<PAGE>
As filed with the Securities and Exchange Commission on December 14, 1998
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __ [_]
Post-Effective Amendment No. 63 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 65 [X]
___________________
THE RBB FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
Registrant's Telephone Number: (302) 792-2555
Copies to:
GARY M. GARDNER, ESQUIRE MICHAEL P. MALLOY, ESQUIRE
PNC Bank, National Association Drinker Biddle & Reath LLP
1600 Market Street, 28th Floor 1100 PNB Building
Philadelphia, PA 19103 1345 Chestnut Street
(Name and Address of Agent for Service) Philadelphia, PA 19107-3496
It is proposed that this filing will become effective (check appropriate
box)
[_] immediately upon filing pursuant to paragraph (b)
[X] on December 28, 1998 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
The purpose of this Post-Effective Amendment is to update certain financial
and other information relating to the n/i Micro Cap, Growth, Growth & Value and
Larger Cap Value Funds of Registrant.
Title of Securities..................Shares of Common Stock
<PAGE>
THE RBB FUND, INC.
(N/I NUMERIC INVESTORS MICRO CAP, N/I NUMERIC INVESTORS
GROWTH, N/I NUMERIC INVESTORS GROWTH & VALUE,
N/I NUMERIC INVESTORS LARGER CAP VALUE AND
N/I NUMERIC INVESTORS SMALL CAP VALUE FUNDS)
N/I NUMERIC INVESTORS FAMILY OF FUNDS
CROSS REFERENCE SHEET
---------------------
Pursuant to Rule 485(b)
under the Securities Act of 1933
Form N-1A Item Location
- -------------- --------
Part A Prospectus
1. Cover Page ............................. Cover Page
2. Synopsis ............................... Introduction
3. Condensed Financial Information ........ Financial Highlights
4. General Description of Registrant ...... Cover Page; The Funds; Investment
Objectives and Policies;
Investment Limitations
5. Management of the Fund ................. Management
5A. Management's Discussion
of Fund Performance ................... Not Applicable
6. Capital Stock and Other Securities ..... Dividends and Distributions;
Taxes; Description of Shares
7. Purchase of Securities Being Offered ... How to Purchase Shares; Net
Asset Value
8. Redemption or Repurchase ............... How to Redeem Shares; Net Asset
Value
9. Pending Legal Proceedings .............. Not Applicable
<PAGE>
THE RBB FUND, INC.
(N/I NUMERIC INVESTORS MICRO CAP, N/I NUMERIC INVESTORS
GROWTH, N/I NUMERIC INVESTORS GROWTH & VALUE,
N/I NUMERIC INVESTORS LARGER CAP VALUE AND
N/I NUMERIC INVESTORS SMALL CAP VALUE FUNDS)
N/I NUMERIC INVESTORS FAMILY OF FUNDS
CROSS REFERENCE SHEET
---------------------
Pursuant to Rule 485(b)
under the Securities Act of 1933
Form N-1A Item Location
- -------------- --------
PART B STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page ........................... Cover Page
11. Table of Contents .................... Cover Page
12. General Information and History ...... General; Directors and Officers;
Additional Information Concerning
Fund Shares; Miscellaneous; see
Prospectus - "The Funds"
13. Investment Objectives and Policies ... Investment Objectives and
Policies; Investment Limitations
14. Management of the Fund ............... Directors and Officers;
Investment Advisory, Distribution
and Servicing Arrangements
15. Control Persons and Principal Holders
of Securities ....................... Miscellaneous
16. Investment Advisory and Other
Services ............................ Investment Advisory, Distribution
and Servicing Arrangements; See
Prospectus - "Management"
17. Brokerage Allocation and Other
Practices ........................... Fund Transactions
18. Capital Stock and Other Securities ... Additional Information Concerning
Fund Shares; See Prospectus -
"Dividends and Distributions" and
"Description of Shares"
19. Purchase, Redemption and Pricing of
Securities Being Offered ............ Purchase and Redemption
Information; Valuation of Shares;
See Prospectus - "How to Purchase
Shares" and "How to Redeem
Shares"
20. Tax Status ........................... Taxes; See Prospectus - "Taxes"
21. Underwriters ......................... Not Applicable
22. Calculation of Performance Data ...... Performance Information
23. Financial Statements ................. Miscellaneous
<PAGE>
N/I NUMERIC INVESTORS family of funds
N/I NUMERIC INVESTORS Micro Cap Fund CLOSED
N/I NUMERIC INVESTORS Growth Fund CLOSED
N/I NUMERIC INVESTORS Growth & Value Fund
N/I NUMERIC INVESTORS Larger Cap Value Fund
N/I NUMERIC INVESTORS Small Cap Value Fund
_______________________________
advised by NUMERIC INVESTORS LP(R)
_______________________________
Prospectus
December 28, 1998
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INTRODUCTION.............................................. 1
FINANCIAL HIGHLIGHTS...................................... 7
INVESTMENT OBJECTIVES AND POLICIES........................ 9
INVESTMENT LIMITATIONS.................................... 16
MANAGEMENT................................................ 17
FUND TRANSACTIONS......................................... 19
HOW TO PURCHASE SHARES.................................... 20
HOW TO REDEEM SHARES...................................... 24
NET ASSET VALUE........................................... 26
DIVIDENDS AND DISTRIBUTIONS............................... 27
TAXES..................................................... 27
DESCRIPTION OF SHARES..................................... 28
OTHER INFORMATION......................................... 29
APPENDIX A - PERFORMANCE BENCHMARKS....................... A-1
</TABLE>
INVESTMENT ADVISER
Numeric Investors L.P.(R)
Cambridge, Massachusetts
CUSTODIAN
Custodial Trust Company
Princeton, New Jersey
CO-ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
PFPC Inc.
Wilmington, Delaware
CO-ADMINISTRATOR
Bear Stearns Funds Management Inc.
New York, New York
DISTRIBUTOR AND ADMINISTRATIVE SERVICES AGENT
Provident Distributors, Inc.
West Conshohocken, Pennsylvania
COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
<PAGE>
n/i numeric investors family of funds
of
The RBB Fund, Inc.
The N/I NUMERIC INVESTORS family of funds consists of five classes of
common stock of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of each such class (collectively, the "N/I NUMERIC INVESTORS
family of funds Shares" or "Shares") offered by this Prospectus represent
interests in one of five investment portfolios of RBB and are designed to offer
a variety of investment opportunities (each such investment portfolio referred
to as a "Fund," collectively, the "Funds"). The investment objectives of each
investment portfolio described in this Prospectus are as follows:
N/I NUMERIC INVESTORS MICRO CAP FUND - to provide long-term capital
appreciation. The Fund invests generally in common stock of companies with
higher than average earnings growth rates and market capitalization of $600
million or less, although the Fund may invest in companies with higher market
capitalization and lower than average growth rates.
N/I NUMERIC INVESTORS GROWTH FUND - to provide long-term capital
appreciation. The Fund invests generally in common stock of companies with
smaller ($1.2 billion or less) market capitalization, or companies with
substantial equity capital and higher than average earnings growth rates.
N/I NUMERIC INVESTORS GROWTH & VALUE FUND - to provide long-term capital
appreciation. The Fund invests generally in common stock of middle and large
market capitalization companies where earnings per share are improving more
rapidly than the earnings per share of the average company, as well as companies
whose securities have market valuations which are lower than the average market
valuations of securities, as measured by such characteristics as price to
earnings ratios and price to book ratios.
N/I NUMERIC INVESTORS LARGER CAP VALUE FUND - to provide long-term capital
appreciation. The Fund invests generally in common stock of larger ($2 billion
or more) capitalization companies. The stock selection process for this Fund is
primarily driven by the value stock model which seeks to identify companies
whose securities have market valuations that are lower than the average market
valuations of securities, as measured by such characteristics as price to
earnings ratios and price to book ratios. Also considered, but of less
importance, is the growth stock model which seeks to identify companies whose
earnings per share are improving more rapidly than the earnings per share of the
average company.
N/I NUMERIC INVESTORS SMALL CAP VALUE FUND - to provide long-term capital
appreciation. The Fund invests generally in common stock of companies with
smaller ($1.5 billion or less) market capitalizations. The stock selection
process for this Fund is primarily driven by the value stock model which seeks
to identify companies whose securities have market valuations that are lower
than the average market valuations of securities, as measured by such
characteristics as price to earnings ratios and price to book ratios. Also
considered, but of less importance, is the growth stock model which seeks to
identify companies whose earnings per share are improving more rapidly than the
earnings per share of the average company.
<PAGE>
IMPORTANT FUND CLOSING INFORMATION
NUMERIC INVESTORS L.P. ("NUMERIC"), THE FUNDS' INVESTMENT ADVISER, WILL
MONITOR THE FUNDS' TOTAL ASSETS AND MAY CLOSE ANY OF THE FUNDS AT ANY TIME TO
NEW INVESTMENT DUE TO CONCERNS THAT AN INCREASE IN THE SIZE OF A FUND MAY
ADVERSELY AFFECT THE IMPLEMENTATION OF NUMERIC'S INVESTMENT STRATEGY. NUMERIC
MAY ALSO CHOOSE TO REOPEN A CLOSED FUND TO NEW INVESTMENT AT ANY TIME, AND MAY
SUBSEQUENTLY CLOSE SUCH FUND AGAIN SHOULD CONCERNS REGARDING FUND SIZE RECUR.
AT THE TIME OF THIS PROSPECTUS, THE N/I NUMERIC INVESTORS MICRO CAP AND GROWTH
FUNDS ARE CLOSED TO FURTHER INVESTMENT, EXCEPT AS DESCRIBED ON PAGE 24 HEREOF.
IN THE EVENT THAT THE NET ASSETS OF THE N/I NUMERIC INVESTORS GROWTH & VALUE
FUND REACH $200,000,000, THE SALE OF ADDITIONAL SHARES OF THIS FUND WILL ALSO BE
RESTRICTED AS DESCRIBED ON PAGE 24 HEREOF.
Shares of the N/I NUMERIC INVESTORS family of funds are not deposits or
obligations of, or guaranteed or endorsed by, PNC Bank, National Association or
any other bank and shares are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other agency.
Investments in N/I NUMERIC INVESTORS family of funds Shares involve investment
risks, including the possible loss of principal.
This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated December 28, 1998, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. The Prospectus and Statement of Additional Information are available
for reference, along with other related materials, on the SEC Internet Web Site
(http://www.sec.gov). It may also be obtained free of charge by calling (800)
NUMERIC [(800) 686-3742].
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS December 28, 1998
<PAGE>
INTRODUCTION
RBB is registered under the Investment Company Act of 1940 (the "1940 Act")
as an open-end management investment company and is currently operating or
proposing to operate seventeen separate investment portfolios. Each of the five
classes of Shares offered by this Prospectus represents interests in one of the
following five investment portfolios: N/I NUMERIC INVESTORS Micro Cap Fund; N/I
NUMERIC INVESTORS Growth Fund; N/I NUMERIC INVESTORS Growth & Value Fund; N/I
NUMERIC INVESTORS Larger Cap Value Fund; and N/I NUMERIC INVESTORS Small Cap
Value Fund. RBB was incorporated under the laws of the State of Maryland on
February 29, 1988.
WHO SHOULD INVEST: LONG-TERM INVESTORS SEEKING CAPITAL APPRECIATION
The Funds are intended for investors who are seeking long-term capital
appreciation, and who do not need to earn current income from their investment
in the Funds. The net asset values per share of Shares representing interests
in the Funds will fluctuate as the values of the portfolio securities change in
response to changing market prices and other factors. Because of the risks
associated with common stock investments, the Funds are intended to be a long-
term investment vehicle and are not designed to provide investors with a means
of speculating on short-term stock market movements. The type of stocks held by
the Micro Cap, Growth, Small Cap Value and Growth & Value Funds may be more
volatile than stocks of larger companies. Investors should be able to tolerate
sudden, sometimes substantial fluctuations in the value of their investment.
Investors who engage in excessive account activity generate additional costs
that are borne by all of a Fund's shareholders. In order to minimize such
costs, the Funds reserve the right to reject any purchase request (including
exchange purchases from other N/I NUMERIC INVESTORS' Funds) that is reasonably
deemed to be disruptive to efficient portfolio management, either because of the
timing of the investment or previous excessive trading by the investor.
Additionally, the Funds have adopted exchange privilege limitations permitting
three exchanges per year as described in the section "Exchange Privilege
Limitations." Finally, the Funds reserve the right to suspend the offering of
their shares.
Because of these risks, the Funds should not be considered a complete
investment program. Most investors should maintain diversified holdings of
securities with different risk characteristics--including common stocks, bonds
and money market instruments. Investors may wish to purchase shares on a
regular, periodic basis (Automatic Investing), rather than investing in one lump
sum, in order to reduce the risk of investing all their monies in common stocks
at a particularly unfavorable time. Investors may also wish to complement an
investment in the Fund with other types of common stock investments.
FUND MANAGEMENT
Numeric serves as the investment adviser to the Funds. Numeric specializes
in the active management of U.S. and International equity portfolios using
internally developed quantitative stock selection and portfolio risk-control
techniques, and currently has over $4.8 billion in assets under management for
individual, limited partnership, mutual fund, offshore fund, pension plan and
endowment accounts.
<PAGE>
THE FUNDS
The investment objectives and policies of each of the Funds are summarized
in the table below. There is no assurance that a Fund will achieve its
investment objective.
<TABLE>
<CAPTION>
N/I INVESTMENT PERFORMANCE
NUMERIC OBJECTIVE/POLICY BENCHMARK*
INVESTORS
FUND
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Micro Cap Objective is to provide long-term capital appreciation. Invests Russell 2000 Growth Index
generally in common stock of companies with market capitalizations
of $600 million or less and higher than average earnings growth
rates.
- -----------------------------------------------------------------------------------------------------------------------------
Growth Objective is to provide long-term capital appreciation. Invests Russell 2500 Growth Index
generally in common stock of companies with smaller ($1.2 billion or
less) market capitalization or companies with substantial equity
capital and higher than average earnings growth rates.
- -----------------------------------------------------------------------------------------------------------------------------
Growth & Value Objective is to provide long-term capital appreciation. Invests S&P MidCap 400 Index
generally in common stocks of middle and large capitalization
companies where earnings per share are improving more rapidly than
the earnings per share of the average company, as well as companies
whose securities have market valuations which are lower than the
average market valuations of securities, as measured by such
characteristics as price to earnings ratios and price to book ratios.
- -----------------------------------------------------------------------------------------------------------------------------
Larger Cap Value Objective is to provide long-term capital appreciation. The Fund Russell 1000 Value Index
invests generally in common stock of larger ($2 billion or more)
market capitalization companies. The stock selection process for this
Fund is primarily driven by the value stock model which seeks to
identify companies whose securities have market valuations that are
lower than the average market valuations of securities, as measured by
such characteristics as price to earnings ratios and price to book
ratios. Also considered, but of less importance, is the growth
stock model which seeks to identify companies whose earnings per
share are improving more rapidly than the earnings per share of the
average company.
- -----------------------------------------------------------------------------------------------------------------------------
Small Cap Value Objective is to provide long-term capital appreciation. The Fund Russell 2000 Value Index
invests generally in common stock of companies with smaller ($1.5
billion or less) market capitalizations. The stock selection
process for this Fund is primarily driven by the value stock model
which seeks to identify companies whose securities have market
valuations that are lower than the average market valuations of
securities, as measured by such characteristics as price to earnings
ratios and price to book ratios. Also considered, but of less
importance, is the growth stock model which seeks to identify
companies whose earnings per share are improving more rapidly than
the earnings per share of the average company.
</TABLE>
_____________
* For more information on a Fund's benchmark, see Appendix A at the back of
this prospectus.
-2-
<PAGE>
FEE TABLE
The following tables illustrate all expenses and fees (after expected fee
waivers and expense reimbursements) that a shareholder would incur in each Fund.
The expenses and fees in the tables for the N/I NUMERIC INVESTORS Micro Cap,
Growth, Growth & Value and Larger Cap Value Funds are based on expenses incurred
for the fiscal year ended August 31, 1998. The expenses and fees in the tables
for the N/I NUMERIC INVESTORS Small Cap Value Fund are based on expenses
expected to be incurred in the current fiscal period.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as
percentage of offering price) NONE
Sales Charge Imposed on Reinvested Dividends NONE
Redemption Fees NONE
Exchange Fees/1/ NONE
_____________
/1./ Exchanges are limited to three (3) per year. See "How to Purchase Shares
--Exchange Privilege Limitations."
Annual Fund Operating Expenses
(as a percentage of average net assets)
<TABLE>
<CAPTION>
GROWTH LARGER SMALL
MICRO & CAP CAP
CAP GROWTH VALUE VALUE VALUE
FUND FUND FUND FUND FUND
----- ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
Management Fees
(after waivers)/1/........ 0.65% 0.65% 0.62% 0.32% 0.44%
12b-1 Fees.................... None None None None None
Other Expenses
(after waivers and
reimbursements)/1/........... 0.35% 0.35% 0.38% 0.68% 0.56%
----- ----- ----- ----- -----
Total Fund Operating
Expenses,
(after waivers and
reimbursements)/1/........ 1.00% 1.00% 1.00% 1.00% 1.00%
===== ===== ===== ===== =====
</TABLE>
1. Before expense reimbursements and waivers, Management Fees would be 0.75%
for each of the five Funds, and Other Expenses would be 0.48% for the Micro
Cap Fund, 0.49% for the Growth Fund, 0.51% for the Growth & Value Fund,
1.45% for the Larger Cap Value Fund and 0.56% for the Small Cap Value Fund.
Total Fund Operating Expenses would be 1.23% for the Micro Cap Fund, 1.24%
for the Growth Fund, 1.26% for the Growth & Value Fund, 2.20% for the
Larger Cap Value Fund and 1.31% for the Small Cap Value Fund.
-3-
<PAGE>
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in each
of the Funds, assuming (1) a 5% annual return, and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
Micro Cap.................. $10 $32 $55 $122
Growth..................... $10 $32 $55 $122
Growth & Value............. $10 $32 $55 $122
Larger Cap Value........... $10 $32 $55 $122
Small Cap Value............ $10 $32 N/A N/A
</TABLE>
The Examples in the Fee Table assume 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 PAST OR FUTURE INVESTMENT RETURN OR OPERATING
EXPENSES AND ACTUAL INVESTMENT RETURN OR OPERATING EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN.
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in any of the N/I NUMERIC INVESTORS
family of funds Classes of RBB will bear directly or indirectly. (For more
complete descriptions of the various costs and expenses, see "Management" and
"Distribution of Shares" below.) The Fee Table reflects expense reimbursements
and a voluntary waiver of Management Fees for each Fund through the current
fiscal year. There can be no assurance that any future expense reimbursements
and waivers (if any) of Management Fees will not vary from the figures reflected
in the Fee Table. Fee waivers and expense reimbursements will have the effect of
lowering a Fund's overall expense ratio and increasing its yield or total return
to investors. "Other Expenses" for the Funds are based on estimated amounts for
the current fiscal year.
OFFERING PRICES
Shares of the N/I NUMERIC INVESTORS Growth & Value Fund, N/I NUMERIC
INVESTORS Larger Cap Value Fund and N/I NUMERIC INVESTORS Small Cap Value Fund
are offered to the public. Shares of the N/I NUMERIC INVESTORS Micro Cap Fund
and the N/I NUMERIC INVESTORS Growth Fund are offered only to certain persons
described under "How to Purchase Shares--Closing of Funds." Purchase orders
receive the next determined net asset value after receipt of an order in proper
form by PFPC Inc. ("PFPC"), the Funds' transfer agent. THE SHARES ARE OFFERED ON
A NO-LOAD BASIS: THERE IS NO SALES CHARGE IMPOSED ON PURCHASES OF SHARES, NOR
ARE THE SHARES SUBJECT TO A DISTRIBUTION ("12B-1") FEE.
-4-
<PAGE>
MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS
The minimum initial investment for each Fund is $3,000. Subsequent
investments must be $100 or more. The minimum initial investment for an
Automatic Investment Plan is $1,000 with minimum monthly payments of $100. The
minimum investment for Individual Retirement Accounts ("IRAs"), or pension,
profit-sharing or other employee benefit plans is $1,000 and minimum subsequent
investments are $100. See "How to Purchase Shares."
EXCHANGES
Shares of a N/I NUMERIC INVESTORS fund may be exchanged up to three (3)
times per year for Shares of the N/I NUMERIC INVESTORS Growth & Value Fund, N/I
NUMERIC INVESTORS Larger Cap Value Fund or N/I NUMERIC INVESTORS Small Cap Value
Fund at the net asset value next determined after receipt by PFPC of an exchange
request. In addition, RBB reserves the right to impose an administrative charge
for each exchange or to reject any exchange request that is reasonably deemed to
be disruptive to efficient portfolio management. See "How to Purchase Shares--
Exchange Privilege" and "Exchange Privilege Limitation."
REDEMPTION PRICE
Shares generally may be redeemed at any time at their net asset value next
determined after receipt by PFPC of a redemption request. RBB reserves the
right, upon 30 days' written notice, to redeem an account in any of the Funds if
the net asset value of the investor's Shares in that account falls below $500
and is not increased to at least such amount within such 30-day period. See
"How to Redeem Shares."
RISK FACTORS TO CONSIDER
An investment in any of the Funds is subject to certain risks, as set forth
in detail under "Investment Objectives and Policies." As with other mutual
funds, there can be no assurance that any Fund will achieve its objective. Some
or all of the Funds, to the extent set forth under "Investment Objectives and
Policies," may engage in the following investment practices: short sales,
borrowings, the lending of portfolio securities, engaging in options and futures
transactions and investments in micro-cap and small cap issuers. All of these
transactions involve certain special risks, as set forth under "Investment
Objectives and Policies." In addition, the Funds may be subject to high
portfolio turnover rates. See "Investment Objectives and Policies--Portfolio
Turnover" and "Taxes."
TAX IMPLICATIONS FROM PORTFOLIO TURNOVER
When any of the Funds sells a portfolio security, it may recognize a gain
that, for federal tax purposes, may be deemed to be a taxable capital gain.
Short-term capital gains typically are taxed at higher rates than are long-term
capital gains. These funds have high portfolio turnover rates, and therefore may
experience a greater current tax burden, which is passed to the Fund's
shareholders, than a Fund with low portfolio turnover.
-5-
<PAGE>
SHAREHOLDER INQUIRIES
For questions regarding shareholder accounts, call toll-free: 1-800-348-
5031. Any questions regarding (i) new or existing accounts or (ii) purchases or
redemptions should be directed to PFPC by writing to it at:
N/I NUMERIC INVESTORS family of funds
c/o PFPC Inc.
P.O. Box 8966
Wilmington, Delaware 19899
For overnight deliveries:
N/I NUMERIC INVESTORS family of funds
c/o PFPC Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 108
Wilmington, Delaware 19809
or by calling PFPC toll-free at:
1-800-348-5031.
To request a prospectus, call toll-free:
1-800-NUMERIC 1-800-686-3742.
For any other questions, call toll-free:
1-800-NUMERIC 1-800-686-3742.
To reach Numeric and the Funds on the Internet: Information is available on the
Internet through the World Wide Web. Shareholders and investment professionals
may obtain information on Numeric and the Funds by accessing:
http://www.numeric.com
To reach Numeric through e-mail:
[email protected]
-6-
<PAGE>
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for each share
outstanding, total investment return, ratios to average net assets and other
supplemental data for the period from commencement of operations (June 3, 1996)
through August 31, 1996 and for the fiscal years ended August 31, 1997 and
August 31, 1998, with respect to the N/I NUMERIC INVESTORS Micro Cap, N/I
NUMERIC INVESTORS Growth and N/I NUMERIC INVESTORS Growth & Value Funds, and
for the period from commencement of operations (December 9, 1997) through August
31, 1998, with respect to the N/I NUMERIC INVESTORS Larger Cap Value Fund. The
financial data included in this table should be read in conjunction with the
financial statements and related notes contained in the Annual Report to
Shareholders and incorporated by reference in the Statement of Additional
Information, which have been audited by PricewaterhouseCoopers LLP, RBB's
independent accountants. No financial information has been provided with respect
to the N/I NUMERIC INVESTORS Small Cap Value Fund because it had not commenced
operations as of August 31, 1998.
-7-
<PAGE>
<TABLE>
<CAPTION>
MICRO
CAP GROWTH
FUND FUND
----------------------------------- -----------------------------------
Fiscal Year Fiscal Year Period Fiscal Year Fiscal Year Period
ended ended ended ended ended ended
8/31/98 8/31/97 8/31/96* 8/31/98 8/31/97 8/31/96*
------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE**
Net asset value, beginning of period......... $ 18.47 $ 11.67 $ 12.00 $ 16.29 $ 11.84 $ 12.00
------- ------- ------- -------- --------- -------
Net investment income (loss)(1).............. (0.07) (0.01) 0.01 (0.07) (0.04) 0.01
Net realized and unrealized gain
(loss) on investments(2).................... (3.23) 6.82 (0.34) (3.98) 4.50 (0.17)
------- ------- ------- -------- --------- -------
Net increase (decrease) in net assets
resulting from operations................... (3.30) 6.81 (0.33) (4.05) 4.46 (0.16)
------- ------- ------- -------- --------- -------
Dividends and distributions to shareholders
from:
Net investment income........................ -- (0.01) -- -- (0.01) --
Net realized capital gains................... (2.65) -- -- (2.49) -- --
Total dividends and distributions to ------- ------- ------- -------- --------- -------
shareholders................................ (2.65) (0.01) -- (2.49) (0.01) --
------- ------- ------- -------- --------- -------
Net asset value, end of period............... $ 12.52 $ 18.47 $ 11.67 $ 9.75 $ 16.29 $ 11.84
======= ======= ======= ======== ========= =======
Total investment return(3)................... (20.47)% 58.41% (2.75)% (29.03)% 37.69% (1.33)%
======= ======= ======= ======== ========= =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted)............................. $99,266 $142,119 $14,100 $77,840 $117,724 $26,756
Ratio of expenses to average
net assets(1)(4)............................ 1.00% 1.00% 1.00%*** 1.00% 1.00% 1.00%***
Ratio of net investment income (loss)
to average net assets(1).................... (0.41)% (0.06)% 0.73%*** (0.50)% (0.38)% 0.71%***
Portfolio turnover rate...................... 408.70% 233.49% 42.92% 338.40% 266.25% 19.21%
<CAPTION>
GROWTH LARGER
& VALUE CAP VALUE
FUND FUND
----------------------------------- ----
Fiscal Year Fiscal Year Period Period
ended ended ended ended
8/31/98 8/31/97 8/31/96* 8/31/98+
------- ------- -------- -------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE**
Net asset value, beginning of period......... $ 17.16 $ 11.56 $ 12.00 $ 12.00
------- ------- ------- -------
Net investment income (loss)(1).............. 0.05 0.08 0.03 0.06
Net realized and unrealized gain
(loss) on investments(2).................... (1.24) 5.58 (0.47) (1.22)
------- ------- ------- -------
Net increase (decrease) in net assets
resulting from operations................... (1.19) 5.66 (0.44) (1.16)
------- ------- ------- -------
Dividends and distributions to shareholders
from:
Net investment income........................ (0.06) (0.06) -- --
Net realized capital gains................... (2.61) -- -- --
Total dividends and distributions to ------- ------- ------ -------
shareholders................................ (2.67) (0.06) -- --
------- ------- ------- -------
Net asset value, end of period............... $ 13.30 $ 17.16 $ 11.56 $ 10.84
======= ======= ======= =======
Total investment return(3)................... 8.97% 49.11% (3.67)% (9.67)%
======= ======= ======= =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted)............................. $110,176 $52,491 $3,813 $25,257
Ratio of expenses to average
net assets(1)(4)............................ 1.00% 1.00% 1.00%*** 1.00%***
Ratio of net investment income (loss)
to average net assets(1).................... 0.36% 0.79% 1.89%*** 1.26%***
Portfolio turnover rate...................... 341.73% 263.83% 5.25% 166.81%
</TABLE>
* These Funds commenced operations on June 3, 1996.
+ This Fund commenced operations on December 9, 1997.
** Calculated based on shares outstanding on the first and last day of the
respective periods, except for dividends and distributions, if any, which
are based on actual shares outstanding on the dates of distributions.
*** Annualized.
(1) Reflects waivers and reimbursements.
(2) The amounts shown for each share outstanding throughout the respective
periods are not in accord with the changes in the aggregate gains and
losses on investments during the respective periods because of the timing
of sales and repurchases of Fund shares in relation to fluctuating net
asset value during the respective periods.
(3) Total investment return is calculated assuming a purchase of shares on the
first day and a sale of shares on the last day of each period reported and
includes reinvestments of dividends and distributions, if any. Total
investment returns are not annualized.
(4) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratio of
expenses to average net assets annualized for the periods ended August 31,
1998, August 31, 1997 and August 31, 1996, respectively, would have been
1.23%, 1.45% and 3.45% for the N/I NUMERIC INVESTORS Micro Cap Fund,
1.24%, 1.40% and 2.62% for the N/I NUMERIC INVESTORS Growth Fund, and
1.26%, 1.81% and 8.98% for the N/I NUMERIC INVESTORS Growth & Value Fund,
and 2.20% for the N/I NUMERIC INVESTORS Larger Cap Value Fund for the
period December 9, 1997 through August 31, 1998.
-8-
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
To meet its investment objective, each Fund employs a specific investment
style, as described below. There is no assurance that a Fund will achieve its
investment objective.
The investment objective of the N/I NUMERIC INVESTORS Micro Cap Fund is to
provide long-term capital appreciation. The Fund invests generally in common
stocks, although it may also invest in securities which are convertible into
common stock, fixed income securities and money market securities. Under normal
circumstances, the Fund invests at least 65% of its total assets in common stock
of companies with market capitalization of $600 million or less, although the
Fund may invest in companies with higher market capitalization. Numeric
determines its stock selection decisions for this Fund primarily on the basis of
its growth stock model, which seeks to identify companies whose earnings per
share are improving more rapidly than the earnings per share of the average
company. Considered, but of significantly less importance, is the value stock
model, which seeks to identify companies whose securities have market valuations
that are lower than the average market valuations of securities, as measured by
characteristics including price to earnings ratios and price to book ratios.
The Fund measures its performance against the Russell 2000 Growth Index.
The investment objective of the N/I NUMERIC INVESTORS Growth Fund is to
provide long-term capital appreciation. The Fund invests generally in common
stocks, although it may also invest in securities which are convertible into
common stock, fixed income securities and money market securities. Under normal
circumstances, the Fund invests in common stock of companies with smaller ($1.2
billion or less) market capitalization or companies with substantial equity
capital and higher than average earnings growth rates. Numeric determines its
stock selection decisions for this Fund primarily on the basis of its growth
stock model, which seeks to identify companies whose earnings per share are
improving more rapidly than the earnings per share of the average company.
Considered, but of significantly less importance, is the value stock model,
which seeks to identify companies whose securities have market valuations that
are lower than the average market valuations of securities, as measured by
characteristics including price to earnings ratios and price to book ratios. The
Fund will measure its performance against the Russell 2500 Growth Index.
The investment objective of the N/I NUMERIC INVESTORS Growth & Value Fund
is to provide long-term capital appreciation. The Fund invests generally in
common stocks of middle and large capitalization companies where earnings per
share are improving more rapidly than earnings per share of the average Company,
as well as companies whose securities have market valuations which are lower
than the average market valuations of securities, as measured by such
characteristics as price to earnings ratios and price to book ratios. The Fund
may also invest in securities which are convertible into common stock, fixed
income securities and money market securities. Numeric determines its stock
selection decisions for this Fund primarily on the basis of its growth stock
model and its value stock model. The growth stock model seeks to identify
companies whose earnings per share are improving more rapidly than the earnings
per share of the average company. The value stock model seeks to identify
companies whose securities have market valuations that are lower than the
average market valuation of securities, as measured by
-9-
<PAGE>
characteristics including price to earnings ratios and price to book ratios. The
Fund anticipates that it will invest a large portion of its total assets in
common stock of "mid cap" companies, which the Fund defines as the 151st to the
1000th largest companies (excluding American Depository Receipts ("ADRs")) as
ranked by market capitalization. The market capitalization of the 1000th largest
company is approximately $1.1 billion. The Fund will measure its performance
against the S&P MidCap 400 Index.
The investment objective of the N/I NUMERIC INVESTORS Larger Cap Value Fund
is to provide long-term capital appreciation. The Fund invests generally in
common stock of larger ($2 billion or more) capitalization companies, although
it may also invest in middle capitalization companies and securities which are
convertible into common stock, fixed income securities and money market
securities. Under normal circumstances, the Fund invests at least 65% of its
total assets in common stock of companies with a market capitalization of $2
billion or more. Numeric determines its stock selection decisions for this Fund
primarily on the basis of its value stock model which seeks to identify
companies whose securities have market valuations which are lower than the
average market valuations of securities, as measured by such characteristics as
price to earnings ratios and price to book ratios. Also considered, but of less
importance, is the growth stock model which seeks to identify companies whose
earnings per share are improving more rapidly than the earnings per share of the
average company. The Fund anticipates that it will invest a large portion of its
total assets in common stock of the 1000th largest companies (excluding ADRs) as
ranked by market capitalization. The market capitalization of the 1000th largest
company is approximately $1.1 billion. The Fund will measure its performance
against the Russell 1000 Value Index.
The investment objective of the N/I NUMERIC INVESTORS Small Cap Value Fund
is to provide long-term capital appreciation. The Fund invests generally in
common stock of companies with smaller ($1.5 billion or less) capitalizations,
although it may also invest in middle market-capitalization companies. It may
also hold securities which are convertible into common stock, fixed income
securities and money market securities. Under normal circumstances, the Fund
invests at least 65% of its total assets in common stock of companies with
market capitalizations of $1.5 billion or less. Numeric determines its stock
selection decisions for the Fund primarily on the basis of its value stock model
which seeks to identify companies whose securities have market valuations which
are lower than the average market valuations of securities, as measured by such
characteristics as price to earnings ratios and price to book ratios. Also
considered, but of less importance, is the growth stock model which seeks to
identify companies whose earnings per share are improving more rapidly than the
earnings per share of the average company.
NUMERIC'S INVESTMENT STYLE. Numeric employs a quantitative approach to
investment management. Numeric relies on proprietary quantitative computer
models utilizing internally developed computer technology and financial
databases to assist in the stock selection process. Numeric's proprietary
models are capable of ranking a large universe of eligible investments using a
wide array of financial data such as market price, book value, earnings, cash
flow and earnings growth rates. The models also evaluate the degree to which
independent research analysts are changing their earnings forecasts for the
companies they follow. The models are broadly classified into two types:
Numeric's value stock model seeks to identify companies whose securities have
market valuations that are lower than the average market valuation of
securities, as measured by
-10-
<PAGE>
characteristics including price to earnings ratios and price to book ratios;
Numeric's growth stock model, Estrend, seeks to identify companies whose
earnings per share are improving more rapidly than the earnings per share of the
average company. Stocks are ranked according to their relative attractiveness as
determined by these models. These rankings assist Numeric in constructing a
portfolio it believes is invested in the most attractive securities consistent
with a Fund's investment objectives. The same investment strategy used to manage
a particular Fund also may be used for institutional accounts managed by
Numeric. These models may be changed periodically to capture the insights of
Numeric's ongoing research efforts.
In pursuing the investment objectives of each of the Funds, Numeric may use
the investment instruments and techniques discussed below:
EQUITY MARKETS. The Funds invest primarily in equity markets at all times.
Equity markets can be highly volatile, so that investing in the Funds involves
substantial risk. In addition, the Funds can and will typically invest in
stocks that are riskier and more volatile than the average stock. As a result,
investing in these Funds involves risk of substantial loss of capital.
MICRO CAP AND SMALL CAP STOCKS. Securities of companies with micro and
small capitalizations tend to be riskier than securities of companies with
medium or large capitalizations. This is because micro and small cap companies
typically have smaller product lines and less access to liquidity than mid cap
or large cap companies, and are therefore more sensitive to economic downturns.
In addition, growth prospects of micro and small cap companies tend to be less
certain than mid or large cap companies, and the dividends paid on micro and
small cap stocks are frequently negligible. Moreover, micro and small cap stocks
have, on occasion, fluctuated in the opposite direction of large cap stocks or
the general stock market. Consequently, securities of micro and small cap
companies tend to be more volatile than those of mid and large cap
companies.
MARKET FLUCTUATION. Because the investment alternatives available to each
Fund may be limited by the specific objectives of that Fund, investors should be
aware that an investment in a particular Fund may be subject to greater market
fluctuation than an investment in a portfolio of securities representing a
broader range of investment alternatives. In view of the specialized nature of
the investment activities of each Fund, an investment in any single fund should
not be considered a complete investment program.
OPTIONS AND FUTURES. The Funds may write covered call options, buy put
options, buy call options and write put options, without limitation except as
noted in this paragraph. Such options may relate to particular securities or to
various indexes and may or may not be listed on a national securities exchange
or issued by the Options Clearing Corporation. The Funds may also invest in
futures contracts and options on futures contracts (index futures contracts or
interest rate futures contracts, as applicable) for hedging purposes, including
conversion of cash to equity.
Options trading is a highly specialized activity which entails greater than
ordinary investment risks. A call option for a particular security gives the
purchaser of the option the right to buy, and a writer the obligation to sell,
the underlying security at the stated exercise price at any time prior to the
expiration of the option, regardless of the market price of the security. The
premium paid to the writer is in consideration for undertaking the obligations
under the option
-11-
<PAGE>
contract. A put option for a particular security gives the purchaser the right
to sell the underlying security at the stated exercise price at any time prior
to the expiration date of the option, regardless of the market price of the
security. In contrast to an option on a particular security, an option on an
index provides the holder with the right to make or receive a cash settlement
upon exercise of the option. The amount of this settlement will be equal to the
difference between the closing price of the index at the time of exercise and
the exercise price of the option expressed in dollars, times a specified
multiple.
The Funds will engage in unlisted over-the-counter options only with
broker-dealers deemed creditworthy by Numeric. Closing transactions in certain
options are usually effected directly with the same broker-dealer that effected
the original option transaction. The Funds bear the risk that the broker-dealer
will fail to meet its obligations. There is no assurance that the Funds will he
able to close an unlisted option position. Furthermore, unlisted options are not
subject to the protections afforded purchasers of listed options by the Options
Clearing Corporation, which performs the obligations of its members who fail to
do so in connection with the purchase or sale of options.
To enter into a futures contract, the Funds must make a deposit of an
initial margin with their custodian in a segregated account in the name of the
futures broker or directly with the futures broker itself. Subsequent payments
to or from the broker, called variation margin, will be made on a daily basis as
the price of the underlying security or index fluctuates, making the long and
short positions in the futures contracts more or less valuable.
The risks related to the use of options and futures contracts include: (i)
the correlation between movements in the market price of a Fund's investments
(held or intended for purchase) being hedged and in the price of the futures
contract or option may be imperfect; (ii) possible lack of a liquid secondary
market for closing out options or futures positions; (iii) the need for
additional portfolio management skills and techniques; and (iv) losses due to
unanticipated market movements. Successful use of options and futures by the
Funds is subject to Numeric's ability to predict correctly movements in the
direction of the market. For example, if a Fund uses future contracts as a
hedge against the possibility of a decline in the market adversely affecting
securities held by it and securities prices increase instead, the Fund will lose
part or all of the benefit of the increased value of its securities which it has
hedged because it will have approximately equal offsetting losses in its futures
positions. The risk of loss in trading futures contracts in some strategies can
be substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss or gain to the investor. Thus, a purchase or sale of a futures
contract may result in losses or gains in excess of the amount invested in the
contract. For a further discussion see "Investment Objectives and Policies" in
the Statement of Additional Information.
SHORT SALES. Short sales are transactions in which a Fund sells a security
it does not own in anticipation of a decline in the market value of that
security. To complete such a transaction, the Fund must borrow the security to
make delivery to the buyer. The Fund then is obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund. Until the
-12-
<PAGE>
security is replaced, the Fund is required to pay to the lender amounts equal to
any dividend which accrues during the period of the loan. To borrow the
security, the Fund also may be required to pay a premium, which would increase
the cost of the security sold. The proceeds of the short sale will be retained
by the broker, to the extent necessary to meet margin requirements, until the
short position is closed out.
Until a Fund replaces a borrowed security in connection with a short sale,
the Fund will: (a) maintain daily a segregated account, containing cash, cash
equivalents, or liquid marketable securities, at such a level that (i) the
amount deposited in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold short and (ii) the
amount deposited in the segregated account plus the amount deposited with the
broker as collateral will not be less than the market value of the security at
the time it was sold short; or (b) otherwise cover its short position in
accordance with positions taken by the Staff of the Securities and Exchange
Commission.
A Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
Fund replaces the borrowed security. The Fund will realize a gain if the
security declines in price between those dates. This result is the opposite of
what one would expect from a cash purchase of a long position in a security.
The amount of any gain will be decreased, and the amount of any loss increased,
by the amount of any premium or amounts in lieu of interest the Fund may be
required to pay in connection with a short sale. A Fund may purchase call
options to provide a hedge against an increase in the price of a security sold
short by the Fund. See "Options and Futures Contracts" above.
The Funds anticipate that the frequency of short sales will vary
substantially in different periods, and they do not intend that any specified
portion of their assets, as a matter of practice, will be invested in short
sales. However, no securities will be sold short if, after effect is given to
any such short sale, the total market value of all securities sold short would
exceed 25% of the value of a Fund's net assets.
In addition to the short sales discussed above, the Funds may make short
sales "against the box," a transaction in which a Fund enters into a short sale
of a security that the Fund owns. The proceeds of the short sale will be held by
a broker until the settlement date at which time the Fund delivers the security
to close the short position. The Fund receives the net proceeds from the short
sale. It currently is anticipated that the Funds will make short sales against
the box for purposes of protecting the value of the Funds' net assets.
LENDING OF FUND SECURITIES. The Funds may lend their portfolio securities
to financial institutions. Such loans would involve risks of delay in receiving
additional collateral in the event the value of the collateral decreases below
the value of the securities loaned or of delay in recovering the securities
loaned or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans will be made only to borrowers which
Numeric deems to be of good standing and only when, in Numeric's judgment, the
income to be earned from the loans justifies the attendant risks. A Fund may not
make loans in excess of 33 1/3% of the value of its total assets.
-13-
<PAGE>
PORTFOLIO TURNOVER. Numeric will effect portfolio transactions in the Funds
without regard to holding periods if, in its judgment, such transactions are
advisable in light of general market, economic or financial conditions.
Portfolio turnover may vary greatly from year to year as well as within a
particular year. High portfolio turnover rates (100% or more) will generally
result in higher transaction costs to the Fund and may result in the realization
of short-term capital gains that are taxable to shareholders as ordinary income.
The amount of portfolio activity will not be a limiting factor when making
portfolio decisions. See the Statement of Additional Information, "Portfolio
Transactions" and "Taxes." The annual portfolio turnover rate for the Small Cap
Value Fund is not expected to exceed 400%. The portfolio turnover rates for the
other Funds for the period ended August 31, 1996 and for the fiscal years ended
August 31, 1997 and August 31, 1998 are set forth above in the financial
highlights.
GENERAL CONSIDERATIONS FOR TAXABLE INVESTORS. Investment strategies that
require periodic changes to portfolio holdings with the expectation of
outperforming equity indices are called "active" strategies. These compare with
"passive" or "index" strategies that hold only the stocks in the equity
indices. Passive strategies trade infrequently -- only as the indices change.
Most equity mutual funds pursue active strategies, which have higher turnover
than passive strategies. The following describes the impact of portfolio
turnover on returns.
High portfolio turnover (100% or more) can adversely affect taxable
investors, especially those in higher marginal tax brackets, in two ways: First,
short term capital gains, which are a by-product or high turnover investment
strategies, are currently taxed at rates comparable to ordinary income rates.
Ordinary income tax rates are higher than long term capital gain tax rates for
middle and upper income taxpayers. Second, the frequent realization of gains,
which causes taxes to be paid frequently, is less advantageous than infrequent
realization of gains. Infrequent realization of gains allows the payment of
taxes to be deferred to later years, allowing more of the gains to compound
before taxes are paid. Consequently after-tax compound rates of return will
generally be higher for taxable investors using investment strategies with very
low turnover, all else being equal.
Although tax considerations should not typically drive an investment
decision, investors should consider their ability to allocate tax-deferred (such
as IRAs and 401(k) plans) versus taxable assets when considering where to
invest. All else being equal, investors will earn better returns investing tax-
deferred assets in active strategies, while using lower turnover passive
strategies for taxable investments.
BORROWING MONEY. As a fundamental policy, the Funds are permitted to borrow
to the extent permitted under the 1940 Act and to mortgage, pledge or
hypothecate their respective assets in connection with such borrowings in
amounts not in excess of 125% of the dollar amounts borrowed. The 1940 Act
permits an investment company to borrow in an amount up to 33-1/3% of the value
of such company's total assets. However, the Funds currently intend to borrow
money only for temporary or emergency (not leveraging) purposes, in an amount up
to 15% of the value of their respective total assets (including the amount
borrowed) valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made. No Fund will
make any additional investments while borrowings exceed 5% of its total
assets.
-14-
<PAGE>
DEBT SECURITIES. The Funds may invest in debt securities rated no less than
investment grade by either Standard & Poor's Ratings Services ("S&P") or Moody's
Investors Service, Inc. ("Moody's"). Bonds in the lowest investment grade debt
category (e.g., bonds rated BBB by S&P or Baa by Moody's) have speculative
characteristics, and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade bonds. The Funds will not retain a
bond that was rated as investment grade at the time of purchase but whose rating
is subsequently downgraded below investment grade. The value of debt securities
held by a Fund will tend to vary inversely in relation to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a debt
security was purchased, such security, if sold, might be sold at a price less
than its cost. Conversely, if interest rates have declined from the time a debt
security was purchased, the debt security, if sold, might be sold at a price
greater than its cost.
SHORT-TERM DEBT OBLIGATIONS. The Funds may purchase money market
instruments to the extent consistent with their investment objectives and
policies. Such instruments include U.S. Government obligations, repurchase
agreements, certificates of deposit, bankers acceptances and commercial paper.
REPURCHASE AGREEMENTS. The Funds may agree to purchase securities from
financial institutions subject to the seller's agreement to repurchase them at
an agreed-upon time and price ("repurchase agreements"). The financial
institutions with whom the Funds may enter into repurchase agreements will be
banks and broker/dealers which Numeric considers creditworthy pursuant to
criteria approved by the Board of Directors. Numeric will consider, among other
things, whether a repurchase obligation of a seller involves minimal credit risk
to a Fund in determining whether to have the Fund enter into a repurchase
agreement. The seller under a repurchase agreement will be required to maintain
the value of the securities subject to the agreement at not less than the
repurchase price plus accrued interest. Numeric will mark to market daily the
value of the securities and will, if necessary, require the seller to maintain
additional securities, to ensure that the value is not less than the repurchase
price. Default by or bankruptcy of the seller would, however, expose a Fund to
a possible loss because of adverse market action or delays in connection with
the disposition of the underlying obligations.
YEAR 2000. Like other mutual funds, financial and business organizations
and individuals around the world, the Fund could be adversely affected if the
computer systems used by the Adviser and the Fund's other service providers, or
persons with whom they deal, do not properly process and calculate date-related
information and data from and after January 1, 2000. This possibility is
commonly known as the "Year 2000 Problem." The Fund has been advised by the
Adviser, the Administrators and the Custodian that they are actively taking
steps to address the Year 2000 Problem with respect to the computer systems that
they use and to obtain assurances that comparable steps are being taken by the
Fund's other major service providers. While there can be no assurance that the
Fund's service providers will be Year 2000 compliant, the Fund's service
providers expect that their plans to be compliant will be achieved. The Year
2000 Problem could also hurt companies whose securities the Fund holds or
securities markets generally.
-15-
<PAGE>
OTHER INVESTMENT INSTRUMENTS AND TECHNIQUES. In addition to the above
investment instruments and techniques, the Funds presently intend to invest not
more than 5% of a Fund's net assets in when-issued and forward commitments,
illiquid securities, depositary receipts, investment company securities and
convertible securities. These investment instruments and techniques and related
risks are described in greater detail in the Funds' Statement of Additional
Information under "Investment Objectives and Policies."
The Funds' investment objectives and policies described above may be
changed by RBB's Board of Directors without shareholder approval. Shareholders
will be provided 30 days prior written notice of any change in a Fund's
investment objectives. There is no assurance that the investment objective of
the Funds will be achieved.
INVESTMENT LIMITATIONS
No Fund may change the following investment limitations (with certain
exceptions, as noted below) without 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 FUNDS MAY NOT:
1. Purchase the securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase more
than 5% of the value of a Fund's total assets would be invested in the
securities of such issuer, or more than 10% of the outstanding voting securities
of such issuer would be owned by the Fund, except that up to 25% of the value of
the Fund's total assets may be invested without regard to such limitations.
2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed. For purposes of this investment restriction, the entry into
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes shall not constitute
borrowing.
3. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of a Fund to be invested in the
obligations of issuers in any industry, provided that there is no limitation
with respect to investments in U.S. Government obligations.
4. Make loans, except that a Fund may purchase or hold debt obligations
in accordance with its investment objective, policies and limitations, may enter
into repurchase agreements for securities, and may lend portfolio securities
against collateral consisting of cash or securities which are consistent with
the Fund's permitted investments, which is equal at all times to at least 100%
of the value of the securities loaned. There is no investment restriction on the
amount of securities that may be loaned, except that payments received on such
loans, including amounts received
-16-
<PAGE>
during the loan on account of interest on the securities loaned, may not
(together with all non-qualifying income) exceed 10% of a Fund's annual gross
income (without offset for realized capital gains) unless, in the opinion of
counsel to RBB, such amounts are qualifying income under federal income tax
provisions applicable to regulated investment companies.
If a percentage restriction under one of the Fund's investment policies or
restrictions or the use of assets is adhered to at the time a transaction is
effected, later changes in percentage resulting from changing values will not be
considered a violation (except with respect to any restrictions that may apply
to borrowings or senior securities issued by the Fund).
MANAGEMENT
BOARD OF DIRECTORS
The business and affairs of RBB and the Funds are managed under the
direction of RBB's Board of Directors.
INVESTMENT ADVISER
Numeric serves as investment adviser to the Funds. Numeric, whose principal
business address is 1 Memorial Drive, Cambridge, Massachusetts 02142, was
organized in October 1989 as a Delaware limited partnership. The firm, which
specializes in the active management of U.S. and international equity portfolios
using internally developed quantitative stock selection and portfolio risk-
control techniques, currently has over $4.8 billion in assets under management
for individuals, limited partnerships, mutual funds, offshore funds, pension
plans and endowment accounts. Langdon B. Wheeler, CFA is the founder of
Numeric. Mr. Wheeler received his MBA from Harvard University and an
undergraduate degree from Yale University. All investment decisions with
respect to the Funds are made by a team of Numeric Investor's Portfolio
Management Department, which is subject to the supervision of John C. Bogle,
Jr., CFA and Mark F. Engerman, CFA. No one person is responsible for making
recommendations to that team. The general partner of Numeric is WBE &
Associates, LLC, a Delaware limited liability company. The principal officers
of WBE & Associates, LLC are Messrs. Wheeler and Bogle. Mr. Bogle received his
MBA and BS from Vanderbilt University. Mr. Engerman received a BS in Applied
Mathematics and Economics from Brown University.
For the services provided and the expenses assumed by it, Numeric is
entitled to receive a fee from each Fund at an annual rate of 0.75% of such
Fund's average daily net assets, computed daily and payable monthly. Numeric may
from time to time voluntarily agree to waive all or any portion of its advisory
fee. Numeric presently intends to waive its fees with respect to each Fund for
the current fiscal year to the extent necessary to maintain an annualized
expense ratio for each Fund of 1.00%, although there is no guarantee that
Numeric will maintain such waiver indefinitely.
For the Funds' fiscal year ended August 31, 1998, Numeric waived investment
advisory fees earned with respect to the N/I NUMERIC INVESTORS Micro Cap Fund,
N/I NUMERIC INVESTORS Growth Fund, N/I NUMERIC INVESTORS Growth & Value Fund and
N/I NUMERIC INVESTORS Larger Cap
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Value Fund in the amounts of 0.10%, 0.10%, 0.13% and 0.43%, respectively, of the
average daily net assets of such Funds. For the N/I NUMERIC INVESTORS Micro Cap
Fund, N/I NUMERIC INVESTORS Growth Fund, N/I NUMERIC INVESTORS Growth & Value
Fund and N/I NUMERIC INVESTORS Larger Cap Value Fund, RBB paid Numeric
investment advisory fees of 0.65%, 0.65%, 0.62% and 0.32%, respectively, of the
average daily net assets of such Funds.
CO-ADMINISTRATORS
Bear Stearns Funds Management Inc. ("BSFM"), an affiliate of Bear, Stearns
& Co. Inc. ("Bear Stearns"), serves as co-administrator to the Funds. BSFM's
principal business address is 245 Park Avenue, 15th Floor, New York, New York
10167. BSFM generally assists each of the Funds in all aspects of their
administration and operations. For its services, BSFM is entitled to a monthly
fee calculated at the annual rate of 0.05% of the first $150 million of each
Fund's average daily net assets and 0.02% on all assets above $150 million.
PFPC, an indirect wholly-owned subsidiary of PNC Bank, N.A. ("PNC"), also
serves as co-administrator to the Funds. PFPC's principal business address is
Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809.
PFPC assists the Funds in matters relating to the maintenance of financial
records and accounting. For its services, PFPC is entitled to a fee calculated
at the annual rate of 0.125% of each Fund's average daily net assets.
ADMINISTRATIVE SERVICES AGENT
Provident Distributors, Inc. ("PDI"), with principal offices at Four Falls
Corporate Center, 6th Floor, West Conshohocken, Pennsylvania 19428, provides
certain administrative services to the Funds not otherwise provided by BSFM or
PFPC. PDI furnishes certain internal administrative services to the Funds,
acts as a liaison between the Funds and their various services providers and
coordinates and assists in the preparation of proxy statements and reports
prepared on behalf of the Funds. For its services, PDI is entitled to a monthly
fee calculated at the annual rate of 0.15% of each Fund's average daily net
assets.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
PFPC serves as the Funds' transfer agent and dividend disbursing agent. The
services provided and the fees payable by the Funds for these services are
described in the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements."
CUSTODIAN
Custodial Trust Company ("CTC"), an affiliate of Bear Stearns, serves as
custodian for the Funds. The services provided and the fees payable by the
Funds for these services are described in the Statement of Additional
Information under "Investment Advisory, Distribution and Servicing
Arrangements."
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DISTRIBUTOR
PDI acts as distributor for the Funds pursuant to a distribution agreement
with RBB on behalf of the Funds.
EXPENSES
The expenses of each Fund are deducted from its total income before
dividends are paid. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios at the time such expenses are cited.
Numeric may assume additional expenses of the Funds from time to time. In
certain circumstances, Numeric may assume such expenses on the condition that it
is reimbursed by the Funds for such amounts prior to the end of a fiscal year.
In such event, the reimbursement of such amounts, will have the effect of
increasing a Fund's expense ratio and of decreasing the total return or yield to
investors.
For the fiscal year ended August 31, 1998, the total expenses (before
waivers and reimbursements) expressed as a percentage of average net assets of
the N/I NUMERIC INVESTORS Micro Cap Fund, the N/I NUMERIC INVESTORS Growth Fund,
the N/I NUMERIC INVESTORS Growth & Value Fund, and the N/I NUMERIC INVESTORS
Larger Cap Value Fund were 1.23%, 1.24%, 1.26% and 2.20%, respectively. The
N/I NUMERIC INVESTORS Small Cap Value Fund had not commenced operations as of
August 31, 1998.
FUND TRANSACTIONS
Numeric may consider a number of factors in determining which brokers to
use in purchasing or selling a Fund's securities. These factors, which are more
fully discussed in the Statement of Additional Information, include, but are not
limited to, research services, the reasonableness of commissions and quality of
services and execution. A Fund may enter into brokerage transactions with and
pay brokerage commissions to brokers that are affiliated persons (as such term
is defined in the 1940 Act) provided that the terms of the brokerage
transactions comply with the provisions of the 1940 Act.
Numeric may allocate trades among any or all of its clients, including the
Funds. Numeric combines orders and allocates to each account its proportionate
or "pro rata" share of the trade. Accounts included in the trade allocation may
include limited partnerships for which Numeric serves as general partner and in
which employees and/or partners of Numeric may own a substantial interest.
Numeric may cause the Funds to pay brokerage commissions which may be in excess
of the lowest rates available to brokers who execute transactions for the Funds
or who otherwise provide brokerage and research services utilized by Numeric,
provided that Numeric determines in good faith that the amount of each such
commission paid to a broker is reasonable in relation to the value of the
brokerage viewed in terms of either the particular transaction to which the
commission relates or Numeric's overall responsibilities with respect to the
Funds.
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HOW TO PURCHASE SHARES
GENERAL
Shares representing interests in the Funds are offered continuously
(subject to closure of the Funds as described on page 24) for sale by the
Distributor and may be purchased without imposition of a sales charge through
PFPC, the Funds' transfer agent. Shares may be purchased initially by completing
the application included in this Prospectus and forwarding the application and
payment to PFPC. Subsequent purchases of Shares may be effected by mailing a
check or Federal Reserve Draft payable to the order of "N/I NUMERIC INVESTORS
family of funds" to N/I NUMERIC INVESTORS family of funds, c/o PFPC, P.O. Box
8966, Wilmington, Delaware 19899-8966. The name of the Fund for which Shares are
being purchased must also appear on the check or Federal Reserve Draft. Federal
Reserve Drafts are available at national banks or any state bank which is a
member of the Federal Reserve System. Initial investments in any Fund must be at
least $3,000 and subsequent investments must be at least $100. The minimum
initial investment for an Automatic Investment Plan is $1,000 with minimum
monthly payments of $100. RBB reserves the right to reject any purchase order or
to waive the minimum initial or subsequent investment requirement. Investors
will be given notice of any increase in minimum investment requirements.
Provided that the investment is at least $2,500, an investor may also
purchase Shares by having his bank or his broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Funds do not
currently impose a sales charge for effecting wire transfers but reserve the
right to do so in the future. In order to ensure prompt receipt of an investor's
Federal Funds wire, for an initial investment, it is important that an investor
follows these steps:
A. Telephone the Funds' transfer agent, PFPC, toll-free at (800) 348-5031,
and provide your name, address, telephone number, Social Security or Tax
Identification Number, the Fund selected, the amount being wired, and by which
bank or broker. PFPC will then provide an investor with a Fund account number.
Investors with existing accounts should also notify PFPC prior to wiring funds.
B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:
PNC Bank, N.A.
ABA-0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2312
FROM: (name of investor)
ACCOUNT NUMBER: (investor's account number with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)
C. Fully complete and sign the Application and mail it to the address
shown thereon. PFPC will not process initial purchases until it receives a
completed and signed Application.
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For subsequent investments, an investor should follow steps A and B above.
Shares of the Funds may be purchased on any Business Day. A "Business Day"
is any day that the New York Stock Exchange (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and the preceding Friday or
subsequent Monday when one of those holidays falls on a Saturday or Sunday.
The price paid for a Fund's Shares purchased initially or acquired through
the exercise of an exchange privilege is based on the net asset value next
computed after a purchase order is received in good order by PFPC, provided such
order is transmitted to and received by PFPC prior to the close of regular
trading on the NYSE (generally 4:00 p.m. Eastern Time) on such day. Orders
received by PFPC after the close of regular trading on the NYSE are priced at
the net asset value next determined on the following Business Day. In those
cases where an investor pays for Shares by check, the purchase will be effected
at the net asset value next determined after PFPC receives payment in good
order.
Shareholders whose shares are held in a street name account and who desire
to transfer such shares to another street name account should contact the record
holder of their current street name account.
Some broker-dealers (other than the Distributor), financial institutions,
financial planners and other industry professionals ("Service Agents") may
impose certain conditions on their clients who invest in the Funds such as
initial and subsequent minimums and certain trading restrictions, which are in
addition to or different from those described in this Prospectus. Service
Agents may impose transaction or administrative charges or other direct fees,
which charges and fees would not be imposed if Fund shares are purchased
directly from a Fund. Therefore, a client or customer should contact the
organization acting on his behalf concerning the fees (if any) charged in
connection with a purchase or redemption of a Fund's shares and should read this
Prospectus in light of the terms governing his accounts with Service Agents.
Service Agents will be responsible for promptly transmitting client or customer
purchase and redemption orders to the Funds in accordance with their agreements
with clients or customers. Service Agents or, if applicable, their designees,
that have entered into agreements with a Fund or its agent may enter confirmed
purchase or redemption orders on behalf of clients and customers, with payment
to follow no later than the Funds' pricing on the following Business Day. If
payment is not received by such time, the Service Agent could be held liable for
resulting fees or losses. A Fund may be deemed to have received a purchase or
redemption order when a Service Agent, or, if applicable, its authorized
designee, accepts the order. Orders received by a Fund in proper form will be
priced at the Fund's net asset value next computed after they are accepted by
the Service Agent or its authorized designee.
AUTOMATIC INVESTMENT PLAN
Additional investments in Shares of the Funds may be made automatically by
authorizing PFPC to withdraw funds from your bank account through an Automatic
Investment Plan. Investors desiring to participate in an Automatic Investment
Plan should call PFPC at (800) 348-5031 to
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obtain the appropriate forms, or complete the appropriate section of the
Application included with this Prospectus. The minimum initial investment for an
Automatic Investment Plan is $1,000, with minimum monthly payments of $100.
RETIREMENT PLANS
N/I NUMERIC INVESTORS family of funds Shares may be purchased in
conjunction with individual retirement accounts ("IRAs"), rollover IRAs, or
pension, profit-sharing or other employer benefit plans. Contact PFPC for
further information as to applications and annual fees. To determine whether the
benefits of an IRA are available and/or appropriate, a shareholder should
consult with a tax adviser.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state
in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of any Fund for Shares of any other Fund up to three (3) times
per year (at least 30 days apart). Such exchange will be effected at the net
asset value of the exchanged Fund and the net asset value of the Fund to be
acquired next determined after PFPC's receipt of a request for an exchange. In
addition, RBB reserves the right to impose a $5.00 administrative fee for each
exchange. An exchange of Shares will be treated as a sale for federal income tax
purposes. See "Taxes." A shareholder wishing to make an exchange may do so by
sending a written request to PFPC.
If the exchanging shareholder does not currently own Shares of the Fund
whose Shares are being acquired, a new account will be established with the same
registration, dividend and capital gain options as the account from which shares
are exchanged, unless otherwise specified in writing by the shareholder with all
signatures guaranteed. A signature guarantee may be obtained from a domestic
bank or trust company, broker, dealer, clearing agency or savings association
who are participants in a medallion program recognized by the Securities
Transfer Association. The three recognized medallion programs are Securities
Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program
(SEMP) and New York Stock Exchange, Inc. Medallion Signature Program (MSP).
Signature guarantees which are not a part of these programs will not be
accepted. The exchange privilege may be modified or terminated at any time, or
from time to time, by RBB, upon 60 days' written notice to shareholders.
If an exchange is to a new N/I NUMERIC INVESTORS family fund, the dollar
value of Shares acquired must equal or exceed RBB's minimum for a new account;
if to an existing account, the dollar value must equal or exceed RBB's minimum
for subsequent investments. If an amount remains in the N/I NUMERIC INVESTORS
Fund from which the exchange is being made that is below the minimum account
value required by RBB, the account will be subject to involuntary redemption.
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PURCHASE AND EXCHANGE PRIVILEGE LIMITATIONS
The Funds' exchange privilege is not intended to afford shareholders a way
to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Funds have
established a policy of limiting excessive exchange activity.
Shareholders are entitled to three (3) exchange redemptions (at least 30
days apart) from each Fund during any twelve-month period. Notwithstanding these
limitations, the Funds reserve the right to reject any purchase request
(including exchange purchases from other N/I NUMERIC INVESTORS Funds) that the
Adviser reasonably deems to be disruptive to efficient portfolio management.
TELEPHONE TRANSACTIONS
In order to request redemptions and exchanges by telephone, an investor
must have completed and returned an account application containing the
appropriate telephone election. To add a telephone exchange feature to an
existing account that previously did not provide for this option, a Telephone
Exchange Authorization Form (available from PFPC) must be filed with PFPC. Once
this election has been made, the shareholder may simply contact PFPC by
telephone to request the exchange by calling (800) 348-5031. Neither RBB, the
Funds, the Distributor, the Co-Administrators, the Administrative Services
Agent, the transfer agent, nor any other Fund agent will be liable for any loss,
liability, cost or expense for following RBB's telephone transaction procedures
described below or for following instructions communicated by telephone that
they reasonably believe to be genuine.
RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account's federal tax
identification number and name of the Fund, all of which must match RBB's
records; (3) permitting exchanges only if the two account registrations are
identical; (4) requiring that redemption proceeds be sent only by check to the
account owners of record at the address of record, or by wire only to the owners
of record at the bank account of record; (5) sending a written confirmation for
each telephone transaction to the owners of record at the address of record
within five (5) business days of the call; and (6) maintaining tapes of
telephone transactions for six months, if the Fund elects to record shareholder
telephone transactions.
For accounts held of record by Service Agents, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under power of attorney.
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CLOSING OF FUNDS
Numeric will monitor the Funds' total assets and may close any of the Funds
at any time to new investment or new accounts due to concerns that a significant
increase in the size of a Fund may adversely affect the implementation of
Numeric's investment strategy. Numeric may also choose to reopen a closed fund
to new investment at any time, and may subsequently close such Fund again should
concerns regarding Fund size recur. Numeric reserves the right while a Fund is
closed to accept new investments from any of its employees or their spouses,
parents or children, or to further restrict the sale of its shares,
N/I NUMERIC INVESTORS MICRO CAP FUND. Shares of the N/I NUMERIC INVESTORS
Micro Cap Fund are offered only to certain existing shareholders of the Fund and
certain other persons, who are generally subject to cumulative, maximum purchase
amounts, as follows:
. Each person who on September 12, 1997 held shares of this Fund
directly, may invest up to an additional $25,000 in shares of this
Fund in each fiscal year ended August 31, plus distributions that are
automatically reinvested.
. Employees of Numeric and their spouses, parents and children may
invest in shares of this Fund without limit.
All purchase orders that are wholly or partially in excess of the
maximum purchase amounts will be returned. Other persons who are shareholders of
other N/I NUMERIC INVESTORS Funds are not permitted to acquire shares of this
Fund by exchange.
N/I NUMERIC INVESTORS GROWTH FUND. Shares of the N/I NUMERIC INVESTORS
Growth Fund are offered only to (i) persons who already hold shares of this Fund
directly or through accounts maintained by brokers by arrangement with RBB, (ii)
existing and future clients of financial advisors and planners whose clients
already hold shares of this Fund, and (iii) employees of Numeric and their
spouses and children. Other persons who are shareholders of other N/I NUMERIC
INVESTORS Funds are not permitted to acquire shares of this Fund by exchange.
Distributions to all shareholders of the Fund will continue to be reinvested
unless a shareholder elected otherwise.
N/I NUMERIC INVESTORS GROWTH & VALUE FUND. In the event that the net assets
of the N/I NUMERIC INVESTORS Growth & Value Fund increase to an amount that
exceeds $200,000,000, the restrictions that apply to the sale of shares of the
N/I NUMERIC INVESTORS Growth Fund would also apply to the sale of shares of this
Fund. As of December 7, 1998, the net assets of this Fund were $125 million.
HOW TO REDEEM SHARES
REDEMPTION IN WRITING
Shareholders may redeem for cash some or all of their Fund Shares at any
time. To do so, a written request in proper form must be sent directly to the
N/I NUMERIC INVESTORS family of funds c/o PFPC, P.O. Box 8966, Wilmington,
Delaware 19899-8966. Shareholders may also place
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redemption requests through a Service Agent, but such Service Agent might charge
a fee for this service.
A request for redemption must be signed by all persons in whose names the
Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed according to the procedures described above under "How to Purchase
Shares -- Exchange Privilege." A signature guarantee verifies the authenticity
of your signature. You may call PFPC at (800) 348-5031 with respect to
questions about signature guarantees.
Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. Additional documentary evidence of authority
is also required by PFPC in the event redemption is requested by a corporation,
partnership, trust, fiduciary, executor or administrator.
REDEMPTION BY TELEPHONE
Investors may redeem shares without charge by telephone if they have
checked the appropriate box and supplied the necessary information on the
Application, or have filed a Telephone Authorization with PFPC. An investor may
obtain a Telephone Authorization from PFPC by calling (800) 348-5031. The
proceeds will be mailed by check to an investor's registered address unless he
has designated in his Application or Telephone Authorization that such proceeds
are to be sent by wire transfer to a specified checking or savings account. If
proceeds are to be sent by wire transfer, a telephone redemption request
received prior to the close of regular trading on the NYSE will result in
redemption proceeds being wired to the investor's bank account on the next bank
business day and the redemption price will be the net asset value completed as
of the close of regular trading on the NYSE on that Business Day. A redemption
request received after the close of regular trading on the NYSE will be priced
at the net asset value computed on the next Business Day. All redemption
requests must be in good order before being processed. The minimum redemption
for proceeds sent by wire transfer is $2,500. There is no maximum for proceeds
sent by wire transfer. The Funds may modify this redemption service at any time
or charge a service fee upon prior notice to shareholders. No service fee is
currently contemplated, although RBB and PFPC reserve the right to refuse a
telephone redemption request if they deem it advisable to do so. RBB's telephone
procedures are set forth under "How to Purchase Shares -- Telephone
Transactions" above.
OTHER INFORMATION ON REDEMPTIONS
The Funds are not responsible for the efficiency of the Federal Wire System
or a shareholder's investment adviser, broker-dealer or bank. The shareholder is
responsible for any charges imposed by the shareholder's bank. To change the
name of the single designated bank account to receive redemptions, it is
necessary to send a written request (with a signature guaranteed as set forth
above) to The N/I NUMERIC INVESTORS family of funds, c/o PFPC Inc., P. 0. Box
8966, Wilmington, Delaware 19899-8966.
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INVOLUNTARY REDEMPTION
RBB reserves the right to redeem a shareholder's account in any Fund at any
time the net asset value of the account in such Fund falls below $500 as the
result of a redemption or an exchange request. Shareholders will be notified in
writing that the value of their account in a Fund is less than $500 and will be
allowed 30 days to make additional investments before the redemption is
processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by PFPC.
Payment for Shares redeemed is made by check mailed within seven days after
acceptance by PFPC of the request and any other necessary documents in proper
order. Such payment may be postponed or the right of redemption suspended as
provided by the rules of the SEC. If the Shares to be redeemed have been
recently purchased by check, PFPC may delay mailing a redemption check, which
may be a period of up to 15 days, pending a determination that the check has
cleared.
REDEMPTION IN-KIND
The Funds reserve the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption of a Fund's shares by making
payment in whole or in part in securities chosen by the Fund and valued in the
same way as they would be valued for purposes of computing a Fund's net asset
value. If payment is made in securities, a shareholder may incur transaction
costs in converting these securities into cash after they have redeemed their
Shares. The Funds have elected, however, to be governed by Rule 18f-1 under the
1940 Act, so that a Fund is obligated to redeem its Shares solely in cash up to
the lesser of $250,000 or 1% of its net asset value during any 90-day period for
any one shareholder of a Fund.
AUTOMATIC WITHDRAWAL
Automatic withdrawal permits investors to request withdrawal of a specified
dollar amount (minimum of $25) on either a monthly, quarterly or annual basis if
the investor has a $10,000 minimum account. An application for automatic
withdrawal can be obtained from PFPC. Automatic withdrawal may be ended at any
time by the investor, RBB or PFPC. Purchases of additional shares concurrently
with withdrawals generally are undesirable.
NET ASSET VALUE
The net asset value of each Fund is calculated as of the close of regular
trading on the NYSE on each Business Day. The net asset value for each Fund is
calculated by adding the value of all its securities, cash and other assets,
deducting its actual and accrued liabilities and dividing the result by the
number of outstanding Shares of a Fund. The net asset value of each Fund is
calculated independently of the other Funds.
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Valuation of securities held by each 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 under
procedures established by 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 RBB's Board of Directors, each Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value a Fund's
securities. A more detailed discussion of net asset value and security
valuation is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
Each Fund will distribute substantially all of its net investment income
and net realized capital gains, if any, to its shareholders. Its distributions
are reinvested in additional full and fractional Shares of the Fund unless a
shareholder elects otherwise.
The Funds expect to declare and pay dividends from net investment income
annually, generally near the end of the year. Net realized capital gains
(including net short-term capital gains), if any, will be distributed at least
annually.
TAXES
The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Funds and their shareholders and is
not intended as a substitute for careful tax planning. Accordingly, investors in
the Funds should consult their tax advisers with specific reference to their own
tax situation.
Each Fund will elect to be taxed as a regulated investment company for
federal income tax purposes. So long as each Fund qualifies for this tax
treatment, it will be relieved of federal income tax on amounts distributed to
shareholders.
Fund shareholders, unless otherwise exempt, will be taxed on Fund
distributions (except distributions that are treated for federal income tax
purposes as a return of capital) regardless of whether the distributions are
received in cash or reinvested in additional shares. Distributions by a Fund
attributable to its "net capital gain" (the excess of its net long-term capital
gain i.e., gains or assets held more than 12 months over its net short-term
capital loss), if any, qualify as "capital gains distributions." These
distributions are taxable to shareholders as long-term capital gain, regardless
of how long each shareholder has held shares. For individuals, long-term
capital gain is generally subject to a maximum federal tax rate of 20%.
RBB will send written notices to shareholders annually regarding the tax
status of
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distributions made by the Funds. Dividends declared in October, November or
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, if such dividends are paid during January of the following
year.
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 sell or redeem shares, or 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. The
gain or loss will be long-term capital gain or loss if the shares have been held
for more than 12 months, and short-term otherwise, except that a loss on shares
held six months or less will be treated as long term capital loss to the extent
of any capital gains distributions received on the shares.
Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships are generally subject to
different U.S. federal income tax treatment from that described above.
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 18.326 billion shares are currently classified
into ninety-seven different classes of Common Stock (see "Description of Shares"
in the Statement of Additional Information).
Exchanges between the N/I NUMERIC INVESTORS family of funds and other
families of RBB are not permitted. In addition, persons who are shareholders of
the other N/I NUMERIC INVESTORS Funds are not permitted to acquire shares of the
N/I NUMERIC INVESTORS Growth Fund or N/I NUMERIC INVESTORS Micro Cap Fund by
exchange.
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE N/I NUMERIC INVESTORS FAMILY CLASSES AND DESCRIBE
ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND OTHER
MATTERS RELATING TO THE N/I NUMERIC INVESTORS FAMILY CLASSES.
Each share that represents an interest in a Fund has an equal proportionate
interest in the assets belonging to such Fund with each other share that
represents an interest in such Fund, even where a share has a different class
designation than another share representing an interest in that Fund. Shares of
RBB do not have preemptive or conversion rights. When issued for payment as
described in this Prospectus, shares of RBB will be fully paid and non-
assessable.
-28-
<PAGE>
RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
Holders of shares of each of the Funds will vote in the aggregate and not
by class on all matters, except where otherwise required by law. Further,
shareholders of all investment portfolios of RBB will vote in the aggregate and
not by portfolio except as otherwise required by law or when the Board of
Directors determines that the matter to be voted upon affects only the interests
of the shareholders of a particular investment portfolio. (See the Statement of
Additional Information under "Additional Information Concerning Fund Shares" for
examples when the 1940 Act requires voting by investment portfolio or by class.)
Shareholders of RBB are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative and, accordingly, the holders of more
than 50% of the aggregate shares of Common Stock of RBB may elect all of the
directors.
As of November 16, 1998, to RBB's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the
Funds' investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to PFPC,
Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware
19809, toll-free (800) 348-5031.
FUND PERFORMANCE INFORMATION
From time to time, the Funds may advertise their performance, including
comparisons to other mutual funds with similar investment objectives or to stock
or other relevant indices. All such advertisements will show the average annual
total return over one, five and ten year periods or, if such periods have not
yet elapsed, shorter periods corresponding to the life of such Funds. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Funds may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately a Fund's
performance with other measures of investment return. For example, a Fund's
total return may be compared with data published by Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company
Service, or with the performance of the Standard & Poor's 500 Stock Index or the
Dow Jones Industrial Average, as well as the benchmarks described in the
Appendix to this
-29-
<PAGE>
Prospectus. Performance information may also include evaluation of the Funds by
nationally recognized ranking services and information as reported in financial
publications such as Barron's, Business Week, Forbes, Fortune, Money Magazine,
Mutual Fund Magazine, The New York Times, The Wall Street Journal, or other
national, regional or local publications. All advertisements containing
performance data will include a legend disclosing that such performance data
represents past performance and that the investment return and principal value
of an investment will fluctuate so that an investor's Shares, when redeemed, may
be worth more or less than their original cost.
-30-
<PAGE>
APPENDIX A
PERFORMANCE BENCHMARKS
<TABLE>
<CAPTION>
N/I NUMERIC PERFORMANCE
INVESTORS FUND BENCHMARK DESCRIPTION
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Micro Cap Russell 2000 The Russell 2000 is an index of stocks 1001 through 3000 in
Growth Index the Russell 3000 Index as ranked by total market
capitalization. This index is segmented into growth and
value categories. The Russell 2000 Growth Index contains
stocks from the Russell 2000 with greater-than- average
growth orientation. Companies in this index generally have
higher price-to-book and price/earnings ratios.
- ---------------------------------------------------------------------------------------------------------------------------
Growth Russell 2500 The Russell 2500 is an index of stocks 501 through 3000 in
Growth Index the Russell 3000 Index, as ranked by total market
capitalization. This index is segmented into growth and
value categories. The Russell 2500 Growth Index contains
stocks from the Russell 2500 with greater-than-average
growth orientation. Companies in this index generally have
higher price-to-book and price/earnings ratios.
- ---------------------------------------------------------------------------------------------------------------------------
Growth & Value S&P MidCap 400 A broad-based index of 400 companies with market
Index capitalizations currently from $200 million to $38 billion.
The Standard & Poor's MidCap 400 Index is a widely accepted,
unmanaged index of overall mid-cap stock market performance.
- ---------------------------------------------------------------------------------------------------------------------------
Larger Cap Value Russell 1000 Value The Russell 1000 Index consists of the 1,000 largest
Index securities in the Russell 3000 Index as ranked by total
market capitalization. This index is segmented into growth
and value categories. The Russell 1000 Value Index contains
stocks from the Russell 1000 with less than average growth
orientation. Companies in this index generally have low
price to book and price/earnings ratios, higher dividend
yields, and lower forecasted growth values.
- ---------------------------------------------------------------------------------------------------------------------------
Small Cap Value Russell 2000 Value The Russell 2000 is an index of stocks 1001 through 3000 in
Index the Russell 3000 Index as ranked by total market
capitalization. This index is segmented into growth and
value categories. The Russell 2000 Value Index contains
stocks from the Russell 2000 with less than average growth
orientation. Companies in this index generally have low
price to book and price/earnings ratios, higher dividend
yields, and lower forecasted growth values.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
App. A-1
<PAGE>
N/I NUMERIC INVESTORS family of funds
1-800-NUMERIC (686-3742)
ACCOUNT APPLICATION
Please Note: Do not use this form to open an individual retirement plan account
(such as an IRA). For an IRA application or help with this Application, please
call 1-800-NUMERIC (686-3742).
- -------------------------------------------------------------------------------
1. ACCOUNT REGISTRATION: (PLEASE CHECK THE APPROPRIATE BOX(ES) BELOW.)
- -------------------------------------------------------------------------------
[_] Individual [_] Joint Tenant
_______________________________________________________________________________
NAME
_______________________________________________________________________________
SOCIAL SECURITY NUMBER OF PRIMARY OWNER
_______________________________________________________________________________
NAME OF JOINT OWNER (if applicable)
_______________________________________________________________________________
JOINT OWNER SOCIAL SECURITY NUMBER
For joint accounts, the account registrants will be joint tenants with right of
survivorship and not tenants in common unless tenants in common or community
property registrations are requested.
GIFT TO MINOR (IF APPLICABLE):
[_] UNIFORM GIFTS/TRANSFERS TO MINOR'S ACT
_______________________________________________________________________________
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
_______________________________________________________________________________
NAME OF MINOR (ONLY ONE PERMITTED)
_______________________________________________________________________________
MINOR'S SOCIAL SECURITY NUMBER DATE OF BIRTH
<PAGE>
CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY (IF APPLICABLE):
_______________________________________________________________________________
_______________________________________________________________________________
NAME OF CORPORATION, PARTNERSHIP, OR OTHER
_______________________________________________________________________________
NAME(S) OF TRUSTEE(S)
_______________________________________________________________________________
TAXPAYER IDENTIFICATION NUMBER
_______________________________________________________________________________
TRUST DATE
- -------------------------------------------------------------------------------
2. MAILING ADDRESS:
- -------------------------------------------------------------------------------
_______________________________________________________________________________
STREET OR P.O. BOX APARTMENT NUMBER
_______________________________________________________________________________
CITY STATE ZIP CODE
( ) ( )
- -------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
E-MAIL ADDRESS (OPTIONAL BUT RECOMMENDED)__________________________________
- -------------------------------------------------------------------------------
3. INVESTMENT AMOUNT:
- -------------------------------------------------------------------------------
Minimum initial investment of $3,000 per Fund or $1,000 for an automatic
investment plan.
[_] N/I NUMERIC INVESTORS MICRO CAP $ CLOSED
-------
[_] N/I NUMERIC INVESTORS GROWTH $ CLOSED
-------
[_] N/I NUMERIC INVESTORS GROWTH & VALUE $_______
<PAGE>
[_] N/I NUMERIC INVESTORS LARGER CAP VALUE $_______
[_] N/I NUMERIC INVESTORS SMALL CAP VALUE $_______
Make the check payable to N/I NUMERIC INVESTORS family of funds.
Shareholders may not purchase shares of the N/I NUMERIC INVESTORS Funds with a
check issued by a third party and endorsed over to the Funds. Checks for
investment must be made payable to the N/I NUMERIC INVESTORS family of funds.
- -------------------------------------------------------------------------------
4. DISTRIBUTION OPTIONS:
- -------------------------------------------------------------------------------
NOTE: Dividends and capital gains may be reinvested or paid by check. If no
options are selected below, both dividends and capital gains will be reinvested
in additional Fund shares.
DIVIDENDS [_] Pay by check [_] Reinvest
CAPITAL GAINS [_] Pay by check [_] Reinvest
Please check one of the following options:
[_] Please mail checks to Address of Record
(Named in Section 2)
[_] Please electronically credit my Bank of Record
(Named in Section 8)
- -------------------------------------------------------------------------------
5. TELEPHONE EXCHANGE AND REDEMPTION:
- -------------------------------------------------------------------------------
To use either or both of these options, you must initial the appropriate line
below.
I authorize the Transfer Agent to accept instructions from any person to
exchange shares in my account(s) by telephone in accordance with the procedures
and conditions set forth in the Fund's current prospectus.
________ ________ Exchange shares for shares of another N/I
initial joint initial NUMERIC INVESTORS Fund.
________ ________ Redeem shares, and send the proceeds to the
initial joint initial address of record (not applicable to IRA
accounts).
<PAGE>
- -------------------------------------------------------------------------------
6. AUTOMATIC INVESTMENT PLAN (IF APPLICABLE):
- -------------------------------------------------------------------------------
Please attach an unsigned, voided check.
The Automatic Investment Plan ($1,000 minimum initial investment), makes
possible regularly scheduled purchases of Fund shares. The Fund's Transfer
Agent can arrange for an amount of money selected by you ($100 minimum to be
deducted from your checking account and used to purchase shares of a specified
N/I NUMERIC INVESTORS Fund.
Please debit $______ from my checking account (named below) on or about the 20th
of every month.
$___________ into the__________________Fund____________Start Month.
$100 minimum
$___________ into the__________________Fund____________Start Month.
$100 minimum
$___________ into the__________________Fund____________Start Month.
$100 minimum
$___________ into the__________________Fund____________Start Month.
$100 minimum
$___________ into the__________________Fund____________Start Month.
$100 minimum
- -------------------------------------------------------------------------------
7. SYSTEMATIC WITHDRAWAL PLAN (IF APPLICABLE):
- -------------------------------------------------------------------------------
Please attach an unsigned, voided check.
To select this option please fill out the information below:
Fund Name_________________ Amount____________
Startup Month_____________
<PAGE>
Frequency Options: [_] Annually [_] Monthly [_] Quarterly
. A minimum account value of $10,000 in a single account is required to
establish a Systematic Withdrawal Plan
. Payments will be made on or near the 25th of the month
Complete only if using Automatic Investment Plan or Systematic Withdrawal
Plan
- -------------------------------------------------------------------------------
8. BANK OF RECORD:
- -------------------------------------------------------------------------------
Complete only if using Automatic Investment Plan (Section 6) or Systematic
Withdrawal Plan (Section 7)
_______________________________________________________________________________
BANK NAME
_______________________________________________________________________________
STREET ADDRESS OR P.O. BOX
_______________________________________________________________________________
CITY STATE ZIP CODE
_______________________________________________________________________________
BANK ABA NUMBER BANK ACCOUNT NUMBER
- -------------------------------------------------------------------------------
9. SIGNATURES:
- -------------------------------------------------------------------------------
The undersigned warrants that I (we) have full authority and, if a natural
person, I (we) am (are) of legal age to purchase shares pursuant to this Account
Information Form, and I (we) have received a current prospectus for the N/I
NUMERIC INVESTORS Fund(s) in which I (we) am (are) investing.
Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required
to have the following certification:
UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER
(OR I AM WAITING FOR A NUMBER TO BE ISSUED TO ME), AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (A) I AM EXEMPT FROM BACKUP
WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE
THAT I AM SUBJECT TO 31% BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT
ALL INTEREST OR DIVIDENDS, OR (C) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER
SUBJECT TO BACKUP WITHHOLDING.
<PAGE>
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 1-800-NUMERIC (686-3742). For information on new or existing accounts
call 1-800-348-5031.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO:
N/I NUMERIC INVESTORS FAMILY OF FUNDS
C/O PFPC INC.
P.O. BOX 8966
WILMINGTON, DE 19899-8966
<PAGE>
INVESTMENT ADVISER
Numeric Investors L.P.(R)
One Memorial Drive
Cambridge, MA 02142
CUSTODIAN
Custodial Trust Company
101 Carnegie Center
Princeton, NJ 05840
CO-ADMINISTRATOR, TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT
PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
CO-ADMINISTRATOR
Bear Stearns Funds Management Inc.
245 Park Avenue, 15th floor
New York, NY 10167
DISTRIBUTOR AND ADMINISTRATIVE SERVICES AGENT
Provident Distributors, Inc.
Four Falls Corporate Center, 6th Floor
West Conshohocken, Pennsylvania 19428
COUNSEL
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA 19103
<PAGE>
N/I NUMERIC INVESTORS Micro Cap Fund
N/I NUMERIC INVESTORS Growth Fund
N/I NUMERIC INVESTORS Growth & Value Fund
N/I NUMERIC INVESTORS Larger Cap Value Fund
N/I NUMERIC INVESTORS Small Cap Value Fund
(Investment Portfolios of The RBB Fund, Inc.)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides supplementary information
pertaining to shares of the classes (the "Shares") representing interests in the
N/I NUMERIC INVESTORS Micro Cap Fund (the "Micro Cap Fund"), the N/I NUMERIC
INVESTORS Growth Fund (the "Growth Fund"), the N/I NUMERIC INVESTORS Growth &
Value Fund (the "Growth & Value Fund"), the N/I NUMERIC INVESTORS Larger Cap
Value Fund (the "Larger Cap Value Fund") and the N/I NUMERIC INVESTORS Small Cap
Value Fund (the "Small Cap Value Fund") (together, the "Funds") of The RBB Fund,
Inc. ("RBB"). This Statement of Additional Information is not a prospectus and
should be read only in conjunction with the N/I NUMERIC INVESTORS family of
funds Prospectus dated December 28, 1998 (the "Prospectus"). A copy of the
Prospectus may be obtained from Numeric by calling toll-free (800) NUMERIC
[(800) 686-3742]. This Statement of Additional Information is dated December
28, 1998.
<TABLE>
<CAPTION>
Page
----
<S> <C>
General............................................. 3
Investment Objectives and Policies.................. 3
Investment Limitations.............................. 13
Directors and Officers.............................. 15
Investment Advisory, Distribution and Servicing
Arrangements....................................... 19
Fund Transactions................................... 26
Purchase and Redemption Information................. 28
Valuation of Shares................................. 30
Performance Information............................. 30
Taxes............................................... 34
Description of Shares............................... 36
Additional Information Concerning Fund Shares....... 39
Miscellaneous....................................... 40
Financial Statements................................ 41
Appendix A.......................................... A-1
</TABLE>
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION IN
CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY RBB OR ITS DISTRIBUTOR. THE STATEMENT OF ADDITIONAL INFORMATION DOES NOT
CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
-2-
<PAGE>
GENERAL
RBB is an open-end management investment company currently operating or
proposing to operate seventeen separate investment portfolios. RBB is
registered as an open-end investment company under the Investment Company Act of
1940 (the "1940 Act") and was organized as a Maryland corporation on February
29, 1988. This Statement of Additional Information pertains to Shares
representing interests in the Funds offered by the Prospectus dated December
28, 1998.
Capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Funds.
FUTURES
Futures Contracts. When a Fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When a
Fund sells a futures contract, it agrees to sell the underlying instrument at a
specified future date. The price at which the purchase and sale will take place
is fixed when a Fund enters into the contract. The underlying instrument may be
a specified type of security, such as U.S. Treasury bonds or notes.
The majority of futures contracts are closed out by entering into an
offsetting purchase or sale transaction in the same contract on the exchange
where they are traded, rather than being held for the life of the contract.
Futures contracts are closed out at their current prices, which may result in a
gain or loss.
If a Fund holds a futures contract until the delivery date, it will be
required to complete the purchase and sale contemplated by the contract. In the
case of futures contracts on securities, the purchaser generally must deliver
the agreed-upon purchase price in cash, and the seller must deliver securities
that meet the specified characteristics of the contract.
A Fund may purchase futures contracts as an alternative to purchasing
actual securities. For example, if a Fund intended to purchase bonds but had not
yet done so, it could purchase a futures contract in order to lock in current
bond prices while deciding on particular investments. This strategy is sometimes
known as an anticipatory hedge. Alternatively, a Fund could purchase a futures
contract if it had cash and short-term securities on hand that it wished to
invest in longer-term securities, but at the same time that Fund wished to
maintain a highly liquid position in order to be prepared to meet redemption
requests or other obligations. In these
-3-
<PAGE>
strategies a Fund would use futures contracts to attempt to achieve an overall
return -- whether positive or negative -- similar to the return from longer-term
securities, while taking advantage of potentially greater liquidity that futures
contracts may offer. Although the Funds would hold cash and liquid debt
securities in a segregated account with a value sufficient to cover their open
futures obligations, the segregated assets would be available to the Funds
immediately upon closing out the futures position, while settlement of
securities transactions can take several days. However, because a Fund's cash
that would otherwise have been invested in higher-yielding bonds would be held
uninvested or invested in short-term securities so long as the futures position
remains open, the Fund's return would involve a smaller amount of interest
income and potentially a greater amount of capital gain or loss.
The Funds may sell futures contracts to hedge their other investments
against changes in value, or as an alternative to sales of securities. For
example, if the investment adviser anticipated a decline in bond prices, but did
not wish to sell bonds owned by a Fund, it could sell a futures contract in
order to lock in a current sale price. If prices subsequently fell, the future
contract's value would be expected to rise and offset all or a portion of the
loss in the bonds that the Fund had hedged. Of course, if prices subsequently
rose, the futures contract's value could be expected to fall and offset all or a
portion of the benefit of the Fund. In this type of strategy, a Fund's return
will tend to involve a larger component of interest income, because the Fund
will remain invested in longer-term securities rather than selling them and
investing the proceeds in short-term securities which generally provide lower
yields.
Futures margin payments. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the contract
is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker (known as a futures
commission merchant, or FCM), when the contract is entered into. Initial margin
deposits are equal to a percentage of the contract's value, as set by the
exchange where the contract is traded, and may be maintained in cash or high
quality liquid securities. If the value of either party's position declines,
that party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may be
entitled to receive all or a portion of this amount. Initial and variation
margin payments are similar to good faith deposits or performance bonds, unlike
margin extended by a securities broker, and initial and variation margin
payments do not constitute purchasing securities on margin for purposes of a
Fund's investment limitations. In the event of the bankruptcy of an FCM that
holds margin on behalf of a Fund, that Fund may be entitled to a return of
margin owed to it only in proportion to the amount received by the FCM's other
customers. The investment adviser will attempt to minimize this risk by careful
monitoring of the creditworthiness of the FCMs with which a Fund does business.
Correlation of price changes. The prices of futures contracts depend
primarily on the value of their underlying instruments. Because there are a
limited number of types of futures contracts, it is likely that the standardized
futures contracts available to a Fund will not match that Fund's current or
anticipated investments. Futures prices can also diverge from the prices of
their underlying instruments, even if the underlying instruments match a Fund's
investments well. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instrument, and the time remaining until expiration
-4-
<PAGE>
of the contract, which may not affect security prices the same way. Imperfect
correlation between a Fund's investments and its futures positions may also
result from differing levels of demand in the futures markets and the securities
markets, from structural differences in how futures and securities are traded,
or from imposition of daily price fluctuation limits for futures contracts. The
Funds may purchase or sell futures contracts with a greater or lesser value than
the securities they wish to hedge or intend to purchase in order to attempt to
compensate for differences in historical volatility between the futures contract
and the securities, although this may not be successful in all cases. If price
changes in a Fund's futures positions are poorly correlated with its other
investments, its futures positions may fail to produce anticipated gains or
result in losses that are not offset by the gains in the Fund's other
investments.
Liquidity of futures contracts. Because futures contracts are generally
settled within a day from the date they are closed out, compared with a
settlement period of seven days for some types of securities, the futures
markets can provide liquidity superior to the securities markets in many cases.
Nevertheless, there is no assurance a liquid secondary market will exist for any
particular futures contract at any particular time. In addition, futures
exchanges may establish daily price fluctuation limits for futures contracts and
may halt trading if a contract's price moves upward or downward more than the
limit in a given day. On volatile trading days when the price fluctuation limit
is reached, it may be impossible for a Fund to enter into new positions or close
out existing positions. If the secondary market for a futures contract is not
liquid because of price fluctuation limits or otherwise, it would prevent prompt
liquidation of unfavorable futures positions, and potentially could require a
Fund to continue to hold a futures position until the delivery date regardless
of changes in its value. As a result, a Fund's access to other assets held to
cover its futures positions could also be impaired.
PUT AND CALL OPTIONS
Purchasing Put Options. By purchasing a put option, a Fund obtains the
right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. The option may give a Fund the right to sell only on the
option's expiration date, or may be exercisable at any time up to and including
that date. In return for this right, a Fund pays the current market price for
the option (known as the option premium). The option's underlying instrument may
be a security or a futures contract.
A Fund may terminate its position in a put option it has purchased by
allowing it to expire or by exercising the option. If the option is allowed to
expire, the Fund will lose the entire premium it paid. If the Fund exercises the
option, it completes the sale of the underlying instrument at the strike price.
If a Fund exercises a put option on a futures contract, it assumes a seller's
position in the underlying futures contract. Purchasing an option on a futures
contract does not require a Fund to make futures margin payments unless it
exercises the option. A Fund may also terminate a put option position by closing
it out in the secondary market at its current price, if a liquid secondary
market exists.
Put options may be used by a Fund to hedge securities it owns, in a manner
similar to selling futures contracts, by locking in a minimum price at which the
Fund can sell. If security prices fall, the value of the put option would be
expected to rise and offset all or a portion of the
-5-
<PAGE>
Fund's resulting losses. The put thus acts as a hedge against a fall in the
price of such securities. However, all other things being equal (including
securities prices) option premiums tend to decrease over time as the expiration
date nears. Therefore, because of the cost of the option in the form of the
premium (and transaction costs), a Fund would expect to suffer a loss in the put
option if prices do not decline sufficiently to offset the deterioration in the
value of the option premium. This potential loss represents the cost of the
hedge against a fall in prices. At the same time, because the maximum a Fund has
at risk is the cost of the option, purchasing put options does not eliminate the
potential for a Fund to profit from an increase in the value of the securities
hedged to the same extent as selling a futures contract.
Purchasing Call Options. The features of call options are essentially the
same as those of put options, except that the purchaser of a call option obtains
the right to purchase, rather than sell, the underlying instrument at the
option's strike price (call options on futures contracts are settled by
purchasing the underlying futures contract). By purchasing a call option, a
Fund would attempt to participate in potential price increases of the underlying
instrument, with results similar to those obtainable from purchasing a futures
contract, but with risk limited to the cost of the option if security prices
fell. At the same time, a Fund can expect to suffer a loss if security prices
do not rise sufficiently to offset the cost of the option.
The Funds will purchase call options only in connection with "closing
purchase transactions." A Fund may terminate its position in a call option by
entering into a closing purchase transaction. A closing purchase transaction is
the purchase of a call option on the same security with the same exercise price
and call period as the option previously written by a Fund. If a Fund is unable
to enter into a closing purchase transaction, the Fund may be required to hold a
security that it might otherwise have sold to protect against depreciation.
Writing Put Options. When a Fund writes a put option, it takes the opposite
side of the transaction from the option's purchaser. In return for receipt of
the premium, a Fund assumes the obligation to pay the strike price for the
option's underlying instrument if the other party to the option chooses to
exercise it. When writing an option on a futures contract a Fund will be
required to make margin payments to an FCM as described above for futures
contracts. A Fund may seek to terminate its position in a put option it writes
before exercise by closing out the option in the secondary market at its current
price. If the secondary market is not liquid for an option a Fund has written,
however, the Fund must continue to be prepared to pay the strike price while the
option is outstanding, regardless of price changes, and must continue to set
aside assets to cover its position.
A Fund may write put options as an alternative to purchasing actual
securities. If security prices rise, the Fund would expect to profit from a
written put option, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it is likely
that the Fund will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the Fund would expect to
suffer a loss. This loss should be less than the loss the Fund would have
experienced from purchasing the underlying instrument directly, however, because
the premium received for writing the option should mitigate the effects of the
decline. As with other futures and options strategies used as alternatives for
purchasing securities, a Fund's return from writing put options generally will
involve a smaller amount of
-6-
<PAGE>
interest income than purchasing longer-term securities directly, because a
Fund's cash will be invested in shorter-term securities which usually offer
lower yields.
Writing Call Options. Writing a call option obligates a Fund to sell or
deliver the option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options are similar
to those of writing put options, as described above, except that writing covered
call options generally is a profitable strategy if prices remain the same or
fall. Through receipt of the option premium, a Fund would seek to mitigate the
effects of a price decline. At the same time, because a Fund would have to be
prepared to deliver the underlying instrument in return for the strike price,
even if its current value is greater, the Fund would give up some ability to
participate in security price increases when writing call options.
Combined Option Positions. A Fund may purchase and write options in
combination with each other to adjust the risk and return characteristics of the
overall position. For example, a Fund may purchase a put option and write a
call option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call
option at one strike price and buying a call option at a lower price, in order
to reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open and
close out.
Risks of Options Transactions. Options are subject to risks similar to
those described above with respect to futures contracts, including the risk of
imperfect correlation between the option and a Fund's other investments and the
risk that there might not be a liquid secondary market for the option. In the
case of options on futures contracts, there is also a risk of imperfect
correlation between the option and the underlying futures contract. Options are
also subject to the risks of an illiquid secondary market, particularly in
strategies involving writing options, which a Fund cannot terminate by exercise.
In general, options whose strike prices are close to their underlying
instruments' current value will have the highest trading volume, while options
whose strike prices are further away may be less liquid. The liquidity of
options may also be affected if options exchanges impose trading halts,
particularly when markets are volatile.
Asset Coverage for Futures and Options Positions. A Fund will not use
leverage in its options and futures strategies. A Fund will hold securities or
other options or futures positions whose values are expected to offset its
obligations under the hedge strategies. A Fund will not enter into an option or
futures position that exposes the Fund to an obligation to another party unless
it owns either (i) an offsetting position in securities or other options or
futures contracts or (ii) cash, receivables and short-term debt securities with
a value sufficient to cover its potential obligations. A Fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and if the guidelines so require will set
aside cash and high grade liquid debt securities in a segregated account with
its custodian bank in the amount prescribed. Securities held in a segregated
account cannot be sold while the futures or option strategy is outstanding,
unless they are replaced with similar securities. As a result, there is a
possibility that segregation of a large percentage of a Fund's assets could
impede
-7-
<PAGE>
portfolio management or the Fund's ability to meet redemption requests or other
current obligations.
Limitations on Futures and Options Transactions. RBB, on behalf of the
Funds, has filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" with the Commodity Futures Trading Commission
("CFTC") and the National Futures Association, which regulate trading in the
futures markets. Pursuant to Section 4.5 of the regulations under the Commodity
Exchange Act, the Funds will not enter into any commodity futures contract or
option on a commodity futures contract for non-hedging purposes if, as a result,
the sum of initial margin deposits on commodity futures contracts and related
commodity options and premiums paid for options on commodity futures contracts
the Funds have purchased would exceed 5% of a Fund's net assets after taking
into account unrealized profits and losses on such contracts.
The Funds' limitations on investments in futures contracts and their
policies regarding futures contracts and the limitations on investments in
options and its policies regarding options discussed above in this Statement of
Additional Information, are not fundamental policies and may be changed as
regulatory agencies permit. The Funds will not modify the above limitations to
increase its permissible futures and options activities without supplying
additional information in a current Prospectus or Statement of Additional
Information that has been distributed or made available to the Funds'
shareholders.
SHORT SALES "AGAINST THE BOX"
In a short sale, a Fund sells a borrowed security and has a corresponding
obligation to the lender to return the identical security. A Fund may engage in
short sales if at the time of the short sale it owns or has the right to obtain,
at no additional cost, an equal amount of the security being sold short. This
investment technique is known as a short sale "against the box." In a short
sale, a seller does not immediately deliver the securities sold and is said to
have a short position in those securities until delivery occurs. If a Fund
engages in a short sale, the collateral for the short position will be
maintained by the Fund's custodian or a qualified sub-custodian. While the
short sale is open, the Fund will maintain in a segregated account an amount of
securities equal in kind and amount to the securities sold short or securities
convertible into or exchangeable for such equivalent securities. These
securities constitute a Fund's long position. The Funds will not engage in
short sales against the box for speculative purposes. A Fund may, however, make
a short sale as a hedge, when it believes that the price of a security may
decline, causing a decline in the value of a security owned by the Fund (or a
security convertible or exchangeable for such security), or when the Fund wants
to sell the security at an attractive current price, but also wishes possibly to
defer recognition of gain or loss for federal income tax purposes. (A short
sale against the box will defer recognition of gain for federal income tax
purposes only if the Portfolio subsequently closes the short position by making
a purchase of the relevant securities no later than 30 days after the end of the
taxable year.) In such case, any future losses in a Fund's long position should
be reduced by a gain in the short position. Conversely, any gain in the long
position should be reduced by a loss in the short position. The extent to which
such gains or losses are reduced will depend upon the amount of the security
sold short relative to the amount a Fund owns. There will be certain additional
transaction costs
-8-
<PAGE>
associated with short sales against the box, but the Funds will endeavor to
offset these costs with the income from the investment of the cash proceeds of
short sales.
SECTION 4(2) PAPER
"Section 4(2) paper" is commercial paper which is issued in reliance on the
"private placement" exemption from registration which is afforded by Section
4(2) of the Securities Act of 1933. Section 4(2) paper is restricted as to
disposition under the federal securities laws and is generally sold to
institutional investors such as the Funds which agree that they are purchasing
the paper for investment and not with a view to public distribution. Any resale
by the purchaser must be in an exempt transaction. Section 4(2) paper normally
is resold to other institutional investors through or with the assistance of
investment dealers who make a market in the Section 4(2) paper, thereby
providing liquidity. See "Illiquid Securities" below and Appendix "A" for a
list of commercial paper ratings.
RIGHTS OFFERINGS AND PURCHASE WARRANTS
Rights offerings and purchase warrants are privileges issued by a
corporation which enable the owner to subscribe to and purchase a specified
number of shares of the corporation at a specified price during a specified
period of time. Subscription rights normally have a short lifespan to
expiration. The purchase of rights or warrants involves the risk that a Fund
could lose the purchase value of a right or warrant if the right to subscribe to
additional shares is not executed prior to the rights and warrants expiration.
Also, the purchase of rights and/or warrants involves the risk that the
effective price paid for the right and/or warrant added to the subscription
price of the related security may exceed the value of the subscribed security's
market price such as when there is no movement in the level of the underlying
security.
ILLIQUID SECURITIES
A Fund may not invest more than 15% of its net assets in illiquid
securities, including repurchase agreements which have a maturity of longer than
seven days and securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale.
Securities that have legal or contractual restrictions on resale but have a
readily available market are not considered illiquid for purposes of this
limitation. Repurchase agreements subject to demand are deemed to have a
maturity equal to the notice period.
Mutual funds do not typically hold a significant amount of illiquid
securities because of the potential for delays on resale and uncertainty in
valuation. Limitations on resale may have an adverse effect on the marketability
of portfolio securities and a mutual fund might be unable to dispose of
restricted or other illiquid securities promptly or at reasonable prices and
might thereby experience difficulty satisfying redemptions within seven days. A
mutual fund might also have to register such restricted securities in order to
dispose of them resulting in additional expense and delay. Adverse market
conditions could impede such a public offering of securities.
The Funds may purchase securities which are not registered under the
Securities Act but which may be sold to "qualified institutional buyers" in
accordance with Rule 144A under the
-9-
<PAGE>
Securities Act. These securities will not be considered illiquid so long as it
is determined by the Fund's adviser that an adequate trading market exists for
the securities. This investment practice could have the effect of increasing the
level of illiquidity in a Fund during any period that qualified institutional
buyers become uninterested in purchasing restricted securities.
The Adviser will monitor the liquidity of restricted securities in the
Funds under the supervision of the Board of Directors. In reaching liquidity
decisions, the Adviser may consider, among others, the following factors: (1)
the unregistered nature of the security; (2) the frequency of trades and quotes
for the security; (3) the number of dealers wishing to purchase or sell the
security and the number of other potential purchasers; (4) dealer undertakings
to make a market in the security and (5) the nature of the security and the
nature of the marketplace trades (e.g., the time needed to dispose of the
security, the method of soliciting offers and the mechanics of the transfer).
DEPOSITARY RECEIPTS
The Funds' assets may be invested in the securities of foreign issuers in
the form of American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs") or Global Depositary Receipts ("GDRs"). These securities may not
necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs and EDRs are receipts typically issued by a United
States or European bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. GDRs are depositary receipts
structured like global debt issues to facilitate international trading. The
Funds may invest in ADRs, EDRs and GDRs through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
underlying security and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.
EUROPEAN CURRENCY UNIFICATION
Many European countries are about to adopt a single European currency, the
euro. On January 1, 1999, the euro will become legal tender for all countries
participating in the Economic and Monetary Union ("EMU"). A new European
Central Bank will be created to manage the monetary policy of the new unified
region. On the same date, the exchange rates will be irrevocably fixed between
the EMU member countries. National currencies will continue to circulate until
they are replaced by euro coins and bank notes by the middle of 2002.
This change is likely to significantly impact the European capital markets
in which the Funds may invest and may result in a Fund facing additional risks
in pursuing its investment objective. These risks, which include, but are not
limited to, uncertainty as to the proper tax treatment of the currency
conversion, volatility of currency exchange rates as a result of the conversion,
uncertainty as to capital market reaction, conversion costs that may affect
issuer
-10-
<PAGE>
profitability and creditworthiness, and lack of participation by some European
countries, may increase the volatility of a Fund's net asset value per
share.
INVESTMENT COMPANY SECURITIES
The Funds may invest in securities issued by other investment companies.
Under the 1940 Act, the Funds' investments in such securities currently are
limited to, subject to certain exceptions, (i) 3% of the total voting stock of
any one investment company, (ii) 5% of a Fund's net assets with respect to any
one investment company and (iii) 10% of a Fund's net assets in the aggregate.
Investments in the securities of other investment companies will involve
duplication of advisory fees and certain other expenses. The Funds presently
intend to invest in other investment companies only as investment vehicles for
short-term cash. The Funds will only invest in securities of other investment
companies which are purchased on the open market with no commission or profit to
a sponsor or dealer, other than the customary brokers commission, or when the
purchase is part of a plan of merger, consolidation, reorganization or
acquisition.
CONVERTIBLE SECURITIES
The Funds may invest in convertible securities, such as convertible
debentures, bonds and preferred stock, primarily for their equity
characteristics. Convertible securities may be converted into common stock at a
specified share price or ratio. Because the price of the common stock may
fluctuate above or below the specified price or ratio, a Fund may have the
opportunity to purchase the common stock at below market price. On the other
hand, fluctuations in the price of the common stock could render the right of
conversion worthless.
REPURCHASE AGREEMENTS
The repurchase price under repurchase agreements generally equals the price
paid by the Fund involved plus interest negotiated on the basis of current
short-term rates (which may be more or less than the rate on the securities
underlying the repurchase agreement). Securities subject to repurchase
agreements will be held by RBB's custodian in the Federal Reserve/Treasury book-
entry system or by another authorized securities depository. Repurchase
agreements are considered to be loans by the Fund involved under the 1940 Act.
REVERSE REPURCHASE AGREEMENTS
Reverse repurchase agreements involve the sale of securities held by a Fund
pursuant to the Fund's agreement to repurchase the securities at an agreed upon
price, date and rate of interest. Such agreements are considered to be
borrowings under the 1940 Act, and may be entered into only for temporary or
emergency purposes. While reverse repurchase transactions are outstanding, a
Fund will maintain in a segregated account with its custodian or a qualified
sub-custodian, cash, U.S. Government securities or other liquid, high-grade debt
securities of an amount at least equal to the market value of the securities,
plus accrued interest, subject to the agreement and will monitor the account to
ensure that such value is maintained. Reverse repurchase agreements involve the
risk that the market value of the securities sold by a Fund may decline below
the price of the securities the Fund is obligated to repurchase.
-11-
<PAGE>
U.S. GOVERNMENT OBLIGATIONS
Examples of types of U.S. Government obligations include U.S. Treasury
Bills, Treasury Notes and Treasury Bonds and the obligations of Federal Home
Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association,
Government National Mortgage Association, General Services Administration,
Student Loan Marketing Association, Federal Home Loan Mortgage Corporation,
Federal Intermediate Credit Banks, and the Maritime Administration.
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS
Each Fund may purchase securities on a "when-issued" basis and may purchase
or sell securities on a "forward commitment" basis. These transactions involve a
commitment by a Fund to purchase or sell particular securities with payment and
delivery taking place at a future date (perhaps one or two months later), and
permit a Fund to lock-in a price or yield on a security it owns or intends to
purchase, regardless of future changes in interest rates. When-issued and
forward commitment transactions involve the risk, however, that the price or
yield obtained in a transaction may be less favorable that the price or yield
available in the market when the securities delivery takes place. A Fund's when-
issued purchases and forward commitments are not expected to exceed 25% of the
value of its total assets absent unusual market conditions. Each Fund does not
intend to engage in when-issued purchases and forward commitments for
speculative purposes but only in furtherance of their investment objectives.
PORTFOLIO TURNOVER
The Funds may be subject to a greater degree of turnover and thus a higher
incidence of short-term capital gains taxable as ordinary income than might be
expected from portfolios which invest substantially all of their assets on a
long-term basis, and correspondingly larger brokerage charges and other
transaction costs can be expected to be borne by the Funds. Investment
strategies which require periodic changes to portfolio holdings with the
expectation of outperforming equity indices are called "active" strategies.
These compare with "passive" or "index" strategies which hold only the stocks in
the equity indices. Passive strategies trade infrequently -- only as the indices
change. Most equity mutual funds, including the Funds, pursue active strategies,
which have higher turnover than passive strategies.
High portfolio turnover (100% or more) can adversely affect taxable
investors, especially those in higher marginal tax brackets, in two ways:
First, short term capital gains, which are a by-product or high turnover
investment strategies, are currently taxed at rates comparable to ordinary
income rates. Ordinary income tax rates are higher than long term capital gain
tax rates for middle and upper income taxpayers. Second, the frequent
realization of gains, which causes taxes to be paid frequently, is less
advantageous than infrequent realization of gains. Infrequent realization of
gains allows the payment of taxes to be deferred to later years, allowing more
of the gains to compound before taxes are paid. Consequently after-tax compound
rates of return
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<PAGE>
will generally be higher for taxable investors using investment strategies with
very low turnover, all else being equal.
Although tax considerations should not typically drive an investment
decision, investors should consider their ability to allocate tax-deferred (such
as IRAs and 401(k) plans) versus taxable assets when considering where to
invest. All else being equal, investors will earn better returns investing tax-
deferred assets in active strategies, while using lower turnover passive
strategies for taxable investments. For further information, see "Taxes"
below.
The Portfolio turnover rate is calculated by dividing the lesser of a
Fund's annual sales or purchases of portfolio securities (exclusive of purchases
or sales of securities whose maturities at the time of acquisition were one year
or less) by the monthly average value of the securities in the portfolio during
the year.
INVESTMENT LIMITATIONS
The Funds have adopted the following fundamental investment limitations
which may not be changed without the affirmative vote of the holders of a
majority of the Funds' outstanding shares (as defined in Section 2(a)(42) of the
1940 Act). The Funds may not:
1. Purchase securities of any one issuer, other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if
immediately after and as a result of such purchase more than 5% of a Fund's
total assets would be invested in the securities of such issuer, or more than
10% of the outstanding voting securities of such issuer would be owned by a
Fund, except that up to 25% of the value of a Fund's assets may be invested
without regard to such limitation.
2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed. The 1940 Act permits an investment company to borrow in an
amount up to 33 1/3% of the value of such company's total assets. For purposes
of this Investment Restriction, the entry into options, forward contracts,
futures contracts, including those relating to indexes, and options on futures
contracts or indexes shall not constitute borrowing.
3. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of a Fund to be invested in the
obligations of issuers in any industry, provided that there is no limitation
with respect to investments in U.S. Government obligations.
4. Make loans, except that a Fund may purchase or hold debt obligations
in accordance with its investment objective, policies and limitations, may enter
into repurchase agreements for securities, and may lend portfolio securities
against collateral consisting of cash or securities which are consistent with
the Fund's permitted investments, which is equal at all times to at least 100%
of the value of the securities loaned. There is no investment restriction on
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<PAGE>
the amount of securities that may be loaned, except that payments received on
such loans, including amounts received during the loan on account of interest on
the securities loaned, may not (together with all non-qualifying income) exceed
10% of a Fund's annual gross income (without offset for realized capital gains)
unless, in the opinion of counsel to RBB, such amounts are qualifying income
under Federal income tax provisions applicable to regulated investment
companies.
5. Purchase securities on margin, except for short-term credit necessary
for clearance of portfolio transactions, and except that the Fund may establish
margin accounts in connection with its use of options, forward contracts,
futures contracts, including those relating to indexes, and options on futures
contracts or indexes.
6. Underwrite securities of other issuers, except to the extent that, in
connection with the disposition of portfolio securities, a Fund may be deemed an
underwriter under federal securities laws.
7. Purchase or sell real estate or real estate limited partnership
interests, provided that a Fund may invest in securities secured by real estate
or interests therein or issued by companies which invest in real estate or
interests therein or in real estate investment trusts.
8. Purchase or sell commodities or commodity contracts, except that a
Fund may purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
9. Invest in oil, gas or mineral-related exploration or development
programs or leases.
10. Purchase any securities issued by any other investment company, except
to the extent permitted by the 1940 Act and except in connection with the
merger, consolidation or acquisition of all the securities or assets of such an
issuer.
11. Make investments for the purpose of exercising control or management,
but each Fund will vote those securities it owns in its portfolio as a
shareholder in accordance with its views.
12. Issue any senior security, as defined in section 18(f) of the 1940
Act, except to the extent permitted by the 1940 Act.
13. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings as described in Limitation 2 above and
to the extent related to the purchase of securities on a when-issued or forward
commitment basis and the deposit of assets in escrow in connection with writing
covered put and call options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
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<PAGE>
DIRECTORS AND OFFICERS
The directors and executive officers of RBB, their ages, business addresses
and principal occupations during the past five years are:
-15-
<PAGE>
<TABLE>
================================================================================
Name and Address and Age Position Principal Occupation
- ------------------------ with Fund During Past Five Years
--------- ----------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
*Arnold M. Reichman 50 Director Chief Operating Officer of Warburg
466 Lexington Avenue Pincus Asset Management, Inc.;
12th Floor Director and Executive Officer of
New York, NY 10017 Counsellors Securities Inc.;
Director/Trustee of various
investment companies advised by
Warburg Pincus Asset Management,
Inc. Prior to 1997, Managing
Director of Warburg Pincus Asset
Management, Inc.
- --------------------------------------------------------------------------------
*Robert Sablowsky 60 Director Senior Vice President of
Fahnestock & Company, Inc. Fahnestock Co., Inc. (a registered
125 Broad Street broker-dealer); Prior to October
New York, NY 10004 1996, Executive Vice President of
Gruntal & Co., Inc. (a registered
broker-dealer).
- --------------------------------------------------------------------------------
Francis J. McKay 62 Director Since 1963, Executive Vice
Fox Chase Cancer Institute President, Fox Chase Cancer Center
7701 Burholme Avenue (biomedical research and medical
Philadelphia, PA 19111 care).
- --------------------------------------------------------------------------------
Marvin E. Sternberg 64 Director Since 1974, Chairman, Director and
Moyco Technologies, Inc. President, Moyco Industries, Inc.
200 Commerce Drive (manufacturer of dental supplies
Montgomeryville, PA 18936 and precision coated abrasives).
- --------------------------------------------------------------------------------
Julian A. Brodsky 65 Director Director and Vice Chairman, since
1500 Market Street 1969 Comcast Corporation (cable
35th Floor television and communications);
Philadelphia, PA 19102 Director, Comcast U.K.
================================================================================
</TABLE>
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<PAGE>
<TABLE>
================================================================================
<S> <C> <C>
Donald van Roden 74 Director and Self-employed businessman.
1200 Old Mill Lane Chairman of the From February 1980 to March
Wyomissing, PA 19610 Board 1987, Vice Chairman,
SmithKline Beecham Corporation
(pharmaceuticals); Director,
AAA Mid-Atlantic (auto
service); Director, Keystone
Insurance Co.
- --------------------------------------------------------------------------------
Edward J. Roach 74 President Certified Public Accountant;
Suite 100 and Vice Chairman of the Board,
Bellevue Park Treasurer Fox Chase Cancer Center;
Corporate Center Trustee Emeritus, Pennsylvania
400 Bellevue Parkway School for the Deaf; Trustee
Wilmington, DE 19809 Emeritus, Immaculata College;
President and Treasurer of
Municipal Fund for New York
Investors, Inc. (advised by
BlackRock Institutional
Management); Vice President
and Treasurer of various
investment companies advised
by BlackRock Institutional
Management Corporation;
Treasurer of the Chestnut
Street Exchange Fund.
- --------------------------------------------------------------------------------
Morgan R. Jones 59 Secretary Chairman, the law firm of
Drinker Biddle & Reath LLP Drinker Biddle & Reath LLP;
1345 Chestnut Street Director, Nobel Learning
Philadelphia, PA 19107-3496 Communities, Inc., Secretary,
Petroferm, Inc.
================================================================================
</TABLE>
______________________
* Each of Mr. Sablowsky and Mr. Reichman is an "interested person" of RBB, as
that term is defined in the 1940 Act, by virtue of his position with
Fahnestock Co., Inc. and Counsellors Securities Inc., respectively, each a
registered broker-dealer.
Messrs. McKay, Sternberg and Brodsky are members of the Audit
Committee of the Board of Directors. The Audit Committee, among other things,
reviews results of the annual audit and recommends to RBB the firm to be
selected as independent auditors.
Messrs. Reichman, McKay and van Roden are members of the Executive
Committee of the Board of Directors. The Executive Committee may generally carry
on and manage the business of RBB when the Board of Directors is not in session.
Messrs. McKay, Sternberg, Brodsky and van Roden are members of the
Nominating Committee of the Board of Directors. The Nominating Committee
recommends to the Board all persons to be nominated as directors of RBB.
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<PAGE>
RBB pays directors who are not "affiliated persons" (as that term is
defined in the 1940 Act) of any investment adviser or sub-adviser of the Fund or
the Distributor and Mr. Sablowsky, who is considered to be an affiliated person,
$12,000 annually and $1,000 per meeting of the Board or any committee thereof
that is not held in conjunction with a Board meeting. In addition, the Chairman
of the Board receives an additional fee of $6,000 per year for his services in
this capacity. Directors who are not affiliated persons of RBB and Mr. Sablowsky
are reimbursed for any expenses incurred in attending meetings of the Board of
Directors or any committee thereof. For the year ended August 31, 1998, each of
the following members of the Board of Directors received compensation from RBB
in the following amounts:
DIRECTORS' COMPENSATION
-----------------------
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL
COMPENSATION AS PART OF FUND BENEFITS UPON
NAME OF PERSON/POSITION FROM REGISTRANT EXPENSES RETIREMENT
- ----------------------- --------------- --------- ------------
<S> <C> <C> <C>
Julian A. Brodsky, $ 16,000 N/A N/A
Director
Francis J. McKay, $ 18,000 N/A N/A
Director
Arnold M. Reichman, $ -0- N/A N/A
Director
Robert Sablowsky, $ 18,000 N/A N/A
Director
Marvin E. Sternberg, $ 17,000 N/A N/A
Director
Donald van Roden, $ 23,000 N/A N/A
Director and Chairman
</TABLE>
_____________________
On October 24, 1990, RBB adopted, as a participating employer, the
Fund Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement
plan for employees (currently Edward J. Roach) pursuant to which RBB will
contribute on a quarterly basis amounts equal to 10% of the quarterly
compensation of each eligible employee. By virtue of the services performed by
RBB's advisers, custodians, administrators and distributor, RBB itself requires
only one part-time employee. Drinker Biddle & Reath LLP, of which Mr. Jones is a
partner, receives legal fees as counsel to RBB. No officer, director or employee
of Numeric or the Distributor currently receives any compensation from RBB.
-18-
<PAGE>
INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS
ADVISORY AGREEMENTS
Numeric renders advisory services to the Funds pursuant to Investment
Advisory Agreements. The Advisory Agreements relating to each of the Funds are
dated April 24, 1996, except for the Larger Cap Value Fund, which is dated
December 1, 1997, and the Small Cap Value Fund, which is dated November 30,
1998. Under the Advisory Agreements, Numeric is entitled to receive a fee from
each Fund calculated at an annual rate of 0.75% of a Fund's average daily net
assets. For the fiscal year ended August 31, 1999, Numeric intends to waive its
fees to the extent necessary to maintain an annualized expense ratio for each
Fund of 1.00%. There can be no assurance that Numeric will continue such waivers
indefinitely.
For the period from June 3, 1996 (initial public offering Shares) through
August 31, 1996 and for the fiscal years ended August 31, 1997 and August 31,
1998, the Funds paid Numeric advisory fees and Numeric waived advisory fees as
follows:
<TABLE>
<CAPTION>
===================================================================================================
Advisory
Fees Paid
(after waivers and
Fund reimbursements) Waivers Reimbursements
---- --------------- ------- --------------
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fiscal year ended August 31, 1998
- ---------------------------------------------------------------------------------------------------
Micro Cap $912,750 $ 140,740 $ 0
- ---------------------------------------------------------------------------------------------------
Growth $782,298 $ 121,746 $ 0
- ---------------------------------------------------------------------------------------------------
Growth & Value $675,595 $ 136,503 $ 0
- ---------------------------------------------------------------------------------------------------
Larger Cap Value* $ 35,168 $ 46,328 $ 30,869
- ---------------------------------------------------------------------------------------------------
Fiscal year ended August 31, 1997
- ---------------------------------------------------------------------------------------------------
Micro Cap $248,284 $ 120,320 $ 0
- ---------------------------------------------------------------------------------------------------
Growth $355,843 $ 153,302 $ 0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 90,762 $ 92,307 $ 21,893
===================================================================================================
Period ended August 31, 1996
- ---------------------------------------------------------------------------------------------------
Micro Cap $ 0 $ 13,959 $ 16,152
- ---------------------------------------------------------------------------------------------------
Growth $ 3,225 $ 20,371 $ 13,652
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 0 $ 3,693 $ 21,812
===================================================================================================
</TABLE>
* The Larger Cap Value Fund commenced operations on December 9, 1997.
-19-
<PAGE>
The Funds bear all of their own expenses not specifically assumed by
Numeric. General expenses of RBB not readily identifiable as belonging to a
portfolio of RBB are allocated among all investment portfolios by or under the
direction of RBB's Board of Directors in such manner as the Board determines to
be fair and equitable. Expenses borne by a Fund include, but are not limited to
the expenses listed in the prospectus and the following (or a Fund's share of
the following): (a) the cost (including brokerage commissions) of securities
purchased or sold by a Fund and any losses incurred in connection therewith; (b)
expenses of organizing RBB that are not attributable to a class of RBB; (c) any
costs, expenses or losses arising out of a liability of or claim for damages or
other relief asserted against RBB or a Fund for violation of any law; (d) any
extraordinary expenses; (e) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations; (f)
costs of mailing and tabulating proxies and costs of shareholders' and
directors' meetings; and (g) the cost of investment company literature and other
publications provided by RBB to its directors and officers. Distribution
expenses, transfer agency expenses, expenses of preparation, printing and
mailing prospectuses, statements of additional information, proxy statements and
reports to shareholders, and organizational expenses and registration fees,
identified as belonging to a particular class of RBB, are allocated to such
class.
Under the Advisory Agreements, Numeric will not be liable for any error of
judgment or mistake of law or for any loss suffered by RBB or the Funds in
connection with the performance of an Advisory Agreement, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Numeric in the performance of its duties or from reckless disregard of its
duties and obligations thereunder.
The Advisory Agreements for the Micro Cap, Growth and Growth & Value Funds
were approved on April 24, 1996 by vote of RBB's Board of Directors, including a
majority of those directors who are not parties to the Advisory Agreements or
interested persons (as defined in the 1940 Act) of such parties. The Advisory
Agreement for the Larger Cap Value Fund was similarly approved on October 15,
1997. The Advisory Agreement for the Small Cap Value Fund was similarly
approved on October 28, 1998. The Advisory Agreements are terminable by vote of
RBB's Board of Directors or by the holders of a majority of the outstanding
voting securities of the Funds, at any time without penalty, on 60 days' written
notice to Numeric. The Advisory Agreements for the Micro Cap, Growth and Growth
& Value Funds became effective on May 20, 1996 and were approved by written
consent of the sole shareholder of each of the Micro Cap, Growth and Growth &
Value Funds on May 28, 1996. The Advisory Agreement for the Larger Cap Value
Fund became effective on December 1, 1997 and was approved by written consent of
the sole shareholder of the Fund on December 1, 1997. The Advisory Agreement
for the Small Cap Value Fund became effective on November 30, 1998 and was
approved by written consent of the sole shareholder of the Fund on November 30,
1998. The Advisory Agreements terminate automatically in the event of
assignment thereof.
The Advisory Agreements provide that Numeric shall at all times have all
rights in and to each Fund's name and all investment models used by or on behalf
of the Funds. Numeric may use each Fund's name or any portion thereof in
connection with any other mutual fund or business activity without the consent
of any shareholder, and RBB has agreed to execute and deliver any and all
documents required to indicate its consent to such use.
-20-
<PAGE>
The Advisory Agreements further provide that no public reference to, or
description of, Numeric or its methodology or work shall be made by RBB, whether
in the Prospectus, Statement of Additional Information or otherwise, without the
prior written consent of Numeric, which consent shall not be unreasonably
withheld. In each case, RBB has agreed to provide Numeric a reasonable
opportunity to review any such reference or description before being asked for
such consent.
CUSTODIAN AGREEMENTS
Custodial Trust Company ("CTC") is custodian of the Funds' assets pursuant
to custodian agreements dated as of May 20, 1996, as amended (the "Custodian
Agreements"). Under the Custodian Agreements, CTC (a) maintains a separate
account or accounts in the name of each of the Funds, (b) holds and transfers
portfolio securities on account of each of the Funds, (c) accepts receipts and
makes disbursements of money on behalf of each of the Funds, (d) collects and
receives all income and other payments and distributions on account of each of
the Funds' portfolio securities and (e) makes periodic reports to RBB's Board of
Directors concerning the Funds' operations. CTC is authorized to select one or
more banks or trust companies to serve as sub-custodian on behalf of the Funds,
provided that CTC remains responsible for the performance of all its duties
under the Custodian Agreements and holds RBB harmless from the acts and
omissions of any sub-custodian. For its services to the Funds under the
Custodian Agreements, CTC receives a fee calculated at .03% of each Fund's
average daily net assets.
TRANSFER AGENCY AGREEMENTS
PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer and
dividend disbursing agent for the Funds pursuant to a Transfer Agency Agreement
dated August 16, 1988, as supplemented (collectively, the "Transfer Agency
Agreement"). Under the Transfer Agency Agreement, PFPC (a) issues and redeems
Shares of each of the Funds, (b) addresses and mails all communications by the
Funds to record owners of shares of the Funds, including reports to
shareholders, dividend and distribution notices and proxy materials for its
meetings of shareholders, (c) maintains shareholder accounts and, if requested,
sub-accounts and (d) makes periodic reports to RBB's Board of Directors
concerning the operations of the Funds. For its services to the Funds under the
Transfer Agency Agreement, PFPC receives a fee at the annual rate of $10 per
account for the Funds, exclusive of out-of-pocket expenses, and also receives
reimbursement of its out-of-pocket expenses.
-21-
<PAGE>
CO-ADMINISTRATION AGREEMENTS
Bear Stearns Funds Management Inc. ("BSFM") serves as co-administrator to
the Funds pursuant to Co-Administration Agreements dated April 24, 1996, as
amended, for each of the Funds (the "BSFM Co-Administration Agreements"). BSFM
has agreed to assist each of the Funds in all significant aspects of their
administration and operations. The BSFM Co-Administration Agreements provide
that BSFM shall not be liable for any error of judgment or mistake of law or any
loss suffered by RBB or the Funds in connection with the performance of the
agreement, except a loss resulting from willful misfeasance, bad faith or
negligence, or reckless disregard of its duties and obligations thereunder. In
consideration for providing services pursuant to the BSFM Co-Administration
Agreements, BSFM receives a fee with respect to each of the Funds calculated at
an annual rate of .05% of the first $150 million of each Fund's average daily
net assets and .02% on all assets above $150 million.
PFPC also serves as co-administrator to Funds pursuant to Co-Administration
Agreements dated as of April 24, 1996, as amended (the "PFPC Co-Administration
Agreements"). PFPC has agreed to calculate the Funds' net asset values, provide
all accounting services for the Funds and assist in related aspects of the
Funds' operations. The PFPC Co-Administration Agreements provide that PFPC shall
not be liable for any error of judgment or mistake of law or any loss suffered
by RBB or the Funds in connection with the performance of the agreement, except
a loss resulting from willful misfeasance, bad faith or negligence, or reckless
disregard of its duties and obligations thereunder. In consideration for
providing services pursuant to the PFPC Co-Administration Agreements, PFPC
receives a fee with respect to each of the Funds calculated at an annual rate of
.125% of each Fund's average daily net assets, exclusive of out-of-pocket
expenses and pricing charges. PFPC is currently waiving fees in excess of .115%
of each Fund's average daily net assets.
For the period from June 3, 1996 (initial public offering of shares) until
August 31, 1996 and for the fiscal years ended August 31, 1997 and August 31,
1998, the Funds paid administration fees to PFPC and BSFM, and PFPC waived
administration fees as follows:
-22-
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
Co-Administration
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- --------------- ------- --------------
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For the fiscal year ended August 31, 1998.
- ---------------------------------------------------------------------------------------------------
(PFPC)
- ------
- ---------------------------------------------------------------------------------------------------
Micro Cap $161,535 $ 14,047 $ 0
- ---------------------------------------------------------------------------------------------------
Growth $138,620 $ 12,054 $ 0
- ---------------------------------------------------------------------------------------------------
Growth & Value $124,522 $ 11,179 $ 0
- ---------------------------------------------------------------------------------------------------
Larger Cap Value* $ 27,114 $ 27,119 $ 0
- ---------------------------------------------------------------------------------------------------
(BSFM)
- ------
- ---------------------------------------------------------------------------------------------------
Micro Cap $ 70,233 $ 0 $ 0
- ---------------------------------------------------------------------------------------------------
Growth $ 60,270 $ 0 $ 0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 54,025 $ 0 $ 0
- ---------------------------------------------------------------------------------------------------
Larger Cap Value* $ 5,433 $ 0 $ 0
===================================================================================================
</TABLE>
* The Larger Cap Value Fund commenced operations on December 9, 1997.
<TABLE>
<CAPTION>
===================================================================================================
Co-Administration
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- --------------- ------- --------------
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For the fiscal year ended August 31, 1997.
- ---------------------------------------------------------------------------------------------------
(PFPC)
- ------
- ---------------------------------------------------------------------------------------------------
Micro Cap $ 61,461 $ 26,117 $ 0
- ---------------------------------------------------------------------------------------------------
Growth $ 73,540 $ 20,169 $ 0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 39,724 $ 35,276 $ 0
- ---------------------------------------------------------------------------------------------------
(BSFM)
- ------
- ---------------------------------------------------------------------------------------------------
Micro Cap $ 24,574 $ 0 $ 0
- ---------------------------------------------------------------------------------------------------
Growth $ 33,943 $ 0 $ 0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 12,203 $ 0 $ 0
===================================================================================================
</TABLE>
-23-
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
Co-Administration
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- --------------- ------- --------------
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For the period from June 3, 1996 until August 31, 1996.
- ---------------------------------------------------------------------------------------------------
(PFPC)
- ------
- ---------------------------------------------------------------------------------------------------
Micro Cap $9,062 $9,063 $0
- ---------------------------------------------------------------------------------------------------
Growth $9,062 $9,063 $0
- ---------------------------------------------------------------------------------------------------
Growth & Value $8,958 $8,959 $0
- ---------------------------------------------------------------------------------------------------
(BSFM)
- ------
- ---------------------------------------------------------------------------------------------------
Micro Cap $ 930 $ 0 $0
- ---------------------------------------------------------------------------------------------------
Growth $1,573 $ 0 $0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 245 $ 0 $0
==================================================================================================
</TABLE>
ADMINISTRATIVE SERVICES AGENT
Provident Distributors, Inc. ("PDI") provides certain administrative
services to the Funds that are not provided by BSFM or PFPC. These services
include furnishing data processing and clerical services, acting as liaison
between the Funds and various service providers and coordinating the preparation
of proxy statements and annual, semi-annual and quarterly reports. As
compensation for such administrative services, PDI is entitled to a monthly fee
calculated at the annual rate of .15% of each Fund's average daily net assets.
PDI is currently waiving fees in excess of .03% of each fund's average daily net
assets for open funds and .02% of each closed fund's average daily net assets.
Prior to May 29, 1998, Counsellors Funds Service, Inc. ("Counsellors
Service"), a wholly-owned subsidiary of Warburg Pincus Asset Management, Inc.
("Warburg"), acted as Administrative Services Agent pursuant to the same
compensation arrangement as for PDI. Warburg was indirectly controlled by
Warburg, Pincus & Co.
For the period from May 29, 1998 through August 31, 1998, the Funds paid
administrative services fees to PDI, and PDI waived administrative services fees
as follows:
-24-
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
Administrative Services
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- --------------- ------- --------------
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For the period from May 29, 1998 until August 31, 1998.
- ---------------------------------------------------------------------------------------------------
Micro Cap $ 6,924 $ 44,172 $ 0
- ---------------------------------------------------------------------------------------------------
Growth $ 5,888 $ 37,315 $ 0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 11,064 $ 44,256 $ 0
- ---------------------------------------------------------------------------------------------------
Larger Cap Value $ 1,919 $ 7,678 $ 0
===================================================================================================
</TABLE>
For the period from September 1, 1997 through May 29, 1998, the Funds paid
administrative services fees to Counsellors Service, and Counsellors Service
waived administrative services fees as follows:
<TABLE>
<CAPTION>
===================================================================================================
Administrative Services
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- --------------- ------- --------------
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For the period September 1, 1997 through May 29, 1998
- ---------------------------------------------------------------------------------------------------
Micro Cap $ 31,920 $ 127,682 $ 0
- ---------------------------------------------------------------------------------------------------
Growth $ 27,521 $ 110,085 $ 0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 21,420 $ 85,680 $ 0
- ---------------------------------------------------------------------------------------------------
Larger Cap Value* $ 1,341 $ 5,361 $ 0
===================================================================================================
</TABLE>
* The Larger Cap Value Fund commenced operations on December 9, 1997
For the period from June 3, 1996 (initial public offering of shares) through
August 31, 1996 and for the fiscal year ended August 31, 1997, the Funds paid
administrative services fees to Counsellors Services, and Counsellors Service
waived administrative services fees as follows:
-25-
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================
Administrative
Services Fees Paid
Fund (after waivers) Waivers Reimbursements
---- --------------- ------- --------------
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For the fiscal year ended August 31, 1997.
- ---------------------------------------------------------------------------------------------------
Micro Cap $14,744 $58,977 $0
- ---------------------------------------------------------------------------------------------------
Growth $20,366 $81,463 $0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 7,323 $29,291 $0
==================================================================================================
For the period ended August 31, 1996.
- ---------------------------------------------------------------------------------------------------
Micro Cap $ 558 $ 2,231 $0
- ---------------------------------------------------------------------------------------------------
Growth $ 934 $ 3,785 $0
- ---------------------------------------------------------------------------------------------------
Growth & Value $ 147 $ 591 $0
===================================================================================================
</TABLE>
DISTRIBUTOR
PDI serves as distributor of the Shares pursuant to the terms of a
distribution agreement dated as of May 29, 1998 (the "Distribution Agreement")
entered into by PDI and RBB. No compensation is payable by RBB to PDI for
distribution services with respect to the Funds. Counsellors Securities Inc.
("Counsellors") served as distributor of the Shares prior to May 29, 1998.
Counsellors is a wholly-owned subsidiary of Warburg and has a principal business
address at 466 Lexington Avenue, New York 10017-3147.
FUND TRANSACTIONS
Subject to policies established by the Board of Directors, Numeric is
responsible for the execution of portfolio transactions and the allocation of
brokerage transactions for the Funds. In executing portfolio transactions,
Numeric seeks to obtain the best price and most favorable execution for the
Funds, taking into account such factors as the price (including the applicable
brokerage commission or dealer spread), size of the order, difficulty of
execution and operational facilities of the firm involved. While Numeric
generally seeks reasonably competitive commission rates, payment of the lowest
commission or spread is not necessarily consistent with obtaining the best price
and execution in particular transactions.
No Fund has any obligation to deal with any broker or group of brokers in
the execution of portfolio transactions. Numeric may, consistent with the
interests of the Funds and subject to the approval of the Board of Directors,
select brokers on the basis of the research, statistical and pricing services
they provide to the Funds and other clients of Numeric. Information and
research received from such brokers will be in addition to, and not in lieu of,
the services
-26-
<PAGE>
required to be performed by Numeric under its respective contracts. A commission
paid to such brokers may be higher than that which another qualified broker
would have charged for effecting the same transaction, provided that Numeric, as
applicable, determines in good faith that such commission is reasonable in terms
either of the transaction or the overall responsibility of Numeric, as
applicable, to a Fund and its other clients and that the total commissions paid
by a Fund will be reasonable in relation to the benefits to a Fund over the
long-term.
For the fiscal year ended August 31, 1998, the Funds paid commissions to
brokers on account of research services as follows:
<TABLE>
<CAPTION>
===========================================================================================
AMOUNT OF AGGREGATE
FUND TRANSACTIONS COMMISSIONS
---- ------------ -----------
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Micro Cap $ 476,678,318 $ 706,342
- -------------------------------------------------------------------------------------------
Growth $ 404,189,287 $ 512,762
- -------------------------------------------------------------------------------------------
Growth & Value $ 613,157,265 $ 508,568
- -------------------------------------------------------------------------------------------
Larger Cap Value $ 73,359,189 $ 45,723
===========================================================================================
</TABLE>
Corporate debt and U.S. Government securities and many micro- and small-cap
stocks are generally traded on the over-the-counter market on a "net" basis
without a stated commission, through dealers acting for their own account and
not as brokers. The Funds will primarily engage in transactions with these
dealers or deal directly with the issuer unless a better price or execution
could be obtained by using a broker. Prices paid to a dealer in debt, micro- or
small-cap securities will generally include a "spread," which is the difference
between the prices at which the dealer is willing to purchase and sell the
specific security at the time, and includes the dealer's normal profit.
Numeric may seek to obtain an undertaking from issuers of commercial paper
or dealers selling commercial paper to consider the repurchase of such
securities from the Funds prior to their maturity at their original cost plus
interest (sometimes adjusted to reflect the actual maturity of the securities),
if it believes that the Funds' anticipated need for liquidity makes such action
desirable. Any such repurchase prior to maturity reduces the possibility that
the Funds would incur a capital loss in liquidating commercial paper (for which
there is no established market), especially if interest rates have risen since
acquisition of the particular commercial paper.
Investment decisions for the Funds and for other investment accounts
managed by Numeric are made independently of each other in the light of
differing conditions. However, the same investment decision may occasionally be
made for two or more of such accounts. In such cases, simultaneous transactions
are inevitable. Purchases or sales are then averaged as to price and allocated
as to amount according to a formula deemed equitable to each such account. While
in some cases this practice could have a detrimental effect upon the price or
value of the security as far as a Fund is concerned, in other cases it is
believed to be beneficial to the Funds. The Funds will not purchase securities
during the existence of any underwriting or selling group
-27-
<PAGE>
relating to such security of which Numeric or any affiliated person (as defined
in the 1940 Act) thereof is a member except pursuant to procedures adopted by
RBB's Board of Directors pursuant to Rule 10f-3 under the 1940 Act.
In no instance will portfolio securities be purchased from or sold to PDI,
PNC Bank or Numeric or any affiliated person of the foregoing entities except as
permitted by SEC exemptive order or by applicable law.
For the fiscal year ended August 31, 1998, the Funds paid brokerage
commissions on behalf of the Funds as follows:
<TABLE>
<CAPTION>
Fund Brokerage Commissions
---- ---------------------
<S> <C>
Micro Cap $ 706,342
Growth $ 512,762
Growth & Value $ 508,568
Larger Cap Value $ 45,723
</TABLE>
The Funds are required to identify any securities of RBB's regular broker
dealers (as defined in Rule 10b-1 under the 1940 Act) or their parents held by
the Funds as of the end of the most recent fiscal year. As of August 31, 1998,
the following Funds held the following securities:
<TABLE>
<CAPTION>
===============================================================================================
Fund Security Value
---- -------- -----
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Growth & Value Bear Stearns Companies, Inc. $ 717,880
- -----------------------------------------------------------------------------------------------
Larger Cap Bear Stearns Companies, Inc. $ 324,348
- -----------------------------------------------------------------------------------------------
Larger Cap Lehman Bros. Holdings, Inc. $ 82,687
===============================================================================================
</TABLE>
PURCHASE AND REDEMPTION INFORMATION
The Funds reserve the right, if conditions exist that make cash payments
undesirable, to honor any request for redemption or repurchase of a Fund's
shares by making payment in whole or in part in securities chosen by RBB and
valued in the same way as they would be valued for purposes of computing a
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that a Fund
is obligated to redeem its shares solely in cash up to the lesser of $250,000 or
1% of its net asset value during any 90-day period for any one shareholder of a
Fund.
-28-
<PAGE>
Under the 1940 Act, a Fund may suspend the right to redemption or postpone
the date of payment upon redemption for any period during which the New York
Stock Exchange (the "NYSE") is closed (other than customary weekend and holiday
closings), or during which trading on the NYSE is restricted, or during which
(as determined by the SEC by rule or regulation) an emergency exists as a result
of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (A Fund may also
suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)
In addition to the situations described in the Prospectus, a Fund may
redeem shares involuntarily to reimburse such Fund for any loss sustained by
reason of the failure of a shareholder to make full payment for shares purchased
by the shareholder or to collect any charge relating to a transaction effected
for the benefit of a shareholder as provided in the Prospectus from time to
time.
An illustration of the computation of the public offering price per share
of each of the Funds, based on the value of the Funds' respective net assets as
of August 31, 1998, is as follows:
<TABLE>
<CAPTION>
=======================================================================================================
Micro Larger Cap
Cap Growth Growth & Value Value
--- ------ -------------- -----
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net assets $ 99,266,433 $ 77,839,544 $ 110,176,196 $ 25,256,551
- -------------------------------------------------------------------------------------------------------
Outstanding shares 7,931,287 7,980,631 8,286,895 2,330,416
- -------------------------------------------------------------------------------------------------------
Net asset value per share
$ 12.52 $ 9.75 $ 13.30 $ 10.84
- -------------------------------------------------------------------------------------------------------
Maximum sales charge -- -- -- --
- -------------------------------------------------------------------------------------------------------
Maximum Offering Price to
Public $ 12.52 $ 9.75 $ 13.30 $ 10.84
- -------------------------------------------------------------------------------------------------------
</TABLE>
-29-
<PAGE>
VALUATION OF SHARES
The net asset value per share of each Fund is calculated as of the close of
regular trading on the NYSE (generally 4:00 p.m. Eastern Time) on each Business
Day. "Business Day" means each weekday when the NYSE is open. Currently, the
NYSE is closed on New Year's Day, 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
those holidays falls on a Saturday or Sunday. Securities which are listed on
stock exchanges are valued at the last sale price on the day the securities are
valued or, lacking any sales on such day, at the mean of the bid and asked
prices available prior to the evaluation. In cases where securities are traded
on more than one exchange, the securities are generally valued on the exchange
designated by the Board of Directors as the primary market. Securities traded
in the over-the-counter market and listed on the National Association of
Securities Dealers Automatic Quotation System ("NASDAQ") are valued at the last
trade price listed on the NASDAQ at the close of regular trading (generally 4:00
p.m. Eastern Time); securities listed on NASDAQ for which there were no sales on
that day and other over-the-counter securities are valued at the mean of the bid
and asked prices available prior to valuation. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the direction of RBB's Board of Directors. The amortized
cost method of valuation may also be used with respect to debt obligations with
sixty days or less remaining to maturity. Net asset value per share is
calculated by adding the value of each Fund's securities, cash and other assets,
subtracting the actual and accrued liabilities of the Fund, and dividing the
result by the number of outstanding shares of the Fund.
In determining the approximate market value of portfolio investments, the
Funds may employ outside organizations, which may use a matrix or formula method
that takes into consideration market indices, matrices, yield curves and other
specific adjustments. This may result in the securities being valued at a price
different from the price that would have been determined had the matrix or
formula method not been used. All cash, receivables and current payables are
carried on the Funds' books at their face value. Other assets, if any, are
valued at fair value as determined in good faith by or under the direction of
RBB's Board of Directors.
PERFORMANCE INFORMATION
TOTAL RETURN. For purposes of quoting and comparing the performance of the
Funds to that of other mutual funds and to stock or other relevant indices in
advertisements or in reports to shareholders, performance may be stated in terms
of total return. Under the rules of the Securities and Exchange Commission,
funds advertising performance must include total return quotes calculated
according to the following formula:
-30-
<PAGE>
P(1 + T)/n/ = ERV
Where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value at the end of the 1, 5 or 10 year
periods (or fractional portion thereof) of a
hypothetical $1,000 payment made at the beginning of
the 1, 5 or 10 year periods.
Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertisement for publication, and will cover
one, five and ten year periods or a shorter period dating from the effectiveness
of the Funds' registration statement. In calculating the ending redeemable
value, the maximum sales load is deducted from the initial $1,000 payment and
all dividends and distributions by the Funds are assumed to have been reinvested
at net asset value, as described in the Prospectus, on the reinvestment dates
during the period. Total return, or "T" in the formula above, is computed by
finding the average annual compounded rates of return over the 1, 5 and 10 year
periods (or fractional portion thereof) that would equate the initial amount
invested to the ending redeemable value. Any sales loads that might in the
future be made applicable at the time to reinvestments would be included as
would any recurring account charges that might be imposed by the Funds.
The formula for calculating aggregate total return is as follows:
ERV
Aggregate Total Return = [(---) - 1]
P
The calculations are made assuming that (1) all dividends and capital
gain distributions are reinvested on the reinvestment dates at the price per
share existing on the reinvestment date, (2) all recurring fees charged to all
shareholder accounts are included, and (3) for any account fees that vary with
the size of the account, a mean (or median) account size in the Fund during the
periods is reflected. The ending redeemable value (variable "ERV" in the
formula) is determined by assuming complete redemption of the hypothetical
investment after deduction of all non-recurring charges at the end of the
measuring period.
PERFORMANCE. From time to time, the Funds may advertise their average
annual total return over various periods of time. These total return figures
show the average percentage change in value of an investment in a Fund from the
beginning of the measuring period to the end of the measuring period. The
figures reflect changes in the price of a Fund's shares assuming that any income
dividends and/or capital gain distributions made by a Fund during the period
were reinvested in shares of the Fund. Total return will be shown for recent
one-, five- and
-31-
<PAGE>
ten-year periods, and may be shown for other periods as well (such as from
commencement of a Fund's operations or on a year-by-year, quarterly or current
year-to-date basis).
When considering average total return figures for periods longer than one
year, it is important to note that a Fund's annual total return for one year in
the period might have been greater or less than the average for the entire
period. When considering total return figures for periods shorter than one
year, investors should bear in mind that the Funds seek long-term appreciation
and that such return may not be representative of a Fund's return over a longer
market cycle. The Funds may also advertise aggregate total return figures for
various periods, representing the cumulative change in value of an investment in
a Fund for the specific period (again reflecting changes in a Fund's share
prices and assuming reinvestment of dividends and distributions). Aggregate and
average total returns may be shown by means of schedules, charts or graphs, may
indicate various components of total return (i.e., change in value of initial
investment, income dividends and capital gain distributions) and would be quoted
separately for each class of a Fund's shares.
Calculated according to the SEC Rules, the average annual total return for
the Funds was as follows:
<TABLE>
<CAPTION>
====================================================================================
Average
Fund Return
---- ------
- ------------------------------------------------------------------------------------
<S> <C>
For August 31, 1998.
- ------------------------------------------------------------------------------------
Micro Cap 9.29%
- ------------------------------------------------------------------------------------
Growth (1.62)%
- ------------------------------------------------------------------------------------
Growth & Value 12.68%
- ------------------------------------------------------------------------------------
Larger Cap Value* N/A
- ------------------------------------------------------------------------------------
For August 31, 1997.
- ------------------------------------------------------------------------------------
Micro Cap 41.43%
- ------------------------------------------------------------------------------------
Growth 27.86%
- ------------------------------------------------------------------------------------
Growth & Value 33.71%
- ------------------------------------------------------------------------------------
For the period June 3, 1996 (initial public offering) to August 31, 1996.
- ------------------------------------------------------------------------------------
Micro Cap N/A
- ------------------------------------------------------------------------------------
Growth N/A
- ------------------------------------------------------------------------------------
Growth & Value N/A
====================================================================================
</TABLE>
* The Larger Cap Value Fund commenced operations on December 9, 1997.
-32-
<PAGE>
Calculated according to the above formula, the aggregate total return for
the Funds was as follows:
<TABLE>
<CAPTION>
===================================================================================
Average
Fund Return
---- ------
- -----------------------------------------------------------------------------------
<S> <C>
For the fiscal year ended August 31, 1998.
- -----------------------------------------------------------------------------------
Micro Cap 22.10 %
- -----------------------------------------------------------------------------------
Growth (3.59)%
- -----------------------------------------------------------------------------------
Growth & Value 30.76 %
- -----------------------------------------------------------------------------------
Larger Cap Value* (9.67)%
- -----------------------------------------------------------------------------------
For the fiscal year ended August 31, 1997.
- -----------------------------------------------------------------------------------
Micro Cap 58.41 %
- -----------------------------------------------------------------------------------
Growth 37.69 %
- -----------------------------------------------------------------------------------
Growth & Value 49.11 %
- -----------------------------------------------------------------------------------
For the period June 3, 1996 (initial public offering) to August 31, 1996.
- -----------------------------------------------------------------------------------
Micro Cap 54.05 %
- -----------------------------------------------------------------------------------
Growth 35.85 %
- -----------------------------------------------------------------------------------
Growth & Value 43.64 %
===================================================================================
</TABLE>
* The Larger Cap Value Fund commenced operations on December 9, 1997.
Investors should note that total return figures are based on historical
earnings and are not intended to indicate future performance.
In reports or other communications to investors or in advertising material,
the Funds may describe general economic and market conditions affecting the
Funds and may compare their performance with (1) that of other mutual funds as
listed in the rankings prepared by Lipper Analytical Services, Inc. or similar
investment services that monitor the performance of mutual funds or as set forth
in the publications listed below; (2) with their benchmark indices, as well as
the S&P 500 or (3) other appropriate indices of investment securities or with
data developed by Numeric derived from such indices. Performance information
may also include evaluation of the Funds by nationally recognized ranking
services and information as reported in financial publications such as Business
Week, Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The
Wall Street Journal, The New York Times, or other national, regional or local
publications.
-33-
<PAGE>
In reports or other communications to investors or in advertising, the
Funds may also describe the general biography or work experience of the
portfolio managers of the Funds and may include quotations attributable to the
portfolio managers describing approaches taken in managing the Funds'
investments, research methodology, underlying stock selection or the Funds'
investment objective. The Funds may also discuss the continuum of risk and
return relating to different investments, and the potential impact of foreign
stock on a portfolio otherwise composed of domestic securities. In addition, the
Funds may from time to time compare their expense ratios to those of investment
companies with similar objective and policies, as advertised by Lipper
Analytical Services, Inc. or similar investment services that monitor mutual
funds.
TAXES
The following is only a summary of certain additional tax
considerations generally affecting the Funds and their shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Funds or their shareholders, and the
discussion in this Statement of Additional Information and in the Prospectus is
not intended as a substitute for careful tax planning. Investors are urged to
consult their tax advisers with specific reference to their own tax situation.
Each Fund has elected to be taxed as a regulated investment company
under Part I of Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue
Code of 1986, as amended (the "Code"). As a regulated investment company, each
Fund is exempt from federal income tax on its net investment income and realized
capital gains that it distributes to shareholders, provided that it distributes
an amount equal to the sum of (a) at least 90% of its investment company taxable
income (net taxable investment income and the excess of net short-term capital
gain over net long-term capital loss, if any, for the year) and (b) at least 90%
of its net tax-exempt interest income, if any, for the year (the "Distribution
Requirement") and satisfies certain other requirements of the Code that are
described below. Distributions of investment company taxable income made during
the taxable year or, under specified circumstances, within twelve months after
the close of the taxable year will satisfy the Distribution Requirement.
In addition to the foregoing requirements, at the close of each
quarter of each Fund's taxable year, at least 50% of the value of a Fund's
assets must consist of cash and cash items, U.S. Government securities,
securities of other regulated investment companies, and securities of other
issuers (as to which the Fund has not invested more than 5% of the value of its
total assets in securities of such issuer and as to which the Fund does not hold
more than 10% of the outstanding voting securities of such issuer), and no more
than 25% of the value of a Fund's total assets may be invested in the securities
of any one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses (the
"Asset Diversification Requirement").
Distributions of investment company taxable income will be taxable
(subject to the possible allowance of the dividend received deduction described
below) to shareholders as
-34-
<PAGE>
ordinary income, regardless of whether such distributions are paid in cash or
are reinvested in shares. Shareholders receiving any distribution from a Fund in
the form of additional shares will be treated as receiving a taxable
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.
Each Fund intends to distribute to shareholders its net capital gain
(excess of net long-term capital gain over net short-term capital loss), if any,
for each taxable year. Such gain is distributed as a capital gain dividend and
is taxable to shareholders as long-term capital gain, regardless of the length
of time the shareholder has held his shares, whether such gain was recognized by
each Fund prior to the date on which a shareholder acquired shares of the Fund
and whether the distribution was paid in cash or reinvested in shares. The
aggregate amount of distributions designated by the Fund as capital gain
dividends may not exceed the net capital gain of a Fund for any taxable year,
determined by excluding any net capital loss or net long-term capital loss
attributable to transactions occurring after October 31 of such year and by
treating any such loss as if it arose on the first day of the following taxable
year. Such distributions will be designated as capital gain dividends in a
written notice mailed by each Fund to shareholders not later than 60 days after
the close of such Fund's taxable year.
In the case of shareholders that are corporations, distributions
(other than capital gain dividends) of a Fund for any taxable year generally
qualify for the dividends received deduction to the extent of the gross amount
of "qualifying dividends" received by such Fund for the year. Generally, a
dividend will be treated as a "qualifying dividend" if it has been received from
a domestic corporation. Distributions of net investment income received by a
Fund from investments in debt securities will be taxable to shareholders as
ordinary income and will not be treated as "qualifying dividends" for purposes
of the dividends received deduction. Each Fund will designate the portion, if
any, of the distribution made by the Fund that qualifies for the dividends
received deduction in a written notice mailed by the Fund to corporate
shareholders not later than 60 days after the close of the Fund's taxable
year.
If for any taxable year a Fund were to fail to qualify as a regulated
investment company, all of its taxable income would be subject to tax at regular
corporate rates without any deduction for distributions to shareholders, and all
distributions would be taxable as ordinary dividends to the extent of the Fund's
current and accumulated earnings and profits. Such distributions would be
eligible for the dividends received deduction in the case of corporate
shareholders.
A shareholder will recognize gain or loss upon a redemption of shares
or an exchange of shares of a Fund for shares of another N/I NUMERIC INVESTORS
Fund upon exercise of the exchange privilege, to the extent of any difference
between the price at which the shares are redeemed or exchanged and the price or
prices at which the shares were originally purchased for cash. However, any loss
realized on a sale of shares of a Fund will be disallowed to the extent an
investor repurchases shares of the Fund within a period of 61 days (beginning 30
days before and ending 30 days after the day of disposition of the shares).
Dividends paid by a Fund in the form of shares within the 61-day period would be
treated as a purchase for this purpose.
-35-
<PAGE>
The Code imposes a nondeductible 4% excise tax on regulated investment
companies that do not distribute with respect to each calendar year an amount
equal to 98% of their ordinary income for the calendar year plus 98% of their
capital gain net income for the 1-year period ending on October 31 of such
calendar year. The balance of such income must be distributed during the next
calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Investors should note that a Fund may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.
Each Fund will be required in certain cases to withhold and remit to
the United States Treasury 31% of dividends paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend income properly, or (3) who has
failed to certify to the Fund that he is not subject to backup withholding or
that he is an "exempt recipient."
The foregoing general discussion of federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the
date of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although each Fund expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or independent contractors are
located or in which it is otherwise deemed to be conducting business, the Fund
may be subject to the tax laws of such states or localities.
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 18.326 billion shares are currently classified in
97 classes as follows: 100 million shares are classified as Class A Common Stock
(Growth & Income), 100 million shares are classified as Class B Common Stock,
100 million shares are classified as Class C Common Stock (Balanced), 100
million shares are classified as Class D Common Stock (Tax-Free), 500 million
shares are classified as Class E Common Stock (Money), 500 million shares are
classified as Class F Common Stock (Municipal Money), 500 million shares are
classified as Class G Common Stock (Money), 500 million shares are classified as
Class H Common Stock (Municipal Money), 1 billion five hundred million shares
are classified as Class I Common Stock (Money), 500 million shares are
classified as Class J Common Stock (Municipal Money), 500 million shares are
classified as Class K Common Stock (Government Money), 1,500 million shares are
classified as Class L Common Stock (Money), 500 million shares are classified as
Class M Common Stock (Municipal Money), 500 million shares are classified as
Class N Common Stock (Government Money), 500 million shares are classified as
Class O Common Stock (N.Y. Money), 100 million
-36-
<PAGE>
shares are classified as Class P Common Stock (Government), 100 million shares
are classified as Class Q Common Stock, 500 million shares are classified as
Class R Common Stock (Municipal Money), 500 million shares are classified as
Class S Common Stock (Government Money), 500 million shares are classified as
Class T Common Stock, 500 million shares are classified as Class U Common Stock,
500 million shares are classified as Class V Common Stock, 100 million shares
are classified as Class W Common Stock, 50 million shares are classified as
Class X Common Stock, 50 million shares are classified as Class Y Common Stock,
50 million shares are classified as Class Z Common Stock, 50 million shares are
classified as Class AA Common Stock, 50 million shares are classified as Class
BB Common Stock, 50 million shares are classified as Class CC Common Stock, 100
million shares are classified as Class DD Common Stock, 100 million shares are
classified as Class EE Common Stock, 50 million shares are classified as Class
FF Common Stock (n/i Numeric Investors Micro Cap), 50 million shares are
classified as Class GG Common Stock (n/i Numeric Investors Growth), 50 million
shares are classified as Class HH (n/i Numeric Investors Growth & Value), 100
million shares are classified as Class II Common Stock, 100 million shares are
classified as Class JJ Common Stock, 100 million shares are classified as Class
KK Common Stock, 100 million shares are classified as Class LL Common Stock, 100
million shares are classified as Class MM Common Stock, 100 million shares are
classified as Class NN Common Stock, 100 million shares are classified as Class
OO Common Stock, 100 million shares are classified as Class PP Common Stock, 100
million shares are classified as Class QQ Common Stock (Boston Partners
Institutional Large Cap), 100 million shares are classified as Class RR Common
Stock (Boston Partners Investor Large Cap), 100 million shares are classified as
Class SS Common Stock (Boston Partners Advisor Large Cap), 100 million shares
are classified as Class TT Common Stock (Boston Partners Investor Mid Cap), 100
million shares are classified as Class UU Common Stock (Boston Partners
Institutional Mid Cap), 100 million shares are classified as Class VV Common
Stock (Boston Partners Institutional Bond), 100 million shares are classified as
Class WW Common Stock (Boston Partners Investor Bond), 50 million shares are
classified as Class XX Common Stock (n/i Numeric Investors Larger Cap Value),
100 million shares are classified as Class YY Common Stock (Schneider Capital
Management Small Cap Value), 100 million shares are classified as Class ZZ
Common Stock, 100 million shares of Class AAA Common Stock, 100 million shares
are classified as Class BBB Common Stock, 100 million shares of Class CCC Common
Stock, 100 million shares are classified as Class DDD Common Stock (Boston
Partners Institutional Micro Cap), 100 million shares are classified as Class
EEE Common Stock (Boston Partners Investors Micro Cap), 100 million shares are
classified as Class FFF Common Stock, 100 million shares are classified as Class
GGG Common Stock, 100 million shares are classified as Class HHH Common Stock,
100 million shares are classified as Class III Common Stock (Boston Partners
Institutional Market Neutral), 100 million shares are classified as Class JJJ
Common Stock (Boston Partners Investor Market Neutral), 100 million shares are
classified as Class KKK Common Stock (Boston Partners Institutional Long-
-37-
<PAGE>
Short Equity) 100 million shares are classified as Class LLL common stock
(Boston Partners Investor Long-Short Equity), 100 million shares are classified
as Class MMM Common Stock (n/i Small Cap Value), 1.5 billion shares are
classified as Class Janney Money Common Stock (Money), 200 million shares are
classified as Class Janney Municipal Money Common Stock (Municipal Money), 200
million shares are classified as Class Janney Government Money Common Stock
(Government Money), 100 million shares are classified as Class Janney N.Y.
Municipal Money Common Stock (N.Y. Money), 700 million shares are classified as
Class Select Common Stock (Money), 1 million shares are classified as Class Beta
2 Common Stock (Municipal Money), 1 million shares are classified as Class Beta
3 Common Stock (Government Money), 1 million shares are classified as Class Beta
4 Common Stock (N.Y. Money), 700 million shares are classified as Principal
Class Money Common Stock, 1 million shares are classified as Gamma 2 Common
Stock (Municipal Money), 1 million shares are classified as Gamma 3 Common Stock
(Government Money), 1 million shares are classified as Gamma 4 Common Stock
(N.Y. Money), 1 million shares are classified as Delta 1 Common Stock (Money), 1
million shares are classified as Delta 2 Common Stock (Municipal Money), 1
million shares are classified as Delta 3 Common Stock (Government Money), 1
million shares are classified as Delta 4 Common Stock (N.Y. Money), 1 million
shares are classified as Epsilon 1 Common Stock (Money), 1 million shares are
classified as Epsilon 2 Common Stock (Municipal Money), 1 million shares are
classified as Epsilon 3 Common Stock (Government Money), 1 million shares are
classified as Epsilon 4 Common Stock (N.Y. Money), 1 million shares are
classified as Zeta 1 Common Stock (Money), 1 million shares are classified as
Zeta 2 Common Stock (Municipal Money), 1 million shares are classified as Zeta 3
Common Stock (Government Money), 1 million shares are classified as Zeta 4
Common Stock (N.Y. Money), 1 million shares are classified as Eta 1 Common Stock
(Money), 1 million shares are classified as Eta 2 Common Stock (Municipal
Money), 1 million shares are classified as Eta 3 Common Stock (Government
Money), 1 million shares are classified as Eta 4 Common Stock (N.Y. Money), 1
million shares are classified as Theta 1 Common Stock (Money), 1 million shares
are classified as Theta 2 Common Stock (Municipal Money), 1 million shares are
classified as Theta 3 Common Stock (Government Money), and 1 million shares are
classified as Theta 4 Common Stock (N.Y. Money). Shares of the Classes FF, GG,
HH, XX and MMM Common Stock constitute the N/I NUMERIC INVESTORS Micro Cap,
Growth, Growth & Value, Larger Cap Value and Small Cap Value Funds,
respectively. Under RBB's charter, the Board of Directors has the power to
classify or reclassify any unissued shares of Common Stock from time to
time.
The classes of Common Stock have been grouped into fifteen separate
"families": the RBB Family, the Cash Preservation Family, the Sansom Street
Family, the Bedford Family, the Principal (Gamma) Family, the Janney Montgomery
Scott Money Family, the Select (Beta) Family, the Schneider Capital Management
Family, the N/I NUMERIC INVESTORS family of funds, the Boston Partners Family,
the Delta Family, the Epsilon Family, the Zeta Family, the Eta Family and the
Theta Family. The RBB Family represents interests in the Government Securities
Portfolio; the Cash Preservation Family represents interests in the Money Market
and Municipal Money Market Portfolios; the Sansom Street Family represents
interests in the Money Market, Municipal Money Market and Government Obligations
Money Market Portfolios; the Bedford Family represents interests in the Money
Market, Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Portfolios; the N/I NUMERIC INVESTORS family of funds
represents interests in five non-money market portfolios; the Boston Partners
Family represents interests in five non-money market portfolios; the Schneider
-38-
<PAGE>
Capital Management Family represents interests in one non-money market
portfolio; the Janney Montgomery Scott Family, the Select (Beta) Family, the
Principal (Gamma) Family and the Delta, Epsilon, Zeta, Eta and Theta Families
represent interests in the Money Market, Municipal Money Market, Government
Obligations Money Market and New York Municipal Money Market Funds.
ADDITIONAL INFORMATION CONCERNING FUND SHARES
RBB does not currently intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. RBB's amended By-
Laws provide that shareholders collectively owning at least ten percent of the
outstanding shares of all classes of Common Stock of RBB have the right to call
for a meeting of shareholders to consider the removal of one or more directors.
To the extent required by law, RBB will assist in shareholder communication in
such matters.
Holders of shares of each class of RBB will vote in the aggregate and not
by class on all matters, except where otherwise required by law. Further,
shareholders of RBB will vote in the aggregate and not by portfolio except as
otherwise required by law or when the Board of Directors determines that the
matter to be voted upon affects only the interests of the shareholders of a
particular portfolio. Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted by the provisions of such Act or applicable state law,
or otherwise, to the holders of the outstanding voting securities of an
investment company such as RBB shall not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
voting securities, as defined in the 1940 Act, of each portfolio affected by the
matter. Rule 18f-2 further provides that a portfolio shall be deemed to be
affected by a matter unless it is clear that the interests of each portfolio in
the matter are identical or that the matter does not affect any interest of the
portfolio. Under the Rule, the approval of an investment advisory agreement or
any change in a fundamental investment policy would be effectively acted upon
with respect to a portfolio only if approved by the holders of a majority of the
outstanding voting securities (as defined by the 1940 Act) of such portfolio.
However, the Rule also provides that the ratification of the selection of
independent public accountants, the approval of principal underwriting contracts
and the election of directors are not subject to the separate voting
requirements and may be effectively acted upon by shareholders of an investment
company voting without regard to portfolio.
Notwithstanding any provision of Maryland law requiring a greater vote of
shares of RBB's common stock (or of any class voting as a class) in connection
with any corporate action, unless otherwise provided by law or by RBB's Charter,
RBB may take or authorize such action upon the favorable vote of the holders of
more than 50% of all of the outstanding shares of Common Stock entitled to vote
on the matter voting without regard to class (or portfolio). The name "N/I
NUMERIC INVESTORS" may be used in the name of other portfolios managed by
Numeric.
-39-
<PAGE>
MISCELLANEOUS
COUNSEL. The law firm of Drinker Biddle & Reath LLP, Philadelphia National
Bank Building, 1345 Chestnut Street, Philadelphia, Pennsylvania 19107-3496,
serves as counsel to RBB and RBB's non-interested directors.
INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, 2400 Eleven Penn
Center, Philadelphia, Pennsylvania 19103 serves as RBB's independent
accountants.
CONTROL PERSONS. As of November 16, 1998, to RBB's knowledge, the
following named persons at the addresses shown below owned of record
approximately 5% or more of the total outstanding shares of the class of RBB
indicated below. See "Description of Shares" above. RBB does not know whether
such persons also beneficially own such shares.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH PRESERVATION MONEY Jewish Family and Children's Agency of
MARKET Phil Capital Campaign 44.097%
Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103
- -------------------------------------------------------------------------------------------------------
Marian E. Kunz
52 Weiss Ave. 11.070%
Flourtown, PA 19031
- -------------------------------------------------------------------------------------------------------
Dominic & Barbara Pisciotta
And Successors In Tr Under The Dominic 5.734%
TRST & Barbara Pisciotta
Caring TR DTD 01/24/92
207 Woodmere Way
St. Charles, ,MO 63303
- -------------------------------------------------------------------------------------------------------
Betty L. Thomas
TRST Thomas Living Trust 5.045%
DTD 06/19/92
838 Lynn Haven Lane
Hazelwood, MO 63042-3415
- -------------------------------------------------------------------------------------------------------
SAMSON STREET MONEY MARKET Saxon and Co.
FBO Paine Webber 75.343%
A/C 32 32 400 4000038
P.O. Box 7780 1888
Phila., PA 19182
- -------------------------------------------------------------------------------------------------------
Wasner & Co. for Account of
Paine Webber and Managed Assets Sundry 24.017%
Holdings
Attn: Joe Domizio
76 A 260 ABC 200 Stevens Drive
Lester, PA 19113
- -------------------------------------------------------------------------------------------------------
CASH PRESERVATOIN Gary L. Lange
MUNICIPAL MONEY MARKET and Susan D. Lange 40.150%
JT TEN
837 Timber Glen Ln
Ballwin, MO 63021-6066
- -------------------------------------------------------------------------------------------------------
Andrew Diederich and
Doris Diederich 5.236%
JT TEN
1003 Lindeman
Des Peres, MO 63131
- -------------------------------------------------------------------------------------------------------
Kenneth Farwell
and Valerie Farwell JT TEN 7.228%
3854 Sullivan
St. Louis, MO 63107
- -------------------------------------------------------------------------------------------------------
Terry H. Williams
and Nancy L. Williams 13.686%
JT TEN
2508 Janel Ct
Oakville, MO 63129
- -------------------------------------------------------------------------------------------------------
Emil R. Hunter and
Mary J. Hunter JT TEN 8.325%
428 W. Jefferson
Kirkwood, MO 63122
- -------------------------------------------------------------------------------------------------------
N/I MICRO CAP FUND Charles Schwab & Co. Inc
Special Custody Account for the 11.848%
Exclusive Benefit of Customers
Attn: Mutual Funds A/C 3143-0251
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
Janis Claflin, Bruce Fetzer and
Winston Franklin, Robert Lehman Trst 5.431%
The John E. Fetzer Institute, Inc.
U/A DTD 06-1992
Attn: Christina Adams
9292 West KL Ave.
Kalamazoo, MI 49009
- -------------------------------------------------------------------------------------------------------
Public Inst. For Social Security
1001 19th St., N. 16th Flr. 7.614%
Arlington, VA 22209
- -------------------------------------------------------------------------------------------------------
Portland General Holdings Inc.
DTD 01/29/90 19.715%
Attn: William J. Valach
121 S.W. Salmon St.
Portland, OR 97202
- -------------------------------------------------------------------------------------------------------
State Street Bank and Trust Company
FBO Yale Univ. Ret. Pln for Staff Emp 8.823%
State Street Bank & Tr Co. Master Tr.
Div
Attn: Kevin Sutton
Solomon Williard Bldg. One Enterprise
Dr.
North Quincy, MA 02171
- -------------------------------------------------------------------------------------------------------
N/I GROWTH FUND Charles Schwab & Co. Inc
Special Custody Account for the 18.352%
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
Citibank North America Inc.
Trst Sargent & Lundy Retirement Trust 21.781%
DTD 06/01/96
Mutual Fund Unit
Bld. B Floor 1 Zone 7
3800 Citibank Center Tampa
Tampa, FL 33610-9122
- -------------------------------------------------------------------------------------------------------
U.S. Equity Investment Portfolio LP
1001 N. US Hwy One Suite 800 6.526%
Jupiter, FL 33477
- -------------------------------------------------------------------------------------------------------
Union Bank of California
Trst Sunkist Growers-Match-Svgs Pln 5.882%
Trst No. 610001154-03
Mutual Funds Dept. P.O. Box 120109
San Diego, CA 92112-0109
- -------------------------------------------------------------------------------------------------------
N/I GROWTH AND VALUE FUND Charles Schwab & Co. Inc.
Special Custody Account for the 19.824%
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
The John E. Fetzer Institute Inc.
Attn: Christina Adams 8.505%
9292 W. KL Ave.
Kalamazoo, MI 49009
- -------------------------------------------------------------------------------------------------------
Bankers Trust Cust Pge-Enron Foundation
Attn: Procy Fernandez 5.829%
300 S. Grand Ave. 40th Floor
Los Angeles, CA 90071
- -------------------------------------------------------------------------------------------------------
N/I LARGER CAP VALUE FUND Charles Schwab & Co. Inc
Special Custody Account for the 14.989%
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
Bank of America NT & SA
FBO Community Hospital Central Cal Pn Pl 17.543%
A/C 10-35-155-2048506
Attn: Mutual Funds 38615
P.O. Box 513577
Los Angeles, CA 90051
- -------------------------------------------------------------------------------------------------------
The John E. Fetzer Institute, Inc.
Attn. Christina Adams 46.381%
9292 W. KL Ave.
Kalamazoo, MI 49009
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS LARGE CAP Dr. Janice B. Yost
FUND INST SHARES Trst Mary Black Foundation Inc. 12.275%
Bell Hill-945 E. Main St.
Spartanburg, SC 29302
- -------------------------------------------------------------------------------------------------------
US Bank National Association
FBO A-DEC Inc DOT 093098 10.754%
Attn: Mutual Funds a/c 97307536
PO Box 64010
St. Paul, MN 55164-0010
- -------------------------------------------------------------------------------------------------------
Irving Fireman's Relief & Ret Fund
Attn: Edith Auston 5.774%
825 W. Irving Blvd.
Irvin, TX 75060
- -------------------------------------------------------------------------------------------------------
Miter & Co.
c/o M&I Trust 10.207%
PO Box 2977
Milwaukee, WI 53202
- -------------------------------------------------------------------------------------------------------
Union Bank of California
FBO Service Employers 5.676%
TR610001265-01
PO Box 120109
San Diego, CA 92112-0109
- -------------------------------------------------------------------------------------------------------
Swanee Hunt and Charles Ansbacher
Trst The Swanee Hunt Family Fund 5.939%
C/o Elizabeth Alberti
168 Brattle St.
Cambridge, MA 02138
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS LARGE CAP National Financial Services Corp.
FUND INVESTOR SHARES For the Exclusive Bene of Our Customers 17.202%
Attn: Mutual Funds 5th Floor
200 Liberty St I World Financial Center
New York, NY 10281
- -------------------------------------------------------------------------------------------------------
Charles Schwab & Co. Inc.
Special Custody Account for Bene of Cust 73.563%
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS MID CAP Donaldson Lufkin & Jenrette
VALUE FUND INST. SHARES Securities Corporation 8.340%
Attn: Mutual Funds
P.O. Box 2052
Jersey City, NJ 07303
- -------------------------------------------------------------------------------------------------------
The Northern Trust Company
FBO Thomas & Betts Master 12.001%
Retirement Trust
8155 T&B Blvd
Memphis, TN 38123
- -------------------------------------------------------------------------------------------------------
NAIDOT & CO.
C/O Bessemer Trust Co. 5.988%
100 Woodbridge Center Dr
Woodbridge, NJ 07095
- -------------------------------------------------------------------------------------------------------
MAC & CO.
A/C BPHF 3006002 6.901%
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
- -------------------------------------------------------------------------------------------------------
Coastal Insurance Enterprises Inc.
Attn: Chris Baldwin 6.311%
P.O. Box 240429
Montgomery, AL 36124
- -------------------------------------------------------------------------------------------------------
U P Plumbers & Pipefitters
Pension Fund 5.298%
c/o James E. Schreiber Admin Manager
241 E. Saginaw St Ste 601
East Lansing, MI 48823-2791
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS MID CAP National Financial Svcs Corp. for
VALUE FUND INV SHARES Exclusive Bene of Our Customers 16.614%
Sal Vella
200 Liberty St.
New York, NY 10281
- -------------------------------------------------------------------------------------------------------
Charles Schwab & Co. Inc.
Special Custody Account for Bene of Cust 40.369%
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
Jupiter & Co.
c/o Investors Bank 5.488%
P.O. Box 9130 FPG 90
Boston, MA 02110
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS BOND FUND Boston Partners Asset Mgmt LP
INSTITUTIONAL SHARES 28 State Street 31.956%
Boston, MA 02109
- -------------------------------------------------------------------------------------------------------
Chiles Foundation
111 S.W. Fifth Ave. 25.779%
Ste 4050
Portland, OR 97204
- -------------------------------------------------------------------------------------------------------
The Roman Catholic Diocese of
Raleigh, NC 34.191%
General Endowment
715 Nazareth St.
Raleigh, NC 27606
- -------------------------------------------------------------------------------------------------------
The Roman Catholic Diocese of
Raleigh, NC 8.035%
Clergy Trust
715 Nazareth St.
Raleigh, NC 27606
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS BOND FUND Charles Schwab & Co. Inc
INVESTOR SHARES Special Custody Account for Bene of Cust 77.073%
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
Stephen W. Hamilton
17 Lakeside Ln 15.291%
N. Barrington, IL 60010
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS Desmond J. Heathwood
MICRO CAP VALUE 41 Chestnut St. 8.339%
FUND- INSTITUTIONAL Boston, MA 02108
SHARES
- -------------------------------------------------------------------------------------------------------
Boston Partners Asset Mgmt LP
28 State Street 65.971%
Boston, MA 02109
- -------------------------------------------------------------------------------------------------------
Wayne Archambo
42 DeLopa Cir 6.630%
Westwood, MA 02090
- -------------------------------------------------------------------------------------------------------
David M. Dabora
11 White Plains Ct. 6.630%
San Anselmo, CA 94960
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS National Financial Services Corp.
MICRO CAP VALUE For the Exclusive Bene of our Customers 32.992%
FUND- INVESTOR Attn. Mutual Funds 5th Floor
SHARES 200 Liberty St.
1 World Financial Center
New York, NY 10281
- -------------------------------------------------------------------------------------------------------
Scott J. Harrington
54 Torino Ct. 41.867%
Danville, CA 94526
- -------------------------------------------------------------------------------------------------------
Charles Schwab & Co. Inc.
Special Custody Account 18.035%
For Bene of Cust
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS Boston Partners Asset
MARKET NEUTRAL Mgmt LP 100.00%
FUND- INSTITUTIONAL 28 State Street
SHARES Boston, MA 02109
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS Boston Partners Asset
MARKET NEUTRAL Mgmt LP 100.00%
FUND- INVESTOR 28 State Street
SHARES Boston, MA 02109
- -------------------------------------------------------------------------------------------------------
SCHNEIDER SMALL CAP VALUE Arnold C. Schneider III
FUND SEP IRA 28.607%
826 Turnbridge Rd
Wayne, PA 19087
- -------------------------------------------------------------------------------------------------------
SCM Retirement Plan
Profit Sharing Plan 15.660%
460 E. Swedesford Rd
Ste 1080
Wayne, PA 19087
- -------------------------------------------------------------------------------------------------------
Durward A. Huckabay
and Susan S. Huckabay 9.176%
TRST Huckabay 1987 Trust
U/A DTD 11/6/87
2531 Lakeridge Shores Cir
Reno, NV 89509
- -------------------------------------------------------------------------------------------------------
John Frederic Lyness
81 Hillcrest Ave 27.193%
Summit NJ 07901
- -------------------------------------------------------------------------------------------------------
Ronald L. Gault 8.704%
IRA
439 W. Nelson St
Lexington, VA 24450
- -------------------------------------------------------------------------------------------------------
</TABLE>
As of the same date, directors and officers as a group owned less than
one percent of the shares of the Fund.
BANKING LAWS. Banking laws and regulations currently prohibit a bank
holding company registered under the Federal Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing, controlling
or distributing the shares of a registered, open-end investment company
continuously engaged in the issuance of its shares, and prohibit banks generally
from underwriting securities, but such banking laws and regulations do not
prohibit such a holding company or affiliate or banks generally from acting as
investment adviser, administrator, transfer agent or custodian to such an
investment company, or from purchasing shares of such a company as agent for and
upon the order of customers. Blackrock Investment Management Company ("BIMC"),
PNC Bank and other institutions that are banks or bank affiliates are subject to
such banking laws and regulations.
BIMC and PNC Bank believe they may perform the services for RBB
contemplated by their respective agreements with RBB without violation of
applicable banking laws or regulations. It should be noted, however, that there
have been no cases deciding whether bank and non-bank subsidiaries of a
registered bank holding company may perform services comparable to those that
are to be performed by these companies, and future changes in either federal or
state statutes and regulations relating to permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of present and future statutes and regulations,
could prevent these companies from continuing to perform such services for RBB.
If such were to occur, it is expected that the Board of Directors would
recommend that RBB enter into new agreements or would consider the possible
termination of RBB. Any new advisory or sub-advisory agreement would normally be
subject to shareholder approval. It is not anticipated that any change in RBB's
method of operations as a result of these occurrences would affect its net asset
value per share or result in a financial loss to any shareholder.
-40-
<PAGE>
SHAREHOLDER APPROVALS. As used in this Statement of Additional
Information and in the Prospectuses, "shareholder approval" and a "majority of
the outstanding shares" of a class, series or Portfolio means, with respect to
the approval of an investment advisory agreement, a distribution plan or a
change in a fundamental investment limitation, the lesser of (1) 67% of the
shares of the particular class, series or Portfolio represented at a meeting at
which the holders of more than 50% of the outstanding shares of such class,
series or Portfolio are present in person or by proxy, or (2) more than 50% of
the outstanding shares of such class, series or Portfolio.
FINANCIAL STATEMENTS
The audited financial statements and notes thereto in the Funds' Annual
Report to Shareholders (the "1998 Annual Report") for the fiscal year ended
August 31, 1998 (the "Financial Statements") are incorporated by reference into
this Statement of Additional Information. No other parts of the 1998 Annual
Report are incorporated by reference herein. The financial statements included
in the 1998 Annual Report have been audited by RBB's independent accountants,
PricewaterhouseCoopers LLP. The reports of PricewaterhouseCoopers LLP are
incorporated herein by reference, and such financial statements have been
incorporated herein in reliance upon such reports given upon their authority as
experts in accounting and auditing. Copies of the 1998 Annual Report may be
obtained free of charge by telephoning PFPC at (800) 348-5031. No financial
statements are supplied for the Small Cap Value Fund because, as of the date of
the Prospectus and this Statement of Additional Information, the Fund had no
operating history.
-41-
<PAGE>
APPENDIX A
----------
COMMERCIAL PAPER RATINGS
- ------------------------
A Standard & Poor's ("S&P") commercial paper rating is a current
assessment of the likelihood of timely payment of debt having an original
maturity of no more than 365 days. The following summarizes the rating
categories used by Standard and Poor's for commercial paper:
"A-1" - Obligations are rated in the highest category indicating that
the obligor's capacity to meet its financial commitment on the obligation is
strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.
"A-2" - Obligations are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.
"A-3" - Obligations exhibit adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.
"B" - Obligations are regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
"C" - Obligations are currently vulnerable to nonpayment and are
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.
"D" - Obligations are in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.
Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually senior debt obligations not having an original
maturity in excess of one year, unless explicitly noted. The following
summarizes the rating categories used by Moody's for commercial paper:
"Prime-1" - Issuers (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structure with moderate reliance on
debt and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; and well-established access
to a range of financial markets and assured sources of alternate liquidity.
A-1
<PAGE>
"Prime-2" - Issuers (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
"Prime-3" - Issuers (or supporting institutions) have an acceptable
ability for repayment of senior short-term debt obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
"Not Prime" - Issuers do not fall within any of the Prime rating
categories.
The three rating categories of Duff & Phelps for investment grade
commercial paper and short-term debt are "D-1," "D-2" and "D-3." Duff & Phelps
employs three designations, "D-1+," "D-1" and "D-1-," within the highest rating
category. The following summarizes the rating categories used by Duff & Phelps
for commercial paper:
"D-1+" - Debt possesses the highest certainty of timely payment.
Short-term liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.
"D-1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.
"D-1-" - Debt possesses high certainty of timely payment. Liquidity
factors are strong and supported by good fundamental protection factors. Risk
factors are very small.
"D-2" - Debt possesses good certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is good. Risk
factors are small.
"D-3"- Debt possesses satisfactory liquidity and other protection
factors qualify issues as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is expected.
"D-4" - Debt possesses speculative investment characteristics.
Liquidity is not sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation.
"D-5" - Issuer has failed to meet scheduled principal and/or interest
payments.
Fitch IBCA short-term ratings apply to debt obligations that have time
horizons of less than 12 months for most obligations, or up to three years for
U.S. public finance securities. The following summarizes the rating categories
used by Fitch IBCA for short-term obligations:
"F1" - Securities possess the highest credit quality. This designation
indicates the strongest capacity for timely payment of financial commitments and
may have an added "+" to denote any exceptionally strong credit feature.
"F2" - Securities possess good credit quality. This designation
indicates a satisfactory capacity for timely payment of financial commitments,
but the margin of safety is not as great as in the case of the higher ratings.
"F3" - Securities possess fair credit quality. This designation
indicates that the capacity for timely payment of financial commitments is
adequate; however, near-term adverse changes could result in a reduction to
non-investment grade.
"B" - Securities possess speculative credit quality. This designation
indicates minimal capacity for timely payment of financial commitments, plus
vulnerability to near-term adverse changes in financial and economic conditions.
"C" - Securities possess high default risk. This designation indicates
that default is a real possibility and that the capacity for meeting financial
commitments is solely reliant upon a sustained, favorable business and economic
environment.
"D" - Securities are in actual or imminent payment default.
Thomson BankWatch short-term ratings assess the likelihood of an
untimely payment of principal and interest of debt instruments with original
maturities of one year or less. The following summarizes the ratings used by
Thomson BankWatch:
"TBW-1" - This designation represents Thomson BankWatch's highest
category and indicates a very high likelihood that principal and interest will
be paid on a timely basis.
"TBW-2" - This designation represents Thomson BankWatch's
second-highest category and indicates that while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1."
"TBW-3" - This designation represents Thomson BankWatch's lowest
investment-grade category and indicates that while the obligation is more
susceptible to adverse developments (both internal and external) than those with
higher ratings, the capacity to service principal and interest in a timely
fashion is considered adequate.
"TBW-4" - This designation represents Thomson BankWatch's lowest
rating category and indicates that the obligation is regarded as non-investment
grade and therefore speculative.
CORPORATE AND MUNICIPAL LONG-TERM DEBT RATINGS
- ----------------------------------------------
The following summarizes the ratings used by Standard & Poor's for
corporate and municipal debt:
"AAA" - An obligation rated "AAA" has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.
"AA" - An obligation rated "AA" differs from the highest rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
"A" - An obligation rated "A" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.
"BBB" - An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
Obligations rated "BB," "B," "CCC," "CC" and "C" - are regarded as
having significant speculative characteristics. "BB" indicates the least degree
of speculation and "C" the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
"BB" - An obligation rated "BB" is less vulnerable to non payment
than other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could lead
to the obligor's inadequate capacity to meet its financial commitment on the
obligation.
A-2
<PAGE>
"B" - An obligation rated "B" is more vulnerable to nonpayment than
obligations rated "BB", but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
"CCC" - An obligation rated "CCC" is currently vulnerable to
nonpayment, and is dependent upon favorable business, financial and economic
conditions for the obligor to meet its financial commitment on the obligation.
In the event of adverse business, financial or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the
obligation.
"CC" - An obligation rated "CC" is currently highly vulnerable to
nonpayment.
"C" - The "C" rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.
"D" - An obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.
"r" - This symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or volatility of
expected returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk - such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
The following summarizes the ratings used by Moody's for corporate and
municipal long-term debt:
"Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
"Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or
A-3
<PAGE>
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risk appear somewhat larger than
the "Aaa" securities.
"A" - Bonds possess many favorable investment attributes and are to be
considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds are considered as medium-grade obligations, (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of these
ratings provide questionable protection of interest and principal ("Ba"
indicates speculative elements; "B" indicates a general lack of characteristics
of desirable investment; "Caa" are of poor standing; "Ca" represents obligations
which are speculative in a high degree; and "C" represents the lowest rated
class of bonds). "Caa," "Ca" and "C" bonds may be in default.
Con. (---) - Bonds for which the security depends upon the completion
of some act or the fulfillment of some condition are rated conditionally. These
are bonds secured by (a) earnings of projects under construction, (b) earnings
of projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.
Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic
rating classification from "Aa" through "Caa". The modifier 1 indicates that
the obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking
in the lower end of its generic rating category.
The following summarizes the long-term debt ratings used by Duff & Phelps
for corporate and municipal long-term debt:
"AAA" - Debt is considered to be of the highest credit quality. The risk
factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.
"AA" - Debt is considered to be of high credit quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because of
economic conditions.
"A" - Debt possesses protection factors which are average but adequate.
However, risk factors are more variable in periods of greater economic stress.
"BBB" - Debt possesses below-average protection factors but such protection
factors are still considered sufficient for prudent investment. Considerable
variability in risk is present during economic cycles.
"BB," "B," "CCC," "DD," and "DP" - Debt that possesses one of these ratings
is considered to be below investment grade. Although below investment grade,
debt rated "BB" is deemed likely to meet obligations when due. Debt rated "B"
possesses the risk that obligations will not be met when due. Debt rated "CCC"
is well below investment grade and has considerable uncertainty as to timely
payment of principal, interest or preferred dividends. Debt rated "DD" is a
defaulted debt obligation, and the rating "DP" represents preferred stock with
dividend arrearages.
To provide more detailed indications of credit quality, the "AA," "A,"
"BBB," "BB" and "B" ratings may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within these major categories.
The following summarizes the ratings used by Fitch IBCA for corporate and
municipal bonds:
"AAA" - Bonds considered to be investment grade and of the highest credit
quality. These ratings denote the lowest expectation of credit risk and are
assigned only in case of exceptionally strong capacity for timely payment of
financial commitments. This capacity is highly unlikely to be adversely
affected by foreseeable events.
"AA" - Bonds considered to be investment grade and of very high credit
quality. These ratings denote a very low expectation of credit risk and
indicate very strong capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable events.
"A" - Bonds considered to be investment grade and of high credit quality.
These ratings denote a low expectation of credit risk and indicate strong
capacity for timely payment of financial commitments. This capacity may,
nevertheless, be more vulnerable to changes in circumstances or in economic
conditions than is the case for higher ratings.
"BBB" - Bonds considered to be investment grade and of good credit quality.
These ratings denote that there is currently a low expectation of credit risk.
The capacity for timely payment of financial commitments is considered adequate,
but adverse changes in circumstances and in economic conditions are more likely
to impair this capacity.
"BB" - Bonds considered to be speculative. These ratings indicate that
there is a possibility of credit risk developing, particularly as the result of
adverse economic changes over time; however, business or financial alternatives
may be available to allow financial commitments to be met. Securities rated in
this category are not investment grade.
"B" - Bonds are considered highly speculative. These ratings indicate that
significant credit risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued
payment is contingent upon a sustained, favorable business and economic
environment.
"CCC", "CC", and "C" - Bonds have high default risk. Default is a real
possibility, and capacity for meeting financial commitments is solely reliant
upon sustained, favorable business or economic developments. "CC" ratings
indicate that default of some kind appears probable, and "C" ratings signal
imminent default.
"DDD," "DD" and "D" - Bonds are in default. Securities are not meeting
obligations and are extremely speculative. "DDD" designates the highest
potential for recovery of amounts outstanding on any securities involved and "D"
represents the lowest potential for recovery.
To provide more detailed indications of credit quality, the Fitch IBCA
ratings from and including "AA" to "B" may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within these major rating
categories.
Thomson BankWatch assesses the likelihood of an untimely repayment of
principal or interest over the term to maturity of long term debt and preferred
stock which are issued by United States commercial banks, thrifts and non-bank
banks; non-United States banks; and broker-dealers. The following summarizes
the rating categories used by Thomson BankWatch for long-term debt ratings:
"AAA" - This designation indicates that the ability to repay principal and
interest on a timely basis is extremely high.
"AA" - This designation indicates a very strong ability to repay principal
and interest on a timely basis, with limited incremental risk compared to issues
rated in the highest category.
"A" - This designation indicates that the ability to repay principal and
interest is strong. Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.
"BBB" - This designation represents the lowest investment-grade category
and indicates an acceptable capacity to repay principal and interest. Issues
rated "BBB" are more vulnerable to adverse developments (both internal and
external) than obligations with higher ratings.
"BB," "B," "CCC," and "CC," - These designations are assigned by Thomson
BankWatch to non-investment grade long-term debt. Such issues are regarded as
having speculative characteristics regarding the likelihood of timely payment of
principal and interest. "BB" indicates the lowest degree of speculation and
"CC" the highest degree of speculation.
"D" - This designation indicates that the long-term debt is in default.
PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC" may include a
plus or minus sign designation which indicates where within the respective
category the issue is placed.
MUNICIPAL NOTE RATINGS
- ----------------------
A Standard and Poor's rating reflects the liquidity concerns and market
access risks unique to notes due in three years or less. The following
summarizes the ratings used by Standard & Poor's Ratings Group for municipal
notes:
"SP-1" - The issuers of these municipal notes exhibit a strong capacity to
pay principal and interest. Those issues determined to possess very strong
characteristics are given a plus (+) designation.
"SP-2" - The issuers of these municipal notes exhibit satisfactory capacity
to pay principal and interest, with some vulnerability to adverse financial and
economic changes over the term of the notes.
"SP-3" - The issuers of these municipal notes exhibit speculative capacity
to pay principal and interest.
Moody's ratings for state and municipal notes and other short-term loans
are designated Moody's Investment Grade ("MIG") and variable rate demand
obligations are designated Variable Moody's Investment Grade ("VMIG"). Such
ratings recognize the differences between short-term credit risk and long-term
risk. The following summarizes the ratings by Moody's Investors Service, Inc.
for short-term notes:
"MIG-1"/"VMIG-1" - This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
"MIG-2"/"VMIG-2" - This designation denotes high quality, with margins of
protection that are ample although not so large as in the preceding group.
"MIG-3"/"VMIG-3" - This designation denotes favorable quality, with all
security elements accounted for but lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.
"MIG-4"/"VMIG-4" - This designation denotes adequate quality. Protection
commonly regarded as required of an investment security is present and although
not distinctly or predominantly speculative, there is specific risk.
"SG" - This designation denotes speculative quality. Debt instruments in
this category lack of margins of protection.
Fitch IBCA and Duff & Phelps use the short-term ratings described under
Commercial Paper Ratings for municipal notes.
A-4
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A of the Registration Statement:
Financial Highlights (audited) for the n/i Micro Cap, Growth and
Growth & Value Funds for the fiscal year ended August 31, 1998 and for
the n/i Larger Cap Value Fund for the period December 9, 1997 through
August 31, 1998.
(2) Incorporated by reference into Part B:
Audited Financial Statements included in Registrant's Annual Report to
Shareholders dated August 31, 1998 for the n/i Micro Cap, Growth,
Growth & Value and Larger Cap Value Funds, which has been previously
filed with the Commission.
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(1) (a) Articles of Incorporation of Registrant. 1
(b) Articles Supplementary of Registrant. 1
(c) Articles of Amendment to Articles of Incorporation of Registrant. 2
(d) Articles Supplementary of Registrant. 2
(e) Articles Supplementary of Registrant. 5
(f) Articles Supplementary of Registrant. 6
(g) Articles Supplementary of Registrant. 9
(h) Articles Supplementary of Registrant. 10
(i) Articles Supplementary of Registrant. 11
(j) Articles Supplementary of Registrant. 11
(k) Articles Supplementary of Registrant. 13
(l) Articles Supplementary of Registrant. 13
(m) Articles Supplementary of Registrant. 13
(n) Articles Supplementary of Registrant. 13
(o) Articles Supplementary of Registrant. 14
(p) Articles Supplementary of Registrant. 17
(q) Articles Supplementary of Registrant. 19
(r) Articles Supplementary of Registrant. 21
(s) Articles of Amendment to Charter of the Registrant. 22
(t) Articles Supplementary of Registrant. 22
(u) Articles Supplementary of Registrant. 31
(v) Articles Supplementary of Registrant. 31
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(w) Articles Supplementary of Registrant. 29
(x) Articles Supplementary of Registrant. 29
(2) (a) By-Laws, as amended. 22
(3) None.
(4) (a) See Articles VI, VII, VIII, IX and XI of Registrant's Articles of Incorporation 1
dated February 17, 1988.
(b) See Articles II, III, VI, XIII, and XIV of Registrant's By-Laws as amended 17
through April 26, 1996.
(5) (a) Investment Advisory Agreement (Money Market) between Registrant and Provident 3
Institutional Management Corporation, dated as of August 16, 1988.
(b) Sub-Advisory Agreement (Money Market) between Provident Institutional Management 3
Corporation and Provident National Bank, dated as of August 16, 1988.
(c) Investment Advisory Agreement (Tax-Free Money Market) between Registrant and 3
Provident Institutional Management Corporation, dated as of August 16, 1988.
(d) Sub-Advisory Agreement (Tax-Free Money Market) between Provident Institutional 3
Management Corporation and Provident National Bank, dated as of August 16, 1988.
(e) Investment Advisory Agreement (Government Obligations Money Market) between 3
Registrant and Provident Institutional Management Corporation, dated as of August 16,
1988.
(f) Sub-Advisory Agreement (Government Obligations Money Market) between Provident 3
Institutional Management Corporation and Provident National Bank, dated as of
August 16, 1988.
(g) Investment Advisory Agreement (Government Securities) between Registrant and 8
Provident Institutional Management Corporation dated as of April 8, 1991.
(h) Investment Advisory Agreement (New York Municipal Money Market) between 9
Registrant and Provident Institutional Management Corporation dated November 5,
1991.
(i) Investment Advisory Agreement (Tax-Free Money Market) between Registrant and 10
Provident Institutional Management Corporation dated April 21, 1992.
(j) Investment Advisory Agreement (n/i Micro Cap Fund) between Registrant and Numeric 17
Investors, L.P.
(k) Investment Advisory Agreement (n/i Growth Fund) between Registrant and Numeric 17
Investors, L.P.
(l) Investment Advisory Agreement (n/i Growth & Value Fund) between Registrant and 17
Numeric Investors, L.P.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(m) Investment Advisory Agreement (Boston Partners Large Cap Value Fund) between 20
Registrant and Boston Partners Asset Management, L.P.
(n) Investment Advisory Agreement (Boston Partners Mid Cap Value Fund) between 22
Registrant and Boston Partners Asset Management, L.P.
(o) Investment Advisory Agreement (n/i Larger Cap Value Fund) between Registrant 24
and Numeric Investors, L.P. dated December 1, 1997.
(p) Investment Advisory Agreement (Boston Partners Bond Fund) between Registrant 24
and Boston Partners Asset Management, L.P. dated December 1, 1997.
(q) Investment Advisory Agreement (Schneider Small Cap Value Fund) between 29
Registrant and Schneider Capital Management Company.
(r) Investment Advisory Agreement (Boston Partners Micro Cap Value Fund) between 29
Registrant and Boston Partners Asset Management, L.P.
(s) Investment Advisory Agreement (Boston Partners Market Neutral Fund) between 31
Registrant and Boston Partners Asset Management, L.P.
(t) Investment Advisory Agreement (n/i Small Cap Value Fund) between Registrant and
Numeric Investors, L.P. 31
(6) (a) Distribution Agreement between Registrant and Provident Distributors, Inc. dated as 26
of May 29, 1998.
(b) Distribution Agreement Supplement between Registrant and Provident 31
Distributors, Inc. (Boston Partners Market Neutral Fund - Institutional Class).
(c) Distribution Agreement Supplement between Registrant and Provident 31
Distributors, Inc. (Boston Partners Market Neutral Fund - Investor Class).
(d) Distribution Agreement Supplement between Registrant and Provident 31
Distributors, Inc. (n/i Small Cap Value Fund).
(7) Fund Office Retirement Profit-Sharing and Trust Agreement, dated as of October 24, 1990, 23
as amended.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(8) (a) Custodian Agreement between Registrant and Provident National Bank dated as of 3
August 16, 1988.
(b) Sub-Custodian Agreement among The Chase Manhattan Bank, N.A., the Registrant and 10
Provident National Bank, dated as of July 13, 1992, relating to custody of
Registrant's foreign securities.
(c) Amendment No. 1 to Custodian Agreement dated August 16, 1988. 9
(d) Custodian Contract between Registrant and State Street Bank and Trust Company. 12
(e) Custody Agreement between Registrant and Custodial Trust Company on behalf of 17
n/i Micro Cap Fund, n/i Growth Fund and n/i Growth & Value Fund Portfolios of
the Registrant.
(f) Custodian Agreement Supplement Between Registrant and PNC Bank, National Association 20
dated October 16, 1996.
(g) Custodian Agreement Supplement between Registrant and PNC Bank, National 22
Association, on behalf of the Boston Partners Mid Cap Value Fund.
(h) Custody Agreement between Registrant and Custodial Trust Company on behalf of 24
the n/i Larger Cap Value Fund.
(i) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on behalf 24
of the Boston Partners Bond Fund.
(j) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on behalf of the 29
Schneider Small Cap Value Fund.
(k) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on behalf of the 29
Boston Partners Micro Cap Value Fund.
(l) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on behalf of 31
Boston Partners Market Neutral Fund.
(m) Custodian Agreement Supplement between Registrant and Custodial Trust Company on 31
behalf of n/i Small Cap Value Fund.
(9) (a) Transfer Agency Agreement (Sansom Street) between Registrant and Provident Financial 3
Processing Corporation, dated as of August 16, 1988.
(b) Transfer Agency Agreement (Cash Preservation) between Registrant and Provident 3
Financial Processing Corporation, dated as of August 16, 1988.
(c) Shareholder Servicing Agreement (Sansom Street Money Market). 3
(d) Shareholder Servicing Agreement (Sansom Street Tax-Free Money Market). 3
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(e) Shareholder Servicing Agreement (Sansom Street Government Obligations Money Market). 3
(f) Shareholder Services Plan (Sansom Street Money Market). 3
(g) Shareholder Services Plan (Sansom Street Tax-Free Money Market). 3
(h) Shareholder Services Plan (Sansom Street Government Obligations Money Market). 3
(i) Transfer Agency Agreement (Bedford) between Registrant and Provident Financial 3
Processing Corporation, dated as of August 16, 1988.
(j) Administration and Accounting Services Agreement between Registrant and Provident 8
Financial Processing Corporation, relating to Government Securities Portfolio,
dated as of April 10, 1991.
(k) Administration and Accounting Services Agreement between Registrant and Provident 9
Financial Processing Corporation, relating to New York Municipal Money Market
Portfolio dated as of November 5, 1991.
(l) Transfer Agency Agreement and Supplements (Bradford, Alpha (now known as Janney), 9
Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta) between Registrant and Provident
Financial Processing Corporation dated as of November 5, 1991.
(m) Administration and Accounting Services Agreement between Registrant and Provident 10
Financial Processing Corporation, relating to Tax-Free Money Market Portfolio,
dated as of April 21, 1992.
(n) Transfer Agency and Service Agreement between Registrant and State Street Bank and 15
Trust Company and PFPC, Inc. dated February 1, 1995.
(o) Supplement to Transfer Agency and Service Agreement between Registrant, State 15
Street Bank and Trust Company, Inc. and PFPC dated April 10, 1995.
(p) Amended and Restated Credit Agreement dated December 15, 1994. 16
(q) Transfer Agency Agreement Supplement (n/i Micro Cap Fund, n/i Growth Fund and 17
n/i Growth & Value Fund) between Registrant and PFPC, Inc. dated April 14, 1996.
(r) Administration and Accounting Services Agreement between Registrant and PFPC, Inc. 17
(n/i Micro Cap Fund) dated April 24, 1996.
(s) Administration and Accounting Services Agreement between Registrant and PFPC, Inc. 17
(n/i Growth Fund) dated April 24, 1996.
(t) Administration and Accounting Services Agreement between Registrant and PFPC, 17
Inc. (n/i Growth & Value Fund) dated April 24, 1996.
(u) Transfer Agreement and Service Agreement between Registrant and State Street Bank 18
and Trust Company.
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(v) Administration and Accounting Services Agreement between the Registrant and PFPC 21
Inc. dated October 16, 1996 (Boston Partners Large Cap Value Fund).
(w) Transfer Agency Agreement Supplement between Registrant and PFPC Inc. (Boston 20
Partners Large Cap Value Fund, Institutional Class).
(x) Transfer Agency Agreement Supplement between Registrant and PFPC Inc. (Boston 20
Partners Large Cap Value Fund, Investor Class).
(y) Transfer Agency Agreement Supplement between Registrant and PFPC Inc. (Boston 20
Partners Large Cap Value Fund, Advisor Class).
(z) Transfer Agency Agreement Supplement between Registrant and PFPC Inc., (Boston 22
Partners Mid Cap Value Fund, Institutional Class).
(aa) Transfer Agency Agreement Supplement between Registrant and PFPC Inc., (Boston 22
Partners Mid Cap Value Fund, Investor Class).
(bb) Administration and Accounting Services Agreement between Registrant and PFPC Inc. 22
dated, May 30, 1997 (Boston Partners Mid Cap Value Fund).
(cc) Transfer Agency Agreement Supplement (n/i Larger Cap Value Fund) between Registrant 24
and PFPC, Inc. dated December 1, 1997.
(dd) Administration and Accounting Services Agreement between Registrant and PFPC, Inc. 24
dated December 1, 1997 (n/i Larger Cap Value Fund).
(ee) Co-Administration Agreement between Registrant and Bear Stearns Funds Management, 24
Inc. dated December 1, 1997 (n/i Larger Cap Value Fund).
(ff) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. dated 24
December 1, 1997 (Boston Partners Bond Fund, Institutional Class).
(gg) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. dated 24
December 1, 1997 (Boston Partners Bond Fund, Investor Class).
(hh) Administration and Accounting Services Agreement between Registrant and PFPC, 24
Inc. dated December 1, 1997 (Boston Partners Bond Fund).
(ii) Administration and Accounting Services Agreement between Registrant and PFPC Inc. 29
(Schneider Small Cap Value Fund).
(jj) Transfer Agency Agreement Supplement between Registrant and PFPC Inc. (Schneider 29
Small Cap Value Fund).
(kk) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. (Boston 29
Partners Micro Cap Value Fund, Institutional Class).
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(ll) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. (Boston 29
Partners Micro Cap Value Fund, Investor Class).
(mm) Administration and Accounting Services Agreement between Registrant and PFPC, Inc. 29
(Boston Partners Micro Cap Value Fund).
(nn) Administrative Services Agreement between Registrant and Provident Distributors, Inc. 26
dated as of May 29, 1998 and relating to the n/i funds, Schneider Small Cap Value
Fund and Institutional Shares of the Boston Partners Funds.
(oo) Administrative Services Agreement Supplement between Registrant and Provident 31
Distributors, Inc. relating to the Boston Partners Market Neutral Fund
(Institutional Class).
(pp) Administrative and Accounting Services Agreement between Registrant and PFPC, 31
Inc. (Boston Partners Market Neutral Fund - Institutional and Investor Classes).
(qq) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. 31
(Boston Partners Market Neutral Fund - Institutional and Investor Classes).
(rr) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. 31
(n/i Small Cap Value Fund).
(ss) Administration and Accounting Services Agreement between 31
Registrant and PFPC, Inc. (n/i Small Cap Value Fund).
(tt) Co-Administration Agreement between Registrant and Bear Stearns Funds 31
Management, Inc. (n/i Small Cap Value Fund).
(uu) Administrative Services Agreement between Registrant and Provident 31
Distributors, Inc. (n/i Small Cap Value Fund).
(10) Opinion of Counsel as to validity of shares issued. 31
(11) (a) Consent of Independent Auditor. 31
(b) Consent of Drinker Biddle & Reath LLP. 31
(12) None.
(13) (a) Subscription Agreement (relating to Classes A through N). 2
(b) Subscription Agreement between Registrant and Planco Financial Services, Inc., 7
relating to Classes O and P.
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(c) Subscription Agreement between Registrant and Planco Financial Services, Inc., 7
relating to Class Q.
(d) Subscription Agreement between Registrant and Counsellors Securities Inc. relating 9
to Classes R, S, and Alpha 1 through Theta 4.
(e) Purchase Agreement between Registrant and Numeric Investors, L.P. relating to Class 17
FF (n/i Micro Cap Fund).
(f) Purchase Agreement between Registrant and Numeric Investors, L.P. relating to Class 17
GG (n/i Growth Fund).
(g) Purchase Agreement between Registrant and Numeric Investors, L.P. relating to Class 17
HH (n/i Growth & Value Fund).
(h) Purchase Agreement between Registrant and Boston Partners Asset Management, L.P. 21
relating to Classes QQ, RR and SS (Boston Partners Large Cap Value Fund).
(i) Purchase Agreement between Registrant and Boston Partners Asset Management, L.P. 22
relating to Classes TT and UU (Boston Partners Mid Cap Value Fund).
(j) Purchase Agreement between Registrant and Boston Partners Asset Management L.P. 24
relating to Classes VV and WW (Boston Partners Bond Fund).
(k) Purchase Agreement between Registrant and Numeric Investors, L.P. relating to 24
Class XX (n/i Larger Cap Value Fund).
(l) Purchase Agreement between Registrant and Schneider Capital Management Company 29
relating to Class YY (Schneider Small Cap Value Fund).
(m) Purchase Agreement between Registrant and Boston Partners Asset Management, L.P. 29
relating to Classes DDD and EEE (Boston Partners Micro Cap Value Fund).
(n) Purchase Agreement between Registrant and Boston Partners Asset Management 31
relating to Classes III and JJJ (Boston Partners Market Neutral Fund).
(o) Purchase Agreement between Registrant and Provident Distributors, Inc. relating to 31
Class MMM (n/i Small Cap Value Fund).
(14) None.
(15) (a) Plan of Distribution (Sansom Street Money Market). 3
(b) Plan of Distribution (Sansom Street Tax-Free Money Market). 3
(c) Plan of Distribution (Sansom Street Government Obligations Money Market). 3
(d) Plan of Distribution (Cash Preservation Money). 3
(e) Plan of Distribution (Cash Preservation Tax-Free Money Market). 3
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(f) Plan of Distribution (Bedford Money Market). 3
(g) Plan of Distribution (Bedford Tax-Free Money Market). 3
(h) Plan of Distribution (Bedford Government Obligations Money Market). 3
(i) Plan of Distribution (Income Opportunities High Yield). 7
(j) Amendment No. 1 to Plans of Distribution (Classes A through Q). 8
(k) Plan of Distribution (Alpha (now known as Janney) Money Market). 9
(l) Plan of Distribution (Alpha (now known as Janney) Tax-Free Money Market (now 9
known as the Municipal Money Market)).
(m) Plan of Distribution (Alpha (now known as Janney) Government Obligations Money 9
Market).
(n) Plan of Distribution (Alpha (now known as Janney) New York Municipal Money Market). 9
(o) Plan of Distribution (Beta Tax-Free Money Market). 9
(p) Plan of Distribution (Beta Government Obligations Money Market). 9
(q) Plan of Distribution (Beta New York Money Market). 9
(r) Plan of Distribution (Gamma Tax-Free Money Market). 9
(s) Plan of Distribution (Gamma Government Obligations Money Market). 9
(t) Plan of Distribution (Gamma New York Municipal Money Market). 9
(u) Plan of Distribution (Delta Money Market). 9
(v) Plan of Distribution (Delta Tax-Free Money Market). 9
(w) Plan of Distribution (Delta Government Obligations Money Market). 9
(x) Plan of Distribution (Delta New York Municipal Money Market). 9
(y) Plan of Distribution (Epsilon Money Market). 9
(z) Plan of Distribution (Epsilon Tax-Free Money Market). 9
(aa) Plan of Distribution (Epsilon Government Obligations Money Market). 9
(bb) Plan of Distribution (Epsilon New York Municipal Money Market). 9
(cc) Plan of Distribution (Zeta Money Market). 9
(dd) Plan of Distribution (Zeta Tax-Free Money Market). 9
(ee) Plan of Distribution (Zeta Government Obligations Money Market). 9
(ff) Plan of Distribution (Zeta New York Municipal Money Market). 9
(gg) Plan of Distribution (Eta Money Market). 9
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(hh) Plan of Distribution (Eta Tax-Free Money Market). 9
(ii) Plan of Distribution (Eta Government Obligations Money Market). 9
(jj) Plan of Distribution (Eta New York Municipal Money Market). 9
(kk) Plan of Distribution (Theta Money Market). 9
(ll) Plan of Distribution (Theta Tax-Free Money Market). 9
(mm) Plan of Distribution (Theta Government Obligations Money Market). 9
(nn) Plan of Distribution (Theta New York Municipal Money Market). 9
(oo) Plan of Distribution (Boston Partners Large Cap Value Fund Investor Class). 21
(pp) Plan of Distribution (Boston Partners Large Cap Value Fund Advisor Class). 21
(qq) Plan of Distribution (Boston Partners Mid Cap Value Fund Investor Class). 21
(rr) Plan of Distribution (Boston Partners Bond Fund Investor Class). 24
(ss) Plan of Distribution (Boston Partners Micro Cap Value Fund Investor Class). 25
(tt) Amendment to Plans of Distribution pursuant to Rule 12b-1. 31
(uu) Plan of Distribution (Boston Partners Market 30
Neutral Fund - Investor Class).
(vv) Plan of Distribution (Principal Money Market). 29
(16) (a) Schedule for Computation of Performance Quotations for the Money Market Portfolios 23
and Boston Partners Large Cap and Mid Cap Portfolios.
(b) Schedule for Computation of Performance Quotations for the n/i Portfolios. 24
(c) Schedule for Computation of Performance Quotations for the n/i Larger Cap Value 31
Fund.
(d) Schedule for Computation of Performance Quotations for the Boston Partners Micro 31
Cap Value Fund.
(e) Schedule for Computation of Performance Quotations for the Boston Partners Bond 31
Fund.
(17) Not applicable.
(18) Amended 18f-3 Plan. 29
(27) Financial Data Schedules 31
</TABLE>
NOTE #
- ------
1 Incorporated herein by reference to Registrant's Registration Statement
(No. 33-20827) filed on March 24, 1988, and refiled electronically with
Post-Effective Amendment No. 61 to Registrant's Registration Statement
filed on October 30, 1998.
2 Incorporated herein by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement (No. 33-20827) filed on July 12, 1988,
and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
-10-
<PAGE>
3 Incorporated herein by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement (No. 33-20827) filed on March 23, 1989,
and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registraton Statement filed on October 30, 1998.
4 Incorporated herein by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement (No. 33-20827) filed on October 25,
1989.
5 Incorporated herein by reference to Post-Effective Amendment No. 3 to the
Registrant's Registration Statement (No. 33-20827) filed on April 27, 1990,
and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
6 Incorporated herein by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement (No. 33-20827) filed on May 1, 1990,
and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
7 Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement (No. 33-20827) filed on December 14,
1990.
8 Incorporated herein by reference to Post-Effective Amendment No. 6 to the
Registrant's Registration Statement (No. 33-20827) filed on October 24,
1991, and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
9 Incorporated herein by reference to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement (No. 33-20827) filed on July 15, 1992,
and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
10 Incorporated herein by reference to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement (No. 33-20827) filed on October 22,
1992, and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
11 Incorporated herein by reference to Post-Effective Amendment No. 13 to the
Registrant's Registration Statement (No. 33-20827) filed on October 29,
1993, and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
12 Incorporated herein by reference to Post-Effective Amendment No. 21 to the
Registrant's Registration Statement (No. 33-20827) filed on October 28,
1994, and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
13 Incorporated herein by reference to Post-Effective Amendment No. 22 to the
Registrant's Registration Statement (No. 33-20827) filed on December 19,
1994, and refiled electronically with Post-Effective Amendment No. 61 to
Registrant's Registration Statement filed on October 30, 1998.
14 Incorporated herein by reference to Post-Effective Amendment No. 27 to the
Registrant's Registration Statement (No. 33-20827) filed on March 31,
1995.
15 Incorporated herein by reference to Post-Effective Amendment No. 28 to the
Registrant's Registration Statement (No. 33-20827) filed on October 6,
1995.
16 Incorporated herein by reference to Post-Effective Amendment No. 29 to the
Registrant's Registration Statement (No. 33-20827) filed on October 25,
1995.
17 Incorporated herein by reference to Post-Effective Amendment No. 34 to the
Registrant's Registration Statement (No. 33-20827) filed on May 16,
1996.
18 Incorporated herein by reference to Post-Effective Amendment No. 37 to the
Registrant's Registration Statement (No. 33-20827) filed on July 30,
1996.
19 Incorporated herein by reference to Post-Effective Amendment No. 39 to the
Registrant's Registration Statement (No. 33-20827) filed on October 11,
1996.
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<PAGE>
20 Incorporated herein by reference to Post-Effective Amendment No. 41 to the
Registrant's Registration Statement (No. 33-20827) filed on November 27,
1996.
21 Incorporated herein by reference to Post-Effective Amendment No. 45 to the
Registrant's Registration Statement (No. 33-20827) filed on May 9,
1997.
22 Incorporated herein by reference to Post-Effective Amendment No. 46 to the
Registrant's Registration Statement (33-20827) filed on September 25,
1997.
23 Incorporated herein by reference to Post-Effective Amendment No. 49 to the
Registrant's Registration Statement (33-20827) filed on December 1,
1997.
24 Incorporated herein by reference to Post-Effective Amendment No. 51 to the
Registrant's Registration Statement (33-20827) filed on December 8,
1997.
25 Incorporated herein by reference to Post-Effective Amendment No. 53 to the
Registrant's Registration Statement (33-20827) filed on April 10,
1998.
26 Incorporated herein by reference to Post-Effective Amendment No. 56 to the
Registrant's Registration Statement (33-20827) filed on June 25, 1998.
27 Incorporated herein by reference to Post-Effective Amendment No. 58 to the
Registrant's Registration Statement (33-20827) filed on August 25,
1998.
28 Incorporated herein by reference to Post-Effective Amendment No. 59 to the
Registrant's Registration Statement (33-20827) filed on September 15,
1998.
29 Incorporated herein by reference to Post-Effective Amendment No. 60 to the
Registrant's Registration Statement (33-20827) filed on October 29, 1998.
30 Incorporated herein by reference to Post-Effective Amendment No. 62 to the
Registrant's Registration Statement (33-20827) filed on November 12, 1998.
31 A copy of such exhibit is filed electronically herewith.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
Item 26. NUMBER OF HOLDERS OF SECURITIES
The following information is given as of November 16, 1998.
<TABLE>
<CAPTION>
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
- -------------------------------- ------------------------
<S> <C> <C>
a) Cash Preservation Money Market 39
b) Cash Preservation Municipal Money Market 51
c) Sansom Street Money Market 3
d) Sansom Street Municipal Money Market 0
e) Sansom Street Government Obligations Money Market 0
f) Bedford Money Market 85231
g) RBB Government Securities 463
h) Bedford Municipal Money Market 5306
i) Bedford Government Obligations Money Market 8012
j) Janney Montgomery Scott Money Market 115714
k) Janney Montgomery Scott Municipal Money Market 4297
l) Janney Montgomery Scott Government Obligations
Money Market 33665
m) Janney Montgomery Scott New York Municipal Money Market 1396
n) ni Micro Cap 3269
o) ni Growth 2973
p) ni Growth & Value 6226
q) ni Larger Cap Value 655
</TABLE>
-12-
<PAGE>
<TABLE>
<S> <C> <C>
r) Boston Partners Large Cap Value Fund - Institutional Class 46
s) Boston Partners Large Cap Value Fund - Investor Class 40
t) Boston Partners Large Cap Value Fund - Advisor Class 0
u) Boston Partners Mid Cap Value Fund - Investors Class 55
v) Boston Partners Mid Cap Value Fund - Institutional Class 77
w) Boston Partners Premium Bond - Institutional Class 7
x) Boston Partners Premium Bond - Investor Class 5
y) Boston Partners Micro Cap Value - Institutional Class 19
z) Boston Partners Micro Cap Value - Investor Class 8
aa) Boston Partners Market Neutral Fund - Institutional Class 1
bb) Boston Partners Market Neutral Fund - Investor Class 1
cc) Schneider Small Cap Value Fund 14
dd) RBB Select Money Market 0
</TABLE>
Item 27. INDEMNIFICATION
Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and
1(c), provide as follows:
Section 1. To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation
Law, no director or officer of the Corporation shall have any liability to
the Corporation or its shareholders for damages. This limitation on
liability applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person is a
director or officer at the time of any proceeding in which liability is
asserted.
-13-
<PAGE>
Section 2. The Corporation shall indemnify and advance expenses to
its currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify and advance expenses to
its officers to the same extent as its directors and to such further extent
as is consistent with law. The Board of Directors may by law, resolution or
agreement make further provision for indemnification of directors,
officers, employees and agents to the fullest extent permitted by the
Maryland General Corporation law.
Section 3. No provision of this Article shall be effective to protect
or purport to protect any director or officer of the Corporation against
any liability to the Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office.
Section 4. References to the Maryland General Corporation Law in this
Article are to the law as from time to time amended. No further amendment
to the Articles of Incorporation of the Corporation shall decrease, but may
expand, any right of any person under this Article based on any event,
omission or proceeding prior to such amendment.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information as to any other business, profession, vocation or employment of
substantial nature in which any directors and officers of BIMC, Numeric, Boston
Partners and Schneider Capital Management Company are, or at any time during the
past two (2) years have been, engaged for their own accounts or in the capacity
of director, officer, employee, partner or trustee is incorporated herein by
reference to Schedules A and D of BIMC's FORM ADV (File No. 801-13304) filed on
February 23, 1998, Schedules B and D of Numeric's FORM ADV (File No. 801-35649)
filed on March 26, 1998, Schedules B and D of Boston Partners' FORM ADV (File
No. 801-49059) filed on March 31, 1998, and Schedules B and D of Schneider
Capital Management Company's FORM ADV (File No. 801-55439) filed on April 25,
1998, respectively.
There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or officer
of PNC Bank, National Association (successor by merger to Provident National
Bank) ("PNC Bank"), is, or at any time during the past two years has been,
engaged for his own account or in the capacity of director, officer, employee,
partner or trustee.
-14-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
DIRECTORS
<TABLE>
<CAPTION>
POSITION WITH
PNC BANK NAME OTHER BUSINESS CONNECTIONS TYPE OF BUSINESS
- -------- ---- -------------------------- ----------------
<S> <C> <C> <C>
Director Paul W. Chellgren Chairman and Chief Executive Officer Energy Company
Ashland Inc.
P.O. 391
Ashland, KY 41114
Director Robert N. Clay President and Chief Executive Officer Investments
Clay Holding Company
Three Chimneys Farm
Versailles, KY 40383
Director George A. Davidson, Jr. Chairman and Chief Executive Officer Public Utility Holding Company
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Avenue
Pittsburgh, PA 15222-3199
Director David F. Girard-diCarlo Managing Partner Law Firm
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, PA 19103-6998
Director Walter Emmor Gregg, Jr. One PNC Plaza, P1-POPP-30-1 Diversified Financial Services
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Director William R. Johnson President and Chief Executive Officer Food Products Company
H.J. Heinz Company
600 Grant Street
Pittsburgh, PA 15219-2857
Director Bruce C. Lindsay Chairman and Managing Director Advisory Company
Brind-Lindsay & Co., Inc.
1520 Locust Street, Suite 1100
Philadelphia, PA 19102
Director W. Craig McClelland Chairman and Chief Executive Officer Paper Manufacturing and Land
Union Camp Corporation Resources
1600 Valley Road
Wayne, NJ 07470
Director Thomas Henry O'Brien Chairman and Chief Executive Officer Diversified Financial Services
PNC Bank Corp.
One PNC Plaza, 249 Fifth Avenue
Pittsburgh, PA 15222-2707
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
PNC BANK NAME OTHER BUSINESS CONNECTIONS TYPE OF BUSINESS
- -------- ---- -------------------------- ----------------
<S> <C> <C> <C>
Director Jane G. Pepper President Nonprofit Horticultural
Pennsylvania Horticultural Society Membership Organization
100 N. 20/th/ Street - 5/th/ Floor
Philadelphia, PA 19103-1495
Director Jackson H. Randolph Chairman Public Utility Holding Company
Cinergy Corp.
221 East Fourth Street, Suite 3004
Cincinnati, OH 45202
Director James Edward Rohr President & Chief Operating Officer Diversified Financial Services
PNC Bank, N.A.
One PNC Plaza - 30/th/ Floor
Pittsburgh PA 15265
Director Roderic H. Ross Chairman and Chief Executive Officer Insurance Company
Keystone State Life Insurance Co.
1401 Walnut Street, 10/th/ Floor
Philadelphia, PA 19102-3122
Director Richard P. Simmons Chairman, President & CEO Specialty Metals and
Allegheny Teledyne Incorporated Diversified Business
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Director Thomas J. Usher Chairman and Chief Executive Officer Energy, Steel and Diversified
USX Corporation Business
600 Grant Street--Room 6170
Pittsburgh, PA 15219-4776
Director Milton A. Washington President and Chief Executive Officer Housing Rehabilitation and
AHRCO Construction
5604 Baum Boulevard
Pittsburgh, PA 15206
</TABLE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
David A. Aloise Senior Vice President
James C. Altman Senior Vice President
Edward V. Arbaugh, III Senior Vice President
</TABLE>
-16-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
Douglas R. Arnold Senior Vice President, Regional Consumer
Bank
Robert Jones Arnold Senior Vice President
James N. Atteberry Senior Vice President
Lila M. Bachelier Senior Vice President
James C. Baker Senior Vice President
Robert C. Barry, Jr. Senior Vice President, Regional Consumer
Bank, Chief Financial Officer, Consumer Bank
James R. Bartholomew Senior Vice President
Peter R. Begg Senior Vice President, Corporate Human
Resources Operations Center
Constance A. Bentzen Senior Vice President
Donald G. Berdine Senior Vice President
Ben Berzin, Jr. Senior Vice President
James H. Best Senior Vice President
Paul A. Best Senior Vice President
Michael J. Beyer Senior Vice President
R. Bruce Bickel Senior Vice President
Ronald R. Blankenbuehler Senior Vice President
Ronald L. Bovill Senior Vice President
George Brikis Executive Vice President
Dennis P. Brenckle President, Central PA Market
Larry R. Brown Senior Vice President, Credit Policy
Michael Brundage Senior Vice President
Donna L. Burge Senior Vice President
Brian R. Burns Senior Vice President, Securities Processing
Douglas H. Burr Senior Vice President
David D. Burrow Senior Vice President
</TABLE>
-17-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
James P. Burzotta Senior Vice President
Anthony J. Cacciatore Senior Vice President, I M & T Institutional
Services
William J. Calpin Senior Vice President
Craig T. Campbell Senior Vice President
William L. Campbell Senior Vice President
J. Richard Carnall Executive Vice President
Donald R. Carroll Senior Vice President
Edward V. Caruso Executive Vice President
Kevin J. Cecil Senior Vice President
Nickolas P. Certo Senior Vice President, Regional Consumer
Bank
Rhonda S. Chatzkel Senior Vice President
Sandra Chickeletti Assistant Secretary
Thomas P. Ciak Assistant Secretary
Joseph A. Clark Senior Vice President
Peter K. Classen President, Northeast PA Market
Andra D. Cochran Senior Vice President
Sharon G. Coghlan Coordinating Market Chief Counsel-
Philadelphia
William Harvey Coggin Senior Vice President
John F. Colligan Senior Vice President
James P. Conley Senior Vice President
C. David Cook Senior Vice President
T. Sean Costello Senior Vice President, Secured Lending
Keith P. Crytzer Senior Vice President
Terry D'Amore Senior Vice President
John J. Daggett Senior Vice President
Peter J. Danchak Senior Vice President
</TABLE>
-18-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
Douglas D. Danforth, Jr. Executive Vice President, PNC Real Estate
Helen A. DePrisco Executive Vice President
A.J. Desposito Senior Vice President, Business Banking
Richard Devore Senior Vice President
James N. Devries Senior Vice President
Anuj Dhanda Senior Vice President
Victor M. DiBattista Chief Regional Counsel
Frank H. Dilenschneider Senior Vice President
Thomas C. Dilworth Senior Vice President
Alfred J. DiMatties Senior Vice President
Kenneth A. Dorsett Senior Vice President, Private Bank
Henry Doss Senior Vice President, Regional Consumer
Bank
Roger C. DuBois Senior Vice President, National Financial
Services Center
Daniel P. Dunn Senior Vice President
Robert D. Edwards Senior Vice President, National Consumer
Bank
Tawana L. Edwards Senior Vice President
David J. Egan Senior Vice President
Richard M. Ellis Senior Vice President
Orlando C. Esposito Senior Vice President
Lynn Fox Evans Senior Vice President & Controller
William E. Fallon Senior Vice President
James M. Ferguson, III Senior Vice President
Charles J. Ferrero Executive Vice President
John Fox Executive Vice President
Frederick C. Frank, III Executive Vice President
William J. Friel Executive Vice President
</TABLE>
-19-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
John F. Fulgoney Secretary
Brian K. Garlock Senior Vice President, Private Bank
Leigh Gerstenberger Senior Vice President
Donald W. Giffen, Jr. Senior Vice President
James G. Graham Executive Vice President, Regional Consumer
Bank
Gail Carroll Graham Senior Vice President, Private Bank
Craig Davidson Grant Senior Vice President
Gary R. Gray Senior Vice President, Regional Consumer
Bank
Frederick J. Gronbacher Executive Vice President, National Consumer
Bank
Thomas M. Groneman Senior Vice President
Thomas Grundman Senior Vice President
Joan L. Gulley Executive Vice President, Deputy Manager,
Regional Consumer Bank
Joseph C. Guyaux Executive Vice President, Regional Community
Bank
Neil F. Hall Executive Vice President, Deputy Manager
Distribution Regional Consumer Bank
John C. Haller President, Ohio Market
Michael J. Hannon Executive Vice President, Commercial Real
Estate
Michael N. Harreld President, Kentucky Market
Catherine E. Haffner Senior Vice President, Regional Consumer
Bank
Michael J. Harrington Senior Vice President
Maurice H. Hartigan, II Executive Vice President
G. Thomas Hewes Senior Vice President
Susan G. Holt Senior Vice President, Regional Consumer
Bank
Sylvan M. Holzer President, Pittsburgh Market
Wayne P. Hunley Senior Vice President
John M. Infield Senior Vice President
</TABLE>
-20-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
Patricia J. Jablonski Senior Vice President, Corporate
Banking
Philip C. Jackson Senior Vice President
Robert Greg Jenkins Senior Vice President
William J. Johns Senior Vice President, Corporate
Banking
William Johnson Audit Director
Robert D. Kane, Jr. Senior Vice President
John J. Kelly Executive Vice President
Michael D. Kelsey Chief Compliance Counsel
Michael P. Kennedy Senior Vice President, Private Bank/Finance
Geoffrey R. Kimmel Senior Vice President
Randall C. King Senior Vice President
James M. Kinsman, Jr. Senior Vice President
Christopher M. Knoll Senior Vice President
William Kosis Executive Vice President
Richard C. Krauss Senior Vice President
Frank R. Krepp Senior Vice President & Chief Credit
Policy Officer
Thomas F. Lamb Senior Vice President
Richard S. Larimer Senior Vice President
William G. Lashbrook Senior Vice President, PNC Real Estate
Martin S. Lazor Senior Vice President, Consumer Bank
Kenneth P. Leckey, Jr. Cashier, Senior Vice President, Regional
Consumer Bank
Marilyn R. Levins Senior Vice President
Carl J. Lisman Executive Vice President
Richard J. Lovett Senior Vice President
Stephen F. Lugarich Senior Vice President
Brian S. MacConnell Senior Vice President
</TABLE>
-21-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
Linda R. Manfredonia Senior Vice President
Nicholas M. Marsini, Jr. Senior Vice President
John A. Martin Senior Vice President
David O. Matthews Senior Vice President
Dennis McChesney Executive Vice President
Walter B. McClellan Senior Vice President
Patricia McCrossan Senior Vice President
James F. McGowan Senior Vice President
Timothy McInerney Senior Vice President
Charlotte B. McLaughlin Senior Vice President
Kim D. McNeil Senior Vice President
Charles R. McNutt Senior Vice President
James W. Meighen Executive Vice President
James C. Mendelson Senior Vice President
David W. Mengel Senior Vice President, Corporate Bank
Darryl Metzger Senior Vice President
Scott C. Meves Senior Vice President
Ralph S. Michael, III Executive Vice President, Corporate Banking
James P. Mikula Senior Vice President
Robert J. Miller, Jr. Senior Vice President
Robert G. Mills Assistant Secretary
J. William Mills, III Senior Vice President
Francine Miltenberger Senior Vice President
Chester A. Misbach Senior Vice President
Barbara A. Misner Senior Vice President
D. Bryant Mitchell, II Executive Vice President
</TABLE>
-22-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
Michael D. Moll Senior Vice President
Thomas R. Moore Vice President and Assistant Secretary
Christopher N. Moravec Senior Vice President
Marlene D. Mosco President, Northwest PA Market
Peter F. Moylan Senior Vice President
Ronald J. Murphy Executive Vice President
Louis J. Myers Senior Vice President, Regional Consumer
Bank
Saiyid T. Naqvi Executive Vice President
Michael B. Nelson Executive Vice President
Jill V. Niedweske Senior Vice President
Thomas J. Nist Senior Vice President
John L. Noelcke Senior Vice President
Thomas H. O'Brien Chairman and CEO
Thomas E. Paisley, III Senior Vice President, Corporate Credit
Policy
Samuel R. Patterson Senior Vice President and Controller
Daniel J. Pavlick Senior Vice President
David M. Payne Senior Vice President
W. David Pendl Senior Vice President
Stephen D. Penn Senior Vice President
John J. Peters Senior Vice President
David A. Pioch Senior Vice President
Donald Poppleton Senior Vice President, National Consumer
Bank
Helen P. Pudlin Senior Vice President and General Counsel
Wayne Pulliam Senior Vice President
Arthur F. Radman, III Senior Vice President
Edward E. Randall Senior Vice President
Gerard A. Recktenwald Chief Financial Officer, Secured
Lending
</TABLE>
-23-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
Robert Q. Reilly Senior Vice President
Jesse S. Reinhardt Senior Vice President
Ronald J. Retzler Senior Vice President
Richard C. Rhoades Senior Vice President
Charles M. Rhodes, Jr. Senior Vice President
C. Joseph Richardson Senior Vice President
Rodger L. Rickenbrode Senior Vice President
Bryan W. Ridley Senior Vice President
Victor M. Rivera Senior Vice President
Bruce E. Robbins Executive Vice President, Secured Lending
James E. Rohr President and Chief Operating Officer
Peter M. Ross Senior Vice President
Suzanne C. Ross Senior Vice President
Gerhard Royer Senior Vice President
Robert T. Saltarelli Senior Vice President
Stephen C. Schatterman Senior Vice President
Jeffrey W. Schmidt Senior Vice President
Peter H. Schryver Senior Vice President
Richard A. Seymour Senior Vice President
Timothy G. Shack Executive Vice President, Chief Information
Officer
Douglas E. Shaffer Senior Vice President
Donald Shauger Senior Vice President
Bruce Shipley Senior Vice President
Alfred A. Silva Executive Vice President
George R. Simon Senior Vice President
</TABLE>
-24-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
Richard L. Smoot President and CEO of PNC Bank,
Philadelphia/S. Jersey Region
Timothy N. Smyth Senior Vice President, Trust Division
Richard R. Soeder Senior Vice President
Darcel H. Steber Senior Vice President
Melvin A. Steele Senior Vice President
Richard Stegemeier Senior Vice President
James S. Stone Senior Vice President, Treasury Management
Operations
William F. Strome Senior Vice President, Corporate Bank
Connie Bond Stuart Senior Vice President
Lon E. Susak Senior Vice President
Stephen L. Swanson Executive Vice President
Frank A. Taucher Senior Vice President
Peter W. Thompson Senior Vice President
Alex T. Topping Senior Vice President
Alan B. Trivilino Senior Vice President, Regional Consumer
Bank
Kevin M. Tucker Senior Vice President
William H. Turner President, Northern New Jersey Market
William Thomps Tyrrell Senior Vice President
Alan P. Vail Senior Vice President
Michael B. Vairin Senior Vice President
Ellen G. Van der Horst Executive Vice President
Ronald H. Vicari Senior Vice President
James M. Voytko Senior Vice President, Investment Strategy
and Research Group
Bruce E. Walton Executive Vice President
Anne M. Ward-Kredel Senior Vice President
Robert S. Warth Senior Vice President
</TABLE>
-25-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
<TABLE>
<S> <C>
Leonard A. Watkins Senior Vice President
Frances A. Wilkinson Assistant Secretary
Thomas K. Whitford Executive Vice President, Private Bank
George Whitmer Senior Vice President
Nancy B. Wolcott Executive Vice President, Segment Management
Arlene M. Yocum Senior Vice President
Carole Yon Senior Vice President
George L. Ziminski, Jr. Senior Vice President
(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103
1600 Market Street, Philadelphia, PA 19103
17th and Chestnut Streets, Philadelphia,
PA 19103
(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.
(3) PFPC Inc., 103 Bellevue Parkway, Wilmington, DE 19809.
(4) PNC Service Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(5) Provident Capital Management, Inc., 30 S. 17th Street, Suite 1500,
Philadelphia, PA 19103.
(6) PNC Investment Corp., Broad and Chestnut Street, Philadelphia, PA 19101.
(7) Provident Realty Management, Inc., Broad and Chestnut Streets,
Philadelphia, PA 19101.
(8) Provident Realty, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101.
(9) PNC Bancorp, Inc., 222 Delaware Avenue, Wilmington, DE 19810
(10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604, Cherry Hill, NJ
08034.
(11) PNC Trust Company of New York, 40 Broad Street, New York, NY 10084.
(12) Provcor Properties, Inc., Broad and Chestnut Streets, Philadelphia, PA
19101.
(13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA 15265.
(15) PNC Bank, New Jersey, National Association, Woodland Falls Corporate Park,
210 Lake Drive East, Cherry Hill, NJ 08002.
</TABLE>
-26-
<PAGE>
(16) PNC Capital Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(17) PNC Holding Corp, 222 Delaware Avenue, P.O. Box 791, Wilmington, DE 19899.
(18) PNC Venture Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(19) PNC Bank, Delaware, 300 Delaware Avenue, Wilmington, DE 19801.
(20) Bank of Delaware Corp., 300 Delaware Avenue, Wilmington, DE 19801.
(21) Del-Vest, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
(22) Marand Corp., 222 Delaware Avenue, Wilmington, DE 19801.
(23) Millsboro Insurance Agency, 300 Delaware Avenue, Wilmington, DE 19801.
(24) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
Item 29. PRINCIPAL UNDERWRITER
(a) Provident Distributors, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies:
Pacific Horizon Funds, Inc.
Time Horizon Funds
World Horizon Funds, Inc.
Pacific Innovations Trust
International Dollar Reserve Fund I, Ltd.
Municipal Fund for Temporary Investment
Municipal Fund for New York Investors, Inc.
Municipal Fund for California Investors, Inc.
Temporary Investment Fund, Inc.
Trust for Federal Securities
Columbia Common Stock Fund, Inc.
Columbia Growth Fund, Inc.
Columbia International Stock Fund, Inc.
Columbia Special Fund, Inc.
Columbia Small Cap Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia Balanced Fund, Inc.
Columbia Daily Income Company
Columbia U.S. Government Securities Fund, Inc.
Columbia Fixed Income Securities Fund, Inc.
Columbia Municipal Bond Fund, Inc.
Columbia High Yield Fund, Inc.
The BlackRock Funds, Inc. (Distributed by BlackRock Distributors, Inc. a
wholly owned subsidiary of Provident Distributors, Inc.)
-27-
<PAGE>
The OffitBank Investment Fund, Inc.
The OffitBank Variable Insurance Fund, Inc.
CVO Greater China Fund, Inc. (Distributed by Offit Funds Distributors, Inc.
a wholly owned subsidiary of Provident Distributors, Inc.
Kiewit Mutual Fund
Kalmar Pooled Investment Trust
(b) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 8-46564) filed by the Distributor with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
(1) PNC Bank, National Association (successor by merger to Provident
National Bank), 1600 Market Street, Philadelphia, PA 19103 (records
relating to its functions as sub-adviser and custodian).
(2) Provident Distributors, Inc., Four Falls Corporate Center, 6/th/
Floor, West Conshohocken, PA 19428 (records relating to its functions
as distributor).
(3) BlackRock Institutional Management Corporation, Bellevue Corporate
Center, 103 Bellevue Parkway, Wilmington, Delaware 19809 (records
relating to its functions as investment adviser, sub-adviser and
administrator).
(4) PFPC Inc., Bellevue Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809 (records relating to its functions as
transfer agent and dividend disbursing agent).
(5) Drinker Biddle & Reath LLP, Philadelphia National Bank Building, 1345
Chestnut Street, Philadelphia, Pennsylvania 19107-3496 (Registrant's
Articles of Incorporation, By-Laws and Minute Books).
(6) Numeric Investors, L.P., 1 Memorial Drive, Cambridge, Massachusetts
02142 (records relating to its function as investment adviser).
(7) Boston Partners Asset Management, L.P., One Financial Center, 43rd
Floor, Boston, Massachusetts 02111 (records relating to its function
as investment adviser).
(8) Schneider Capital Management Co., 460 East Swedesford Road, Suite
1080, Wayne, Pennsylvania 19087 (records relating to its function as
investment adviser).
(9) Custodial Trust Company, 101 Carnegie Center, Princeton, New Jersey
08540 (records relating to its function as custodian).
Item 31. MANAGEMENT SERVICES
None.
Item 32. UNDERTAKINGS
(a) Registrant hereby undertakes to hold a meeting of shareholders for
the purpose of considering the removal of directors in the event the
requisite number of shareholders so request.
(b) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of Registrant's latest annual report to
shareholders upon request and without charge.
-28-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 63 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Wilmington, and State of Delaware, on the 14th day of December, 1998.
THE RBB FUND, INC.
By: /s/ Edward J. Roach
-------------------
Edward J. Roach
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Edward J. Roach President (Principal Executive December 14, 1998
- ------------------------ Officer) and Treasurer (Principal
Edward J. Roach Financial and Accounting Officer)
*/s/Donald van Roden Director December 14, 1998
- ------------------------
Donald van Roden
*/s/Francis J. McKay Director December 14, 1998
- ------------------------
Francis J. McKay
*/s/Marvin E. Sternberg Director December 14, 1998
- ------------------------
Marvin E. Sternberg
*/s/Julian A. Brodsky Director December 14, 1998
- ------------------------
Julian A. Brodsky
*/s/Arnold M. Reichman Director December 14, 1998
- ------------------------
Arnold M. Reichman
*/s/Robert Sablowsky Director December 14, 1998
- ------------------------
Robert Sablowsky
*By: /s/ Edward J. Roach December 14, 1998
-------------------
Edward J. Roach
Attorney-in-Fact
</TABLE>
-29-
<PAGE>
THE RBB FUND, INC.
EXHIBIT INDEX
-------------
Exhibits
- --------
(1)(u) Articles Supplementary of Registrant
(1)(v) Articles Supplementary of Registrant
(5)(s) Investment Advisory Agreement (Boston Partners Market Neutral Fund)
between Registrant and Boston Partners Asset Management, L.P.
(5)(t) Investment Advisory Agreement (n/i Small Cap Value Fund) between
Registrant and Numeric Investors, L.P.
(6)(b) Distribution Agreement Supplement between Registrant and Provident
Distributors, Inc. (Boston Partners Market Neutral Fund -
Institutional Class).
(6)(c) Distribution Agreement Supplement between Registrant and Provident
Distributors, Inc. (Boston Partners Market Neutral Fund - Investor
Class).
(6)(d) Distribution Agreement Supplement between Registrant and Provident
Distributors, Inc. (n/i Small Cap Value Fund).
(8)(l) Custodian Agreement Supplement between Registrant and PNC Bank, N.A.
on behalf of Boston Partners Market Neutral Fund.
(8)(m) Custodian Agreement Supplement between Registrant and Custodial Trust
Company on behalf of n/i Small Cap Value Fund.
(9)(oo) Administrative Services Agreement Supplement between Registrant and
Provident Distributors, Inc. relating to the Boston Partners Market
Neutral Fund (Institutional Class).
(9)(pp) Administrative and Accounting Services Agreement between Registrant
and PFPC Inc. (Boston Partners Market Neutral Fund - Institutional and
Investor Classes).
(9)(qq) Transfer Agency Agreement Supplement between Registrant and PFPC Inc.
(Boston Partners Market Neutral Fund - Institutional and Investor
Classes).
(9)(rr) Transfer Agency Agreement Supplement between Registrant and PFPC Inc.
(n/i Small Cap Value Fund).
(9)(ss) Administration and Accounting Services Agreement between Registrant
and PFPC Inc. (n/i Small Cap Value Fund).
(9)(tt) Co-Administration Agreement between Registrant and Bear Stearns Funds
Management, Inc. (n/i Small Cap Value Fund).
(9)(uu) Administrative Services Agreement between Registrant and Provident
Distributors, Inc. (n/i Small Cap Value Fund).
(10) Opinion of Drinker Biddle & Reath LLP as to validity of shares issued.
(11)(a) Consent of PricewaterhouseCoopers LLP.
(11)(b) Consent of Drinker Biddle & Reath LLP.
(13)(n) Purchase Agreement between Registrant and Boston Partners Asset
Management relating to Classes III and JJJ (Boston Partners Market
Neutral Fund).
(13)(o) Purchase Agreement between Registrant and Provident Distributors, Inc.
relating to Class MMM (n/i Small Cap Value Fund).
(15)(tt) Amendment to Plans of Distribution pursuant to Rule 12b-1.
(16)(c) Schedule for Computation of Performance Quotations for the n/i Larger
Cap Value Fund.
(16)(d) Schedule for Computation of Performance Quotations for the Boston
Partners Micro Cap Value Fund.
(16)(e) Schedule for Computation of Performance Quotations for the Boston
Partners Bond Fund.
(19) Powers of Attorney.
(27) Financial Data Schedules.
<PAGE>
THE RBB FUND, INC.
ARTICLES SUPPLEMENTARY TO THE
CHARTER
THE RBB FUND, INC., a Maryland corporation having its principal office
in Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation, an open-end
investment company registered under the Investment Company Act of 1940, as
amended, and having authorized capital of thirty billion (30,000,000,000) shares
of common stock, par value $.001 per share, has adopted a unanimous resolution
increasing the number of shares of common stock that are classified (but not
increasing the aggregate number of authorized shares) into separate classes by:
(1) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class YY Common Stock (Schneider
Capital Management Value Fund Institutional Class);
(2) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class ZZ Common Stock (BEA Long-
Short Market Neutral Fund Institutional Class);
(3) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class AAA Common Stock (BEA Long-
Short Market Neutral Fund Advisor Class);
(4) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class BBB Common Stock (BEA Long-
Short Equity Fund Institutional Class);
(5) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class CCC Common Stock (BEA Long-
<PAGE>
Short Equity Fund Advisor Class);
(6) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class DDD Common Stock (Boston
Partners Micro Cap Value Fund Institutional Class);
(7) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class EEE Common Stock (Boston
Partners Micro Cap Value Fund Investor Class);
(8) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class FFF Common Stock (BEA Select
Economic Value Equity Fund Institutional Class);
(9) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class GGG Common Stock (BEA Select
Economic Value Equity Fund Advisor Class); and
(10) classifying an additional one hundred million (100,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000) as Class HHH Common Stock (BEA U.S.
Core Equity Fund Advisor Class).
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description of the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions or redemption of each class of common stock of the Corporation is set
forth in Article VI, Section (6) of the Corporation's Charter, and has not been
changed by the Board of Directors of the Corporation.
The shares of Class YY Common Stock, Class ZZ Common Stock, Class AAA
Common Stock, Class BBB Common Stock, Class CCC Common Stock, Class DDD Common
Stock, Class EEE Common Stock,
-2-
<PAGE>
Class FFF Common Stock, Class GGG Common Stock and Class HHH Common Stock will
be issued without stock certificates.
The shares of Class ZZ Common Stock and Class AAA Common Stock shall be
invested in a common investment portfolio, with shares of Class ZZ Common Stock
representing the Institutional Class of such portfolio and shares of Class AAA
Common Stock representing the Advisor Class of such portfolio.
The shares of Class BBB Common Stock and Class CCC Common Stock shall
be invested in a common investment portfolio, with shares of Class BBB Common
Stock representing the Institutional Class of such portfolio and shares of Class
CCC Common Stock representing the Advisor Class of such portfolio.
The shares of Class DDD Common Stock and Class EEE Common Stock shall
be invested in a common investment portfolio, with shares of Class DDD Common
Stock representing the Institutional Class of such portfolio and Class EEE
Common Stock representing the Investor Class of such portfolio.
The shares of Class FFF Common Stock and Class GGG Common Stock shall
be invested in a common investment portfolio, with shares of Class FFF Common
Stock representing the Institutional Class of such portfolio and Class GGG
Common Stock representing the Advisor Class of such portfolio.
The shares of Class HHH Common Stock and previously classified Class X
shall be invested in a common investment portfolio, with shares of Class X
Common Stock representing the Institutional Class of such portfolio and shares
of Class HHH Common Stock representing the Advisor Class of such portfolio.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors of the Corporation pursuant to authority and power contained in the
charter of the Corporation.
FOURTH: Immediately before the increase in the number of shares of
common stock that have been classified into separate classes:
(a) the Corporation had authority to issue thirty billion
(30,000,000,000) shares of its common stock and the aggregate par value of all
the shares of all classes was thirty million dollars ($30,000,000);
(b) the number of shares of each authorized class of common stock
was as follows:
-3-
<PAGE>
Class A - one hundred million (100,000,000), par value $.001 per share;
Class B - one hundred million (100,000,000), par value $.001 per share;
Class C - one hundred million (100,000,000), par value $.001 per share;
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per share;
Class F - five hundred million (500,000,000), par value $.001 per share;
Class G - five hundred million (500,000,000), par value $.001 per share;
Class H - five hundred million (500,000,000), par value $.001 per share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value $.001 per share;
Class K - five hundred million (500,000,000), par value $.001 per share;
Class L - one billion five hundred million (1,500,000,000), par value $.001
per share;
Class M - five hundred million (500,000,000), par value $.001 per share;
Class N - five hundred million (500,000,000), par value $.001 per share;
Class O - five hundred million (500,000,000), par value $.001 per share;
Class P - one hundred million (100,000,000), par value $.001 per share;
Class Q - one hundred million (100,000,000), par value $.001 per share;
Class R - five hundred million (500,000,000), par value $.001 per share;
-4-
<PAGE>
Class S - five hundred million (500,000,000), par value $.001 per share;
Class T - five hundred million (500,000,000), par value $.001 per share;
Class U - five hundred million (500,000,000), par value $.001 per share;
Class V - five hundred million (500,000,000), par value $.001 per share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share;
Class BB - fifty million (50,000,000), par value $.001 per share;
Class CC - fifty million (50,000,000), par value $.001 per share;
Class DD - one hundred million (100,000,000), par value $.001 per share;
Class EE - one hundred million (100,000,000), par value $.001 per share;
Class FF - fifty million (50,000,000), par value $.001 per share;
Class GG - fifty million (50,000,000), par value $.001 per share;
Class HH - fifty million (50,000,000), par value $.001 per share;
Class II - one hundred million (100,000,000), par value $.001 per share;
-5-
<PAGE>
Class JJ - one hundred million (100,000,000), par value $.001 per share;
Class KK - one hundred million (100,000,000), par value $.001 per share;
Class LL - one hundred million (100,000,000), par value $.001 per share;
Class MM - one hundred million (100,000,000), par value $.001 per share;
Class NN - one hundred million (100,000,000), par value $.001 per share;
Class OO - one hundred million (100,000,000), par value $.001 per share;
Class PP - one hundred million (100,000,000), par value $.001 per share;
Class QQ - one hundred million (100,000,000), par value $.001 per share;
Class RR - one hundred million (100,000,000), par value $.001 per share;
Class SS - one hundred million (100,000,000), par value $.001 per share;
Class TT - one hundred million (100,000,000), par value $.001 per share;
Class UU - one hundred million (100,000,000), par value $.001 per share;
Class VV - one hundred million (100,000,000), par value $.001 per share;
Class WW - one hundred million (100,000,000), par value $.001 per share;
Class XX - fifty million (50,000,0000), par value $.001 per share;
Class Janney Money - seven hundred million (700,000,000), par value $.001
per share;
Class Janney - two hundred million (200,000,000), par value $.001 per
Municipal Money share;
Class Janney - five hundred million (500,000,000), par value $.001 per
Government Money share;
-6-
<PAGE>
Class Janney N.Y. - one hundred million (100,000,000), par
Municipal Money value $.001 per share;
Class Beta 1 - one million (1,000,000), par value $.001 per share;
Class Beta 2 - one million (1,000,000), par value $.001 per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share;
Class Gamma 1 - one million (1,000,000), par value $.001 per share;
Class Gamma 2 - one million (1,000,000), par value $.001 per share;
Class Gamma 3 - one million (1,000,000), par value $.001 per share;
Class Gamma 4 - one million (1,000,000), par value $.001 per share;
Class Delta 1 - one million (1,000,000), par value $.001 per share;
Class Delta 2 - one million (1,000,000), par value $.001 per share;
Class Delta 3 - one million (1,000,000), par value $.001 per share;
Class Delta 4 - one million (1,000,000), par value $.001 per share;
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
-7-
<PAGE>
Class Zeta 1 - one million (1,000,000), par value $.001 per share;
Class Zeta 2 - one million (1,000,000), par value $.001 per share;
Class Zeta 3 - one million (1,000,000), par value $.001 per share;
Class Zeta 4 - one million (1,000,000), par value $.001 per share;
Class Eta 1 - one million (1,000,000), par value $.001 per share;
Class Eta 2 - one million (1,000,000) par value $.001 per share;
Class Eta 3 - one million (1,000,000), par value $.001 per share;
Class Eta 4 - one million (1,000,000), par value $.001 per share;
Class Theta 1 - one million (1,000,000), par value $.001 per share;
Class Theta 2 - one million (1,000,000), par value $.001 per share;
Class Theta 3 - one million (1,000,000), par value $.001 per share; and
Class Theta 4 - one million (1,000,000), par value $.001 per share;
for a total of thirteen billion nine hundred twenty-eight million
(13,928,000,000) shares classified into separate classes of common stock.
After the increase in the number of shares of common stock that have
been classified into separate classes:
(c) the Corporation has the authority to issue thirty billion
(30,000,000,000) shares of its common stock and the aggregate par value of all
the shares of all classes is now thirty million dollars ($30,000,000); and
(d) the number of authorized shares of each class is now as
follows:
Class A - one hundred million (100,000,000), par value $.001 per share;
-8-
<PAGE>
Class B - one hundred million (100,000,000), par value $.001 per
share;
Class C - one hundred million (100,000,000), par value $.001 per
share;
Class D - one hundred million (100,000,000), par value $.001 per
share;
Class E - five hundred million (500,000,000), par value $.001 per
share;
Class F - five hundred million (500,000,000), par value $.001 per
share;
Class G - five hundred million (500,000,000), par value $.001 per
share;
Class H - five hundred million (500,000,000), par value $.001 per
share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value $.001 per
share;
Class K - five hundred million (500,000,000), par value $.001 per
share;
Class L - one billion five hundred million (1,500,000,000), par
value $.001 per share;
Class M - five hundred million (500,000,000), par value $.001 per
share;
Class N - five hundred million (500,000,000), par value $.001 per
share;
Class O - five hundred million (500,000,000), par value $.001 per
share;
Class P - one hundred million (100,000,000), par value $.001 per
share;
Class Q - one hundred million (100,000,000), par value $.001 per
share;
Class R - five hundred million (500,000,000), par value $.001 per
share;
-9-
<PAGE>
Class S - five hundred million (500,000,000), par value $.001 per
share;
Class T - five hundred million (500,000,000), par value $.001 per
share;
Class U - five hundred million (500,000,000), par value $.001 per
share;
Class V - five hundred million (500,000,000), par value $.001 per
share;
Class W - one hundred million (100,000,000), par value $.001 per
share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share;
Class BB - fifty million (50,000,000), par value $.001 per share;
Class CC - fifty million (50,000,000), par value $.001 per share;
Class DD - one hundred million (100,000,000), par value $.001 per
share;
Class EE - one hundred million (100,000,000), par value $.001 per
share;
Class FF - fifty million (50,000,000), par value $.001 per share;
Class GG - fifty million (50,000,000), par value $.001 per share;
Class HH - fifty million (50,000,000), par value $.001 per share;
Class II - one hundred million (100,000,000), par value $.001 per
share;
Class JJ - one hundred million (100,000,000), par value $.001 per
share;
-10-
<PAGE>
Class KK - one hundred million (100,000,000), par value $.001 per
share;
Class LL - one hundred million (100,000,000), par value $.001 per
share;
Class MM - one hundred million (100,000,000), par value $.001 per
share;
Class NN - one hundred million (100,000,000), par value $.001 per
share;
Class OO - one hundred million (100,000,000), par value $.001 per
share;
Class PP - one hundred million (100,000,000), par value $.001 per
share;
Class QQ - one hundred million (100,000,000), par value $.001 per
share;
Class RR - one hundred million (100,000,000), par value $.001 per
share;
Class SS - one hundred million (100,000,000), par value $.001 per
share;
Class TT - one hundred million (100,000,000), par value $.001 per
share;
Class UU - one hundred million (100,000,000), par value $.001 per
share;
Class VV - one hundred million (100,000,000), par value $.001 per
share;
Class WW - one hundred million (100,000,000), par value $.001 per
share;
Class XX - fifty million (50,000,0000), par value $.001 per share;
Class YY - one hundred million (100,000,000), par value $.001;
Class ZZ - one hundred million (100,000,000), par value $.001;
Class AAA - one hundred million (100,000,000), par value $.001;
-11-
<PAGE>
Class BBB - one hundred million (100,000,000), par value $.001;
Class CCC - one hundred million (100,000,000), par value $.001;
Class DDD - one hundred million (100,000,000), par value $.001;
Class EEE - one hundred million (100,000,000), par value $.001;
Class FFF - one hundred million (100,000,000), par value $.001;
Class GGG - one hundred million (100,000,000), par value $.001;
Class HHH - one hundred million (100,000,000, par value $.001;
Class Janney Money - seven hundred million (700,000,000), par value
$.001 per share;
Class Janney - two hundred million (200,000,000), par
Municipal Money value $.001 per share;
Class Janney - five hundred million (500,000,000), par
Government Money value $.001 per share;
Class Janney N.Y. - one hundred million (100,000,000), par
Municipal Money value $.001 per share;
Class Beta 1 - one million (1,000,000), par value $.001 per share;
Class Beta 2 - one million (1,000,000), par value $.001 per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share;
Class Gamma 1 - one million (1,000,000), par value $.001 per share;
Class Gamma 2 - one million (1,000,000), par value $.001 per share;
-12-
<PAGE>
Class Gamma 3 - one million (1,000,000), par value $.001 per share;
Class Gamma 4 - one million (1,000,000), par value $.001 per share;
Class Delta 1 - one million (1,000,000), par value $.001 per share;
Class Delta 2 - one million (1,000,000), par value $.001 per share;
Class Delta 3 - one million (1,000,000), par value $.001 per share;
Class Delta 4 - one million (1,000,000), par value $.001 per share;
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
Class Zeta 1 - one million (1,000,000), par value $.001 per share;
Class Zeta 2 - one million (1,000,000), par value $.001 per share;
Class Zeta 3 - one million (1,000,000), par value $.001 per share;
Class Zeta 4 - one million (1,000,000), par value $.001 per share;
Class Eta 1 - one million (1,000,000), par value $.001 per share;
Class Eta 2 - one million (1,000,000) par value $.001 per share;
Class Eta 3 - one million (1,000,000), par value $.001 per share;
Class Eta 4 - one million (1,000,000), par value $.001 per share;
-13-
<PAGE>
Class Theta 1 - one million (1,000,000), par value $.001 per share;
Class Theta 2 - one million (1,000,000), par value $.001 per share;
Class Theta 3 - one million (1,000,000), par value $.001 per share; and
Class Theta 4 - one million (1,000,000), par value $.001 per share;
for a total of fourteen billion nine hundred twenty-eight million
(14,928,000,000) shares classified into separate classes of common stock.
-14-
<PAGE>
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be
signed in its name and on its behalf by its President and witnessed Secretary on
June 24, 1998.
THE RBB FUND, INC.
WITNESS:
/s/ Morgan R. Jones /s/ Edward J. Roach
------------------------- ------------------------
Morgan R. Jones Edward J. Roach
Secretary President
-15-
<PAGE>
THE UNDERSIGNED, President of The RBB Fund, Inc., who executed on
behalf of said corporation the foregoing Articles Supplementary to the Charter,
of which this certificate is made a part, hereby acknowledges that the foregoing
Articles Supplementary are the act of the said Corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/ Edward J. Roach
----------------------------
Edward J. Roach
President
-16-
<PAGE>
THE RBB FUND, INC.
ARTICLES SUPPLEMENTARY TO THE
CHARTER
THE RBB FUND, INC., a Maryland corporation having its principal office
in Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation, an open-end
investment company registered under the Investment Company Act of 1940, as
amended, and having authorized capital of thirty billion (30,000,000,000) shares
of common stock, par value $.001 per share, has adopted a unanimous resolution
increasing the number of shares of common stock that are classified (but not
increasing the aggregate number of authorized shares) into separate classes by:
(1) reclassifying the Beta 1 Shares and adding an additional six
hundred ninety-nine million (699,000,000) of the previously authorized,
unissued and unclassified shares of the common stock, par value $.001 per
share, to the Beta 1 Shares, for a total of 700,000,000 Shares with an
aggregate par value of seven hundred thousand dollars ($700,000), as Select
Class Common Stock (Select Class of the Money Market Fund);
(2) classifying an additional one hundred million (100,000,000)
of the previously authorized, unissued and unclassified shares of the
common stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class III Common Stock (Boston
Partners Market Neutral Fund Institutional Class);
(3) classifying an additional one hundred million (100,000,000)
of the previously authorized, unissued and unclassified shares of the
common stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class JJJ Common Stock (Boston
Partners Market Neutral Fund Investor Class);
(4) classifying an additional one hundred million (100,000,000)
of the previously authorized, unissued and unclassified shares of the
common stock, par value $.001 per share, with an aggregate par value of one
hundred thousand dollars ($100,000), as Class KKK Common Stock (Boston
Partners Long-Short Equity Fund Institutional Class);
(5) classifying an additional one hundred million (100,000,000)
of the previously authorized, unissued and unclassified shares of the
common stock, par value $.001 per
<PAGE>
share, with an aggregate par value of one hundred thousand dollars
($100,000), as Class LLL Common Stock (Boston Partners Long-Short Equity
Fund Investor Class);
SECOND: A description of the shares so classified with the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as set or changed by the Board of Directors of the Corporation is as
follows:
A description of the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions or redemption of each class of common stock of the Corporation is set
forth in Article VI, Section (6) of the Corporation's Charter, and has not been
changed by the Board of Directors of the Corporation.
The shares of Select Class Common Stock, Class III Common Stock, Class
JJJ Common Stock, Class KKK Common Stock, and Class LLL Common Stock will be
issued without stock certificates.
The shares of Select Class Common Stock and previously classified
Classes G, J, L and Janney Money shall be invested in a common investment
portfolio.
The shares of Class III Common Stock and Class JJJ Common Stock shall
be invested in a common investment portfolio, with shares of Class III Common
Stock representing the Institutional Class of such portfolio and shares of Class
JJJ Common Stock representing the Investor Class of such portfolio.
The shares of Class KKK Common Stock and Class LLL Common Stock shall
be invested in a common investment portfolio, with shares of Class KKK Common
Stock representing the Institutional Class of such portfolio and shares of Class
LLL Common Stock representing the Investor Class of such portfolio.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors of the Corporation pursuant to authority and power contained in the
charter of the Corporation.
FOURTH: Immediately before the increase in the number of shares of
common stock that have been classified into separate classes:
(a) the Corporation had authority to issue thirty billion
(30,000,000,000) shares of its common stock and the aggregate par value of all
the shares of all classes was thirty million dollars ($30,000,000);
(b) the number of shares of each authorized class of common stock
was as follows:
-2-
<PAGE>
<TABLE>
<S> <C>
Class A - one hundred million (100,000,000), par value $.001 per share;
Class B - one hundred million (100,000,000), par value $.001 per share;
Class C - one hundred million (100,000,000), par value $.001 per share;
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per share;
Class F - five hundred million (500,000,000), par value $.001 per share;
Class G - five hundred million (500,000,000), par value $.001 per share;
Class H - five hundred million (500,000,000), par value $.001 per share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value $.001 per share;
Class K - five hundred million (500,000,000), par value $.001 per share;
Class L - one billion five hundred million (1,500,000,000), par value $.001 per share;
Class M - five hundred million (500,000,000), par value $.001 per share;
Class N - five hundred million (500,000,000), par value $.001 per share;
Class O - five hundred million (500,000,000), par value $.001 per share;
Class P - one hundred million (100,000,000), par value $.001 per share;
Class Q - one hundred million (100,000,000), par value $.001 per share;
Class R - five hundred million (500,000,000), par value $.001 per share;
</TABLE>
-3-
<PAGE>
<TABLE>
<S> <C>
Class S - five hundred million (500,000,000), par value $.001 per share;
Class T - five hundred million (500,000,000), par value $.001 per share;
Class U - five hundred million (500,000,000), par value $.001 per share;
Class V - five hundred million (500,000,000), par value $.001 per share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share;
Class BB - fifty million (50,000,000), par value $.001 per share;
Class CC - fifty million (50,000,000), par value $.001 per share;
Class DD - one hundred million (100,000,000), par value $.001 per share;
Class EE - one hundred million (100,000,000), par value $.001 per share;
Class FF - fifty million (50,000,000), par value $.001 per share;
Class GG - fifty million (50,000,000), par value $.001 per share;
Class HH - fifty million (50,000,000), par value $.001 per share;
Class II - one hundred million (100,000,000), par value $.001 per share;
Class JJ - one hundred million (100,000,000), par value $.001 per share;
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C>
Class KK - one hundred million (100,000,000), par value $.001 per share;
Class LL - one hundred million (100,000,000), par value $.001 per share;
Class MM - one hundred million (100,000,000), par value $.001 per share;
Class NN - one hundred million (100,000,000), par value $.001 per share;
Class OO - one hundred million (100,000,000), par value $.001 per share;
Class PP - one hundred million (100,000,000), par value $.001 per share;
Class QQ - one hundred million (100,000,000), par value $.001 per share;
Class RR - one hundred million (100,000,000), par value $.001 per share;
Class SS - one hundred million (100,000,000), par value $.001 per share;
Class TT - one hundred million (100,000,000), par value $.001 per share;
Class UU - one hundred million (100,000,000), par value $.001 per share;
Class VV - one hundred million (100,000,000), par value $.001 per share;
Class WW - one hundred million (100,000,000), par value $.001 per share;
Class XX - fifty million (50,000,0000), par value $.001 per share;
Class YY - one hundred million (100,000,000), par value $.001;
Class ZZ - one hundred million (100,000,000), par value $.001;
Class AAA - one hundred million (100,000,000), par value $.001;
Class BBB - one hundred million (100,000,000), par value
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C>
$.001;
Class CCC - one hundred million (100,000,000), par value $.001;
Class DDD - one hundred million (100,000,000), par value $.001;
Class EEE - one hundred million (100,000,000), par value $.001;
Class FFF - one hundred million (100,000,000), par value $.001;
Class GGG - one hundred million (100,000,000), par value $.001;
Class HHH - one hundred million (100,000,000, par value $.001;
Class Janney Money - seven hundred million (700,000,000), par value $.001 per share;
Class Janney - two hundred million (200,000,000), par
Municipal Money value $.001 per share;
Class Janney - five hundred million (500,000,000), par
Government Money value $.001 per share;
Class Janney N.Y. - one hundred million (100,000,000), par
Municipal Money value $.001 per share;
Class Beta 1 - one million (1,000,000), par value $.001 per share;
Class Beta 2 - one million (1,000,000), par value $.001 per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share;
Class Gamma 1 - one million (1,000,000), par value $.001 per share;
Class Gamma 2 - one million (1,000,000), par value $.001 per share;
Class Gamma 3 - one million (1,000,000), par value $.001 per share;
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C>
Class Gamma 4 - one million (1,000,000), par value $.001 per share;
Class Delta 1 - one million (1,000,000), par value $.001 per share;
Class Delta 2 - one million (1,000,000), par value $.001 per share;
Class Delta 3 - one million (1,000,000), par value $.001 per share;
Class Delta 4 - one million (1,000,000), par value $.001 per share;
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
Class Zeta 1 - one million (1,000,000), par value $.001 per share;
Class Zeta 2 - one million (1,000,000), par value $.001 per share;
Class Zeta 3 - one million (1,000,000), par value $.001 per share;
Class Zeta 4 - one million (1,000,000), par value $.001 per share;
Class Eta 1 - one million (1,000,000), par value $.001 per share;
Class Eta 2 - one million (1,000,000), par value $.001 per share;
Class Eta 3 - one million (1,000,000), par value $.001 per share;
Class Eta 4 - one million (1,000,000), par value $.001 per share;
Class Theta 1 - one million (1,000,000), par value $.001 per share;
</TABLE>
-7-
<PAGE>
<TABLE>
<S> <C>
Class Theta 2 - one million (1,000,000), par value $.001 per share;
Class Theta 3 - one million (1,000,000), par value $.001 per share; and
Class Theta 4 - one million (1,000,000), par value $.001 per share;
</TABLE>
for a total of fourteen billion nine hundred twenty-eight million
(14,928,000,000) shares classified into separate classes of common stock.
After the increase in the number of shares of common stock that have
been classified into separate classes:
(c) the Corporation has the authority to issue thirty billion
(30,000,000,000) shares of its common stock and the aggregate par value of all
the shares of all classes is now thirty million dollars ($30,000,000); and
(d) the number of authorized shares of each class is now as
follows:
<TABLE>
<S> <C>
Class A - one hundred million (100,000,000), par value $.001 per share;
Class B - one hundred million (100,000,000), par value $.001 per share;
Class C - one hundred million (100,000,000), par value $.001 per share;
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per share;
Class F - five hundred million (500,000,000), par value $.001 per share;
Class G - five hundred million (500,000,000), par value $.001 per share;
Class H - five hundred million (500,000,000), par value $.001 per share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value 66$.001 per share;
</TABLE>
-8-
<PAGE>
Class K - five hundred million (500,000,000), par value $.001 per share;
Class L - one billion five hundred million (1,500,000,000), par value $.001
per share;
Class M - five hundred million (500,000,000), par value $.001 per share;
Class N - five hundred million (500,000,000), par value $.001 per share;
Class O - five hundred million (500,000,000), par value $.001 per share;
Class P - one hundred million (100,000,000), par value $.001 per share;
Class Q - one hundred million (100,000,000), par value $.001 per share;
Class R - five hundred million (500,000,000), par value $.001 per share;
Class S - five hundred million (500,000,000), par value $.001 per share;
Class T - five hundred million (500,000,000), par value $.001 per share;
Class U - five hundred million (500,000,000), par value $.001 per share;
Class V - five hundred million (500,000,000), par value $.001 per share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share;
Class BB - fifty million (50,000,000), par value $.001 per share;
-9-
<PAGE>
Class CC - fifty million (50,000,000), par value $.001 per share;
Class DD - one hundred million (100,000,000), par value $.001 per share;
Class EE - one hundred million (100,000,000), par value $.001 per share;
Class FF - fifty million (50,000,000), par value $.001 per share;
Class GG - fifty million (50,000,000), par value $.001 per share;
Class HH - fifty million (50,000,000), par value $.001 per share;
Class II - one hundred million (100,000,000), par value $.001 per share;
Class JJ - one hundred million (100,000,000), par value $.001 per share;
Class KK - one hundred million (100,000,000), par value $.001 per share;
Class LL - one hundred million (100,000,000), par value $.001 per share;
Class MM - one hundred million (100,000,000), par value $.001 per share;
Class NN - one hundred million (100,000,000), par value $.001 per share;
Class OO - one hundred million (100,000,000), par value $.001 per share;
Class PP - one hundred million (100,000,000), par value $.001 per share;
Class QQ - one hundred million (100,000,000), par value $.001 per share;
Class RR - one hundred million (100,000,000), par value $.001 per share;
Class SS - one hundred million (100,000,000), par value $.001 per share;
Class TT - one hundred million (100,000,000), par value $.001 per share;
-10-
<PAGE>
Class UU - one hundred million (100,000,000), par value $.001 per share;
Class VV - one hundred million (100,000,000), par value $.001 per share;
Class WW - one hundred million (100,000,000), par value $.001 per share;
Class XX - fifty million (50,000,000), par value $.001 per share;
Class YY - one hundred million (100,000,000), par value $.001;
Class ZZ - one hundred million (100,000,000), par value $.001;
Class AAA - one hundred million (100,000,000), par value $.001;
Class BBB - one hundred million (100,000,000), par value $.001;
Class CCC - one hundred million (100,000,000), par value $.001;
Class DDD - one hundred million (100,000,000), par value $.001;
Class EEE - one hundred million (100,000,000), par value $.001;
Class FFF - one hundred million (100,000,000), par value $.001;
Class GGG - one hundred million (100,000,000), par value $.001;
Class HHH - one hundred million (100,000,000), par value $.001;
Class III - one hundred million (100,000,000), par value $.001;
Class JJJ - one hundred million (100,000,000), par value $.001;
Class KKK - one hundred million (100,000,000), par value $.001;
Class LLL - one hundred million (100,000,000), par value $.001;
-11-
<PAGE>
Class Janney Money - seven hundred million (700,000,000), par value $.001
per share;
Class Janney - two hundred million (200,000,000), par
Municipal Money value $.001 per share;
Class Janney - five hundred million (500,000,000), par
Government Money value $.001 per share;
Class Janney - one hundred million (100,000,000), par
N.Y. Municipal value $.001 per share;
Money
Class Select - seven hundred million (700,000,000), par value $.001 per
share;
Class Beta 2 - one million (1,000,000), par value $.001 per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share;
Class Gamma 1 - one million (1,000,000), par value $.001 per share;
Class Gamma 2 - one million (1,000,000), par value $.001 per share;
Class Gamma 3 - one million (1,000,000), par value $.001 per share;
Class Gamma 4 - one million (1,000,000), par value $.001 per share;
Class Delta 1 - one million (1,000,000), par value $.001 per share;
Class Delta 2 - one million (1,000,000), par value $.001 per share;
Class Delta 3 - one million (1,000,000), par value $.001 per share;
Class Delta 4 - one million (1,000,000), par value $.001 per share;
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
-12-
<PAGE>
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
Class Zeta 1 - one million (1,000,000), par value $.001 per share;
Class Zeta 2 - one million (1,000,000), par value $.001 per share;
Class Zeta 3 - one million (1,000,000), par value $.001 per share;
Class Zeta 4 - one million (1,000,000), par value $.001 per share;
Class Eta 1 - one million (1,000,000), par value $.001 per share;
Class Eta 2 - one million (1,000,000), par value $.001 per share;
Class Eta 3 - one million (1,000,000), par value $.001 per share;
Class Eta 4 - one million (1,000,000), par value $.001 per share;
Class Theta 1 - one million (1,000,000), par value $.001 per share;
Class Theta 2 - one million (1,000,000), par value $.001 per share;
Class Theta 3 - one million (1,000,000), par value $.001 per share;
Class Theta 4 - one million (1,000,000), par value $.001 per share;
for a total of sixteen billion twenty-seven million (16,027,000,000) shares
classified into separate classes of common stock.
-13-
<PAGE>
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be
signed in its name and on its behalf by its President and witnessed Secretary on
September 17, 1998.
THE RBB FUND, INC.
WITNESS:
/s/Morgan R. Jones /s/Edward J. Roach
------------------ ------------------
Morgan R. Jones Edward J. Roach
Secretary President
-14-
<PAGE>
THE UNDERSIGNED, President of The RBB Fund, Inc., who executed on
behalf of said corporation the foregoing Articles Supplementary to the Charter,
of which this certificate is made a part, hereby acknowledges that the foregoing
Articles Supplementary are the act of the said Corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/ Edward J. Roach
------------------------
Edward J. Roach
President
-15-
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
Boston Partners Market Neutral Fund
AGREEMENT made as of November 13, 1998 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Boston Partners Asset
Management, L.P. (herein called the "Investment Advisor").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and currently
offers or proposes to offer shares representing interests in separate investment
portfolios; and
WHEREAS, the Fund desires to retain the Investment Advisor to render
certain investment advisory services to the Fund with respect to the Fund's
Boston Partners Market Neutral Fund (the "Portfolio"), and the Investment
Advisor is willing to so render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Investment Advisor to
-----------
act as investment advisor for the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Advisor accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Delivery of Documents. The Fund has furnished the Investment
---------------------
Advisor with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Board of Directors of the Fund authorizing
the appointment of the Investment Advisor and the execution and delivery of this
Agreement;
(b) Each prospectus and statement of additional information
relating to any class of Shares representing interests in the Portfolio of the
Fund in effect under the 1933 Act (such prospectus and statement of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, are herein collectively called the "Prospectus" and
"Statement of Additional Information," respectively).
The Fund will promptly furnish the Investment Advisor from time to
time with copies, properly certified or
<PAGE>
authenticated, of all amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the
Investment Advisor with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Advisor with any amendments of or supplements to
such documents.
3. Management of the Portfolio. Subject to the supervision of the
---------------------------
Board of Directors of the Fund, the Investment Advisor will provide for the
overall management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Advisor will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information, provided that the
Investment Adviser has actual notice or knowledge of any changes by the Board of
Directors to such investment objectives, restrictions or policies. The
Investment Advisor further agrees that it will render to the Fund's Board of
Directors such periodic and special reports regarding the performance of its
duties under this Agreement as the Board may reasonably request. The Investment
Advisor agrees to provide to the Fund (or its agents and service providers)
prompt and accurate data with respect to the Portfolio's transactions and, where
not otherwise available, the daily valuation of securities in the Portfolio.
4. Brokerage. Subject to the Investment Advisor's obligation to
---------
obtain best price and execution, the Investment Advisor shall have full
discretion to select brokers or dealers to effect the purchase and sale of
securities. When the Investment Advisor places orders for the purchase or sale
of securities for the Portfolio, in selecting brokers or dealers to execute such
orders, the Investment Advisor is expressly authorized to consider the fact that
a broker or dealer has furnished statistical, research or other information or
services for the benefit of the Portfolio directly or indirectly. Without
limiting the generality of the foregoing, the Investment Advisor is authorized
to cause the Portfolio to pay brokerage commissions which may be in excess of
the lowest rates available to brokers who execute transactions for the Portfolio
or who otherwise provide brokerage and research services utilized by the
Investment Advisor, provided that the Investment Advisor determines in good
faith that the amount of each such commission
-2-
<PAGE>
paid to a broker is reasonable in relation to the value of the brokerage and
research services provided by such broker viewed in terms of either the
particular transaction to which the commission relates or the Investment
Advisor's overall responsibilities with respect to accounts as to which the
Investment Advisor exercises investment discretion. The Investment Advisor may
aggregate securities orders so long as the Investment Advisor adheres to a
policy of allocating investment opportunities to the Portfolio over a period of
time on a fair and equitable basis relative to other clients. In no instance
will the Portfolio's securities be purchased from or sold to the Fund's
principal underwriter, the Investment Advisor, or any affiliated person thereof,
except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Advisor shall report to the Board of Directors of the
Fund at least quarterly with respect to brokerage transactions that were entered
into by the Investment Advisor, pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Advisor to the Fund
and the Investment Advisor's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.
5. Conformity with Law; Confidentiality. The Investment Advisor
------------------------------------
further agrees that it will comply with all applicable rules and regulations of
all federal regulatory agencies having jurisdiction over the Investment Advisor
in the performance of its duties hereunder. The Investment Advisor will treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Investment Advisor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
6. Services Not Exclusive. The Investment Advisor and its officers
----------------------
may act and continue to act as investment managers for others, and nothing in
this Agreement shall in any way be deemed to restrict the right of the
Investment Advisor to perform investment management or other services for any
other person or entity, and the performance of such services for others shall
not be deemed to violate or give rise to any duty or obligation to the Portfolio
or the Fund.
-3-
<PAGE>
Nothing in this Agreement shall limit or restrict the Investment
Advisor or any of its partners, officers, affiliates or employees from buying,
selling or trading in any securities for its or their own account. The Fund
acknowledges that the Investment Advisor and its partners, officers, affiliates,
employees and other clients may, at any time, have, acquire, increase, decrease,
or dispose of positions in investments which are at the same time being acquired
or disposed of for the Portfolio. The Investment Advisor shall have no
obligation to acquire for the Portfolio a position in any investment which the
Investment Advisor, its partners, officers, affiliates or employees may acquire
for its or their own accounts or for the account of another client, so long as
it continues to be the policy and practice of the Investment Advisor not to
favor or disfavor consistently or consciously any client or class of clients in
the allocation of investment opportunities so that, to the extent practical,
such opportunities will be allocated among clients over a period of time on a
fair and equitable basis.
The Investment Advisor agrees that this Paragraph 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Advisor to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules
thereunder, nor constitute a waiver by the Fund of the obligations imposed upon
the Investment Advisor under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Advisor agrees that this
Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Advisor arising under federal or state law, including Section
36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall
be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
7. Books and Records. In compliance with the requirements of Rule
-----------------
31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Investment Advisor further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. Expenses. During the term of this Agreement, the Investment
--------
Advisor will pay all expenses incurred by it in connection with its activities
under this Agreement. The Portfolio shall bear all of its own expenses not
specifically assumed by the Investment Advisor. General expenses of the Fund
not readily identifiable as belonging to a portfolio of the Fund shall be
allocated among all investment portfolios by or under the direction of the
Fund's Board of Directors in such manner as the Board determines to be fair and
equitable. Expenses borne by the Portfolio shall include, but are not limited
to, the
-4-
<PAGE>
following (or the portfolio's share of the following): (a) the cost (including
brokerage commissions) of securities purchased or sold by the Portfolio and any
losses incurred in connection therewith; (b) fees payable to and expenses
incurred on behalf of the Portfolio by the Investment Advisor; (c) filing fees
and expenses relating to the registration and qualification of the Fund and the
Portfolio's shares under federal and/or state securities laws and maintaining
such registrations and qualifications; (d) fees and salaries payable to the
Fund's directors and officers; (e) taxes (including any income or franchise
taxes) and governmental fees; (f) costs of any liability and other insurance or
fidelity bonds; (g) any costs, expenses or losses arising out a liability of or
claim for damages or other relief asserted against the Fund or the Portfolio for
violation of any law; (h) legal, accounting and auditing expenses, including
legal fees of special counsel for the independent directors; (i) charges of
custodians and other agents; (j) expenses of setting in type and printing
prospectuses, statements of additional information and supplements thereto for
existing shareholders, reports, statements, and confirmations to shareholders
and proxy material that are not attributable to a class; (k) costs of mailing
prospectuses, statements of additional information and supplements thereto to
existing shareholders, as well as reports to shareholders and proxy material
that are not attributable to a class; (1) any extraordinary expenses; (m) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (n) costs of mailing and tabulating proxies
and costs of shareholders' and directors' meetings; (o) costs of independent
pricing services to value a portfolio's securities; and (p) the costs of
investment company literature and other publications provided by the Fund to its
directors and officers. Distribution expenses, transfer agency expenses,
expenses of preparation, printing and mailing, prospectuses, statements of
additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of the Fund are allocated to such class.
If the expenses borne by the Portfolio in any fiscal year exceed the
most restrictive applicable expense limitations imposed by the securities
regulations of any state in which the Shares of the Portfolio are registered or
qualified for sale to the public, the Investment Advisor shall reimburse the
Portfolio for any excess up to the amount of the fees payable by the Portfolio
to it during such fiscal year pursuant to Paragraph 9 hereof in the same
proportion that its fees bear to the total fees paid by the Fund for investment
advisory services in respect of the Portfolio; provided, however, that
-------- -------
notwithstanding the foregoing, the Investment Advisor shall reimburse the
Portfolio for such excess expenses regardless of the amount of such fees payable
to it during such fiscal year to the extent that the
-5-
<PAGE>
securities regulations of any state in which the Shares are registered or
qualified for sale so require.
9. Voting. The Investment Advisor shall have the authority to vote
------
as agent for the Fund, either in person or by proxy, tender and take all actions
incident to the ownership of all securities in which Portfolio's assets may be
invested from time to time, subject to such policies and procedures as the Board
of Directors of the Fund may adopt from time to time.
10. Reservation of Name. The Investment Advisor shall at all times
-------------------
have all rights in and to the Portfolio's name and all investment models used by
or on behalf of the Portfolio. The Investment Advisor may use the Portfolio's
name or any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.
11. Compensation.
------------
(a) For the services provided and the expenses assumed pursuant
to this Agreement with respect to the Portfolio, the Fund will pay the
Investment Advisor from the assets of the Portfolio and the Investment Advisor
will accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of 2.25% of the Portfolio's average daily net
assets.
(b) The fee attributable to the Portfolio shall be satisfied only
against assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.
12. Limitation of Liability of the Investment Advisor. The
-------------------------------------------------
Investment Advisor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Investment Advisor in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement ("disabling conduct").
The Portfolio will indemnify the Investment Advisor against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from disabling conduct by the Investment Advisor.
Indemnification shall be made only following: (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
Investment Advisor was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the
-6-
<PAGE>
facts, that the Investment Advisor was not liable by reason of disabling conduct
by (a) the vote of a majority of a quorum of directors of the Portfolio who are
neither "interested persons" of the Portfolio nor parties to the proceeding
("disinterested non-party directors") or (b) an independent legal counsel in a
written opinion. The Investment Advisor shall be entitled to advances from the
Portfolio for payment of the reasonable expenses incurred by it in connection
with the matter as to which it is seeking indemnification in the manner and to
the fullest extent permissible under the Maryland General Corporation Law. The
Investment Advisor shall provide to the Portfolio a written affirmation of its
good faith belief that the standard of conduct necessary for indemnification by
the Portfolio has been met and a written undertaking to repay any such advance
if it should ultimately be determined that the standard of conduct has not been
met. In addition, at least one of the following additional conditions shall be
met: (a) the Investment Advisor shall provide a security in form and amount
acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured
against losses arising by reason of the advance; or (c) a majority of a quorum
of disinterested non-party directors, or independent legal counsel, in a written
opinion, shall have determined, based upon a review of facts readily available
to the Portfolio at the time the advance is proposed to be made, that there is
reason to believe that the Investment Advisor will ultimately be found to be
entitled to indemnification. Any amounts payable by the Portfolio under this
Section shall be satisfied only against the assets of the Portfolio and not
against the assets of any other investment portfolio of the Fund.
The limitations on liability and indemnification provisions of this
paragraph 12 shall not be applicable to any losses, claims, damages, liabilities
or expenses arising from the Investment Advisor's rights to the Portfolio's
name. The Investment Advisor shall indemnify and hold harmless the Fund and the
Portfolio for any claims arising from the use of the term "Boston Partners" in
the name of the Portfolio.
13. Duration and Termination. This Agreement shall become effective
------------------------
with respect to the Portfolio upon approval of this Agreement by vote of a
majority of the outstanding voting securities of the Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to the
Portfolio until August 16, 1999. Thereafter, if not terminated, this Agreement
shall continue with respect to the Portfolio for successive annual periods
ending on August 16 provided such continuance is specifically approved at least
--------
annually (a) by the vote of a majority of those members of the Board of
Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Board of Directors of the Fund or by
vote of a majority of the outstanding voting securities of the Portfolio;
provided, however, that this
- -------- -------
-7-
<PAGE>
Agreement may be terminated with respect to the Portfolio by the Fund at any
time, without the payment of any penalty, by the Board of Directors of the Fund
or by vote of a majority of the outstanding voting securities of the Portfolio,
on 60 days' prior written notice to the Investment Advisor, or by the Investment
Advisor at any time, without payment of any penalty, on 60 days' prior written
notice to the Fund. This Agreement will immediately terminate in the event of
its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested person" and "assignment" shall have
the same meaning as such terms have in the 1940 Act).
14. Amendment of this Agreement. No provision of this Agreement may
---------------------------
be changed, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of the Portfolio.
15. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.
16. Change in Membership. The Investment Advisor shall notify the
--------------------
Fund of any change in its membership within a reasonable time after such change.
17. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the laws of the State of Delaware without giving
effect to the conflicts of laws principles thereof.
18. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
-8-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE RBB FUND, INC.
By: /s/ Edward J. Roach
-------------------------
Edward J. Roach
President & Treasurer
BOSTON PARTNERS ASSET MANAGEMENT, L.P., by
BOSTON PARTNERS, INC., its General
Partner
By: /s/ William J. Kelly
---------------------
-9-
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
n/i Small Cap Value Fund
AGREEMENT made as of November 30, 1998 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Numeric Investors L.P.
(herein called the "Investment Adviser").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and currently
offers or proposes to offer shares representing interests in twenty-five
separate investment portfolios; and
WHEREAS, the Fund desires to retain the Investment Adviser to render
certain investment advisory services to the Fund with respect to the Fund's n/i
Small Cap Value Fund (the "Portfolio"), and the Investment Adviser is willing to
so render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Investment Adviser to
-----------
act as investment adviser for the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Delivery of Documents. The Fund has furnished the Investment
---------------------
Adviser with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Board of Directors of the Fund
authorizing the appointment of the Investment Adviser and the execution and
delivery of this Agreement;
(b) Each prospectus and statement of additional information
relating to any class of Shares representing interests in the Portfolio of the
Fund in effect under the 1933 Act (such prospectus and statement of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, are herein collectively called the "Prospectus" and
"Statement of Additional Information," respectively).
The Fund will promptly furnish the Investment Adviser
<PAGE>
from time to time with copies, properly certified or authenticated, of all
amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the
Investment Adviser with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Adviser with any amendments of or supplements to
such documents.
3. Management of the Portfolio. Subject to the supervision of the
---------------------------
Board of Directors of the Fund, the Investment Adviser will provide for the
overall management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Adviser will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information, provided that the
Investment Adviser has actual or constructive notice or knowledge of any changes
by the Board of Directors to such investment objectives, restrictions or
policies. The Investment Adviser further agrees that it will render to the
Fund's Board of Directors such periodic and special reports regarding the
performance of its duties under this Agreement as the Board may reasonably
request. The Investment Adviser agrees to provide to the Fund (or its agents and
service providers) prompt and accurate data with respect to the Portfolio's
transactions and, where not otherwise available, the daily valuation of
securities in the Portfolio.
4. Brokerage. Subject to the Investment Adviser's obligation to
---------
obtain best price and execution, the Investment Adviser shall have full
discretion to select brokers or dealers to effect the purchase and sale of
securities. When the Investment Adviser places orders for the purchase or sale
of securities for the Portfolio, in selecting brokers or dealers to execute such
orders, the Investment Adviser is expressly authorized to consider the fact that
a broker or dealer has furnished statistical, research or other information or
services for the benefit of the Portfolio directly or indirectly. Without
limiting the generality of the foregoing, the Investment Adviser is authorized
to cause the Portfolio to pay brokerage commissions which may be in excess of
the lowest rates available to brokers who execute transactions for the Portfolio
or who otherwise
<PAGE>
provide brokerage and research services utilized by the Investment Adviser,
provided that the Investment Adviser determines in good faith that the amount of
each such commission paid to a broker is reasonable in relation to the value of
the brokerage and research services provided by such broker viewed in terms of
either the particular transaction to which the commission relates or the
Investment Adviser's overall responsibilities with respect to accounts as to
which the Investment Adviser exercises investment discretion. The Investment
Adviser may aggregate securities orders so long as the Investment Adviser
adheres to a policy of allocating investment opportunities to the Portfolio over
a period of time on a fair and equitable basis relative to other clients. In no
instance will the Portfolio's securities be purchased from or sold to the Fund's
principal underwriter, the Investment Adviser, or any affiliated person thereof,
except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Adviser shall report to the Board of Directors of the
Fund at least quarterly with respect to brokerage transactions that were entered
into by the Investment Adviser, pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Adviser to the Fund
and the Investment Adviser's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.
5. Conformity with Law; Confidentiality. The Investment Adviser
------------------------------------
further agrees that it will comply with all applicable rules and regulations of
all federal regulatory agencies having jurisdiction over the Investment Adviser
in the performance of its duties hereunder. The Investment Adviser will treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund and prior, present or potential shareholders
(except clients of the Investment Adviser and its affiliates), and will not use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Investment Adviser may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
6. Services Not Exclusive. The Investment Adviser and its officers
----------------------
may act and continue to act as investment managers for others, and nothing in
this Agreement shall in any
<PAGE>
way be deemed to restrict the right of the Investment Adviser to perform
investment management or other services for any other person or entity, and the
performance of such services for others shall not be deemed to violate or give
rise to any duty or obligation to the Portfolio or the Fund.
Nothing in this Agreement shall limit or restrict the Investment
Adviser or any of its partners, officers, affiliates or employees from buying,
selling or trading in any securities for its or their own account. The Fund
acknowledges that the Investment Adviser and its partners, officers, affiliates,
employees and other clients may, at any time, have, acquire, increase, decrease,
or dispose of positions in investments which are at the same time being acquired
or disposed of for the Portfolio. The Investment Adviser shall have no
obligation to acquire for the Portfolio a position in any investment which the
Investment Adviser, its partners, officers, affiliates or employees may acquire
for its or their own accounts or for the account of another client, so long as
it continues to be the policy and practice of the Investment Adviser not to
favor or disfavor consistently or consciously any client or class of clients in
the allocation of investment opportunities so that, to the extent practical,
such opportunities will be allocated among clients over a period of time on a
fair and equitable basis.
The Investment Adviser agrees that this Paragraph 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Adviser to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules
thereunder, nor constitute a waiver by the Fund of the obligations imposed upon
the Investment Adviser under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Adviser agrees that this
Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Adviser arising under federal or state law, including Section
36 of the 1940 Act. The Investment Adviser agrees that this Paragraph 6 shall be
interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
7. Books and Records. In compliance with the requirements of Rule
-----------------
31a-3 under the 1940 Act, the Investment Adviser hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Investment Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. Expenses. During the term of this Agreement, the Investment
--------
Adviser will pay all expenses incurred by it in
<PAGE>
connection with its activities under this Agreement. The Portfolio shall bear
all of its own expenses not specifically assumed by the Investment Adviser.
General expenses of the Fund not readily identifiable as belonging to a
portfolio of the Fund shall be allocated among all investment portfolios by or
under the direction of the Fund's Board of Directors in such manner as the Board
determines to be fair and equitable. Expenses borne by the Portfolio shall
include, but are not limited to, the following (or the portfolio's share of the
following): (a) the cost (including brokerage commissions) of securities
purchased or sold by the Portfolio and any losses incurred in connection
therewith; (b) fees payable to and expenses incurred on behalf of the Portfolio
by the Investment Adviser; (c) filing fees and expenses relating to the
registration and qualification of the Fund and the Portfolio's shares under
Federal and/or state securities laws and maintaining such registrations and
qualifications; (d) fees and salaries payable to the Fund's directors and
officers; (e) taxes (including any income or franchise taxes) and governmental
fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any
costs, expenses or losses arising out a liability of or claim for damages or
other relief asserted against the Fund or the Portfolio for violation of any
law; (h) legal, accounting and auditing expenses, including legal fees of
special counsel for the independent directors; (i) charges of custodians and
other agents; (j) expenses of setting in type and printing prospectuses,
statements of additional information and supplements thereto for existing
shareholders, reports, statements, and confirmations to shareholders and proxy
material that are not attributable to a class; (k) costs of mailing
prospectuses, statements of additional information and supplements thereto to
existing shareholders, as well as reports to shareholders and proxy material
that are not attributable to a class; (1) any extraordinary expenses; (m) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (n) costs of mailing and tabulating proxies
and costs of shareholders' and directors' meetings; (o) costs of independent
pricing services to value a portfolio's securities; and (p) the costs of
investment company literature and other publications provided by the Fund to its
directors and officers. Distribution expenses, transfer agency expenses,
expenses of preparation, printing and mailing, prospectuses, statements of
additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of the Fund are allocated to such class.
If the expenses borne by the Portfolio in any fiscal year exceed the
most restrictive applicable expense limitations imposed by the securities
regulations of any state in which the Shares of the Portfolio are registered or
qualified for sale to
<PAGE>
the public, the Investment Adviser shall reimburse the Portfolio for any excess
up to the amount of the fees payable by the Portfolio to it during such fiscal
year pursuant to Paragraph 9 hereof in the same proportion that its fees bear to
the total fees paid by the Fund for investment advisory services in respect of
the Portfolio; provided, however, that notwithstanding the foregoing, the
-------- -------
Investment Adviser shall reimburse the Portfolio for such excess expenses
regardless of the amount of such fees payable to it during such fiscal year to
the extent that the securities regulations of any state in which the Shares are
registered or qualified for sale so require.
9. Voting. The Investment Adviser shall have the authority to vote
------
as agent for the Fund, either in person or by proxy, tender and take all actions
incident to the ownership of all securities in which Portfolio's assets may be
invested from time to time, subject to such policies and procedures as the Board
of Directors of the Fund may adopt from time to time.
10. Reservation of Name. The Investment Adviser shall at all times
-------------------
have all rights in and to the Portfolio's name and all investment models used by
or on behalf of the Portfolio. The Investment Adviser may use the Portfolio's
name or any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.
No public reference to, or description of, the Investment Adviser or
its methodology or work shall be made by the Fund, whether in the Prospectus,
Statement of Additional Information or otherwise, without the prior written
consent of the Investment Adviser, which consent shall not be unreasonably
withheld. In each case, the Fund shall provide the Investment Adviser a
reasonable opportunity to review any such reference or description before being
asked for such consent.
11. Discontinuation of Public Offering. Subject to the prior
----------------------------------
approval of the Fund's Board of Directors, the Investment Adviser may instruct
the Fund's distributor to cease sales of shares of the Portfolio to new
investors due to concerns that an increase in the size of the Portfolio may
adversely effect the implementation of the Portfolio's investment strategy.
Subject to prior Board approval, the Investment Adviser may subsequently
instruct the Fund's distributor to recommence the sale of shares of the
Portfolio.
<PAGE>
12. Compensation.
------------
(a) For the services provided and the expenses assumed pursuant
to this Agreement with respect to the Portfolio, the Fund will pay the
Investment Adviser from the assets of the Portfolio and the Investment Adviser
will accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of .75% of the Portfolio's average daily net assets.
(b) The fee attributable to the Portfolio shall be satisfied
only against assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.
13. Limitation of Liability of the Investment Adviser. The
-------------------------------------------------
Investment Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Investment Adviser in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement ("disabling conduct").
The Portfolio will indemnify the Investment Adviser against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from disabling conduct by the Investment Adviser.
Indemnification shall be made only following: (i) a final decision on the merits
by a court or other body before whom the proceeding was brought that the
Investment Adviser was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the Investment Adviser was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of directors of the Portfolio
who are neither "interested persons" of the Portfolio nor parties to the
proceeding ("disinterested non-party directors") or (b) an independent legal
counsel in a written opinion. The Investment Adviser shall be entitled to
advances from the Portfolio for payment of the reasonable expenses incurred by
it in connection with the matter as to which it is seeking indemnification in
the manner and to the fullest extent permissible under the Maryland General
Corporation Law. The Investment Adviser shall provide to the Portfolio a written
affirmation of its good faith belief that the standard of conduct necessary for
indemnification by the Portfolio has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the standard of
conduct has not been met. In addition, at least one of the following additional
<PAGE>
conditions shall be met: (a) the Investment Adviser shall provide a security in
form and amount acceptable to the Portfolio for its undertaking; (b) the
Portfolio is insured against losses arising by reason of the advance; or (c) a
majority of a quorum of disinterested non-party directors, or independent legal
counsel, in a written opinion, shall have determined, based upon a review of
facts readily available to the Portfolio at the time the advance is proposed to
be made, that there is reason to believe that the Investment Adviser will
ultimately be found to be entitled to indemnification. Any amounts payable by
the Portfolio under this Section shall be satisfied only against the assets of
the Portfolio and not against the assets of any other investment portfolio of
the Fund.
14. Duration and Termination. This Agreement shall become effective
------------------------
with respect to the Portfolio upon approval of this Agreement by vote of a
majority of the outstanding voting securities of the Portfolio and unless sooner
terminated as provided herein, shall continue with respect to the Portfolio
until August 16, 1999. Thereafter, if not terminated, this Agreement shall
continue with respect to the Portfolio for successive annual periods ending on
August 16, provided such continuance is specifically approved at least annually
--------
(a) by the vote of a majority of those members of the Board of Directors of the
Fund who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio; provided, however, that
-------- -------
this Agreement may be terminated with respect to the Portfolio by the Fund at
any time, without the payment of any penalty, by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of the
Portfolio, on 60 days' prior written notice to the Investment Adviser, or by the
Investment Adviser at any time, without payment of any penalty, on 60 days,
prior written notice to the Fund. This Agreement will immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and "assignment" shall
have the same meaning as such terms have in the 1940 Act).
15. Amendment of this Agreement. No provision of this Agreement may
---------------------------
be changed, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of the Portfolio.
16. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define
<PAGE>
or delimit any of the provisions hereof or otherwise affect their construction
or effect. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
shall be governed by Delaware law.
17. Change in Membership. The Investment Adviser shall notify the
--------------------
Fund of any change in its membership within a reasonable time after such change.
18. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the laws of the state of Delaware without giving
effect to the conflicts of laws principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE RBB FUND, INC.
By: /s/Edward J. Roach
--------------------------
NUMERIC INVESTORS L.P.
By: /s/Langdon B. Wheeler
--------------------------
Langdon B. Wheeler
President, WBE & Associates, LLC
General Partner of
Numeric Investors L.P.
<PAGE>
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Market Neutral Fund)
(Institutional Class)
This supplemental agreement is entered into this 13th day of November,
1998, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT DISTRIBUTORS,
INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Distributor have entered into a Distribution Agreement, dated as of May 29, 1998
(as from time to time amended and supplemented, the "Distribution Agreement"),
pursuant to which the Distributor has undertaken to act as distributor for the
Fund, as more fully set forth therein. Certain capitalized terms used without
definition in this Distribution Agreement Supplement have the meaning specified
in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement is
----------------------------------
hereby adopted for the Boston Partners Market Neutral Fund Institutional Class
of Common Stock (Class III) of the Fund.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by the Distributor as provided in the
Distribution Agreement and herein, the Fund shall pay the Distributor a monthly
fee on the first business day of each month, based upon the average daily value
(as determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Class during the
preceding month, at an annual rate of 0.00%.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.
By: /s/ Edward J. Roach By: /s/ Monroe Haegele
------------------------------- ----------------------------
<PAGE>
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Market Neutral Fund)
(Investor Class)
This supplemental agreement is entered into this 13th day of November,
1998, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT DISTRIBUTORS,
INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Distributor have entered into a Distribution Agreement, dated as of May 29, 1998
(as from time to time amended and supplemented, the "Distribution Agreement"),
pursuant to which the Distributor has undertaken to act as distributor for the
Fund, as more fully set forth therein. Certain capitalized terms used without
definition in this Distribution Agreement Supplement have the meaning specified
in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement is
----------------------------------
hereby adopted for the Boston Partners Market Neutral Fund Investor Class of
Common Stock (Class JJJ) of the Fund.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by the Distributor as provided in the
Distribution Agreement and herein, the Fund shall pay the Distributor a monthly
12b-1 fee on the first business day of each month, based upon the average daily
value (as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net assets of the
Class during the preceding month, at an annual rate of 0.25%.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.
By: /s/ Edward J. Roach By: /s/Monroe Haegele
-------------------- ------------------
<PAGE>
DISTRIBUTION AGREEMENT SUPPLEMENT
(n/i Numeric Investors Family of Funds - Class MMM)
This supplemental agreement is entered into this 30th day of November,
1998, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
DISTRIBUTORS,INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Distributor have entered into a Distribution Agreement, dated as of May 29, 1998
(as from time to time amended and supplemented, the "Distribution Agreement"),
pursuant to which the Distributor has undertaken to act as distributor for the
Fund, as more fully set forth therein. Certain capitalized terms used without
definition in this Distribution Agreement Supplement have the meaning specified
in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement is
----------------------------------
hereby adopted for the n/i Numeric Investors Small Cap Value Fund Class of
Common Stock (Class MMM) of the Fund. This class shall constitute a "Class" as
referred to in the Distribution Agreement and its shares shall be "Class Shares"
as referred to therein.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by the Distributor as provided in the
Distribution Agreement and herein, the Fund shall pay the Distributor no
compensation.
3. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.
By: /s/Edward J. Roach By: /s/Monroe Haegele
--------------------------- --------------------------------
President and Treasurer Title: Chief Executive Officer
<PAGE>
CUSTODIAN AGREEMENT SUPPLEMENT
(Boston Partners Market Neutral Fund)
This supplemental agreement is entered into this 13th day of November, 1998
by and between THE RBB FUND, INC. (the "Company") and PNC Bank, National
Association, (the "Custodian Agent").
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Custodian have entered into a Custodian Agreement, dated as of August 16, 1988
(as from time to time amended and supplemented, the "Custodian Agreement"),
pursuant to which the Custodian has undertaken to act as custodian for the
Company with respect to the portfolios of the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Custodian
Agreement Supplement have the meaning specified in the Custodian Agreement.
The Fund agrees with the Custodian as follows:
1. Adoption of Custodian Agreement. The Custodian Agreement is hereby
-------------------------------
adopted for the Boston Partners Market Neutral Fund.
2. Compensation. As compensation for the services rendered by the
------------
Custodian during the term of the Custodian Agreement, the Fund will pay to the
Custodian, with respect to Boston Partners Market Neutral Fund, monthly fees as
shall be agreed to from time to time by the Fund and the Custodian.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PNC BANK, NATIONAL ASSOCIATION
By: /s/ Edward J.Roach By: /s/ Sam Sparhawk, IV
------------------------ -------------------------
Edward J. Roach Sam Sparhawk, IV
President & Treasurer
<PAGE>
CUSTODY AGREEMENT
AGREEMENT, dated as of November 30, 1998 by and between THE RBB FUND,
INC. (the "Company"), a corporation organized and existing under the laws of the
State of Maryland, acting with respect to and on behalf of the N/I SMALL CAP
VALUE FUND (the "Fund"), and CUSTODIAL TRUST COMPANY, a bank organized and
existing under the laws of the State of New Jersey (the "Custodian").
WHEREAS, the Company on behalf of the Fund desires that the Fund's
securities, cash and other assets be held and administered by Custodian pursuant
to this Agreement;
WHEREAS, the Fund is an investment portfolio represented by a series
of Shares constituting part of the capital stock of the Company, an open-end
management investment company registered under the 1940 Act (as hereinafter
defined);
WHEREAS, Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(i) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Company on behalf of the Fund and Custodian hereby agree as follows:
ARTICLE I
<PAGE>
DEFINITIONS
-----------
Whenever used in this Agreement, the following terms, unless the
context otherwise requires, shall mean:
I.1 "AUTHORIZED PERSON" means any Officer or other person duly authorized
-----------------
by resolution of the Board of Directors to give Oral Instructions and Written
Instructions on behalf of the Fund and identified, by name or by office, in
Exhibit A hereto or any person duly designated to do so by an investment adviser
of the Fund specified by the Fund in Exhibit B hereto.
I.2 "BOARD OF DIRECTORS" means the Board of Directors of the Company or,
------------------
when permitted under the 1940 Act, the Executive Committee thereof, if any.
I.3 "BOOK-ENTRY SYSTEM" means a book-entry system maintained by a Federal
-----------------
Reserve bank as provided for in Subpart O of Treasury Circular No. 300, 31 CFR
306, in Subpart B of 31 CFR Part 350, or in such other book-entry regulations of
federal agencies as are substantially in the form of such Subpart O.
I.4 "BUSINESS DAY" means any day recognized as a settlement day by The New
------------
York Stock Exchange, Inc. and on which banks in the State of New Jersey are open
for business.
I.5 "CUSTODY ACCOUNT" means the account in the name of the Fund, which is
---------------
provided for in Section 3.2 below.
I.6 "MASTER REPURCHASE AGREEMENT" means that certain Master Repurchase
---------------------------
Agreement of even date herewith between the Company on behalf of the Fund and
Bear, Stearns & Co. Inc., an affiliate of
<PAGE>
Custodian ("Bear Stearns"), as it may from time to time be amended.
I.7 "1940 ACT" means the Investment Company Act of 1940, as amended, and
--------
the rules and regulations thereunder.
I.8 "OFFICER" means the President, any Vice President, the Secretary, any
-------
Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Company.
I.9 "ORAL INSTRUCTIONS" means instructions orally transmitted to and
-----------------
accepted by Custodian which are (a) reasonably believed by Custodian to have
been given by an Authorized Person, (b) recorded and kept among the records of
Custodian made in the ordinary course of business, (c) orally confirmed by
Custodian, and (d) completed in accordance with Custodian's requirements from
time to time as to content of instructions and their manner and timeliness of
delivery by the Fund.
I.10 "PROPER INSTRUCTIONS" means Oral Instructions or Written Instructions.
-------------------
Proper Instructions may be continuing Written Instructions when deemed
appropriate by both parties.
I.11 "SECURITIES" includes, without limitation, common and preferred
----------
stocks, bonds, call options, put options, debentures, notes, bank certificates
of deposit, forward contracts, futures contracts (including those related to
indexes), options on futures contracts or indexes, bankers' acceptances,
mortgage-backed securities or other obligations, and any certificates, receipts,
warrants or other instruments or documents representing
<PAGE>
rights to receive, purchase or subscribe for the same, or evidencing or
representing any other rights or interests therein, or any similar property or
assets that Custodian has the facilities to clear and to service.
I.12 "SECURITIES LOAN AGREEMENT" means that certain Securities Loan
-------------------------
Agreement of even date herewith between the Company on behalf of the Fund and
Bear, Stearns Securities Corp. ("BSSC"), as it may from time to time be amended.
I.13 "SECURITIES DEPOSITORY" means The Depository Trust Company and
---------------------
(provided that Custodian has received a copy of a resolution of the Board of
Directors of the Company, certified by an Officer, specifically approving the
use thereof as a depository for the Fund) any other clearing agency registered
with the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central
handling and deposit of Securities where all Securities of any particular class
or series of an issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without physical delivery of
the Securities.
I.14 "SHARES" means those shares in a series or class of the capital stock
------
of the Company that represent interests in the Fund.
I.15 "WRITTEN INSTRUCTIONS" means written communications received by
--------------------
Custodian that are (a) reasonably believed by
-
<PAGE>
Custodian to have been signed or sent by any two Authorized Persons, (b) sent or
-
transmitted by letter, facsimile, central processing unit connection, on-line
terminal or magnetic tape, and (c) completed in accordance with Custodian's
-
requirements from time to time as to content of instructions and their manner
and timeliness of delivery by the Fund.
ARTICLE II
APPOINTMENT OF CUSTODIAN
------------------------
II.1 APPOINTMENT. The Company on behalf of the Fund hereby appoints
-----------
Custodian as custodian of all such Securities, cash and other assets as may be
acceptable to Custodian and from time to time delivered to it by the Fund or
others for the account of the Fund.
II.2 ACCEPTANCE. Custodian hereby accepts appointment as such custodian
----------
and agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
------------------------------
III.1 SEGREGATION. All Securities and non-cash property of the Fund in the
-----------
possession of Custodian (other than Securities maintained by Custodian in a
Securities Depository or Book-Entry System) shall be physically segregated from
other Securities and non-cash property in the possession of Custodian and shall
be identified as belonging to the Fund.
III.2 CUSTODY ACCOUNT. (a) Custodian shall open and
---------------
<PAGE>
maintain in its trust department a custody account in the name of the Fund,
subject only to draft or order of Custodian, in which Custodian shall enter and
carry all securities, cash and other assets of the Fund which are delivered to
Custodian and accepted by it. Custodian shall not be under any duty or
obligation to require the Fund to deliver to it any Securities or funds owned by
the Fund and shall have no responsibility or liability for or on account of
Securities or funds not so delivered.
(b) If Custodian at any time fails to receive any of the documents
referred to in Section 3.5(a) below, then, until such time as it receives such
document, it shall not be obligated to receive any Securities of the Fund into
the Custody Account and shall be entitled to return to the Fund any Securities
of the Fund that it is holding.
(c) Custodian may, but shall not be obligated to, hold Securities that
may be held only in physical form.
(d) Custodian is authorized to disclose the name, address and
securities positions of the Fund to the issuers of such securities when
requested by them to do so.
III.3 APPOINTMENT OF AGENTS. (a) Custodian may employ suitable agents,
---------------------
which may include affiliates of Custodian, such as Bear Stearns or BSSC, both of
which are registered broker-dealers. The appointment of any agent pursuant to
this Section 3.3(a) shall not relieve Custodian of any of its obligations or
liabilities under this Agreement. However, no Book-Entry System,
<PAGE>
Securities Depository or other securities depository or clearing agency which it
is or may become standard market practice to use for the comparison and
settlement of trades in securities shall be an agent or sub-contractor of
Custodian for purposes of this Section 3.3(a) or otherwise.
(b) Upon notification of the Fund and in its discretion, Custodian may
appoint, and, upon notification of the Fund, at any time remove, any domestic
bank or trust company which is qualified to act as a custodian under the 1940
Act as sub-custodian to hold Securities and cash of the Fund and to carry out
such other provisions of this Agreement as it may determine, and, upon
notification of the Fund, may also open and maintain one or more banking
accounts with such a bank or trust company (any such accounts to be in the name
of Custodian and subject only to its draft or order), provided, however, that
the appointment of any such agent or opening and maintenance of any such
accounts shall be at Custodian's expense and shall not relieve Custodian of any
of its obligations or liabilities under this Agreement.
(c) Upon receipt of Written Instructions to do so and at the Fund's
expense, Custodian shall appoint as sub-custodian such domestic bank or trust
company as is named therein, provided that (i) such bank or trust company is
qualified to act as a custodian under the 1940 Act, and (ii) notwithstanding
anything to the contrary in Section 9.1 below or elsewhere in this
<PAGE>
Agreement, Custodian shall have no greater liability to the Fund for the actions
or omissions of any such sub-custodian than any such sub-custodian has to
Custodian, and Custodian shall not be required to discharge any such liability
which may be imposed on it unless and until such sub-custodian has effectively
indemnified Custodian against it or has otherwise discharged its liability to
Custodian in full.
III.4 DELIVERY OF ASSETS TO CUSTODIAN. The Fund shall deliver to Custodian
-------------------------------
the Fund's Securities, cash and other assets, which are acceptable to Custodian,
including (a) payments of income, payments of principal and capital
distributions received by the Fund with respect to such Securities, cash or
other assets owned by the Fund at any time during the term of this Agreement,
and (b) cash received by the Fund for the issuance, at any time during such
term, of Shares. Custodian shall not be responsible for such Securities, cash or
other assets until actually received by it.
III.5 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. Custodian may
----------------------------------------------
deposit and/or maintain Securities of the Fund in a Securities Depository or in
a Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of the Fund in any Securities
Depository or Book-Entry System, the Fund shall deliver to Custodian a
resolution of the Board of Directors of the Company, certified by an Officer,
authorizing and instructing
<PAGE>
Custodian (and any sub-custodian appointed pursuant to Section 3.3 above) on an
on-going basis to deposit in such Securities Depository or Book-Entry System all
Securities eligible for deposit therein and to make use of such Securities
Depository or Book-Entry System to the extent possible and practical in
connection with its performance hereunder (or under the applicable sub-custody
agreement in the case of such sub-custodian), including, without limitation, in
connection with settlements of purchases and sales of Securities, loans of
Securities, and deliveries and returns of collateral consisting of Securities.
(b) Securities of the Fund kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account") of Custodian in
such Book-Entry System or Securities Depository which includes only assets held
by Custodian as a fiduciary, custodian or otherwise for customers.
(c) The records of Custodian with respect to Securities of the Fund
maintained in a Book-Entry System or Securities Depository shall at all times
identify such Securities as belonging to the Fund.
(d) If Securities purchased by the Fund are to be held in a Book-Entry
System or Securities Depository, Custodian shall pay for such Securities upon
(i) receipt of advice from the Book-Entry System or Securities Depository that
such Securities have been transferred to the Depository Account, and (ii) the
making
<PAGE>
of an entry on the records of Custodian to reflect such payment and transfer for
the account of the Fund. If Securities sold by the Fund are held in a Book-Entry
System or Securities Depository, Custodian shall transfer such Securities upon
(i) receipt of advice from the Book-Entry System or Securities Depository that
payment for such Securities has been transferred to the Depository Account, and
(ii) the making of an entry on the records of Custodian to reflect such transfer
and payment for the account of the Fund.
(e) Custodian shall provide the Fund with copies of any report
obtained by Custodian from a Book-Entry System or Securities Depository in which
Securities of the Fund are kept on the internal accounting controls and
procedures for safeguarding Securities deposited in such Book-Entry System or
Securities Depository.
(f) At its election, the Company on behalf of the Fund shall be
subrogated to the rights of Custodian with respect to any claim against a Book-
Entry System or Securities Depository or any other person for any loss or damage
to the Fund arising from the use of such Book-Entry System or Securities
Depository, if and to the extent that the Fund has not been made whole for any
such loss or damage.
III.6 DISBURSEMENT OF MONEYS FROM THE CUSTODY ACCOUNT. Upon receipt of
-----------------------------------------------
Proper Instructions, but subject to its right to foreclose upon and liquidate
collateral pledged to it pursuant to
<PAGE>
Section 10.3 below, Custodian shall make payments from the Custody Account, but
only in the following cases, provided, first, that such payments are in
-----
connection with the clearance and/or custody of Securities or other assets,
second, that there are sufficient funds in the Custody Account, whether
- ------
belonging to the Fund or advanced to it by Custodian in its sole and absolute
discretion as set forth in Section 4.5 below, for Custodian to make such
payments and, third, that after the making of such payments, the Fund would not
-----
be in violation of any margin or other requirements agreed upon pursuant to
Section 4.5 below:
(a) For the purchase of Securities for the Fund but only (i) in the
case of Securities (other than options on Securities, futures contracts and
options on futures contracts), against the delivery to Custodian (or any sub-
custodian appointed pursuant to Section 3.3 above) of such Securities registered
as provided in Section 3.9 below or in proper form for transfer or, if the
purchase of such Securities is effected through a Book-Entry System or
Securities Depository, in accordance with the conditions set forth in Section
3.5 above; (ii) in the case of options on Securities, against delivery to
Custodian (or such sub-custodian) of such receipts as are required by the
customs prevailing among dealers in such options; (iii) in the case of futures
contracts and options on futures contracts, against delivery to Custodian (or
such sub-custodian) of evidence of title thereto in favor of the Fund, the
Custodian, any such sub-
<PAGE>
custodian or any nominee referred to in Section 3.9 below; and (iv) in the case
of repurchase or reverse repurchase agreements entered into by the Fund, against
delivery of the purchased Securities either in certificate form or through an
entry crediting Custodian's account at a Book-Entry System or Securities
Depository with such Securities;
(b) In connection with the conversion, exchange or surrender, as set
forth in Section 3.7(f) below, of Securities owned by the Fund;
(c) For the payment as provided in Article V below of any dividends
or other distributions declared by the Fund on the Shares;
(d) In payment of the redemption price of Shares as provided in
Article V below;
(e) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the Fund:
interest, taxes, administration, investment management, investment advisory,
accounting, auditing, transfer agent, custodian, trustee and legal fees; and
other operating expenses of the Fund; in all cases, whether or not such expenses
are to be in whole or in part capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian and a broker-dealer, relating
to compliance with rules of The
<PAGE>
Options Clearing Corporation and of any registered national securities exchange
(or of any similar organization or organizations) regarding escrow or other
arrangements in connection with transactions by the Fund;
(g) For transfer in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian, and a futures commission
merchant, relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any similar organization or
organizations) regarding account deposits in connection with transactions by the
Fund;
(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including Custodian), but
only if the payment instructions to Custodian detail specific Securities to be
acquired;
(i) For the purchase from a bank or other financial institution of
loan participations, but only if Custodian has in its possession a copy of the
agreement between the Company on behalf of the Fund and such bank or other
financial institution with respect to the purchase of such loan participations
and the payment instructions to Custodian detail specific assets to be acquired;
(j) For transfer to a broker-dealer registered under the 1934 Act in
accordance with the provisions of any agreement among the Company on behalf of
the Fund, Custodian and such a
<PAGE>
broker-dealer as margin for a short sale of Securities;
(k) For the payment of amounts due in lieu of dividends paid on
Securities sold short by the Fund; and
(l) For any other proper purpose, but only upon receipt, in addition
to Proper Instructions, of a copy of a resolution of the Board of Directors,
certified by an Officer, specifying the amount and purpose of such payment,
declaring such purpose to be a proper purpose of the Fund, and naming the person
or persons to whom such payment is to be made.
III.7 DELIVERY OF SECURITIES FROM THE CUSTODY ACCOUNT. Upon receipt of
-----------------------------------------------
Proper Instructions, but subject to its right to foreclose upon and liquidate
collateral pledged to it pursuant to Section 10.3 below, Custodian shall release
and deliver Securities and other assets from the Custody Account, but only in
the following cases, provided, first, that such deliveries are in connection
-----
with the clearance and/or custody of Securities or other assets, second, that
------
there are sufficient amounts and types of Securities or other assets in the
Custody Account for Custodian to make such delivery, and, third, that after the
-----
making of such delivery, the Fund would not be in violation of any margin or
other requirements agreed upon pursuant to Section 4.5 below:
(a) Upon the sale of Securities for the account of the Fund but,
subject to Section 4.3 below, only against receipt of payment therefor in cash,
by certified or cashiers' check or bank
<PAGE>
credit;
(b) In the case of a sale effected through a Book-Entry System or
Securities Depository, in accordance with the provisions of Section 3.5 above;
(c) To an offeror's depository agent in connection with tender or
other similar offers for Securities of the Fund; provided that, in any such
case, the cash or other consideration is to be delivered to Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the name
of the Fund or any of the nominees referred to in Section 3.9 below, or (ii) for
exchange for a different number of certificates or other evidence representing
the same aggregate face amount or number of units; provided that, in any such
case, the new Securities are to be delivered to Custodian;
(e) To the broker selling Securities, for examination in accordance
with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the issuer of
such Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or receipt
of underlying Securities in connection with the issuance or cancellation of
depository receipts; provided that, in any such case, the new Securities and
cash, if any, are to be delivered to
<PAGE>
Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase
agreement entered into by the Fund;
(h) In the case of warrants, rights or similar Securities, upon the
exercise thereof, provided that, in any such case, the new Securities and cash,
if any, are to be delivered to Custodian;
(i) For delivery in connection with any loans of Securities pursuant
to any securities loan agreement entered into by the Company on behalf of the
Fund, but only against receipt of such collateral as is required under such
securities loan agreement;
(j) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against receipt by
Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Fund;
(l) For delivery in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian and a broker-dealer, relating
to compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection with
transactions by the Fund;
<PAGE>
(m) For delivery in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian, and a futures commission
merchant, relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any similar organization or
organizations) regarding account deposits in connection with transactions by the
Fund;
(n) For delivery to a broker-dealer registered under the 1934 Act or
in accordance with the provisions of any agreement among the Company on behalf
of the Fund, Custodian and such a broker-dealer as margin for a short sale of
Securities;
(o) For any other proper purpose, but only upon receipt, in addition
to Proper Instructions, of a copy of a resolution of the Board of Directors,
certified by an Officer, specifying the Securities to be delivered, setting
forth the purpose for which such delivery is to be made, declaring such purpose
to be a proper purpose of the Fund, and naming the person or persons to whom
delivery of such Securities is to be made.
III.8 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise
-----------------------------------------
instructed by the Fund, Custodian shall with respect to all Securities held for
the Fund:
(a) Subject to Section 9.4 below, collect on a timely basis all
income and other payments to which the Fund is entitled either by law or
pursuant to custom in the securities business;
(b) Subject to Section 9.4 below, collect on a timely
<PAGE>
basis the amount payable upon or with respect to all Securities and other assets
which may mature or be called, redeemed, retired or otherwise become payable;
(c) Endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form for
Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or certificates
of ownership under the federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect, and prepare and submit
reports to the Internal Revenue Service ("IRS") and to the Fund at such time, in
such manner and containing such information as is prescribed by the IRS;
(f) Hold for the Fund all rights and similar securities issued with
respect to Securities of the Fund; and
(g) In general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase and transfer of, and other
dealings in, Securities and other assets of the Fund.
III.9 REGISTRATION AND TRANSFER OF SECURITIES. All Securities held for
---------------------------------------
the Fund that are issuable only in bearer form shall be held by Custodian in
that form, provided that any such Securities shall be held in a Book-Entry
System if eligible therefor. All other Securities held for the Fund may be
<PAGE>
registered in the name of Custodian as agent, any sub-custodian appointed
pursuant to Section 3.3 above, any Securities Depository, or any nominee or
agent of any of them. The Fund shall furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for transfer,
or to register as in this Section 3.9 provided, any Securities delivered to
Custodian which are registered in the name of the Fund.
III.10 RECORDS. (a) Custodian shall maintain complete and accurate
-------
records with respect to Securities, cash or other property held for the Fund,
including (i) journals or other records of original entry containing an itemized
daily record in detail of all receipts and deliveries of Securities and all
receipts and disbursements of cash; (ii) ledgers (or other records) reflecting
(A) Securities in transfer, if any, (B) Securities in physical possession, (C)
monies and Securities borrowed and monies and Securities loaned (together with a
record of the collateral therefor and substitutions of such collateral), (D)
dividends and interest received, and (E) dividends receivable and interest
accrued; and (iii) cancelled checks and bank records related thereto. Custodian
shall keep such other books and records with respect to Securities, cash and
other property of the Fund which is held hereunder as the Fund may reasonably
request.
(b) All such books and records maintained by Custodian
<PAGE>
shall (i) be maintained in a form acceptable to the Fund and in compliance with
rules and regulations of the Securities and Exchange Commission, (ii) be the
property of the Fund and at all times during the regular business hours of
Custodian be made available upon request for inspection by duly authorized
officers, employees or agents of the Company on behalf of the Fund and employees
or agents of the Securities and Exchange Commission, and (iii) if required to be
maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods
prescribed in Rule 31a-2 under the 1940 Act.
III.11 ACCOUNT REPORTS BY CUSTODIAN. Custodian shall furnish the Fund
----------------------------
with a daily activity statement, including a summary of all transfers to or from
the Custody Account, on the day following such transfers. At least monthly and
from time to time, Custodian shall furnish the Fund with a detailed statement of
the Securities and moneys held for the Fund under this Agreement.
III.12 OTHER REPORTS BY CUSTODIAN. Custodian shall provide the Fund with
--------------------------
such reports as the Fund may reasonably request from time to time on the
internal accounting controls and procedures for safeguarding Securities which
are employed by Custodian or any sub-custodian appointed pursuant to Section 3.3
above.
III.13 PROXIES AND OTHER MATERIALS. Unless otherwise instructed by
---------------------------
the Fund, Custodian shall promptly deliver to the
<PAGE>
Fund all notices of meetings, proxy materials (other than proxies) and other
announcements, which it receives regarding Securities held by it in the Custody
Account. Whenever Custodian or any of its agents receives a proxy with respect
to Securities in the Custody Account, Custodian shall promptly request
instructions from the Fund on how such Securities are to be voted, and shall
give such proxy, or cause it to be given, in accordance with such instructions.
If the Fund timely informs Custodian that the Fund wishes to vote any such
Securities in person, Custodian shall promptly seek to have a legal proxy
covering such Securities issued to the Fund. Unless otherwise instructed by the
Fund, neither Custodian nor any of its agents shall exercise any voting rights
with respect to Securities held hereunder.
III.14 INFORMATION ON CORPORATE ACTIONS. Unless otherwise instructed by
--------------------------------
the Fund, Custodian shall promptly transmit to the Fund all other written
information received by Custodian from issuers of Securities held in the Custody
Account. With respect to tender or exchange offers for such Securities, or
other corporate transactions involving such Securities, Custodian shall promptly
transmit to the Fund all written information received by Custodian from the
issuers of such Securities or from any party (or its agents) making any such
tender or exchange offer or participating in such other corporate transaction.
If the Fund desires, with respect to any such tender or exchange offer or
<PAGE>
other corporate transaction, to take any action that may be taken by it pursuant
to the terms of such offer or other transaction, the Fund shall notify Custodian
at least five Business Days prior to the date on which Custodian is to take such
action.
III.15 CO-OPERATION. Custodian shall cooperate with and supply necessary
------------
information to the entity or entities appointed by the Company on behalf of the
Fund to keep the books of account of the Fund and/or to compute the value of the
assets of the Fund.
<PAGE>
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
--------------------------------------------
IV.1 PURCHASE OF SECURITIES. Promptly upon each purchase of Securities
----------------------
for the Fund, Written Instructions shall be delivered to Custodian, specifying
(a) the name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units purchased, (c) the date of purchase and
settlement, (d) the purchase price per unit, (e) the total amount payable upon
such purchase, and (f) the name of the person to whom such amount is payable.
Custodian shall upon receipt of such Securities purchased by the Fund (or, if
the Securities are transferred by means of a private placement transaction, upon
the receipt of such Securities or payment instructions to Custodian which detail
specific Securities to be acquired) pay out of the moneys held for the account
of the Fund the total amount specified in such Written Instructions to the
person named therein.
IV.2 SALE OF SECURITIES. Promptly upon each sale of Securities by the
------------------
Fund, Written Instructions shall be delivered to Custodian, specifying (a) the
name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale and settlement, (d)
the sale price per unit, (e) the total amount payable upon
<PAGE>
such sale, and (f) the person to whom such Securities are to be delivered. Upon
receipt of the total amount payable to the Fund as specified in such Written
Instructions, Custodian shall deliver such Securities to the person specified in
such Written Instructions. Subject to the foregoing, Custodian may accept
payment in such form as shall be satisfactory to it, and may deliver Securities
and arrange for payment in accordance with the customs prevailing among dealers
in Securities.
IV.3 DELIVERY OF SECURITIES SOLD. Notwithstanding Section 4.2 above or
---------------------------
any other provision of this Agreement, Custodian, when instructed to deliver
Securities against payment, shall be entitled, but only if in accordance with
generally accepted market practice, to deliver such Securities prior to actual
receipt of final payment therefor and, exclusively in the case of Securities in
physical form, to deliver such Securities prior to receipt of payment. In any
such case, the Fund shall bear the risk that final payment for such Securities
may not be made or that such Securities may be returned or otherwise held or
disposed of by or through the person to whom they were delivered, and Custodian
shall have no liability for any of the foregoing.
IV.4 PAYMENT FOR SECURITIES SOLD, ETC. In its sole discretion and from
---------------------------------
time to time, Custodian may credit the Custody Account, prior to actual receipt
of final payment thereof, with (a) proceeds from the sale of Securities which it
has been instructed to deliver against payment, (b) proceeds from
<PAGE>
the redemption of Securities or other assets of the Fund, and (c) income from
cash, Securities or other assets of the Fund. Any such credit shall be
conditional upon actual receipt by Custodian of final payment and may be
reversed if final payment is not actually received in full. Custodian may, in
its sole discretion and from time to time, permit the Fund to use funds so
credited to the Custody Account in anticipation of actual receipt of final
payment. Any funds so used shall constitute an advance subject to Section 4.5
below.
IV.5 CLEARING CREDIT. Custodian may, in its sole discretion and from time
---------------
to time, advance funds to the Fund to facilitate the settlement of the Fund's
transactions in the Custody Account. Any such advance (a) shall be repayable
-
immediately upon demand made by Custodian, (b) shall be fully secured as
-
provided in Section 10.3 below, and (c) shall bear interest at such rate, and be
-
subject to such other terms and conditions, as Custodian and the Company on
behalf of the Fund may agree.
IV.6 FINAL PAYMENT. For purposes of this Agreement, "final payment" means
-------------
payment in funds which are (or have become) immediately available, under
applicable law are irreversible, and are not subject to any security interest,
levy, lien or other encumbrance.
<PAGE>
ARTICLE V
REDEMPTION OF FUND SHARES;
DIVIDENDS AND OTHER DISTRIBUTIONS
---------------------------------
V.1 TRANSFER OF FUNDS. From such funds as may be available for the
-----------------
purpose in the Custody Account, and upon receipt of Proper Instructions
specifying that the funds are required to redeem Shares or to pay dividends or
other distributions to holders of Shares, Custodian shall transfer each amount
specified in such Proper Instructions to such account of the Fund or of an agent
thereof (other than Custodian), at such bank, as the Fund may designate therein
with respect to such amount.
V.2 SOLE DUTY OF CUSTODIAN. Custodian's sole obligation with respect to
----------------------
the redemption of Shares and the payment of dividends and other distributions
thereon shall be its obligation set forth in Section 5.1 above, and Custodian
shall not be required to make any payments to the various holders from time to
time of Shares nor shall Custodian be responsible for the payment or
distribution by the Fund, or any agent designated in Proper Instructions given
pursuant to Section 5.1 above, of any amount paid by Custodian to the account of
the Fund or such agent in accordance with such Proper Instructions.
<PAGE>
ARTICLE VI
SEGREGATED ACCOUNTS
-------------------
Upon receipt of Proper Instructions, Custodian shall establish and maintain
a segregated account or accounts for and on behalf of the Fund, into which
account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account:
(a) in accordance with the provisions of any agreement among the
Company on behalf of the Fund, Custodian and a broker-dealer (or any futures
commission merchant), relating to compliance with the rules of The Options
Clearing Corporation or of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund,
(b) for purposes of segregating cash or Securities in connection with
securities options purchased or written by the Fund or in connection with
financial futures contracts (or options thereon) purchased or sold by the Fund,
(c) which constitute collateral for loans of Securities made by the
Fund,
(d) for purposes of compliance by the Fund with requirements under the
1940 Act for the maintenance of segregated accounts by registered investment
companies in connection with reverse repurchase agreements, when-issued, delayed
delivery and
<PAGE>
firm commitment transactions, and short sales of securities, and
(e) for other proper purposes, but only upon receipt of, in addition
to Proper Instructions, a copy of a resolution of the Board of Directors,
certified by an Officer, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper purposes of the
Fund.
ARTICLE VII
SECURITIES LENDING TRANSACTIONS
-------------------------------
VII.1 TRANSACTIONS. If and to the extent that the necessary funds and
------------
Securities have been entrusted to it under this Agreement (and unless the Fund
gives it Proper Instructions to do otherwise), Custodian from time to time shall
make for the account of the Fund the transfers of funds and deliveries of
Securities which the Fund is required to make pursuant to the Securities Loan
Agreement and shall receive for the account of the Fund the transfers of funds
and deliveries of Securities which the borrower under the Securities Loan
Agreement is required to make pursuant thereto. Custodian shall make and receive
all such transfers and deliveries pursuant to, and subject to the terms and
conditions of, the Securities Loan Agreement.
VII.2 COLLATERAL; EVENTS OF DEFAULT. Custodian shall daily mark to
-----------------------------
market, in the manner provided for in the Securities Loan Agreement, all loans
of Securities which may from time to time be outstanding thereunder. Custodian
shall promptly notify the Fund
<PAGE>
of any Default under the Securities Loan Agreement (as such term "Default" is
defined therein) of which it has actual knowledge.
VII.3 SECURITIES LOAN AGREEMENT. Custodian hereby acknowledges its
-------------------------
receipt from the Company on behalf of the Fund of a copy of the Securities Loan
Agreement. The Fund shall provide Custodian, prior to the effectiveness
thereof, with a copy of any amendment to the Securities Loan Agreement.
ARTICLE VIII
REPURCHASE TRANSACTIONS
-----------------------
VIII.1 TRANSACTIONS. If and to the extent that the funds and Securities
------------
have been entrusted to it under this Agreement (and unless the Fund gives it
Proper Instructions to do otherwise), Custodian from time to time shall make for
the account of the Fund the transfers of funds and deliveries of Securities
which the Fund is required to make pursuant to the Master Repurchase Agreement
and shall receive for the account of the Fund the transfers of funds and
deliveries of Securities which the seller under the Master Repurchase Agreement
is required to make pursuant thereto. Custodian shall make and receive all such
transfers and deliveries pursuant to, and subject to the terms and conditions
of, the Master Repurchase Agreement.
VIII.2 COLLATERAL; EVENTS OF DEFAULT. Custodian shall daily mark to market
-----------------------------
the Securities purchased by the Fund under the Master Repurchase Agreement and
held in the Custody Account,
<PAGE>
and shall give to the seller thereunder any such notice as may be required by
the Master Repurchase Agreement in connection with such mark-to-market.
Custodian shall promptly notify the Fund of any Event of Default by the seller
under the Master Repurchase Agreement (as such term "Event of Default" is
defined therein) of which it has actual knowledge.
VIII.3 MASTER REPURCHASE AGREEMENT. Custodian hereby acknowledges its
---------------------------
receipt from the Company on behalf of the Fund of a copy of the Master
Repurchase Agreement. The Fund shall provide Custodian, prior to the
effectiveness thereof, with a copy of any amendment to the Master Repurchase
Agreement.
<PAGE>
ARTICLE IX
CONCERNING THE CUSTODIAN
------------------------
IX.1 STANDARD OF CARE. Custodian shall be held to the exercise of
----------------
reasonable care in carrying out its obligations under this Agreement, and shall
be without liability to the Fund for any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability or claim which does not arise from
willful misfeasance, bad faith or negligence on the part of Custodian or
reckless disregard by Custodian of its obligations under this Agreement.
Custodian shall be entitled to rely on and may act upon advice of counsel on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. In no event shall Custodian be liable for
special or consequential damages or be liable in any manner whatsoever for any
action taken or omitted upon instructions from the Fund or any agent of the
Company on behalf of the Fund. Custodian shall not be under any obligation at
any time to ascertain whether the Fund is in compliance with the 1940 Act, the
regulations thereunder, the provisions of its charter documents or by-laws, or
its investment objectives, policies and limitations as in effect from time to
time.
IX.2 ACTUAL COLLECTION REQUIRED. Custodian shall not be liable for, or
--------------------------
considered to be the custodian of, any cash belonging to the Fund or any money
represented by a check, draft or other instrument for the payment of money,
until Custodian or
<PAGE>
its agents actually receive such cash or collect on such instrument.
IX.3 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the extent that
---------------------------------
it is in the exercise of reasonable care, Custodian shall not be responsible for
the title, validity or genuineness of any property or evidence of title thereto
received or delivered by it or its agents.
IX.4 LIMITATION ON DUTY TO COLLECT. Custodian shall promptly notify the
-----------------------------
Fund whenever any money or property due and payable from or on account of any
Securities held hereunder for the Fund is not timely received by it. Custodian
shall not, however, be required to enforce collection, by legal means or
otherwise, of any such money or other property not paid when due, but shall
receive the proceeds of such collections as may be effected by it or its agents
in the ordinary course of Custodian's custody and safekeeping business or of the
custody and safekeeping business of such agents.
IX.5 EXPRESS DUTIES ONLY. Custodian shall have no duties or obligations
-------------------
whatsoever except such duties and obligations as are specifically set forth in
this Agreement, and no covenant or obligation shall be implied in this Agreement
against Custodian. Custodian shall have no discretion whatsoever with respect to
the management, disposition or investment of the Custody Account and is not a
fiduciary to the Fund.
IX.6 COMPLIANCE WITH LAWS. Custodian undertakes to comply
--------------------
<PAGE>
with all applicable requirements of the Securities Act of 1933, the Securities
Exchange Act of 1934, the 1940 Act and the Commodities Exchange Act and any
laws, rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by Custodian hereunder. Except as
specifically set forth herein, Custodian assumes no responsibility for such
compliance by the Fund.
<PAGE>
ARTICLE X
INDEMNIFICATION
---------------
X.1 INDEMNIFICATION. The Fund shall indemnify and hold harmless
---------------
Custodian, any sub-custodian and any nominee of Custodian or any sub-custodian,
from and against any loss, damages, cost, expense (including attorneys' fees and
disbursements), liability (including, without limitation, liability arising
under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any federal or
state securities and/or banking laws) or claim arising directly or indirectly
(a) from the fact that Securities are registered in the name of any such
nominee, or (b) from any action or inaction by Custodian or such sub-custodian
or other agent (i) at the request or direction of or in reliance on the advice
of the Fund or any of its agents, or (ii) upon Proper Instructions, or (c)
generally, from the performance of its obligations under this Agreement,
provided that Custodian, any sub-custodian or any nominee of either of them
shall not be indemnified and held harmless from and against any such loss,
damage, cost, expense, liability or claim arising from Custodian's willful
misfeasance, bad faith, negligence or reckless disregard of its obligations
under this Agreement or, in the case of any sub-custodian or its nominee, from
such sub-custodian's willful misfeasance, bad faith, negligence or reckless
disregard of its obligations under the Agreement under which it is acting.
<PAGE>
X.2 INDEMNITY TO BE PROVIDED. If the Fund requests Custodian to take any
------------------------
action with respect to Securities, which may, in the opinion of Custodian,
result in Custodian or its nominee becoming liable for the payment of money or
incurring liability of some other form, Custodian shall not be required to take
such action until the Fund shall have provided indemnity therefor to Custodian
in an amount and form satisfactory to Custodian.
X.3 SECURITY. As security for the payment of any present or future
--------
obligation or liability of any kind which the Fund may have to Custodian with
respect to or in connection with the Custody Account or this Agreement, or which
the Fund may otherwise have to Custodian, the Fund hereby pledges to Custodian
all cash, Securities and other property of every kind which is in the Custody
Account or otherwise held for the Fund pursuant to this Agreement, and hereby
grants to Custodian a lien, right of set-off and continuing security interest in
such cash, Securities and other property.
X.4 LIMITATION. Notwithstanding any other provision of this Agreement,
----------
the obligations and liabilities of the Company on behalf of the Fund under this
Agreement are solely those of the Fund, and neither the Company generally nor
any of its other investment portfolios shall be responsible for any of such
obligations or liabilities.
<PAGE>
ARTICLE XI
FORCE MAJEURE
-------------
Neither Custodian nor the Fund shall be liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation.
<PAGE>
ARTICLE XII
REPRESENTATIONS AND WARRANTIES
------------------------------
Each of the Company on behalf of the Fund and Custodian represents and
warrants for itself that (a) it has all necessary power and authority to perform
its obligations hereunder, (b) the execution and delivery by it of this
Agreement, and the performance by it of its obligations under this Agreement,
have been duly authorized by all necessary action and will not violate any law,
regulation, charter, by-law, or other instrument, restriction or provision
applicable to it or by which it is bound, and (c) this Agreement constitutes a
legal, valid and binding obligation of it, enforceable against it in accordance
with its terms.
ARTICLE XIII
COMPENSATION OF CUSTODIAN
-------------------------
The Fund shall pay Custodian such fees and charges as are set forth in the
fee schedule annexed hereto as Exhibit C, as such fee schedule may from time to
time be revised by Custodian upon 14 days' prior written notice to the Fund. Any
annual fee or other charges payable by the Fund shall be paid monthly by
automatic deduction from the Custody Account. Expenses incurred by Custodian in
the performance of its services hereunder, and all other proper charges and
disbursements of the Custody Account, shall be charged to the Custody Account by
Custodian and paid therefrom.
<PAGE>
ARTICLE XIV
TAXES
-----
Any and all taxes, including any interest and penalties with respect
thereto, which may be levied or assessed under present or future laws or in
respect of the Custody Account or any income thereof shall be charged to the
Custody Account by Custodian and paid therefrom.
ARTICLE XV
AUTHORIZED PERSONS
------------------
XV.1 AUTHORIZED PERSONS. Custodian may rely upon and act in accordance
------------------
with any notice, confirmation, instruction or other communication received by it
from the Fund which is reasonably believed by Custodian to have been given or
signed on behalf of the Fund by any two of the Authorized Persons (one in the
case of Oral Instructions) designated by the Fund in Exhibit A hereto, as it may
from time to time be revised. The Fund may revise Exhibit A hereto at any time
by notice in writing to Custodian given in accordance with Article XVI below,
but no revision of Exhibit A hereto shall be effective until Custodian actually
receives such notice.
XV.2 INVESTMENT ADVISERS. Custodian may also act in accordance with any
-------------------
Written or Oral Instructions which are reasonably believed by Custodian to have
been given or signed by any two of the Authorized Persons (one in the case of
Oral Instructions) designated by any of the investment advisers of the
<PAGE>
Fund specified in Exhibit B hereto (if any) as it may from time to time be
revised. The Fund may reverse Exhibit B hereto at any time by notice in writing
to Custodian given in accordance with Article XVI below, and each investment
adviser specified in Exhibit B hereto (if any) may at any time by like notice
designate an Authorized Person or remove an Authorized Person previously
designated by it, but no revision of Exhibit B hereto (if any) and no
designation or removal by such investment adviser shall be effective until
Custodian actually receives such notice.
XV.3 ORAL INSTRUCTIONS. Custodian may rely upon and act in accordance
-----------------
with Oral Instructions. If Written Instructions confirming Oral Instructions are
not received by Custodian prior to a transaction, it shall in no way affect the
validity of the transaction authorized by such Oral Instructions or the
authorization of the Fund to effect such transaction. Custodian shall incur no
liability to the Fund in acting upon Oral Instructions. To the extent such Oral
Instructions vary from any confirming Written Instructions, Custodian shall
advise the Fund of such variance but unless confirming Written Instructions are
timely received, such Oral Instructions will govern. Either Custodian or Fund
may electronically record any instructions given by telephone and any other
telephone discussions with respect to the Custody Account.
<PAGE>
ARTICLE XVI
NOTICES
-------
Unless otherwise specified herein, all demands, notices, instructions, and
other communications to be given hereunder shall be sent, delivered or given to
the recipient at the address set forth after its name hereinbelow:
If to the Fund:
N/I SMALL CAP VALUE FUND
THE RBB FUND
Bellevue Park Corporate Center
400 Bellevue Parkway (Ste 100)
Wilmington, DE 19809
Attention: Charles D. Curtis, Jr.
----------------------
Telephone: (302) 791-1791
Facsimile: (302) 791-3067
If to Custodian:
CUSTODIAL TRUST COMPANY
101 Carnegie Center
Princeton, New Jersey 08540-6231
Attention: Vice President - Trust Operations
---------------------------------
Telephone: (609) 951-2320
Facsimile: (609) 951-2327
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XVI. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
<PAGE>
ARTICLE XVII
TERMINATION
-----------
Either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than sixty (60) days after the date of the giving of such
notice. Upon the date set forth in such notice this Agreement shall terminate,
and Custodian shall, upon receipt of a notice of acceptance by the successor
custodian, on that date (a) deliver directly to the successor custodian or its
agents all Securities (other than Securities held in a Book-Entry System or
Securities Depository) and cash then owned by the Fund and held by Custodian as
custodian, and (b) transfer any Securities held in a Book-Entry System or
Securities Depository to an account of or for the benefit of the Fund, provided
that the Fund shall have paid to Custodian all fees, expenses and other amounts
to the payment or reimbursement of which it shall then be entitled.
ARTICLE XVIII
MISCELLANEOUS
-------------
XVIII.1 BUSINESS DAYS. Nothing contained in this Agreement shall
-------------
require Custodian to perform any function or duties on a day other than a
Business Day.
XVIII.2 GOVERNING LAW. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of New York, without regard
to the conflict of law principles thereof.
<PAGE>
XVIII.3 REFERENCES TO CUSTODIAN. The Fund shall not circulate any
-----------------------
printed matter which contains any reference to Custodian without the prior
written approval of Custodian, excepting printed matter contained in the
prospectus or statement of additional information for the Fund and such other
printed matter as merely identifies Custodian as custodian for the Fund. The
Fund shall submit printed matter requiring approval to Custodian in draft form,
allowing sufficient time for review by Custodian and its counsel prior to any
deadline for printing.
XVIII.4 NO WAIVER. No failure by either party hereto to exercise,
---------
and no delay by such party in exercising, any right hereunder shall operate as a
waiver thereof. The exercise by either party hereto of any right hereunder
shall not preclude the exercise of any other right, and the remedies provided
herein are cumulative and not exclusive of any remedies provided at law or in
equity.
XVIII.5 AMENDMENTS. This Agreement cannot be changed orally and no
----------
amendment to this Agreement shall be effective unless evidenced by an instrument
in writing executed by the parties hereto.
XVIII.6 COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
<PAGE>
XVIII.7 SEVERABILITY. If any provision of this Agreement shall be
------------
invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions shall not be
affected or impaired thereby.
XVIII.8 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
----------------------
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be
-------- -------
assignable by either party hereto without the written consent of the other
party. Any purported assignment in violation of this Section 18.8 shall be
void.
XVIII.9 JURISDICTION. Any suit, action or proceeding with respect to
------------
this Agreement may be brought in the Supreme Court of the State of New York,
County of New York, or in the United States District Court for the Southern
District of New York, and the parties hereto hereby submit to the non-exclusive
jurisdiction of such courts for the purpose of any such suit, action or
proceeding, and hereby waive for such purpose any other preferential
jurisdiction by reason of their present or future domicile or otherwise.
XVIII.10 HEADINGS. The headings of sections in this Agreement are
--------
for convenience of reference only and shall not affect the meaning or
construction of any provision of this Agreement.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its representative
thereunto duly authorized, all as of the day and year first above written.
THE RBB FUND, INC.
WITH RESPECT TO AND ON BEHALF OF
N/I SMALL CAP VALUE FUND
By: /s/ Edward J. Roach
----------------------------
Name: Edward J. Roach
Title: President and Treasurer
CUSTODIAL TRUST COMPANY
By: /s/ Ronald D. Watson
----------------------------
Name: Ronald D. Watson
Title: President
<PAGE>
EXHIBIT A
---------
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by N/I SMALL CAP VALUE FUND to administer the Custody Account.
NAME SIGNATURE
---- ---------
_____________________________ _______________________________
_____________________________ _______________________________
_____________________________ _______________________________
_____________________________ _______________________________
<PAGE>
EXHIBIT B
---------
INVESTMENT ADVISERS
NUMERIC INVESTORS L.P.
<PAGE>
EXHIBIT C
---------
CUSTODY FEES AND TRANSACTION CHARGES
DOMESTIC FEES. The Fund shall pay Custodian the following fees for
assets maintained in the United States ("Domestic Assets") and charges for
transactions in the United States, all such fees and charges to be payable
monthly:
(1) an annual fee of the greater of 0.015% (one and one-half basis
points) per annum of the value of the Domestic Assets in the Custody Account or
$5,000, such fee to be based upon the total market value of such Domestic Assets
as determined on the last Business Day of the month for which such fee is
charged;
(2) a transaction charge of $12 for each receive or deliver of book-
entry Securities into or from the Custody Account (but not for any such receive
or deliver of book-entry Securities loaned by the Portfolio or constituting
collateral for a loan of Securities, or any such receive or deliver in a
repurchase transaction representing (a) a cash sweep investment for the Fund's
account or (b) the investment by the Fund of cash collateral for a loan of
Securities);
(3) a transaction charge of $25 for each receive or deliver into or
from the Custody Account of Securities in physical form;
(4) a transaction charge for each repurchase transaction in the
Custody Account which represents a cash sweep investment for the Fund's account,
computed, on the basis of a 360-day year and for the actual number of days such
repurchase transaction is
<PAGE>
outstanding, at a rate of 0.10% (ten basis points) per annum on the amount of
the purchase price paid by the Fund in such repurchase transaction;
(5) a charge of $10 for each "free" transfer of funds from the Custody
Account;
(6) an administrative fee for each purchase in the Custody Account of
shares or other interests in a money market or other fund, which purchase
represents a cash sweep investment for the Fund's account, computed for each day
that there is a positive balance in such fund to equal 1/365th of 0.10% (ten
basis points) on the amount of such positive balance for such day; and
(7) a service charge for each holding of Securities or other assets
sold by way of private placement or in such other manner as to require services
by Custodian which in its reasonable judgment are materially in excess of those
ordinarily required for the holding of publicly traded Securities in the United
States.
INTERNATIONAL FEES. The Fund shall pay Custodian fees for assets
------------------
maintained outside the United States ("Foreign Assets") and charges for
transactions outside the United States (including, without limitation, charges
for funds transfers and tax reclaims) in accordance with such schedule of fees
and charges for each country in which Foreign Assets are held as Custodian shall
from time to time provide to the Fund. Any asset-based fee shall be based upon
the total market value of the
<PAGE>
applicable Foreign Assets as determined on the last Business Day of the month
for which such fee is charged.
<PAGE>
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
(Boston Partners Market Neutral Fund)
(Institutional Class)
This supplemental agreement is entered into this 13th day of November,
1998, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT DISTRIBUTORS,
INC. ("PDI").
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and PDI
have entered into a Administrative Services Agreement, dated as of May 29, 1998
(as from time to time amended and supplemented, the "Administrative Services
Agreement"), pursuant to which PDI has undertaken to provide certain
administrative services to certain of the Fund's portfolios and classes, as more
fully set forth therein.
The Fund agrees with PDI as follows:
1. Adoption of Administrative Services Agreement. The Administrative
---------------------------------------------
Services Agreement is hereby adopted for the Boston Partners Market Neutral Fund
Institutional Class of Common Stock (Class III) of the Fund.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by PDI as provided in the Administrative
Services Agreement and herein, the Fund shall pay PDI a monthly fee, as well as
reimburse out-of-pocket expenses, on the first business day of each month, as
provided in the Administrative Services Agreement.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.
By: /s/ Edward J. Roach By: /s/Monroe Haegele
------------------------ ----------------------
<PAGE>
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of November 13, 1998 by and between THE RBB
FUND, INC., a Maryland corporation (the "Fund"), and PFPC, INC., a Delaware
corporation ("PFPC"), which is an indirect wholly-owned subsidiary of PNC Bank
Corp.
The Fund is registered as an open-end, non-diversified investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
The Fund wishes to retain PFPC to provide administration and accounting services
to its Boston Partners Market Neutral Fund (the "Portfolio"), and PFPC wishes to
furnish such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. Definitions.
-----------
(a) "1933 Act" means the Securities Act of 1933, as amended.
--------
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
--------
(c) "Authorized Person" means any officer of the Fund and any other
-------------------
person, duly authorized by the Fund's Board of Directors, to give Oral and
Written Instructions on behalf of the Fund and listed on the Certificate
attached hereto as Appendix B or any amendment thereto as may be received by
PFPC from time to time. An Authorized Person's scope of authority may be limited
by the Fund by setting forth such limitation on the Certificate.
1
<PAGE>
(d) "Book-Entry System" means Federal Reserve Treasury book-entry
-------------------
system for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book-entry system maintained by
an exchange registered with the SEC under the 1934 Act.
(e) "Oral Instructions" mean oral instructions received by PFPC from
-------------------
an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
-----
(g) "Shares" mean the shares of common stock of the Fund representing
--------
an interest in the Portfolio.
(h) "Property" means:
----------
(i) any and all securities and other investment items of the
Portfolio which the Fund may from time to time deposit, or
cause to be deposited, with PFPC or which PFPC may from
time to time hold for the Fund on behalf of the Portfolio;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of Shares which are received by
PFPC from time to time, from or on behalf of the Fund.
(i) "Written Instructions" mean written instructions signed by two
----------------------
Authorized Persons and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to provide administration
-----------
and accounting services to the Portfolio, in
2
<PAGE>
accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. Delivery of Documents.
---------------------
The Fund has provided or, where applicable, will provide PFPC with the
following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of PFPC to
provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements with
respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or agreements with
respect to the Portfolio;
(e) a copy of any additional administration agreement with respect to
the Portfolio;
(f) copies of any shareholder servicing agreements made in respect of
the Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. Compliance with Government Rules and Regulations.
------------------------------------------------
PFPC undertakes to comply with all applicable requirements of the 1933 Act,
the 1934 Act and the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to all duties to be
performed by PFPC hereunder. Except as specifically set forth herein, PFPC
assumes no responsibility for such compliance by the Fund.
5. Instructions.
------------
Unless otherwise provided in this Agreement, PFPC shall act only upon
oral and Written Instructions.
3
<PAGE>
PFPC shall be entitled to rely upon any Oral and Written Instructions
it receives from an Authorized Person (or from a person reasonably believed by
PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume
that any Oral or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or of
the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact that
such confirming Written Instructions are not received by PFPC shall in no way
invalidate the transactions or enforceability of the transactions authorized by
the Oral Instructions. The Fund further agrees that PFPC shall incur no
liability to the Fund in acting upon Oral or Written Instructions provided such
instructions reasonably appear to have been received from an Authorized Person.
6. Right to Receive Advice.
-----------------------
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any questions
-----------------
of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from
4
<PAGE>
such counsel of its own choosing (who may be counsel for the Fund, the Fund's
advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action.
7. Records.
-------
The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and Authorized
Persons shall have access to such books and records at all times during PFPC's
5
<PAGE>
normal business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by PFPC to the Fund or to an Authorized
Person at the Fund's expense to be paid from the assets of the Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolios books of
account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to maintain
pursuant to Rule 3la-1 of the 1940 Act and as specifically set
forth in Appendix B hereto.
8. Confidentiality.
---------------
PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present and
potential), unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such consent shall
not be unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly constituted authorities
(who may institute civil or criminal contempt proceedings for failure to
comply), PFPC shall not be required to seek the Fund's consent prior to
disclosing such information.
9. Liaison with Accountants.
------------------------
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules, all with respect to the Portfolio. PFPC shall take all
reasonable action
6
<PAGE>
in the performance of its obligations under this Agreement to assure that
the necessary information is made available to such accountants for the
expression of their opinion, as such may be required by the Fund from time to
time.
10. Disaster Recovery.
-----------------
PFPC shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, PFPC shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto.
11. Compensation.
------------
As compensation for services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or
fees as may be agreed to in writing by the Fund and PFPC.
7
<PAGE>
12. Indemnification.
---------------
The Fund agrees to indemnify and hold harmless PFPC and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act and the 1940 Act), and any state and foreign securities and blue sky laws,
and amendments thereto, and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any action which
PFPC takes or does not take (i) at the request or on the direction of or in
reliance on the advice of the Fund or (ii) upon Oral or Written Instructions.
Neither PFPC, nor any of its nominees, shall be indemnified against any
liability to the Fund or to its shareholders (or any expenses incident to such
liability) arising out of PFPC's own willful misfeasance, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
13. Responsibility of PFPC.
----------------------
PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed to by
PFPC in writing. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services provided for under
this Agreement. PFPC shall be responsible for failure to perform its duties
under this Agreement arising out of PFPC's gross negligence. Notwithstanding the
foregoing, PFPC shall not be responsible for losses beyond its control, provided
8
<PAGE>
that PFPC has acted in accordance with the standard of care set forth above; and
provided further that PFPC shall only be responsible for that portion of losses
or damages suffered by the fund that are attributable to the gross negligence of
PFPC.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability to the Fund for any consequential, special or indirect losses
or damages which the Fund may incur or suffer by or as a consequence of PFPC's
performance of the services provided hereunder, whether or not the likelihood of
such losses or damages was known by PFPC.
14. Description of Accounting Services on a Continuing Basis.
--------------------------------------------------------
PFPC will perform the following accounting functions with respect to
the Portfolio if required:
(i) Journalize investment, capital share and income and expense
activities;
9
<PAGE>
(ii) verify investment buy/sell trade tickets when received from the
investment advisor (the "Advisor") and transmit trades to the
Fund's foreign custodian (the "Custodian") for proper
settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances with the Custodian, and
provide the Advisor with the beginning cash balance available
for investment purposes;
(vi) Update the cash availability throughout the day as required by
the Advisor;
(vii) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and
----
custody fees);
(ix) Monitor the expense accruals and notify an officer of the Fund
of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements upon
Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing services
approved by the Advisor, or if such quotes are unavailable,
then obtain such prices from Advisor, and in either case
calculate the market value of the investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to the
Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which includes the
following items:
10
<PAGE>
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. Description of Administration Services on a Continuing Basis.
------------------------------------------------------------
PFPC will perform the following administration services
with respect to the Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) (a) Assist in the preparation of support schedules necessary
for completion of federal and state tax returns; or (b) prepare
for execution and file the Fund's federal and state tax
returns;
(iv) (a) Assist in the preparation of Semi-Annual Reports with the
SEC on Form N-SAR; or (b) prepare and file the Fund's Semi-
Annual Reports with the SEC on Form N-SAR.
(v) Assist in the preparation of annual, semi-annual, and quarterly
shareholder reports; or (b) prepare and file with the SEC the
Fund's annual, semi-annual, and quarterly shareholder reports;
(vi) Assist with the preparation of registration statements and
other filings relating to the registration of Shares;
(vii) Monitor the Portfolio's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of
1986, as amended; and
(viii) Coordinate contractual relationships and communications between
the Fund and its service providers.
16. Duration and Termination.
------------------------
This Agreement shall continue until terminated by the Fund or by PFPC
on sixty (60) days' prior written notice to the other party.
11
<PAGE>
17. Notices.
-------
All notices and other communications, including written Instructions,
shall be in writing or by confirming telegram, cable, telex or facsimile sending
device. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given three days after
it has been mailed. If notice is sent by messenger, it shall be deemed to have
been given on the day it is delivered. Notices shall be addressed (a) if to PFPC
at PFPC's address, 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to
the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at
such other address as shall have been notified to the sender of any such Notice
or other communication.
18. Amendments.
----------
This Agreement, or any term thereof, may be changed or waived only by
written amendment, signed by the party against whom enforcement of such change
or waiver is sought.
19. Delegation.
----------
PFPC may assign its rights and delegate its duties hereunder to any
wholly owned director indirect subsidiary of PNC Bank, National Association or
PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate agrees with PFPC to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide
such information as the Fund may request, and
12
<PAGE>
respond to such questions as the Fund may ask, relative to the delegation,
including (without limitation) the capabilities of the delegate.
20. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
21. Further Actions.
---------------
Each Party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
22. Miscellaneous.
-------------
This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to delegated and/or
Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and
13
<PAGE>
shall inure to the benefit off the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.
PFPC, INC.
By: /s/ Signature Illegible
--------------------------
THE RBB FUND, INC.
By: /s/ Edward J. Roach
--------------------------
Edward J. Roach
President & Treasurer
14
<PAGE>
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Market Neutral Fund)
(Institutional and Investor Classes)
This supplemental agreement is entered into this 13th day of November,
1998 by and between THE RBB FUND, INC. (the "Company") and PFPC, Inc., a
Delaware corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Company with
respect to the Shares of the Company, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
-------------------------------------
Agreement is hereby adopted for the Boston Partners Market Neutral Fund (the
"Fund") Institutional Class of Common Stock (Class III) and Investor Class of
Common Stock (Class JJJ) of the Fund.
2. Compensation. As compensation for the services rendered by the
------------
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to each Class of the Fund, monthly fees
that shall be agreed to from time to time by the Company and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PFPC, INC.
By: /s/ Edward J. Roach By: /s/signature illegible
------------------------ --------------------------
Edward J. Roach
President & Treasurer
<PAGE>
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(n/i Small Cap Value Fund)
This supplemental agreement is entered into this 30th day of November,
1998, by and between THE RBB FUND, INC. (the "Fund") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the Shares of the Fund, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
-------------------------------------
Agreement is hereby adopted for the n/i Small Cap Value Fund (the "Fund") Class
of Common Stock (Class MMM) of the Fund. This shall constitute a "Class" as
referred to in the Transfer Agency Agreement and its shares shall be "Shares" as
referred to therein.
2. Compensation. As compensation for the services rendered by the
------------
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to each Class of the Fund, monthly fees
that shall be agreed to from time to time by the Fund and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services,
as shall be agreed to from time to time by the Fund and the Transfer Agent.
3. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PFPC INC.
By: /s/ Edward J. Roach By: /s/ Signature Illegible
--------------------------- ---------------------------
President and Treasurer
<PAGE>
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of November 30, 1998 by and between THE RBB
FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware
corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Bank
Corp.
The Fund is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Fund wishes to retain PFPC, to provide administration and
accounting services to its n/i Small Cap Value Fund (the "Portfolio"), and PFPC
wishes to furnish such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. Definitions.
-----------
(a) "1933 Act" means the Securities Act of 1933, as amended.
--------
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
--------
(c) "Authorized Person" means any officer of the Fund and any other
-----------------
person, duly authorized by the Fund's Board of Directors, to give Oral and
Written Instructions on behalf of the Fund and listed on the Certificate
attached hereto as Appendix B or any amendment thereto as may be received by
PFPC from time to
<PAGE>
time. An Authorized Person's scope of authority may be limited by the Fund by
setting forth such limitation on the Certificate.
(d) "Book-Entry System" means Federal Reserve Treasury book-entry system
-----------------
for United States and federal agency securities, its successor or successors,
and its nominee or nominees and any book-entry system maintained by an exchange
registered with the SEC under the 1934 Act.
(e) "Oral Instructions" mean oral instructions received by PFPC from an
-----------------
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
---
(g) "Shares" mean the shares of common stock of the Fund representing an
------
interest in the Portfolio.
(h) "Property" means:
--------
(i) any and all securities and other investment items of the
Portfolio which the Fund may from time to time deposit, or
cause to be deposited, with PFPC or which PFPC may from time to
time hold for the Fund on behalf of the Portfolio;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of Shares which are received by PFPC
from time to time, from or on behalf of the Fund.
2
<PAGE>
(i) "Written Instructions" mean written instructions signed by two
--------------------
Authorized Persons and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. Appointment.
-----------
The Fund hereby appoints PFPC to provide administration and accounting
services to the Portfolio, in accordance with the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to furnish such services.
3. Delivery of Documents.
---------------------
The Fund has provided or, where applicable, will provide PFPC with the
following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of PFPC to
provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements with
respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or agreements with
respect to the Portfolio;
(e) a copy of any additional administration agreement with respect to
the Portfolio;
(f) copies of any shareholder servicing agreements made in respect of
the Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
3
<PAGE>
4. Compliance with Government Rules and Regulations. PFPC undertakes to
------------------------------------------------
comply with all applicable requirements of the 1933 Act, the 1934 Act and the
1940 Act, and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to all duties to be performed by PFPC hereunder.
Except as specifically set forth herein, PFPC assumes no responsibility for such
compliance by the Fund.
5. Instructions.
------------
Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written Instructions
it receives from an Authorized Person (or from a person reasonably believed by
PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume
that any Oral or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or of
the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact that
such confirming Written Instructions are not received by PFPC shall in no way
invalidate the transactions or enforceability of the transactions authorized by
the Oral Instructions. The Fund further agrees that PFPC shall incur no
liability to the Fund in acting upon
4
<PAGE>
Oral or Written Instructions provided such instructions reasonably appear to
have been received from an Authorized Person.
6. Right to Receive Advice.
-----------------------
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any questions
-----------------
of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in
5
<PAGE>
accordance with such directions, advice or Oral or Written Instructions unless,
under the terms of other provisions of this Agreement, the same is a condition
of PFPC's properly taking or not taking such action.
7. Records.
-------
The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and Authorized
Persons shall have access to such books and records at all times during PFPC's
normal business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by PFPC to the Fund or to an Authorized
Person at the Fund's expense to be paid from the assets of the Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolio's books of
account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act and as specifically set
forth in Appendix B hereto.
8. Confidentiality.
---------------
PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present and
potential), unless the
6
<PAGE>
release of such records or information is otherwise consented to, in
writing, by the Fund. The Fund agrees that such consent shall not be
unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly constituted
authorities (who may institute civil or criminal contempt proceedings for
failure to comply), PFPC shall not be required to seek the Fund's consent
prior to disclosing such information.
9. Liaison with Accountants.
------------------------
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and
other audit-related schedules, all with respect to the Portfolio. PFPC
shall take all reasonable action in the performance of its obligations
under this Agreement to assure that the necessary information is made
available to such accountants for the expression of their opinion, as such
may be required by the Fund from time to time.
10. Disaster Recovery.
-----------------
PFPC shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, PFPC shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto.
7
<PAGE>
11. Compensation.
------------
As compensation for services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or
fees as may be agreed to in writing by the Fund and PFPC.
12. Indemnification. The Fund agrees to indemnify and hold harmless PFPC and
-----------------
its nominees from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the 1933
Act, the 1934 Act and the 1940 Act, and any state and foreign securities and
blue sky laws, and amendments thereto, and expenses, including (without
limitation) attorneys' fees and disbursements, arising directly or indirectly
from any action which PFPC takes or does not take (i) at the request or on the
direction of or in reliance on the advice of the Fund or (ii) upon Oral or
Written Instructions. Neither PFPC, nor any of its nominees, shall be
indemnified against any liability to the Fund or to its shareholders (or any
expenses incident to such liability) arising out of PFPC's own willful
misfeasance, gross negligence or reckless disregard of its duties and
obligations under this Agreement.
13. Responsibility of PFPC.
----------------------
PFPC shall be under no duty to take any action on behalf of the Fund except as
specifically set forth herein or as may be specifically agreed to by PFPC in
writing. PFPC shall be obligated to exercise care and diligence in the
performance of
8
<PAGE>
its duties hereunder, to act in good faith and to use its best efforts, within
reasonable limits, in performing services provided for under this Agreement.
PFPC shall be responsible for failure to perform its duties under this Agreement
arising out of PFPC's gross negligence. Notwithstanding the foregoing, PFPC
shall not be responsible for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above; and provided
further that PFPC shall only be responsible for that portion of losses or
damages suffered by the fund that are attributable to the gross negligence of
PFPC.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability to the Fund for any consequential, special or indirect losses
or damages which the Fund may incur or suffer by or as a consequence of PFPC's
9
<PAGE>
performance of the services provided hereunder, whether or not the likelihood of
such losses or damages was known by PFPC.
14. Description of Accounting Services on a Continuing Basis.
-------------------------------------------------- -----
PFPC will perform the following accounting functions with respect to the
Portfolio if required:
(i) Journalize investment, capital share and income and
expense activities;
(ii) verify investment buy/sell trade tickets when received
from the investment advisor (the "Advisor") and
transmit trades to the Fund's foreign custodian (the
"Custodian") for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances with the
Custodian, and provide the Advisor with the beginning
cash balance available for investment purposes;
(vi) Update the cash availability throughout the day as
required by the Advisor;
(vii) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory
-----
and custody fees);
(ix) Monitor the expense accruals and notify an officer of
the Fund of any proposed adjustments;
(x) Control all disbursements and authorize such
disbursements upon Written Instructions;
(xi) Calculate capital gains and losses;
10
<PAGE>
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing
services approved by the Advisor, or if such quotes are
unavailable, then obtain such prices from Advisor, and
in either case calculate the market value of the
investments;
(xiv) Transmit or mail a copy of the daily portfolio
valuation to the Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required,
portfolio average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will
include the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. Description of Administration Services on a Continuing Basis.
------------------------------------------------------------
PFPC will perform the following administration services with respect to
the Portfolio:
(i) Prepare quarterly broker security transactions
summaries;
(ii) Prepare monthly security transaction listings;
(iii) (a) Assist in the preparation of support schedules
necessary for completion of federal and state tax
returns; or (b) prepare for execution and file the
Fund's Federal and state tax returns;
(iv) (a) Assist in the preparation of Semi-
11
<PAGE>
Annual Reports with the SEC on Form N-SAR; or (b)
prepare and file the Fund's Semi-Annual Reports with
the SEC on Form N-SAR.
(v) (a) Assist in the preparation of annual, semi-annual,
and quarterly shareholder reports; or (b) prepare and
file with the SEC the Fund's annual, semi-annual, and
quarterly shareholder reports;
(vi) Assist with the preparation of registration statements
and other filings relating to the registration of
Shares;
(vii) Monitor the Portfolio's status as a regulated
investment company under SubChapter M of the Internal
Revenue Code of 1986, as amended; and
(viii) Coordinate contractual relationships and
communications between the Fund and its service
providers.
16. Duration and Termination.
------------------------
This Agreement shall continue until terminated by the Fund or by PFPC on
sixty (60) days' prior written notice to the other party.
17. Notices.
-------
All notices and other communications, including written Instructions,
shall be in writing or by confiding telegram, cable, telex or facsimile sending
device. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given three days after
it has been mailed. If notice is sent by messenger, it shall be deemed to have
been given on the day it is
12
<PAGE>
delivered. Notices shall be addressed (a) if to PFPC at PFPC's address, 400
Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address
of the Fund; or (c) if to neither of the foregoing, at such other address as
shall have been notified to the sender of any such Notice or other
communication.
18. Amendments.
----------
This Agreement, or any term thereof, may be changed or waived only by
written amendment, signed by the party against whom enforcement of such change
or waiver is sought.
19. Delegation.
----------
PFPC may assign its rights and delegate its duties hereunder to any
wholly owned direct or indirect subsidiary of PNC Bank, National Association or
PNC Bank Corp, provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate agrees with PFPC to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate.
20. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
13
<PAGE>
21. Further Actions.
---------------
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
22. Miscellaneous.
-------------
This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to delegated and/or
Oral Instructions.
14
<PAGE>
The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction
or effect.
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.
PFPC INC.
By:/s/signature illegible
----------------------
Title:
THE RBB FUND, INC.
By: /s/Edward J. Roach
-------------------
President and Treasurer
15
<PAGE>
CO-ADMINISTRATION AGREEMENT
CO-ADMINISTRATION AGREEMENT, made as of the 30th day of November, 1998 between
The Numeric Family of The RBB Fund, Inc., a Maryland corporation (the "Fund")
and Bear Stearns Funds Management Inc., a New York corporation (the "Co-
Administrator").
WITNESSETH:
-----------
WHEREAS, the Fund, consisting of the series named on Schedule 1, hereto, as
such Schedule may be revised from time to time (each a "Series"), is a
diversified open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund has retained an investment adviser for the purpose of
investing its assets in securities and desires to retain the Co-Administrator
for certain administrative services, and the Co-Administrator is willing to
furnish such administrative services on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. Appointment. The Fund hereby appoints the Co-Administrator to provide the
-----------
services set forth below, subject to
<PAGE>
the overall supervision of the Board of Directors of the Fund (the "Board") for
the period and on the terms set forth in this Agreement. The Co-Administrator
hereby accepts such appointment and agrees during such period to render the
services herein described and to assume the obligations herein set forth; for
the compensation herein provided.
2. Description of Services. Subject to the supervision of the Board and the
-----------------------
officers of the Fund, the Co-Administrator shall provide office facilities and
personnel to assist the officers of the Fund in the performance of the following
services:
(a) Review of all materials filed with the Securities and Exchange
Commission ("SEC") on behalf of the Fund (e.g., N-SAR, amendments to
registration statements on Form N-IA, periodic reports to shareholders, proxy
statements, etc.) and monitor EDGAR filing of the same;
(b) Assist in the negotiation of fees for services rendered to the Series;
(c) Assist both the Adviser and the Series in the preparation of materials
for periodic Board meetings and committees thereof;
<PAGE>
(d) Oversee the determination and publication of each Series' net asset
value in accordance with each Series' policy as adopted from time to time by the
Board;
(e) Oversee the maintenance by PFPC Inc. of certain books and records of
each Series as required under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and maintain (or oversee the maintenance by such
other persons as approved by the Board) such other books and records (other than
those maintained by the investment adviser) required by law or for the proper
operation of each Series;
(f) Assist in the preparation and review of each Series' federal, state
and local income tax returns and any other required tax return (other than those
filings relating to a shareholder's holdings in each Series, which will be
handled by PFPC Inc., in the capacity of transfer agent);
(g) Assist in the preparation and review of year-end shareholder tax
notifications for dividends and distributions paid by each Series during the
calendar and/or fiscal year;
(h) Assist with the preparation, review and approval by officers of the
Fund and the Adviser, the financial
<PAGE>
information for each Series' semi-annual, annual and other periodic reports,
proxy statements and other communications with shareholders or otherwise to be
sent to each Series' shareholders, and coordinate for the printing and
dissemination of such reports and communications to shareholders;
(i) Assist with the preparation and dissemination of statistical
information and research data to outside reporting agencies;
(j) Prepare and/or assist with the preparation of reports relating to the
business and affairs of the Fund as may be mutually agreed upon and not
otherwise appropriately prepared by the Fund Adviser, custodian, Co-
Administrator and accounting agent, transfer agent, legal counsel or independent
accountants;
(k) Consult with the Fund's officers, independent accountants, legal
counsel, custodian, Co-Administrator and accounting agent, and transfer and
dividend disbursing agent in establishing the accounting policies of each
Series;
(l) Review and assist with the computation of the amount of dividends and
distributions to be paid by each Series;
(m) Provide communication and coordination services
<PAGE>
with regard to the Fund's investment adviser, transfer and disbursing agent,
custodian and other service providers that render recordkeeping or shareholder
communication services to the Fund; and
(n) Develop and implement procedures to assist the Adviser in monitoring,
on a monthly basis, the Series' compliance with regulatory requirements,
specifically compliance with the Fund's prospectus, diversification and other
requirements under the Investment Company Act, and each Series' income
diversification requirements under Subchapter M of the Internal Revenue Code of
1986, as amended.
All services are to be furnished through the medium of any directors, officers
or employees of the Co-Administrator as the Co-Administrator deems appropriate
in order to fulfill its obligations hereunder.
Each party shall bear all its own expenses incurred in connection with this
Agreement, except as noted below.
3. Compensation. The Fund will pay the Co-Administrator a monthly fee
------------
calculated at the annual rate of 0.05% of the first $150 million of each Series'
average daily net assets and 0.02% on all assets above $150 million of each
Series' average daily
<PAGE>
net assets. Average daily net assets are based on the net asset value on each
day the New York Stock Exchange is open for business. In addition to the fee,
the Fund, on behalf of each Series, may be required to reimburse to the Co-
Administrator all out-of-pocket expenses incurred by the Co-Administrator for
attendance at any meeting (outside of the New York metropolitan area) of the
Board, or any committees of such Board, or at any other meetings or
presentations for which the Co-Administrator is required to attend.
4. Responsibility of the Co-Administrator. The Co-Administrator assumes no
--------------------------------------
responsibility under this Agreement other than to render the services called for
hereunder, and specifically assumes no responsibilities for investment advice or
the investment or reinvestment of the Fund's assets.
5. Indemnification. The Co-Administrator shall not be liable to the Fund for
---------------
any action taken or omitted to be taken by the Co-Administrator in connection
with the performance of any of its duties or obligations under this Agreement,
and the Fund shall indemnify the Co-Administrator and hold it harmless from and
against all damages, liabilities, costs and expenses (including reasonable
attorneys' fees and amounts reasonably paid in settlement) incurred by the Co-
Administrator in or by reason of any pending, threatened or completed action,
suit,
<PAGE>
investigation or other proceeding (including an action or suit by or in the
right of the Fund or its security shareholders) arising out of or otherwise
based upon any action actually or allegedly taken or omitted to be taken by the
Co-Administrator in connection with the performance of any of its duties or
obligations under this Agreement; provided, however, that nothing contained
herein shall protect or be deemed to protect the Co-Administrator against or
entitle or be deemed to entitle the Co-Administrator to indemnification in
respect of any liability to the Fund or its security holders to which the Co-
Administrator would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its duties and obligations under this Agreement.
6. Duration and Termination. This Agreement shall become effective as of the
------------------------
date hereof and shall thereafter continue in effect unless terminated as herein
provided. This Agreement may be terminated by either party hereto (without
penalty) at any time by giving not less than 60 days' prior written notice to
the other party hereto.
7. Services to Others. The services of the Co-Administrator to the Fund
------------------
hereunder are not exclusive and nothing in this Agreement shall limit or
restrict the right of the Co-
<PAGE>
Administrator to engage in any other business or to render services of any kind
to any other corporation, firm, individual or association. The Co-Administrator
shall be deemed to be an independent contractor, unless otherwise expressly
provided or authorized by this Agreement.
8. References to the Co-Administrator. During the term of this Agreement,
----------------------------------
the Fund agrees to furnish the Co-Administrator at the principal office of the
Co-Administrator prior to use thereof all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared for
distribution to shareholders of the Fund or the public that refer in any way to
the Co-Administrator. If the Co-Administrator reasonably objects in writing to
such references within five business days (or such other time as may be mutually
agreed) after receipt thereof, the Fund will modify such references in a manner
reasonably satisfactory to the Co-Administrator. In the event of termination of
this Agreement, the Fund will continue to furnish to the Co-Administrator copies
of any of the above-mentioned materials that refer in any way to the Co-
Administrator and, as soon as practicable after such termination, shall
eliminate all references to the Co-Administrator in all written materials used
thereafter. The Fund shall furnish or otherwise make available to the Co-
Administrator such other information relating to the business affairs of the
Fund as the Co-
<PAGE>
Administrator at any time, or from time to time, reasonably requests in order to
discharge its obligations hereunder.
9. Amendments. This Agreement may be amended only by mutual written consent.
----------
10. Notices. Any notice or other communication required to be given pursuant
-------
to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Co-Administrator at 245 Park
Avenue, 15th floor, New York, New York 10167, Attention: Frank J. Maresca,
Executive Vice President or (2) to the Fund at 400 Bellevue Parkway, Wilmington,
DE 19809, Attention: Edward Roach, President.
11. Entire Agreement. This Agreement sets forth the entire agreement and
----------------
understanding of the parties hereto solely with respect to the matters covered
hereby and the relationship between the Fund and Bear Stearns Funds Management
Inc. as Co-Administrator. The Co-Administrator Agreement by and between the
Fund and the Co-Administrator dated as of May 31, 1996 is hereby terminated and
shall have no further force or effect as of the date hereof. Nothing in this
Agreement shall govern, restrict or limit in any respect any other business
dealings between the parties hereto unless otherwise expressly provided herein.
<PAGE>
12. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New York without reference to choice of
law principles thereof and in accordance with the Investment Company Act. In
the case of any conflict the Investment Company Act shall control.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE NUMERIC FAMILY
of
THE RBB FUND, INC.
By: /s/ Edward J. Roach
--------------------------------
Name: Edward J. Roach
Title: President and Treasurer
BEAR STEARNS FUNDS MANAGEMENT INC.
By: /s/ Frank J. Maresca
-------------------------------
Name: Frank J. Maresca
Title: President
<PAGE>
SCHEDULE I
THE NUMERIC FAMILY
------------------
n/i Micro Cap Fund
n/i Growth Fund
n/i Growth & Value Fund
n/i Larger Cap Value Fund
n/i Small Cap Value Fund
<PAGE>
ADMINISTRATIVE SERVICES AGREEMENT
---------------------------------
This Agreement is made as of the 30th day of November, 1998, by and
between THE RBB FUND, INC., a Maryland corporation (the "Fund"), on behalf of
its n/i Small Cap Value Fund ( the "Portfolio") and PROVIDENT DISTRIBUTORS, INC.
("Provident"), a Delaware corporation.
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain Provident to provide certain
administrative services to the Portfolio, and Provident is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Provident to provide
-----------
certain administrative services to the Portfolio for the period and on the terms
set forth in this Agreement. Provident accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 6 of this Agreement. Provident agrees to comply with all relevant
provisions of the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and 1940 Act and applicable rules and regulations
thereunder.
<PAGE>
2. Services on a Continuing Basis. Subject to the supervision and
------------------------------
direction of the Board of Directors of the Fund, Provident undertakes to perform
the following administrative services for the Portfolio:
(a) Making available office facilities, as requested by the Fund,
(which may be in the offices of Provident or a corporate affiliate);
(b) Furnishing data processing services, clerical services and certain
internal quasi-legal, executive and administrative services;
(c) Furnish an 800 telephone line for shareholder inquires and
otherwise assist in the preparation of shareholder communications and notices as
requested by the Fund or the investment adviser to the Portfolio (the
"Investment Adviser").
(d) Assisting in coordinating the preparation of reports to the
Portfolio's shareholders of record and the Securities and Exchange Commission
(the "SEC") including, but not limited to, proxy statements; annual, semi-annual
and quarterly reports to Shareholders; annual and semi-annual reports on Form N-
SAR; and post-effective amendments to the Fund's Registration Statement on Form
N-1A (the "Registration Statement");
(e) Assisting the Investment Adviser, at the Investment Adviser's
request, in monitoring and developing compliance procedures which will include,
among other matters, procedures to assist the Investment Adviser in monitoring
compliance with the Portfolio's investment objective, policies,
<PAGE>
restrictions, tax matters and applicable laws and regulations; and
(f) Acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
administrator and taking all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, Provident shall act in
conformity with applicable law, the Fund's Articles of Incorporation and By-
Laws, and all amendments thereto, and the Portfolio's investment objective,
investment policies and other practices and policies set forth in the Fund's
Registration Statement, as such Registration Statement and practices and
policies may be amended from time to time.
3. Books and Records. In connection with the services provided under this
-----------------
Agreement, Provident shall maintain such books and records, as required by the
Fund, of the Fund's reports or filings with the Portfolio's shareholders, the
SEC authorities and other required reports and documents prepared, filed or
distributed on behalf of the Fund.
The books and records pertaining to the Fund or any Portfolio that are in
the possession of Provident shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Fund, or the
<PAGE>
Fund's authorized representatives, shall have access to such books and records
at all times during Provident's normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
Provident to the Fund or the Fund's authorized representative at the Fund's
expense.
4. Confidentiality. Provident agrees on behalf of itself and its
---------------
employees to treat confidentially all records and other information relative to
the Fund or any Portfolio and its prior, present or potential shareholders and
relative to the Investment Adviser and its prior, present or potential
customers, except, after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where Provident may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
5. Right to Receive Advice.
-----------------------
(a) Advice of Fund. If Provident is in doubt as to any action to be
--------------
taken or omitted by it, it may request, and shall receive, directions or advice
from the Fund.
(b) Advice of Counsel. If Provident is in doubt as to any question of
-----------------
law involved in any action to be taken or omitted by Provident, it may request
advice at its own cost from counsel of its own choosing (who may be counsel for
the Investment Adviser, the Fund or Provident, at the option of Provident).
<PAGE>
(c) Conflicting Advice. In case of conflict between directions or
------------------
advice received by Provident pursuant to subsection (a) of this paragraph and
advice received by Provident pursuant to subsection (b) of this paragraph,
Provident shall be entitled to rely on and follow the advice received pursuant
to the latter provision alone.
(d) Protection of Provident. Provident shall be protected in any
-----------------------
action or inaction which it takes in reliance on any directions or advice
received pursuant to subsections (a) or (b) of this paragraph which Provident,
after receipt of any such directions or advice in good faith believes to be
consistent with such directions or advice. However, nothing in this paragraph
shall be construed as imposing upon Provident any obligation (i) to seek such
directions or advice or (ii) to act in accordance with such directions or advice
when received. Nothing in this subsection shall excuse Provident when an action
or omission on the part of Provident constitutes willful misfeasance, bad faith,
negligence or reckless disregard by Provident of its duties under this
Agreement.
6. Compensation. In consideration of services rendered pursuant to
------------
this Agreement, the Fund will pay Provident on the first business day of each
month a fee for the previous month, calculated daily. The Fund will also
reimburse Provident for its out-of-pocket expenses incurred on behalf of the
Fund, including but not limited to, postage, telephone, telex and Federal
Express charges. The annual fee shall be .15% of the Portfolio's average
<PAGE>
daily net assets exclusive of out-of-pocket expenses. Upon any termination of
this Agreement before the end of any month, the fee for such part of a month
shall be prorated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to Provident, the value
of the Portfolio's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus and Statement of Additional Information as
from time to time in effect. The annual fee paid to Provident hereunder may be
amended upon terms as may be specifically agreed to in writing from time to time
by the Fund and Provident.
7. Indemnification. The Fund agrees to indemnify and hold harmless
---------------
Provident and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising under
federal securities and commodities laws and any state and foreign securities and
Blue Sky laws, all as or to be amended from time to time) and expenses,
including (without limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which Provident takes or does or
omits to take or do pursuant to the terms of this Agreement or otherwise at the
request or on the direction of or in reliance on the advice of the Fund,
provided, that neither Provident nor any of its nominees shall be indemnified
against any liability to the Fund or to its Shareholders (or any expenses
incident to such
<PAGE>
liability) arising out of Provident's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations under this
Agreement.
8. Responsibility of Provident. Provident shall be under no duty to
---------------------------
take any action on behalf of the Fund, except as specifically set forth herein
or as may be specifically agreed to by Provident in writing. In the performance
of its duties hereunder, Provident shall be obligated to exercise care and
diligence and to act in good faith and to use its best efforts within reasonable
limits in performing services provided for under this Agreement.
Provident shall be responsible for its own negligent failure to
perform its duties under this Agreement. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Provident in connection
with its duties under this Agreement shall not be under any duty or obligation
to inquire into and shall not be liable for or in respect of (a) the validity or
invalidity or authority or lack thereof of any notice or other instrument which
conforms to the applicable requirements of this Agreement, and which Provident
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond Provident's control, including acts
of civil or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply.
<PAGE>
9. Duration and Termination. This Agreement shall continue until
------------------------
terminated by the Fund or Provident on 60 days' written notice.
10. Notices. All notices and other communications hereunder
-------
(collectively referred to as "Notice" or "Notices" in this Paragraph), shall be
in writing or by confirming telegram, Cable, telex or facsimile sending device.
Notices shall be addressed (a) if to Provident at Provident's address, Four
Falls Corporate Center, 6/th/ Floor, West Conshohocken, PA 19428; (b) if to the
Fund, at 400 Bellevue Parkway, Wilmington, DE 19809; or (c) if to neither of the
foregoing, at such other address as shall have been notified to the sender of
any such Notice or other communication. If the location of the sender of a
Notice or other communication and the address of the addressee thereof are, at
the time of sending more than 100 miles apart, the Notice may be mailed, in
which case it shall be deemed to have been given three days after it is sent, or
if sent by confirming telegram, cable, telex, or facsimile sending device
charges arising from the sending of a Notice hereunder shall be paid by the
sender.
11. Further Actions. Each party agrees to perform such further acts
---------------
and execute such further documents as are necessary to effectuate the purposes
hereof.
12. Amendments. This Agreement or any part hereof may be changed or
----------
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
<PAGE>
13. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. Miscellaneous. This Agreement embodies the entire agreement and
-------------
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in New York and
governed by New York law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.
THE RBB FUND, INC.
By: /s/Edward J. Roach
----------------------------------
Title: President and Treasurer
PROVIDENT DISTRIBUTORS, INC.
By: /s/Monroe Haegele
----------------------------------
Title: CEO
<PAGE>
Law Offices
DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757
December 14, 1998
The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, Delaware 19809
RE: SHARES REGISTERED BY POST-EFFECTIVE AMENDMENT NO. 63 TO
REGISTRATION STATEMENT ON FORM N-1A (FILE NO. 33-20827)
-------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to The RBB Fund, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of Post-Effective Amendment No. 63 (the "Amendment") to the Company's
Registration Statement on Form N-1A under the Securities Act of 1933, as amended
(the "1933 Act"). The Board of Directors of the Company has authorized the
issuance and sale by the Company of the following classes and numbers of shares
of common stock $.001 par value per share (collectively, the "Shares"), with
respect to the n/i numeric investors Micro Cap Fund, the n/i numeric investors
Growth Fund, the n/i numeric investors Growth & Value Fund, the n/i numeric
investors Larger Cap Value Fund and the n/i numeric investors Small Cap Value
Fund:
<TABLE>
<CAPTION>
Portfolio Class Authorized Shares
--------- ----- -----------------
<S> <C> <C>
n/i numeric investors Micro
Cap Fund FF 50,000,000
n/i numeric investors Growth
Fund GG 50,000,000
n/i numeric investors Growth & Value
Fund HH 50,000,000
n/i numeric investors Larger
Cap Value Fund XX 50,000,000
n/i numeric investors Small
Cap Value Fund MMM 100,000,000
</TABLE>
The Amendment seeks to register an indefinite number of the Shares.
<PAGE>
We have reviewed the Company's Certificate of Incorporation, ByLaws,
resolutions of its Board of Directors, and such other legal and factual matters
as we have deemed appropriate. This opinion is based exclusively on the Maryland
General Corporation Law and the federal law of the United States of America.
We assume that, prior to the effectiveness of the Amendment under the
1933 Act, the Company will have filed with the Maryland Department of
Assessments and Taxation all necessary documents (the "Documents") to authorize,
classify and establish the Shares.
Based upon and subject to the foregoing, it is our opinion that the
Shares, when issued for payment as described in the Company's Prospectuses
offering the Shares and in accordance with the Company's Articles of
Incorporation and the Documents for not less than $.001 per share, will be
legally issued, fully paid and non-assessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 63 to the Company's Registration Statement.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
------------------------------
DRINKER BIDDLE & REATH LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of the RBB Fund, Inc:
We consent to the incorporation by reference in Post-Effective Amendment No. 63
to the Registration Statement of the RBB Fund, Inc. on Form N-1A under the
Securities Act of 1933 on Form N-1A (File No. 33-20827) of our report dated
October 2, 1998 on our audit of the financial statements and financial
highlights of the n/i numeric investors Micro Cap Fund, the n/i numeric
investors Growth Fund, the n/i numeric investors Growth & Value Fund and the n/i
numeric investors Larger Cap Value Fund of The RBB Fund, Inc., which report is
included in the Annual Report to Shareholders for the year (or period) ended
August 31, 1998 which is incorporated by reference in the Post-Effective
Amendment to the Registration Statement in the Statement of Additional
Information. We also consent to the reference to our Firm under the heading
"Financial Highlights" in the Prospectus and under the headings
"Miscellaneous-Independent Accountants" and "Financial Statements" in the
Statement of Additional Information.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 11, 1998
2
<PAGE>
CONSENT OF COUNSEL
------------------
We hereby consent to the use of our name and to the reference to our
Firm under the caption "Counsel" in the Prospectuses and the caption
"Miscellaneous-Counsel" in the Statements of Additional Information included in
Post-Effective Amendment No. 63 to the Registration Statement (File No.
33-20827; and File No. 811-5518) on Form N-1A under the Securities Act of 1933
and the Investment Company Act of 1940, as amended, of The RBB Fund, Inc. This
consent does not constitute a consent under Section 7 of the Securities Act of
1933, and in consenting to the use of our name and the references to our Firm
under such caption we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission thereunder.
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania
December 14, 1998
<PAGE>
PURCHASE AGREEMENT
------------------
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Boston
Partners Asset Management, L.P. ("BPAM") intending to be legally bound, hereby
agree with each other as follows:
1. The Fund hereby offers BPAM and BPAM hereby purchases $1,000 worth of
shares of each of Classes III and JJJ Common Stock of the Fund (par value $.001
per share) (such shares hereinafter sometimes collectively known as "Shares") at
a price per Share equivalent to the net asset value per share of the Shares of
the Fund as determined on November 13, 1998.
2. The Fund hereby acknowledges receipt from BPAM of funds in the amount of
$2,000 in full payment for the Shares.
3. BPAM represents and warrants to the Fund that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
4. This agreement may be executed in counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 13th day of November, 1998.
THE RBB FUND, INC.
By: /s/ Edward J.Roach
----------------------
Edward J. Roach
President & Treasurer
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.
the General Partner
By: /s/ William J. Kelly
----------------------
William J. Kelly
Treasurer
<PAGE>
PURCHASE AGREEMENT
------------------
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Provident
Distributors, Inc. ("PDI"), intending to be legally bound, hereby agree with
each other as follows:
1. The Fund hereby offers PDI and PDI hereby purchases $1,000 worth
of shares of Class MMM Common Stock of the Fund (par value $.001 per share)
(such shares hereinafter sometimes collectively known as "Shares") at a price
per Share equivalent to the net asset value per share of the Shares of the Fund
as determined on November 27, 1998.
2. The Fund hereby acknowledges receipt from PDI of funds in the
amount of $1,000 in full payment for the Shares.
3. PDI represents and warrants to the Fund that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
4. This agreement may be executed in counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 30th day of November, 1998.
THE RBB FUND, INC.
By: /s/Edward J. Roach
-------------------------
President and Treasurer
PROVIDENT DISTRIBUTORS, INC.
By: /s/ Monroe Haegele
---------------------------
Chief Executive Officer
<PAGE>
May 29, 1998
THE RBB FUND, INC.
AMENDMENT TO PLANS OF DISTRIBUTION PURSUANT TO RULE 12B-1
Upon the resolution of the Board of Directors of The RBB Fund, Inc. (the
"Fund"), the Plans of Distribution Pursuant to Rule 12b-1 (the "Plans") listed
below hereby are amended as follows, effective as of the close of the New York
Stock Exchange on May 29, 1998:
1. All references in the Plans to any specific entity that has acted
distributor of the Fund are replaced with the generic term "the Distributor."
2. The third and fourth recitals on page 1 of each Plan, which contain
outdated references, are deleted.
THE PLANS
- ---------
. Plan of Distribution Pursuant to Rule 12b-1 (Class G)
. Plan of Distribution Pursuant to Rule 12b-1 (Class H)
. Plan of Distribution Pursuant to Rule 12b-1 (Class I)
. Plan of Distribution Pursuant to Rule 12b-1 (Class J)
. Plan of Distribution Pursuant to Rule 12b-1 (Class K)
. Plan of Distribution Pursuant to Rule 12b-1 (Class L)
. Plan of Distribution Pursuant to Rule 12b-1 (Class M)
. Plan of Distribution Pursuant to Rule 12b-1 (Class N)
. Plan of Distribution Pursuant to Rule 12b-1 (Class O)
. Plan of Distribution Pursuant to Rule 12b-1 (Class P)
<PAGE>
. Amendment No. 1 to Plan of Distribution Pursuant to Rule 12b-1 (Classes A
through Q)
. Plan of Distribution Pursuant to Rule 12b-1 (Classes Alpha 1 through Alpha
4)
. Plan of Distribution Pursuant to Rule 12b-1 (Classes Beta 1 through Beta 4)
. Plan of Distribution Pursuant to Rule 12b-1 (Classes Gamma 1 through Gamma
4)
. Plan of Distribution Pursuant to Rule 12b-1 (Classes Delta 1 through Delta
4)
. Plan of Distribution Pursuant to Rule 12b-1 (Classes Epsilon 1 through
Epsilon 4)
. Plan of Distribution Pursuant to Rule 12b-1 (Classes Eta 1 through Eta 4)
. Plan of Distribution Pursuant to Rule 12b-1 (Classes Zeta 1 through Zeta 4)
. Plan of Distribution Pursuant to Rule 12b-1 (Classes Theta 1 through Theta
4)
. Plan of Distribution Pursuant to Rule 12b-1 (Class II)
. Plan of Distribution Pursuant to Rule 12b-1 (Class JJ)
. Plan of Distribution Pursuant to Rule 12b-1 (Class KK)
. Plan of Distribution Pursuant to Rule 12b-1 (Class LL)
. Plan of Distribution Pursuant to Rule 12b-1 (Class MM)
. Plan of Distribution Pursuant to Rule 12b-1 (Class NN)
. Plan of Distribution Pursuant to Rule 12b-1 (Class OO)
. Plan of Distribution Pursuant to Rule 12b-1 (Class PP)
. Plan of Distribution Pursuant to Rule 12b-1 (Class QQ)
. Plan of Distribution Pursuant to Rule 12b-1 (Class RR)
. Plan of Distribution Pursuant to Rule 12b-1 (Class SS)
. Plan of Distribution Pursuant to Rule 12b-1 (Class TT)
. Plan of Distribution Pursuant to Rule 12b-1 (Class UU)
<PAGE>
. Plan of Distribution Pursuant to Rule 12b-1 (Class VV)
. Plan of Distribution Pursuant to Rule 12b-1 (Class WW)
. Plan of Distribution Pursuant to Rule 12b-1 (Class XX)
<PAGE>
THE RBB FUND, INC.
Schedule for Computation of Performance Quotations
Total Return
For the Fiscal Period Ended August 31, 1998:
n/i numeric investors Larger Cap Value Fund
Total Aggregate Return=($9,033.33/$10,000)-1 Return: -9.67%
<PAGE>
THE RBB FUND, INC.
Schedule for Computation of Performance Quotations
Total Return
For the Fiscal Period Ended August 31, 1998:
Boston Partners Micro Cap Value Fund
Total Aggregate Return=($7,630.00/$10,000)-1 Return: -23.70%
-2-
<PAGE>
THE RBB FUND, INC.
Schedule for Computation of Performance Quotations
Total Return
For the Fiscal Period Ended August 31, 1998:
Boston Partners Bond Fund
Total Aggregate Return=($10,479.00/$10,000)-1 Return: 4.79%
-3-
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Donald van Roden,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Donald van Roden
- ---------------------------------
Donald van Roden
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Marvin E. Sternberg,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Marvin E. Sternberg
- -----------------------------
Marvin E. Sternberg
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Arnold Reichman,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Arnold Reichman
- -----------------------------
Arnold Reichman
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Francis J.
McKay, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy,
his true and lawful attorneys, to execute in his name, place, and stead, in his
capacity as Director or officer, or both, of the Company, the Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission; and said attorneys shall have full power and authority to do and
perform in his name and on his behalf, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as he might or could do in person, said acts of said
attorneys being hereby ratified and approved.
DATED: April 23, 1997
/s/ Francis J. McKay
- -----------------------------
Francis J. McKay
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Julian Brodsky,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his
true and lawful attorneys, to execute in his name, place, and stead, in his
capacity as Director or officer, or both, of the Company, the Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission; and said attorneys shall have full power and authority to do and
perform in his name and on his behalf, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as he might or could do in person, said acts of said
attorneys being hereby ratified and approved.
DATED: April 23, 1997
/s/ Julian Brodsky
- -----------------------------
Julian Brodsky
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Robert
Sablowsky, hereby constitutes and appoints Edward J. Roach and Michael P.
Malloy, his true and lawful attorneys, to execute in his name, place, and stead,
in his capacity as Director or officer, or both, of the Company, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: April 23, 1997
/s/ Robert Sablowsky
- -----------------------------
Robert Sablowsky
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 19
<NAME> N/I NUMERIC INVESTORS MICROCAP FUN
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 121,804,587
<INVESTMENTS-AT-VALUE> 99,037,890
<RECEIVABLES> 6,803,562
<ASSETS-OTHER> 29,441,628
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 135,283,080
<PAYABLE-FOR-SECURITIES> 6,412,527
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 29,604,120
<TOTAL-LIABILITIES> 36,016,647
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 114,569,607
<SHARES-COMMON-STOCK> 7,931,287
<SHARES-COMMON-PRIOR> 7,694,317
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 8,046,473
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (23,349,647)
<NET-ASSETS> 99,266,433
<DIVIDEND-INCOME> 245,451
<INTEREST-INCOME> 586,814
<OTHER-INCOME> 0
<EXPENSES-NET> (1,404,654)
<NET-INVESTMENT-INCOME> (572,389)
<REALIZED-GAINS-CURRENT> 19,400,519
<APPREC-INCREASE-CURRENT> (44,713,083)
<NET-CHANGE-FROM-OPS> (25,884,953)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (19,435,152)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,392,858
<NUMBER-OF-SHARES-REDEEMED> (2,358,739)
<SHARES-REINVESTED> 1,202,851
<NET-CHANGE-IN-ASSETS> (42,853,066)
<ACCUMULATED-NII-PRIOR> (41,229)
<ACCUMULATED-GAINS-PRIOR> 8,694,724
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,053,490
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,731,295
<AVERAGE-NET-ASSETS> 140,465,373
<PER-SHARE-NAV-BEGIN> 18.47
<PER-SHARE-NII> (.07)
<PER-SHARE-GAIN-APPREC> (3.23)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.65)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.52
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 20
<NAME> N/I NUMERIC INVESTORS GROWTH FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 103,062,309
<INVESTMENTS-AT-VALUE> 78,388,245
<RECEIVABLES> 1,662,810
<ASSETS-OTHER> 23,953,024
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 104,004,079
<PAYABLE-FOR-SECURITIES> 1,712,264
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 24,452,271
<TOTAL-LIABILITIES> 26,164,535
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 104,793,160
<SHARES-COMMON-STOCK> 7,980,631
<SHARES-COMMON-PRIOR> 7,226,740
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,279,552)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (24,674,064)
<NET-ASSETS> 77,539,544
<DIVIDEND-INCOME> 183,498
<INTEREST-INCOME> 416,102
<OTHER-INCOME> 0
<EXPENSES-NET> (1,205,392)
<NET-INVESTMENT-INCOME> (605,792)
<REALIZED-GAINS-CURRENT> 7,631,010
<APPREC-INCREASE-CURRENT> (39,943,640)
<NET-CHANGE-FROM-OPS> (32,918,422)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (19,099,345)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,479,501
<NUMBER-OF-SHARES-REDEEMED> (2,118,359)
<SHARES-REINVESTED> 1,392,749
<NET-CHANGE-IN-ASSETS> (39,884,354)
<ACCUMULATED-NII-PRIOR> (271,733)
<ACCUMULATED-GAINS-PRIOR> 10,066,308
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 904,044
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,500,092
<AVERAGE-NET-ASSETS> 120,539,180
<PER-SHARE-NAV-BEGIN> 16.29
<PER-SHARE-NII> (.07)
<PER-SHARE-GAIN-APPREC> (3.98)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.49)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.75
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 21
<NAME> N/I NUMERIC INVESTORS GROWTH & VALUE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 140,257,140
<INVESTMENTS-AT-VALUE> 110,215,125
<RECEIVABLES> 24,638,272
<ASSETS-OTHER> 28,538
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 134,881,935
<PAYABLE-FOR-SECURITIES> 4,308,798
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20,396,941
<TOTAL-LIABILITIES> 24,705,739
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 129,309,071
<SHARES-COMMON-STOCK> 8,286,895
<SHARES-COMMON-PRIOR> 3,059,247
<ACCUMULATED-NII-CURRENT> 305,148
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 10,603,992
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (30,042,015)
<NET-ASSETS> 110,176,196
<DIVIDEND-INCOME> 1,063,296
<INTEREST-INCOME> 408,635
<OTHER-INCOME> 0
<EXPENSES-NET> (1,082,797)
<NET-INVESTMENT-INCOME> 389,134
<REALIZED-GAINS-CURRENT> 15,859,151
<APPREC-INCREASE-CURRENT> (33,971,552)
<NET-CHANGE-FROM-OPS> (17,723,267)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (237,074)
<DISTRIBUTIONS-OF-GAINS> (10,728,727)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,593,529
<NUMBER-OF-SHARES-REDEEMED> (2,051,495)
<SHARES-REINVESTED> 685,614
<NET-CHANGE-IN-ASSETS> 57,685,376
<ACCUMULATED-NII-PRIOR> 153,088
<ACCUMULATED-GAINS-PRIOR> 5,473,568
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 812,098
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,368,237
<AVERAGE-NET-ASSETS> 108,279,730
<PER-SHARE-NAV-BEGIN> 17.16
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> (1.24)
<PER-SHARE-DIVIDEND> (.06)
<PER-SHARE-DISTRIBUTIONS> (2.61)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.30
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 25
<NAME> N/I NUMERIC INVESTORS LARGE CAP VALUE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 31,321,429
<INVESTMENTS-AT-VALUE> 25,010,557
<RECEIVABLES> 170,059
<ASSETS-OTHER> 537,038
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27,717,654
<PAYABLE-FOR-SECURITIES> 783,416
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,677,687
<TOTAL-LIABILITIES> 2,461,103
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 31,017,323
<SHARES-COMMON-STOCK> 2,330,416
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 137,375
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 412,725
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (6,310,872)
<NET-ASSETS> 25,256,551
<DIVIDEND-INCOME> 192,848
<INTEREST-INCOME> 53,196
<OTHER-INCOME> 0
<EXPENSES-NET> (108,669)
<NET-INVESTMENT-INCOME> 137,375
<REALIZED-GAINS-CURRENT> 412,725
<APPREC-INCREASE-CURRENT> (6,310,872)
<NET-CHANGE-FROM-OPS> (5,760,772)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,499,708
<NUMBER-OF-SHARES-REDEEMED> (169,292)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 25,256,551
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 81,496
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 238,752
<AVERAGE-NET-ASSETS> 14,966,562
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> (1.22)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.84
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
