUIRED TO AUDIT BACKUP WITHHOLDING.
-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE
-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE
-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must indicate
capacity.)
For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS BOND FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
</TABLE>
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
wired, and by which bank. PFPC will then provide an investor with a Fund
account number. Investors with existing accounts should also notify PFPC
prior to wiring funds.
B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:
PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the Fund)
FOR PURCHASE OF: Boston Partners Bond Fund
AMOUNT: (amount to be invested)
C. Fully complete and sign the application and mail it to the address
shown thereon. PFPC will not process purchases until it receives a fully
completed and signed application.
For subsequent investments, an investor should follow steps A and B above.
AUTOMATIC INVESTING
Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the Automatic Investment Plan should call the Fund's
transfer agent, PFPC, at (888)261-4073 to obtain the appropriate forms.
RETIREMENT PLANS
Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as Custodian. For further
information as to applications and annual fees, contact PFPC at (888) 261-4073.
To determine whether the benefits of an IRA are available and/or appropriate, a
shareholder should consult with a tax adviser.
HOW TO REDEEM AND EXCHANGE SHARES
- --------------------------------------------------------------------------------
REDEMPTION BY MAIL
Shareholders may redeem for cash some or all of their Shares of the Fund at
any time. To do so, a written request in proper form must be sent directly to
Boston Partners Bond Fund c/o PFPC Inc., P.O. Box 8852, Wilmington, Delaware
19899-8852. There is no charge for a redemption.
A request for redemption must be signed by all persons in whose names the
Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed according to the procedures described below under "Exchange
Privilege."
Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. In the case of shareholders holding share
certificates, the certificates for the shares being redeemed must accompany the
redemption request. Additional documentary evidence of authority is also
required by the Fund's transfer agent in the event redemption is requested by a
corporation, partnership, trust, fiduciary, executor or administrator.
11
<PAGE>
SYSTEMATIC WITHDRAWAL PLAN
If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan and receive regular periodic payments. A request to
establish a Systematic Withdrawal Plan must be submitted in writing to PFPC at
P.O. Box 8852, Wilmington, Delaware 19899-8852. Each withdrawal redemption will
be processed on or about the 25th of the month and mailed as soon as possible
thereafter. There are no service charges for maintenance; the minimum amount
that you may withdraw each period is $100. (This is merely the minimum amount
allowed and should not be mistaken for a recommended amount.) The holder of a
Systematic Withdrawal Plan will have any income dividends and any capital gains
distributions reinvested in full and fractional shares at net asset value. To
provide funds for payment, Shares will be redeemed in such amount as is
necessary at the redemption price, which is net asset value next determined
after the Fund's receipt of a redemption request. Redemption of Shares may
reduce or possibly exhaust the Shares in your account, particularly in the event
of a market decline. As with other redemptions, a redemption to make a
withdrawal payment is a sale for federal income tax purposes. Payments made
pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or
income since part of such payments may be a return of capital.
You will ordinarily not be allowed to make additional investments of less
than the aggregate annual withdrawals under the Systematic Withdrawal Plan
during the time you have the plan in effect and, while a Systematic Withdrawal
Plan is in effect, you may not make periodic investments under the Automatic
Investment Plan. You will receive a confirmation of each transaction showing the
sources of the payment and the Share and cash balance remaining in your plan.
The plan may be terminated on written notice by the shareholder or by the Fund
and will terminate automatically if all Shares are liquidated or withdrawn from
the account or upon the death or incapacity of the shareholder. You may change
the amount and schedule of withdrawal payments or suspend such payments by
giving written notice to the Fund's transfer agent at least seven Business Days
prior to the end of the month preceding a scheduled payment.
INVOLUNTARY REDEMPTION
RBB reserves the right to redeem a shareholder's account at any time the
net asset value of the account falls below $500 as the result of a redemption or
an exchange request. Shareholders will be notified in writing that the value of
their account is less than $500 and will be allowed 30 days to make additional
investments before the redemption is processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by the
Fund or its agents. Payment for Shares redeemed is made by check mailed within
seven days after acceptance by the Fund or its agents of the request and any
other necessary documents in proper order. Such payment may be postponed or the
right of redemption suspended as provided by law. If the Shares to be redeemed
have been recently purchased by check, PFPC may delay mailing a redemption
check, for up to 15 days, pending a determination that the check has cleared.
The Fund has elected to be governed by Rule 18f-1 under the 1940 Act so that it
is obligated to redeem its shares solely in cash up to the lesser of $250,000 or
1% of its net asset value during any 90-day period for any one shareholder of a
portfolio.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state
in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Investor Shares of the Boston Partners Large Cap
Value Fund or Investor Shares of the Boston Partners Mid Cap Value Fund, subject
to the restrictions described under "Exchange Privilege Limitations" below. Such
exchange will be effected at the net asset value of the exchanged Fund and the
net asset value of the Boston Partners Large Cap Value Fund or Boston Partners
Mid Cap Value Fund next determined after receipt of a request for an exchange by
the Fund or its agents. An exchange of Shares will be treated as a
12
<PAGE>
sale for federal income tax purposes. See "Taxes." A shareholder wishing to make
an exchange may do so by sending a written request to PFPC.
If the exchanging shareholder does not currently own Investor Shares of the
Boston Partners Large Cap Value Fund or Boston Partners Mid Cap Value Fund, a
new account will be established with the same registration, dividend and capital
gain options as the account from which shares are exchanged, unless otherwise
specified in writing by the shareholder with all signatures guaranteed. A
signature guarantee may be obtained from a domestic bank or trust company,
broker, dealer, clearing agency or savings association who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion Program
(STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange,
Inc. Medallion Signature Program (MSP). Signature guarantees that are not part
of these programs will not be accepted. The exchange privilege may be modified
or terminated at any time, or from time to time, by RBB, upon 60 days' written
notice to shareholders.
If an exchange is to a new account in the Boston Partners Large Cap Value
Fund or Boston Partners Mid Cap Value Fund, the dollar value of Investor Shares
acquired must equal or exceed that Fund's minimum for a new account; if to an
existing account, the dollar value must equal or exceed that Fund's minimum for
subsequent investments. If any amount remains in the Fund from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.
EXCHANGE PRIVILEGE LIMITATIONS
The Fund's exchange privilege is not intended to afford shareholders a way
to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Fund has
established a policy of limiting excessive exchange activity.
Shareholders are entitled to three (3) exchange redemptions (at least 30
days apart) from the Fund during any twelve-month period. Notwithstanding these
limitations, the Fund reserves the right to reject any purchase request
(including purchases by exchange) that is deemed to be disruptive to efficient
portfolio management.
TELEPHONE TRANSACTIONS
In order to request an exchange or redemption by telephone, a shareholder
must have completed and returned an account application containing the
appropriate telephone election. To add a telephone option to an existing account
that previously did not provide for this option, a Telephone Exchange
Authorization Form must be filed with PFPC. These forms are available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to request the exchange or redemption by calling (888) 261-4073.
Neither RBB, the Fund, the Distributor, the Administrator nor any other Fund
agent will be liable for any loss, liability, cost or expense for following
RBB's telephone transaction procedures described below or for following
instructions communicated by telephone that they reasonably believe to be
genuine.
RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account social
security number and name of the Fund, all of which must match RBB's records; (3)
requiring RBB's service representative to complete a telephone transaction form,
listing all of the above caller identification information; (4) permitting
exchanges only if the two account registrations are identical; (5) requiring
that redemption proceeds be sent only by check to the account owners of record
at the address of record, or by wire only to the owners of record at the bank
account of record; (6) sending a written confirmation for each telephone
transaction to the owners of record at the address of record within five (5)
business days of the call; and (7) maintaining tapes of telephone transactions
for six months, if the Fund elects to record shareholder telephone transactions.
For accounts held of record by broker-dealers
13
<PAGE>
(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.
NET ASSET VALUE
- --------------------------------------------------------------------------------
The net asset value for each class of the Fund is calculated by adding the
value of the proportionate interest of each class in the Fund's securities, cash
and other assets, deducting the actual and accrued liabilities of each class and
dividing by the total number of outstanding shares of the class. The net asset
value is calculated as of the close of regular trading on the NYSE, generally
4:00 p.m. Eastern time on each Business Day.
Valuation of securities held by the Fund is as follows: securities traded
on a national securities exchange or on the NASDAQ National Market System are
valued at the last reported sale price that day; securities traded on a national
securities exchange or on the NASDAQ National Market System for which there were
no sales on that day and securities traded on other over-the-counter markets for
which market quotations are readily available are valued at the mean of the bid
and asked prices; and securities for which market quotations are not readily
available are valued at fair market value as determined in good faith by or
under the direction of RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.
With the approval of the Board of Directors, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of the Fund to the Fund's shareholders. All
distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.
The Fund will declare and pay dividends from net investment income monthly.
Net realized capital gains (including net short-term capital gains), if any,
will be distributed at least annually.
TAXES
- --------------------------------------------------------------------------------
The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Fund and its shareholders and is not
intended as a substitute for careful tax planning. Accordingly, investors in the
Fund should consult their tax advisers with specific reference to their own tax
situation.
The Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, it will be relieved of federal income tax
on amounts distributed to shareholders, but shareholders, unless otherwise
exempt, will pay income or capital gains taxes on amounts so distributed (except
distributions that are treated as a return of capital) regardless of whether
such distributions are paid in cash or reinvested in additional shares.
Distributions out of the "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), if any, of the Fund, and out of
the portion of such net capital gain that constitutes mid-term capital gain,
will be taxed to shareholders as long-term capital gain or mid-term capital
gain, as the case may be, regardless of the length of time
14
<PAGE>
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, Institutional Shares, which is
offered directly to institutional investors pursuant to a separate prospectus.
Shares of each class represent equal pro rata interests in the Fund and accrue
dividends and calculate net asset value and performance quotations in the same
manner. The Fund will quote performance of Institutional Shares separately from
Investor Shares. Because of different fees paid by the Investor Shares, the
total return on such shares can be expected, at any time, to be different than
the total return on Institutional Shares. Information concerning the other class
may be obtained by calling the Fund at (800) 311-9783 or 9829.
DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------
RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 13.93 billion shares are currently classified into
82 different classes of Common Stock. See "Description of Shares" in the
Statement of Additional Information."
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS BOND FUND AND DESCRIBE ONLY THE
INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS
RELATING TO THE BOSTON PARTNERS BOND FUND.
Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.
RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
15
<PAGE>
Holders of Shares of the Fund will vote in the aggregate and not by class
on all matters, except where otherwise required by law. Further, shareholders of
all investment portfolios of RBB will vote in the aggregate and not by portfolio
except as otherwise required by law or when the Board of Directors determines
that the matter to be voted upon affects only the interests of the shareholders
of a particular investment portfolio. (See the Statement of Additional
Information under "Additional Information Concerning Fund Shares" for examples
of when the 1940 Act requires voting by investment portfolio or by class.)
Shareholders of the Fund are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative and, accordingly, the holders of more
than 50% of the aggregate shares of Common Stock of the Fund may elect all of
the directors.
As of October 6, 1997, to the Fund's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
- --------------------------------------------------------------------------------
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to the Fund's
transfer agent, PFPC Inc., at Bellevue Park Corporate Center, 400 Bellevue
Parkway, Wilmington, Delaware 19809, toll-free (888) 261-4073.
SHARE CERTIFICATES
In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.
HISTORICAL PERFORMANCE INFORMATION
The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis since inception and for
the year ended September 30, 1997. The Composite is comprised of all of the
Adviser's institutional accounts and other privately managed accounts with
investment objectives, policies and strategies substantially similar to those of
the Fund, although the accounts have operating histories, whereas the Fund had
not commenced operations as of September 30, 1997. The Composite performance
information includes the reinvestment of interest received by the underlying
securities, realized and unrealized gains and losses, and reflects the payment
of investment advisory fees and transaction expenses. The Composite performance
does not include custody fees or administrative fees that may be charged by
banks, fiduciaries, or other third parties in connection with these
insstitutional and privately managed accounts. The privately managed accounts in
the Composite are only available to the Adviser's institutional advisory
clients. The past performance of the accounts which comprise the Composite is
not indicative of the future performance of the Fund. These accounts have lower
investment advisory fees than the Fund and the Composite performance figures
would have been lower if subject to the higher fees and expenses to be incurred
by the Fund. These private accounts are also not subject to the same investment
limitations, diversification requirements and other restrictions which are
imposed upon mutual funds under the 1940 Act and the Internal Revenue Code,
which, if imposed, may have adversely affected the performance results of the
Composite. As of September 30, 1997, the Fund had not yet commenced investment
operations and therefore had no performance record of its own. Listed below the
performance history for the Composite is a comparative index comprised of
securities similar to those in which accounts contained in the Composite are
invested.
16
<PAGE>
Average annualized investment returns for the period ended September 30,
1997
Since
One Year Inception
-------- ---------
Composite Performance ......................... 12.9% 9.4%*
Lehman Brothers Aggregate
Bond Index .................................... 9.7% 7.4%**
* The Adviser commenced managing these accounts on June 1, 1995.
** Since June 1, 1995.
The Lehman Brothers Aggregate Bond Index is a broad market-weighted index,
which encompasses three major classes of investment-grade fixed income
securities with maturities greater than one year, including U.S. Treasury
securities, corporate bonds and mortgage-backed securities.
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its performance, including
comparisons of its yield or total return to other mutual funds with similar
investment objectives and to stock or other relevant indices. All such
advertisements will show the average annual total return over one, five and ten
year periods or, if such periods have not yet elapsed, shorter periods
corresponding to the life of the Fund. Such total return quotations will be
computed by finding the compounded average annual total return for each time
period that would equate the assumed initial investment of $1,000 to the ending
redeemable value, net of fees, according to a required standardized calculation.
The standard calculation is required by the SEC to provide consistency and
comparability in investment company advertising. The Fund may also from time to
time include in such advertising an aggregate total return figure or a total
return figure that is not calculated according to the standardized formula in
order to compare more accurately the Fund's performance with other measures of
investment return. For example, the Fund's total return may be compared with
data published by Lipper Analytical Services, Inc., CDA Investment Technologies,
Inc. or Weisenberger Investment Company Service, or with the performance of the
Lehman Brothers Aggregate Bond Index. Performance information may also include
evaluation of the Fund by nationally recognized ranking services and information
as reported in financial publications such as BUSINESS WEEK, FORTUNE,
INSTITUTIONAL INVESTOR, MONEY MAGAZINE, FORBES, BARRON'S, THE WALL STREET
JOURNAL, THE NEW YORK TIMES, or other national, regional or local publications.
All advertisements containing performance data will include a legend disclosing
that such performance data represents past performance and that the investment
return and principal value of an investment will fluctuate so that an investor's
Shares, when redeemed, may be worth more or less than their original cost.
17
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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
----
EXPENSE TABLE ........................................ 2
INTRODUCTION ......................................... 2
INVESTMENT OBJECTIVES AND POLICIES ................... 2
INVESTMENT LIMITATIONS ............................... 4
RISK FACTORS ......................................... 5
MANAGEMENT ........................................... 7
DISTRIBUTION OF SHARES ............................... 9
HOW TO PURCHASE SHARES ............................... 10
HOW TO REDEEM AND EXCHANGE SHARES .................... 11
NET ASSET VALUE ...................................... 14
DIVIDENDS AND DISTRIBUTIONS .......................... 14
TAXES ................................................ 14
MULTI-CLASS STRUCTURE ................................ 15
DESCRIPTION OF SHARES ................................ 15
OTHER INFORMATION .................................... 16
INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware
DISTRIBUTOR
Counsellors Securities Inc.
New York, New York
COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
