RBB FUND INC, 485APOS, 1998-04-17

RBB FUND INC
485APOS, 1998-04-17

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As filed with the Securities and Exchange Commission on April 17, 1998
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
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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. 54 | x |
+---+

and
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | x |
+---+

+---+
Amendment No. 56 | x |
+---+

--------------------
THE RBB FUND, INC.

(Government Securities Portfolio: RBB Family Class; BEA International
Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High
Yield Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA
Emerging Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor
Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income
Portfolio: BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA Class;
BEA Municipal Bond Fund Portfolio: BEA Class; BEA Balanced Fund Portfolio: BEA
Class; BEA Short Duration Portfolio: BEA Class; BEA Global Telecommunications
Portfolio: BEA Investor Class and BEA Advisor Class; NI Micro Cap Fund: NI
Class; NI Growth Fund: NI Class; NI Growth & Value Fund: NI Class; NI Larger Cap
Value Fund: NI Class; Boston Partners Large Cap Value Fund: Boston Partners
Advisor Class, Boston Partners Institutional Class and Boston Partners Investor
Class; Boston Partners Mid Cap Value Fund: Boston Partners Institutional Class
and Boston Partners Investor Class; Boston Partners Bond Fund: Boston Partners
Institutional Class and Boston Partners Investor Class; Boston Partners Micro
Cap Value Fund: Boston Partners Institutional Class and Boston Partners Investor
Class; Schneider Capital Management Value Fund; BEA Long-Short Market Neutral
Fund: BEA Class and BEA Advisor Class; BEA Long-Short Equity Fund: BEA Class and
BEA Advisor Class; Money Market Portfolio: RBB Family Class, Cash Preservation
Class, Sansom Street Class, Bedford Class, Janney Class, Beta Class, Gamma
Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class;
Municipal Money Market Portfolio: RBB Family Class, Cash Preservation Class,
Sansom Street Class, Bedford Class, Bradford Class, Janney Class, Beta Class,
Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class;
Government Obligations Money Market Portfolio: Sansom Street Class, Bedford
Class, Bradford Class, Janney Class, Beta Class, Gamma Class, Delta Class,
Epsilon Class, Zeta Class, Eta Class and Theta Class; New York Municipal Money
Market Portfolio: Bedford Class, Janney Class, Beta Class, Gamma Class, Delta
Class, Epsilon Class, Zeta Class, Eta Class and Theta Class)

- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)

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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)
+---+
+---+
| | on (date) pursuant to paragraph (b)
+---+
+---+
| | 60 days after filing pursuant to paragraph (a)(1)
+---+
+---+
| | on (date) pursuant to paragraph (a)(1)
+---+
+---+
| x | 75 days after filing pursuant to paragraph (a)(2)
+---+
+---+
| | on (date) pursuant to paragraph (a)(2) of Rule 485
+---+
If appropriate, check the following box:

+---+ This post-effective amendment designates a new effective date for a
| | previously filed post-effective amendment.
+---+

Title of Securities Being Registered:
Class DDD Common Stock
Class EEE Common Stock

The purpose of this Post-Effective Amendment is to register shares of
one new portfolio of Registrant.

<PAGE>

THE RBB FUND, INC.
(BOSTON PARTNERS INSTITUTIONAL CLASS OF
THE BOSTON PARTNERS MICRO CAP VALUE FUND)

CROSS REFERENCE SHEET
---------------------

<TABLE>
<CAPTION>
FORM N-1A ITEM LOCATION
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Part A Prospectus

<S> <C>
1. Cover Page............................................... Cover Page

2. Synopsis................................................. Introduction

3. Condensed Financial Information.......................... Not Applicable

4. General Description of Registrant........................ Cover Page; The Fund; Investment Objectives and
Policies

5. Management of the Fund................................... Management

6. Capital Stock and Other Securities....................... Cover Page; Dividends and Distributions; Multi-
Class Structure; Description of Shares

7. Purchase of Securities Being Offered..................... How to Purchase Shares; Net Asset Value

8. Redemption or Repurchase................................. How to Redeem and Exchange Shares; Net Asset Value

9. Legal Proceedings........................................ Inapplicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART B STATEMENT OF ADDITIONAL INFORMATION

<S> <C>
10. Cover Page............................................... Cover Page

11. Table of Contents........................................ Contents

12. General Information and History.......................... General; See Prospectus - "The Fund"

13. Investment Objectives and Policies....................... Investment Objectives and Policies

14. Management of the Fund................................... Directors and Officers; Investment Advisory,
Distribution and Servicing Arrangements

15. Control Persons and Principal Holders
of Securities.......................................... Miscellaneous

16. Investment Advisory and Other
Services............................................... Investment Advisory, Distribution and Servicing
Arrangements; See Prospectus - "Management"

17. Brokerage Allocation and Other
Practices.............................................. Portfolio Transactions

18. Capital Stock and Other Securities....................... Additional Information Concerning Fund Shares; See
Prospectus - "Dividends and Distributions" "Multi
Class Structure" and "Description of Shares"

19. Purchase, Redemption and Pricing of
Securities Being Offered............................... Purchase and Redemption Information Valuation of
Shares; See Prospectus - "How to Purchase Shares",
"How to Redeem and Exchange Shares" and
"Distribution of Fund Shares"

20. Tax Status............................................... Taxes; See Prospectus - "Taxes"

21. Underwriters............................................. Portfolio Transactions

22. Calculation of Performance Data.......................... Performance Information

23. Financial Statements..................................... Financial Statements

PART C OTHER INFORMATION

Information required to be included in Part C is set forth under the appropriate
item, so numbered in Part C of this Registration Statement.
</TABLE>
<PAGE>

BOSTON PARTNERS MICRO CAP VALUE FUND
(INSTITUTIONAL SHARES)
OF
THE RBB FUND, INC.

Boston Partners Micro Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of the Institutional Class ("Shares") offered by this
Prospectus represent interests in the Fund. The Fund is a diversified fund that
seeks long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks. It seeks to achieve
its objectives by investing at least 65% of its total assets in a diversified
portfolio consisting of equity securities of issuers with market
capitalizations that do not exceed $500 million when purchased by the Fund, and
identified by Boston Partners Asset Management, L.P. (the "Adviser") as equity
securities that possess value characteristics. The Adviser examines various
factors in determining the value characteristics of such issuers, including,
but not limited to, price to book value ratios and price to earnings ratios.
These value characteristics are examined in the context of the issuer's
operating and financial fundamentals such as return on equity, earnings growth
and cash flow.

This Prospectus contains information that a prospective investor needs
to know before investing. Please keep it for future reference. A Statement of
Additional Information, dated __________, 1998, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311-9783 or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related materials, on the SEC Internet
Web Site (http://www.sec.gov).

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED OR ENDORSED
BY PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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 __________, 1998

<PAGE>

EXPENSE TABLE

The following table illustrates the shareholder transaction and annual
operating expenses that are estimated to be incurred by Institutional Shares of
the Fund (after fee waivers and expense reimbursements) during the next twelve
months as a percentage of average daily net assets. An example based on the
summary is also shown.

SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Charge Imposed on Purchases.......................None
Maximum Sales Charge Imposed on Reinvested Dividends............None
Maximum Deferred Sales Charge...................................None
Redemption Fee1................................................1.00%
Exchange Fee....................................................None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees (after waivers)2...............................0.00%
12b-1 Fees (after waivers)2....................................0.00%
Other Expenses.................................................1.55%
Total Fund Operating Expenses (after waivers and
expense reimbursements)2..............................1.55%

1 To prevent the Fund from being adversely affected by the transaction
costs associated with short-term shareholder transactions, the Fund
will redeem shares at a price equal to the net asset value of the
shares, less an additional transaction fee equal to 1.00% of the net
asset value of the all such shares redeemed that have been held for
less than one year. Such fees are not sales charges or contingent
deferred sales charges, but are retained by the Fund for the benefit of
all shareholders.

2 In the absence of fee waivers and expense reimbursements, Management
Fees would be 1.25%, Other Expenses would be 2.00%, 12b-1 Fees would
be 0.15% and Total Fund Operating Expenses would be 3.40%. Management
Fees and 12b-1 Fees are each based on average daily net assets and are
calculated daily and paid monthly.

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<PAGE>
EXAMPLE

An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period (including the 1.00% transaction fee on redemptions made within a
year of purchase):

ONE THREE
YEAR YEARS

Boston Partners Micro Cap Value Fund $16 $49

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" and "Distribution of Shares" below.) The Fee Table reflects
expense reimbursements and voluntary waivers of Management Fees and 12b-1 fees
for the Fund, which are expected to be in effect during the current fiscal year.
However, the Adviser, the Distributor and the Fund's other service providers are
under no obligation with respect to such expense reimbursements and waivers and
there can be no assurance that any future expense reimbursements and waivers of
Management Fees or 12b-1 Fees will not vary from the figures reflected in the
Fee Table.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses" remain the same in the years shown. THE EXAMPLE SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.

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<PAGE>
INTRODUCTION

RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-six separate investment portfolios. The Shares offered by this Prospectus
represent an interests in the Boston Partners Micro Cap Value Fund. RBB was
incorporated in Maryland on February 29, 1988.

INVESTMENT OBJECTIVES AND POLICIES

The Fund's investment objective is to provide long-term growth of
capital, with current income as a secondary objective, primarily through equity
investments, such as common stocks. The Fund seeks to achieve its objective by
investing, under normal market conditions, at least 65% of its total assets in a
diversified portfolio consisting primarily of equity securities of issuers with
market capitalizations that do not exceed $500 million when purchased by the
Fund, and identified by the Adviser as equity securities that possess value
characteristics.

The Fund generally invests in the equity securities of small companies.
The Adviser will seek to invest in companies it considers to be well managed and
to have attractive fundamental financial characteristics. The Adviser believes
greater potential for price appreciation exists among small companies since they
tend to be less widely followed by other securities analysts and thus may be
more likely to be undervalued by the market. The Fund may invest from time to
time a portion of its assets, not to exceed 35% (under normal conditions) at the
time of purchase, in companies with considerably larger market capitalizations.

The Fund presents greater risks than funds that invest in equity
securities of larger companies for the following reasons: Companies in which the
Fund primarily invests will include those that have limited product lines,
markets, or financial resources, or are dependent upon a small management group.
In addition, because these stocks are not well known to the investing public, do
not have significant institutional ownership, and are followed by relatively few
securities analysts, there will normally be less publicly available information
concerning these securities compared to what is available for the securities of
larger companies. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, can decrease the value and liquidity of
securities held by the Fund. Historically, small capitalization stocks have been
more volatile in price than larger capitalization stocks. Among the reasons for
the greater price volatility of these small company stocks are the less

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<PAGE>

certain growth prospects of smaller firms, the lower degree of liquidity in the
markets for such stocks, the greater sensitivity of small companies to changing
economic conditions, the fewer market makers and the wider spreads between
quoted bid and asked prices which exist in the over-the-counter market for such
stocks. Besides exhibiting greater volatility, small company stocks may, to a
degree, fluctuate independently of larger company stocks. Small company stocks
may decline in price as large company stocks rise, or rise in price as large
company stocks decline. Investors should therefore expect that the Fund will be
more volatile than, and may fluctuate independently of, broad stock market
indices such as the Standard & Poor's 500 Composite Stock Price Index.

The securities in which the Fund invests will often be traded only in
the over-the-counter market or on a regional securities exchange, may be listed
only in the quotation service commonly known as the "pink sheets," and may not
be traded every day or in the volume typical of trading on a national securities
exchange. They may be subject to wide fluctuations in market value. The trading
market for any given security may be sufficiently thin as to make it difficult
for the Fund to dispose of a substantial block of such securities. The
disposition by the Fund of portfolio securities to meet redemptions or otherwise
may require the Fund to sell these securities at a discount from market prices
or during periods when, in the Adviser's judgment, such disposition is not
desirable or to make many small sales over a lengthy period of time.

The Adviser examines various factors in determining the value
characteristics of such issuers, including, but not limited to, price to book
value ratios and price to earnings ratios. These value characteristics are
examined in the context of the issuer's operating and financial fundamentals
such as return on equity, earnings growth and cash flow.

The Adviser selects securities for the Fund based on a fundamental
analysis of industries and companies, earning power and growth and other
investment criteria. In general, the Fund's investments are broadly diversified
over a number of industries and, as a matter of policy, the Fund will not invest
25% or more of its total assets in any one industry.

The Fund may invest up to 25% of its total assets in securities of
foreign issuers, including American Depository Receipts ("ADRs") and European
Depository Receipts ("EDRs"). Investing in securities of foreign issuers
involves considerations not typically associated with investing in securities of
companies organized and operating in the United States. Foreign securities
generally are denominated and pay dividends or interest in foreign currencies.
The Fund may hold from time to time various foreign currencies pending their

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<PAGE>
investment in foreign securities or their conversion into U.S. dollars. The
value of the assets of the Fund as measured in U.S. dollars may therefore be
affected favorably or unfavorably by changes in exchange rates. There may be
less publicly available information concerning foreign issuers than is available
with respect to U.S. issuers. Foreign securities may not be registered with the
U.S. Securities and Exchange Commission, and generally, foreign companies are
not subject to uniform accounting, auditing and financial reporting requirements
comparable to those applicable to U.S. issuers. ADRs and EDRs are receipts
issued by a U.S. bank or trust company evidencing ownership of underlying
securities issued by a foreign issuer. ADRs and EDRs may be listed on a national
securities exchange or may trade in the over-the-counter market. ADR and EDR
prices are denominated in U.S. dollars, even though the underlying security may
be denominated in a foreign currency. The underlying security may be subject to
foreign government taxes which would reduce the yield on such securities.
Investments in such instruments involve risks similar to those of investing
directly in foreign securities. See "Investment Objectives and Policies--Foreign
Securities" in the Statement of Additional Information.

The Fund may invest the remainder of its total assets in derivative
securities; debt securities issued by U.S. banks, corporations and other
business organizations that are investment grade securities; and debt securities
issued by the U.S. government or government agencies.

In accordance with the above-mentioned policies, the Fund may also
invest in indexed securities, repurchase agreements, reverse repurchase
agreements, dollar rolls, financial futures contracts, options on futures
contracts and may lend portfolio securities. See "Investment Objectives and
Policies" in the Statement of Additional Information.

The Fund may invest in registered investment companies and investment
funds in foreign countries subject to the provisions of the Investment Company
Act of 1940, as amended (the "1940 Act"), and as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. If the Fund
invests in such investment companies, the Fund will bear its proportionate share
of the costs incurred by such companies, including investment advisory fees.

While the Adviser intends to fully invest the Fund's assets at all
times in accordance with the above-mentioned policies, the Fund reserves the
right to hold up to 100% of its assets, as a temporary defensive measure, in
cash and eligible U.S. dollar-denominated money market instruments. The Adviser
would determine when market conditions warrant temporary defensive measures.

-6-
<PAGE>

The Fund's investment objective and the policies described above may be
changed by RBB's Board of Directors without the affirmative vote of the holders
of a majority of the outstanding Shares representing interests in the Fund.

INVESTMENT LIMITATIONS

The Fund may not change the following investment limitations without
shareholder approval. (A complete list of the investment limitations that cannot
be changed without such a vote of the shareholders is contained in the Statement
of Additional Information under "Investment Objectives and Policies.")

The Fund may not:

1. Purchase the securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase more
than 5% of the value of the Fund's total assets would be invested in the
securities of such issuer, or more than 10% of the outstanding voting securities
of such issuer would be owned by the Fund, except that up to 25% of the value of
the Fund's total assets may be invested without regard to such limitations.

2. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of the Fund to be invested in the
obligations of issuers in any single industry, provided that there is no
limitation with respect to investments in U.S. Government obligations.

3. Borrow money or issue senior securities, except that the Fund may
borrow from banks and enter into reverse repurchase agreements and dollar rolls
for temporary purposes in amounts up to one-third of the value of its total
assets at the time of such borrowing; or mortgage, pledge or hypothecate any
assets, except in connection with any such borrowing and then in amounts not in
excess of one-third of the value of the Fund's total assets at the time of such
borrowing. The Fund will not purchase securities while its aggregate borrowings
(including reverse repurchase agreements, dollar rolls and borrowings from
banks) are in excess of 5% of its total assets. Securities held in escrow or
separate accounts in connection with the Fund's investment practices are not
considered to be borrowings or deemed to be pledged for purposes of this
limitation.

If a percentage restriction is satisfied at the time of investment,
a later increase or decrease in percentage resulting from a change in values
will not constitute a violation of that restriction.

PORTFOLIO TURNOVER

The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will not exceed 150%. Such a relatively high

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<PAGE>

portfolio turnover will be accompanied by relatively high transactional (i.e.,
brokerage) costs. It may also result in increased capital gains realized by the
Fund and distributed to shareholders.

RISK FACTORS

As with other mutual funds, there can be no assurance that the Fund
will achieve its objective. The net asset value per share of Shares representing
an interest in the Fund will fluctuate as the values of its portfolio securities
change in response to changing conditions in the equity market. An investment in
the Fund is not intended to constitute a balanced investment program. As of the
date of this Prospectus, U.S. stock markets were trading at or close to record
high levels and there can be no guarantee that such levels will continue. Other
risk factors are discussed above under "Investment Objectives and Policies" and
in the Statement of Additional Information under "Investment Objectives and
Policies."

Investment methods described in this Prospectus are among those which
the Fund has the power to utilize. Some may be employed on a regular basis;
others may not be used at all. Accordingly, reference to any particular method
or technique carries no implication that it will be utilized or, if it is, that
it will be successful.

MANAGEMENT

BOARD OF DIRECTORS

The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.

INVESTMENT ADVISER

Boston Partners Asset Management, L.P., located at One Financial
Center, 43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of March 31, 1998, in excess of $15
billion. The adviser is organized as a Delaware limited partnership whose sole
general partner is Boston Partners, Inc., a Delaware corporation.

Subject to the supervision and direction of the Trust's Board of
Trustees, the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objective and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio

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<PAGE>
managers and securities analysts who provide research services to the Fund. For
its services to the Fund, the Adviser is paid a monthly advisory fee computed at
an annual rate of 1.25% of the Fund's average daily net assets. The Adviser has
notified RBB, however, that it intends to waive all advisory fees during the
current fiscal year.

PORTFOLIO MANAGEMENT

The day-to-day portfolio management of the Fund is the responsibility
of David M. Dabora and Wayne J. Archambo who are portfolio managers of the
Adviser. Prior to taking on day to day responsibilities for the Micro Cap Value
Fund, Mr. Dabora was an assistant portfolio manager/analyst of the premium
equity product of the Adviser, an all-cap value institutional product. Before
joining the Adviser in April 1995, Mr. Dabora had been employed by The Boston
Company Asset Management, Inc. since 1991 as a senior equity analyst. Mr. Dabora
has over 10 years of investment experience and is a Chartered Financial Analyst.
Mr. Archambo oversees the investment activities of the Adviser's $900 million
of mid-capitalization value equity product, including the $56 million Mid Cap
Value Fund and small-capitalization value institutional equity assets under
management worth approximately $1.2 billion. Prior to joining the Adviser in
April 1995, Mr. Archambo had been employed by The Boston Company Asset
Management, Inc. since 1989 as a senior portfolio manager and a member of that
firm's Equity Policy Committee. Mr. Archambo has over 15 years of investment
experience and is a Chartered Financial Analyst.

ADMINISTRATOR

PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. For its
services, PFPC receives a fee calculated at an annual rate of .125% of the
Fund's average daily net assets, with a minimum annual fee of $75,000 payable
monthly on a pro rata basis. PFPC has notified the Fund that it intends to waive
one-half of its minimum annual fee during the current fiscal year.

ADMINISTRATIVE SERVICES AGENT

Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly-
owned subsidiary of Warburg Pincus Asset Management, Inc. ("Warburg"), provides
certain administrative services to the Fund not otherwise provided by PFPC.
Counsellors Service's principal business address is 466 Lexington Avenue,
New York, New York 10017. Counsellors Service furnishes certain internal
quasi-legal, executive and administrative services to the Fund, acts as a
liasion between the Fund and its various service providers and coordinates and
assists in the preparation of proxy statements and reports prepared on behalf of
the Fund. For its services, Counsellors Service is entitled to a monthly fee
calculated at the annual rate of .15% of the Fund's average daily net assets.
Counsellors Service is currently waiving fees in excess of .04% of the Fund's
average daily net assets.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor for the
Shares pursuant to a distribution agreement (the "Distribution Agreement") with
RBB on behalf of the Shares.

EXPENSES

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<PAGE>
its own distribution fees, and may pay a different share of other expenses than
other classes (excluding advisory and custodial fees) if those expenses are
actually incurred in a different amount by the Institutional Class or if it
receives different services.

The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.

DISTRIBUTION OF SHARES

The Board of Directors of RBB has approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee with respect to the Shares, which is accrued
daily and paid monthly, of up to 0.15% on an annualized basis of the average
daily net assets of the Shares. The actual amount of such compensation under the
Plan is agreed upon by RBB's Board of Directors and by the Distributor. Under
the Distribution Agreement, the Distributor has agreed to accept compensation
for its services thereunder and under the Plan in the amount of 0.04% on the
first $200 million of the average daily net assets of the Fund on an annualized
basis in any year and 0.05% thereafter. Such compensation may be increased up to
the amount permitted by the Plan with the approval of RBB's Board of Directors.
The Distributor may, in its discretion, from time to time waive voluntarily all
or any portion of its distribution fee. The Distributor intends to waive all
fees under the Plan during the current fiscal year.

Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of the Shares,
(ii) ongoing servicing and/or maintenance of the accounts of Shareholders, and
(iii) sub-transfer agency services, subaccounting services or administrative
services related to the sale of the Shares, all as set forth in the Fund's 12b-1
Plan. The Distributor may pay for the cost of printing (excluding typesetting)
and mailing to prospective investors prospectuses and other materials relating
to the Fund as well as for related direct mail, advertising and promotional
expenses.

The Plan obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Shares the fee agreed to
under the Distribution Plan. Payments under the Plan are not tied exclusively to
expenses actually incurred by the Distributor, and the payments may exceed
distribution expenses actually incurred.

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<PAGE>
The Adviser, the Distributor or either of their affiliates may, at
their own expense, provide promotional incentives for qualified recipients who
support the sale of Shares, consisting of securities dealers who have sold
Shares or others, including banks and other financial institutions, under
special arrangements. Incentives may include opportunities to attend business
meetings, conferences, sales or training programs for recipients, employees or
clients and other programs or events and may also include opportunities to
participate in advertising or sales campaigns and/or shareholder services and
programs regarding one or more Boston Partners Funds. Travel, meals and lodging
may also be paid in connection with these promotional activities. In some
instances, these incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or expected sale of
significant amounts of Shares.

HOW TO PURCHASE SHARES

GENERAL

Shares representing an interest in the Fund are offered continuously
for sale by the Distributor. Shares may be purchased initially by completing the
application included in this Prospectus and forwarding the application to the
Fund's transfer agent, PFPC. Purchases of Shares may be effected by wire to an
account to be specified by PFPC or by mailing a check or Federal Reserve Draft,
payable to the order of "The Boston Partners Micro Cap Value Fund," c/o PFPC
Inc., P.O. Box 8852, Wilmington, Delaware 19899-8852. The name of the Fund,
Boston Partners Micro Cap Value Fund, must also appear on the check or Federal
Reserve Draft. Shareholders may not purchase shares of the Boston Partners Micro
Cap Value Fund with a check issued by a third party and endorsed over to the
Fund. Federal Reserve Drafts are available at national banks or any state bank
which is a member of the Federal Reserve System. Initial investments in the Fund
must be at least $100,000 and subsequent investments must be at least $5,000.
For purposes of meeting the minimum initial purchase, clients which are part of
endowments, foundation or other related groups may be aggregated. The Fund
reserves the right to suspend the offering of Shares for a period of time or to
reject any purchase order. As of the date of this Prospectus, the Fund intends
to suspend the offering of Shares upon the Fund's attaining $200 million in
total assets.

Shares may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange, Inc. (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and on the

-11-
<PAGE>
preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday.

The price paid for Shares purchased is based on the net asset value
next computed after a purchase order is received in good order by the Fund or
its agents. Orders received by the Fund or its agents prior to the close of the
NYSE (generally 4:00 p.m. Eastern Time) are priced at that Business Day's net
asset value. Orders received by the Fund or its agents after its close of the
NYSE are priced at the net asset value next determined on the following Business
Day. In those cases where an investor pays for Shares by check, the purchase
will be effected at the net asset value next determined after the Fund or its
agents receives the order and the completed application.

Shares may be purchased and subsequent investments may be made by
principals and employees of the Adviser, and by their spouses and children,
either directly or through their individual retirement accounts, and by any
pension and profit-sharing plan of the Adviser, without being subject to the
minimum investment limitations.

An investor may also purchase Shares by having his bank or his broker
wire Federal Funds to PFPC. An investor's bank or broker may impose a charge for
this service. The Fund does not currently impose a service charge for effecting
wire transfers but reserves the right to do so in the future. In order to ensure
prompt receipt of an investor's Federal Funds wire for an initial investment, it
is important that an investor follows these steps:

A. Telephone the Fund's transfer agent, PFPC, toll-free (888) 261-4073,
and provide PFPC with your name, address, telephone number, Social Security or
Tax Identification Number, the Fund selected, the amount being wired, and by
which bank. PFPC will then provide an investor with a Fund account number.
Investors with existing accounts should also notify PFPC prior to wiring funds.

B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:

PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)

-12-
<PAGE>
C. Fully complete and sign the application and mail it to the address
shown thereon. PFPC will not process purchases until it receives a fully
completed and signed application.

For subsequent investments, an investor should follow steps A and B
above.

AUTOMATIC INVESTING

Additional investments in Shares may be made automatically by
authorizing the Fund's transfer agent to withdraw funds from your bank account.
Investors desiring to participate in the automatic investing program should call
the Fund's transfer agent, PFPC, at (888) 261-4073 to obtain the appropriate
forms.

HOW TO REDEEM AND EXCHANGE SHARES

REDEMPTION BY MAIL

Shareholders may redeem for cash some or all of their Shares of the
Fund at any time. To do so, a written request in proper form must be sent
directly to Boston Partners Micro Cap Value Fund, c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899-8852. There is no charge for a redemption, unless the
Shareholder has held his or her Shares for less than one year, upon which a fee
equal to 1% of the net asset value of the Shares redeemed at the time of
redemption will be imposed.

A request for redemption must be signed by all persons in whose names
the Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed according to the procedures described below under "Exchange
Privilege."

Generally, a properly signed written request with any required
signature guarantee is all that is required for a redemption. In some cases,
however, other documents may be necessary. In the case of shareholders holding
share certificates, the certificates for the shares being redeemed must
accompany the redemption request. Additional documentary evidence of authority
is also required by the Fund's transfer agent in the event redemption is
requested by a corporation, partnership, trust, fiduciary, executor or
administrator.

TRANSACTION FEE IMPOSED ON CERTAIN REDEMPTIONS

-13-
<PAGE>
The Fund requires the payment of a transaction fee on redemptions of
Shares of the Fund held for less than one year equal to 1.00% of the net asset
value of such Shares redeemed at the time of redemption. This additional
transaction fee is paid to the Fund, NOT to the adviser, distributor or transfer
agent. It is NOT a sales charge or a contingent deferred sales charge. The fee
does not apply to redeemed Shares that were purchased through reinvested
dividends or capital gain distributions. The purpose of the additional
transaction fee is to indirectly allocate transaction costs associated with
redemptions to those investors making redemptions after holding their shares for
a short period, thus protecting existing shareholders. These costs include: (1)
brokerage costs; (2) market impact costs -- i.e., the decrease in market prices
which may result when the Fund sells certain securities in order to raise cash
to meet the redemption request; (3) the realization of capital gains by the
other shareholders in the Fund; and (4) the effect of the "bid-ask" spread in
the over-the-counter market. The 1.00% amount represents the Fund's estimate of
the brokerage and other transaction costs which may be incurred by the Fund in
disposing of stocks in which the Fund may invest. Without the additional
transaction fee, the Fund would generally be selling its shares at a price less
than the cost to the Fund of acquiring the portfolio securities necessary to
maintain its investment characteristics, resulting in reduced investment
performance for all shareholders in the Fund. With the additional transaction
fee, the transaction costs of selling additional stocks are not borne by all
existing shareholders, but the source of funds for these costs is the
transaction fee paid by those investors making redemptions.

INVOLUNTARY REDEMPTION

The Fund reserves the right to redeem a shareholder's account at any
time the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed.

PAYMENT OF REDEMPTION PROCEEDS

-14-
<PAGE>
check mailed within seven days after acceptance by the Fund or its agents of the
request and any other necessary documents in proper order. Such payment may be
postponed or the right of redemption suspended as provided by the 1940 Act. If
the Shares to be redeemed have been recently purchased by check, the Fund's
transfer agent may delay mailing a redemption check, which may be a period of up
to 15 days, pending a determination that the check has cleared. The Fund has
elected to be governed by Rule 18f-1 under the 1940 Act so that a portfolio is
obligated to redeem its shares solely in cash up to the lesser of $250,000 or 1%
of its net asset value during any 90-day period for any one shareholder of a
portfolio.

EXCHANGE PRIVILEGE

The exchange privilege is available to shareholders residing in any
state in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Institutional Shares of the Boston Partners
Large Cap Value Fund, Boston Partners Mid Cap Value Fund or Boston Partners Bond
Fund up to three (3) times per year. Such exchange will be effected at the net
asset value of the exchanged Fund and the net asset value of the Boston Partners
Large Cap Value Fund, Boston Partners Mid Cap Value Fund or Boston Partners Bond
Fund next determined after PFPC's receipt of a request for an exchange. An
exchange of Shares will be treated as a sale for federal income tax purposes.
See "Taxes." A shareholder wishing to make an exchange may do so by sending a
written request to PFPC.

If the exchanging shareholder does not currently own Institutional
Shares of the Boston Partners Large Cap Value Fund, Boston Partners Mid Cap
Value Fund or Boston Partners Bond Fund, a new account will be established with
the same registration, dividend and capital gain options as the account from
which shares are exchanged, unless otherwise specified in writing by the
shareholder with all signatures guaranteed. A signature guarantee may be
obtained from a domestic bank or trust company, broker, dealer, clearing agency
or savings association who are participants in a medallion program recognized by
the Securities Transfer Association. The three recognized medallion programs are
Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion
Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program
(MSP). Signature guarantees that are not part of these programs will not be
accepted. The exchange privilege may be modified or terminated at any time, or
from time to time, by RBB, upon 60 days' written notice to shareholders.

If an exchange is to a new account in the Boston Partners Large Cap
Value Fund, Boston Partners Mid Cap Value Fund or Boston Partners Bond Fund, the
dollar value of Institutional Shares acquired must equal or exceed that Fund's
minimum for a

-15-
<PAGE>
new account; if to an existing account, the dollar value must equal or exceed
that Fund's minimum for subsequent investments. If any amount remains in the
Fund from which the exchange is being made, such amount must not drop below the
minimum account value required by the Fund.

EXCHANGE PRIVILEGE LIMITATIONS

The Fund's exchange privilege is not intended to afford shareholders a
way to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Fund and increase transactions costs, the Fund has established
a policy of limiting excessive exchange activity.

Shareholders are entitled to three (3) exchange redemptions (at least
30 days apart) from the Fund during any twelve-month period. Notwithstanding
these limitations, the Fund reserves the right to reject any purchase request
(including exchange purchases from the Boston Partners Large Cap Value Fund,
Boston Partners Mid Cap Value Fund and Boston Partners Bond Fund) that is deemed
to be disruptive to efficient portfolio management.

TELEPHONE TRANSACTIONS

In order to request a telephone exchange or redemption, a shareholder
must have completed and returned an account application containing a telephone
election. To add a telephone option to an existing account that previously did
not provide for this option, a Telephone Authorization Form must be filed with
PFPC. This form is available from PFPC. Once this election has been made, the
shareholder may simply contact PFPC by telephone to request the exchange or
redemption by calling (888) 261-4073. Neither RBB, the Fund, the Distributor,
the Administrator nor any other Fund agent will be liable for any loss,
liability, cost or expense for following RBB's telephone transaction procedures
described below or for following instructions communicated by telephone that
they reasonably believe to be genuine.

-16-

<PAGE>
record within five (5) Business Days of the call; and (7) maintaining tapes of
telephone transactions for six months, if the Fund elects to record shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners and other industry professionals, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under a power of attorney.

NET ASSET VALUE

The net asset values for each class of a fund are calculated by adding
the value of the proportionate interest of the class in a fund's cash,
securities and other assets, deducting actual and accrued liabilities of the
class and dividing the result by the number of outstanding shares of the class.
The net asset value of each class are calculated independently of each other
class. The net asset values are calculated as of the close of regular trading on
the NYSE, generally 4:00 p.m. Eastern Time on each Business Day.

Valuation of securities held by the Fund is as follows: securities
traded on a national securities exchange or on the NASDAQ National Market System
are valued at the last reported sale price that day; securities traded on a
national securities exchange or on the NASDAQ National Market System for which
there were no sales on that day and securities traded on other over-the-counter
markets for which market quotations are readily available are valued at the mean
of the bid and asked prices; and securities for which market quotations are not
readily available are valued at fair market value as determined in good faith by
or under the direction of the 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, the Fund may use a
pricing service, bank or broker-dealer experienced in such matters to value the
Fund's securities. A more detailed discussion of net asset value and security
valuation is contained in the Statement of Additional Information.

-17-
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.

The Fund will declare and pay dividends from net investment income
annually and will pay them in the calendar year in which they are declared,
generally in December. Net realized capital gains (including net short-term
capital gains), if any, will be distributed at least annually.

TAXES

The following discussion is only a brief summary of some of the
important tax considerations generally affecting the Fund and its shareholders
and is not intended as a substitute for careful tax planning. Accordingly,
investors in the Fund should consult their tax advisers with specific reference
to their own tax situation.

The Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, it will be relieved of federal income tax
on amounts distributed to shareholders, but shareholders, unless otherwise
exempt, will pay income or capital gains taxes on amounts so distributed (except
distributions that are treated as a return of capital) regardless of whether
such distributions are paid in cash or reinvested in additional shares.

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of the Fund,
and out of the portion of such net capital gain that constitutes mid-term
capital gain, will be taxed to shareholders as long-term capital gain or
mid-term capital gain, as the case may be, regardless of the length of time a
shareholder has held his Shares, whether such gain was reflected in the price
paid for the Shares, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.

-18-

<PAGE>
following year. The Fund intends to make sufficient actual or deemed
distributions prior to the end of each calendar year to avoid liability for
federal excise tax.

Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing shares just prior to a distribution will nevertheless be taxed on the
entire amount of the distribution received, although the distribution is, in
effect, a return of capital.

Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will generally recognize capital
gain or loss for federal income tax purposes.

Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships may be subject to
different U.S. Federal income tax treatment.

MULTI-CLASS STRUCTURE

The Fund offers one other class of shares, Investor Shares, which are
offered directly to individual investors pursuant to a separate prospectus.
Shares of each class represent equal pro rata interests in the Fund and accrue
dividends and calculate net asset value and performance quotations in the same
manner. The Fund will quote performance of the Investor Shares separately from
Institutional Shares. Because of different expenses paid by the Institutional
Shares, the total return on such shares can be expected, at any time, to be
different than the total return on Investor Shares. Information concerning other
classes may be obtained by calling the Fund at (800) 311-9783 or 9829.

DESCRIPTION OF SHARES

RBB has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 13.93 billion shares are currently
classified into __ different classes of Common Stock. See "Description of
Shares" in the Statement of Additional Information."

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO BOSTON PARTNERS MICRO CAP VALUE FUND AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO BOSTON PARTNERS MICRO CAP VALUE FUND.

-19-
<PAGE>
Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.

RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.

Holders of Shares of the Fund will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Further,
shareholders of all investment portfolios of RBB will vote in the aggregate and
not by portfolio except as otherwise required by law or when the Board of
Directors determines that the matter to be voted upon affects only the interests
of the shareholders of a particular investment portfolio. (See the Statement of
Additional Information under "Additional Information Concerning Fund Shares" for
examples when the 1940 Act requires voting by investment portfolio or by class.)
Shareholders of the Fund are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative and, accordingly, the holders of more
than 50% of the aggregate shares of Common Stock of the Fund may elect all of
the directors.

As of ___________, 1998, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

OTHER INFORMATION

REPORTS AND INQUIRIES

Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to PFPC Inc.,
the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (888) 261-4073.

-20-
<PAGE>
SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.

FUTURE PERFORMANCE INFORMATION

From time to time, the Fund may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods have
not yet elapsed, shorter periods corresponding to the life of the Fund. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Fund may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately the Fund's
performance with other measures of investment return. For example, the Fund's
total return may be compared with data published by Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company
Service, or with the performance of the ____________ Index. Performance
information may also include evaluation of the Fund by nationally recognized
ranking services and information as reported in financial publications such as
BUSINESS WEEK, FORTUNE, INSTITUTIONAL INVESTOR, MONEY MAGAZINE, FORBES,
BARRON'S, THE WALL STREET JOURNAL, THE NEW YORK TIMES, or other national,
regional or local publications. All advertisements containing performance data
will include a legend disclosing that such performance data represents past
performance and that the investment return and principal value of an investment
will fluctuate so that an investor's Shares, when redeemed, may be worth more or
less than their original cost.

-21-
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

-22-
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTA-TIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

TABLE OF CONTENTS
PAGE

INTRODUCTION...................................... 4
INVESTMENT OBJECTIVES AND POLICIES................ 4
INVESTMENT LIMITATIONS............................ 7
RISK FACTORS...................................... 8
MANAGEMENT........................................ 8
DISTRIBUTION OF SHARES............................ 10
HOW TO PURCHASE SHARES............................ 11
HOW TO REDEEM AND EXCHANGE SHARES................. 13
NET ASSET VALUE................................... 17
DIVIDENDS AND DISTRIBUTIONS....................... 17
TAXES............................................. 18
MULTI-CLASS STRUCTURE............................. 19
DESCRIPTION OF SHARES............................. 19
OTHER INFORMATION................................. 20

INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

PROSPECTUS

__________, 1998

BOSTON PARTNERS
MICRO CAP
VALUE FUND

(Institutional Shares)

BOSTON PARTNERS ASSET MANAGEMENT, L.P.

<PAGE>

BOSTON PARTNERS MICRO CAP VALUE FUND
(INSTITUTIONAL CLASS)

bp
BOSTON PARTNERS ASSET MANAGEMENT, L.P.

ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an
IRA application or help with this Application, please call 1-888-261-4073

+--------------+ (Please check the appropriate box(es) below.)
| 1 | |_| Individual |_| Joint Tenant |_| Other
| Account |
| Registration:| --------------------------------------------------------------
+--------------+ Name SOCIAL SECURITY NUMBER OR
TAX ID # OF PRIMARY OWNER

--------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY
NUMBER OR TAX ID #
For joint accounts,the account registrants will be joint
tenants with right of survivorship and not tenants in common
unless tenants in common or community property registrations
are requested.

- --------------- |_| UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
GIFT TO MINOR:

- --------------- --------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)

--------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

--------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH
- ---------------
CORPORATION,
PARTNERSHIP, TRUST
OR OTHER ENTITY:

- --------------- --------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, NAME(S) OF TRUSTEE(S)
OR OTHER

--------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

+--------------+ --------------------------------------------------------------
| 2 | STREET OR P.O. BOX AND/OR APARTMENT NUMBER
| Mailing |
| Address: | --------------------------------------------------------------
+--------------+ CITY STATE ZIP CODE

--------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER

+--------------+ Minimum initial investment of $100,000
| 3 | Amount of investment $____________
| Investment | Make the check payable to Boston Partners Micro Cap Value Fund.
| Information: |
+--------------+ Shareholders may not purchase shares of this Fund with a check
issued by a third party and endorsed over to the Fund.

- ---------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid
OPTIONS: by check. If not 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 |_|

+--------------+ To use this option, you must initial the appropriate line
| 4 | below. I authorize the Transfer Agent to accept instructions
| Telephone | from any persons to redeem or exchange shares inmy account(s)
| Redemption: | by telephone in accordance with the procedures and conditions
+--------------+ set forth in the Fund'scurrent prospectus.

Redeem shares, and send the proceeds to the address of record.

---------------------------- --------------------------
individual initial joint initial

<PAGE>

Exchange shares for shares of The Boston joint initial
Partners Large Cap Value Fund, Boston Partners Mid Cap Value
Fund or Boston Partners Bond Fund.

+--------------+ The Account Investment Plan which is available to shareholders
| 5 | of the Fund, makes possible regularly scheduled purchases of
| Automatic | Fund shares to allow dollar-cost averaging. The Fund's Transfer
| Investment | Agent can arrange for an amount of money selected by you to be
| Plan: | deducted from your checking account and used to purchase shares
+--------------+ of the Fund.

Please debit $________ from my checking account (named below on
or about the 20th of the month. Please attach an unsigned,
voided check.
|_| Monthly |_| Every Alternate Month |_| Quarterly |_| Other

- --------------- ---------------------------------------------------------------
BANK OF RECORD: BANK NAME STREET ADDRESS OR P.O. BOX

- --------------- ---------------------------------------------------------------
CITY STATE ZIP CODE

---------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

+--------------+ The undersigned warrants that I (we) have fully authority and,
| 6 | if a natural person, I (we) am (are) of legal age to purchase
| Signatures: | shares pursuant to this Account Application, and I (we) have
+--------------+ received a current prospectus for the Fund in which I (we) am
(are) investing. Under the Interest and Dividend Tax Compliance
Act of 1983, the Fund is required to have the following
certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be
issued to), and
(2) I am not subject to backup withholding because (a) I am
exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service that I am subject to 31% backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.

NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP
WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND
DIVIDENDS ON YOUR TAX RETURN. THE INTERNAL REVENUE SERVICE DOES
NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATION REQUIRED TO AUDIT BACKUP
WITHHOLDING.

---------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

---------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

---------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE

---------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

(If you are signing for a corporation, you must indicate
corporate office or title. If you wish additional signatories
on the account, please include a corporate resolution. If
signing as a fiduciary, you must indicate capacity.)

For information on additional options, such as IRA
Applications, rollover requests for qualified retirement plans,
or for wire instructions, please call us at 1-888-261-4073.

MAIL COMPLETED ACCOUNT APPLICATION
AND CHECK TO: THE BOSTON PARTNERS MICRO CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852

<PAGE>

THE RBB FUND, INC.
(BOSTON PARTNERS INVESTOR CLASS OF
THE BOSTON PARTNERS MICRO CAP VALUE FUND)

CROSS REFERENCE SHEET

Form N-1A Item Location

Part A Prospectus

1. Cover Page.............................. Cover Page

2. Synopsis................................ Introduction

3. Condensed Financial Information......... Not Applicable

4. General Description of Registrant....... Cover Page; The Fund; Investment
Objectives and Policies

5. Management of the Fund.................. Management

6. Capital Stock and Other Securities...... Cover Page; Dividends and
Distributions; Multi Class
Structure; Description of Shares

7. Purchase of Securities Being Offered.... How to Purchase Shares; Net Asset
Value

8. Redemption or Repurchase................ How to Redeem and Exchange
Shares; Net Asset Value

9. Legal Proceedings....................... Inapplicable

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PART B STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page.............................. Cover Page

11. Table of Contents....................... Contents

12. General Information and History......... General; See Prospectus - "The
Fund"

13. Investment Objectives and Policies...... Investment Objectives and
Policies

14. Management of the Fund.................. Directors and Officers;
Investment Advisory, Distribution
and Servicing Arrangements

15. Control Persons and Principal Holders
of Securities......................... Miscellaneous

16. Investment Advisory and Other
Services.............................. Investment Advisory, Distribution
and Servicing Arrangements; See
Prospectus - "Management"

17. Brokerage Allocation and Other
Practices............................. Portfolio Transactions

18. Capital Stock and Other Securities...... Additional Information Concerning
Fund Shares; See Prospectus -
"Dividends and Distributions"
"Multi Class Structure" and
"Description of Shares"

19. Purchase, Redemption and Pricing of
Securities Being Offered.............. Purchase and Redemption
Information Valuation of Shares;
See Prospectus - "How to Purchase
Shares", "How to Redeem Shares"
and "Distribution of Fund Shares"

20. Tax Status.............................. Taxes; See Prospectus - "Taxes"

21. Underwriters............................ Portfolio Transactions

22. Calculation of Performance Data......... Performance Information

23. Financial Statements.................... Financial Statements

PART C OTHER INFORMATION

Information required to be included in Part C is set forth under the appropriate
item, so numbered in Part C of this Registration Statement.

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BOSTON PARTNERS MICRO CAP VALUE FUND
(INVESTOR SHARES)
OF
THE RBB FUND, INC.

Boston Partners Micro Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of the Investor Class ("Shares") offered by this Prospectus
represent interests in the Fund. The Fund is a diversified fund that seeks
long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks. It seeks to achieve
its objectives by investing at least 65% of its total assets in a diversified
portfolio consisting of equity securities of issuers with market
capitalizations that do not exceed $500 million when purchased by the Fund, and
identified by Boston Partners Asset Management, L.P. (the "Adviser") as equity
securities that possess value characteristics. The Adviser examines various
factors in determining the value characteristics of such issuers, including,
but not limited to, price to book value ratios and price to earnings ratios.
These value characteristics are examined in the context of the issuer's
operating and financial fundamentals such as return on equity, earnings growth
and cash flow.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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PROSPECTUS __________, 1998

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EXPENSE TABLE

The following table illustrates the shareholder transaction and annual
operating expenses that are estimated to be incurred by Investor Shares of the
Fund (after fee waivers and expense reimbursements) during the next twelve
months as a percentage of average daily net assets. An example based on the
summary is also shown.

SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Charge Imposed on Purchases........................None
Maximum Sales Charge Imposed on Reinvested Dividends.............None
Maximum Deferred Sales Charge....................................None
Redemption Fee1.................................................1.00%
Exchange Fee.....................................................None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
ASSETS)

Management Fees (after waivers)2..................................0.00%
12b-1 Fees (after waivers)2.......................................0.00%
Other Expenses....................................................1.80%
Total Fund Operating Expenses (after waivers and
expense reimbursements)2.................................1.80%
=====
1 To prevent the Fund from being adversely affected by the
transaction costs associated with short-term shareholder
transactions, the Fund will redeem shares at a price equal
to the net asset value of the shares, less an additional
transaction fee equal to 1.00% of the net asset value of all
such shares redeemed that have been held for less than one
year. Such fees are not sales charges or contingent
deferred sales charges, but are retained by the Fund for the
benefit of all shareholders.

2 In the absence of fee waivers and expense reimbursements, Management
Fees would be 1.25%, Other Expenses would be 2.00%, 12b-1 Fees would
be 0.25% and Total Fund Operating Expenses would be 3.50%. Management
Fees and 12b-1 Fees are each based on average daily net assets and are
calculated daily and paid monthly.

EXAMPLE

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ONE THREE
YEAR YEARS
---- -----
Boston Partners Micro Cap Value Fund $18 $57

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INTRODUCTION
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RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-six separate investment portfolios. The Shares offered by this Prospectus
represent interests in the Boston Partners Micro Cap Value Fund. RBB was
incorporated in Maryland on February 29, 1988.

INVESTMENT OBJECTIVES AND POLICIES
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investment in foreign securities or their conversion into U.S. dollars. The
value of the assets of the Fund as measured in U.S. dollars may therefore be
affected favorably or unfavorably by changes in exchange rates. There may be
less publicly available information concerning foreign issuers than is available
with respect to U.S. issuers. Foreign securities may not be registered with the
U.S. Securities and Exchange Commission, and generally, foreign companies are
not subject to uniform accounting, auditing and financial reporting requirements
comparable to those applicable to U.S. issuers. ADRs and EDRs are receipts
issued by a U.S. bank or trust company evidencing ownership of underlying
securities issued by a foreign issuer. ADRs and EDRs may be listed on a national
securities exchange or may trade in the over-the-counter market. ADR and EDR
prices are denominated in U.S. dollars, even though the underlying security may
be denominated in a foreign currency. The underlying security may be subject to
foreign government taxes which would reduce the yield on such securities.
Investments in such instruments involve risks similar to those of investing
directly in foreign securities. See "Investment Objectives and Policies--Foreign
Securities" in the Statement of Additional Information.

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INVESTMENT LIMITATIONS
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The Fund may not:

If a percentage restriction is satisfied at the time of investment,
a later increase or decrease in percentage resulting from a change in values
will not constitute a violation of that restriction.

PORTFOLIO TURNOVER

The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will not exceed 150%. Such a relatively high

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portfolio turnover will be accompanied by relatively high transactional
(i.e., brokerage) costs. It may also result in increased capital gains realized
by the Fund and distributed to shareholders.

RISK FACTORS
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MANAGEMENT
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BOARD OF DIRECTORS

The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.

INVESTMENT ADVISER

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managers and securities analysts who provide research services to the Fund. For
its services to the Fund, the Adviser is paid a monthly advisory fee computed at
an annual rate of 1.25% of the Fund's average daily net assets. The Adviser has
notified RBB, however, that it intends to waive all advisory fees during the
current fiscal year.

PORTFOLIO MANAGEMENT

The day-to-day portfolio management of the Fund is the responsibility
of David M. Dabora, and Wayne J. Archambo who are portfolio managers of the
Adviser. Prior to taking on day to day responsibilities for the Micro Cap Value
Fund, Mr. Dabora was an assistant portfolio manager/analyst of the premium
equity product of the Adviser, an all-cap value institutional product. Before
joining the Adviser in April 1995, Mr. Dabora had been employed by The Boston
Company Asset Management, Inc. since 1991 as a senior equity analyst. Mr. Dabora
has over 10 years of investment experience and is a Chartered Financial Analyst.
Mr. Archambo oversees the investment activities of the Adviser's $900 million
of mid-capitalization value equity product, including the $56 million Mid Cap
Value Fund and small-capitalization value institutional equity assets under
management worth approximately $1.2 billion. Prior to joining the Adviser in
April 1995, Mr. Archambo had been employed by The Boston Company Asset
Management, Inc. since 1989 as a senior portfolio manager and a member of that
firm's Equity Policy Committee. Mr. Archambo has over 15 years of investment
experience and is a Chartered Financial Analyst.

ADMINISTRATOR

ADMINISTRATIVE SERVICES AGENT

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

PNC Bank, National Association ("PNC Bank") serves as the Fund's
custodian and PFPC serves as the Fund's transfer agent and dividend disbursing
agent. The principal offices of PFPC, an indirect, wholly-owned subsidiary of
PNC Bank, are located at 400 Bellevue Parkway, Wilmington, Delaware 19809. PFPC
may enter into shareholder servicing agreements with registered broker-dealers
who have entered into dealer agreements, with the Distributor ("Authorized
Dealers") for the provision of certain shareholder support services to customers
of such Authorized Dealers who are shareholders of the Fund. The services
provided and the fees payable by the Fund for these services are described in
the Statement of Additional Information under "Investment Advisory, Distribution
and Servicing Arrangements."

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York 10017, acts as distributor
for the Shares pursuant to a distribution agreement (the "Distribution
Agreement") with RBB on behalf of the Shares.

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<PAGE>

EXPENSES

The expenses of the 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. The Investor Class of the Fund pays its own
distribution fees, and may pay a different share than the Institutional Class of
other expenses (excluding advisory and custodial fees) if those expenses are
actually incurred in a different amount by the Investor Class or if it receives
different services.

DISTRIBUTION OF SHARES
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Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of the Shares,
(ii) ongoing servicing and/or maintenance of the accounts of Shareholders, and
(iii) sub-transfer agency services, subaccounting services or administrative
services related to the sale of the Shares, all as set forth in the Fund's 12b-1
Plan. The Distributor may delegate some or all of these functions to Service
Agents. See "How to Purchase Shares Purchases Through Intermediaries."

The Plan obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Shares the fee agreed to
under the Distribution Agreement. Payments under the Plan are not tied
exclusively to expenses actually incurred by the Distributor, and the payments
may exceed distribution expenses actually incurred.

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<PAGE>

PURCHASES THROUGH INTERMEDIARIES

Shares of the Fund may be available through certain brokerage firms,
financial institutions and other industry professionals (collectively, "Service
Organizations"). Certain features of the Shares, such as the initial and
subsequent investment minimums and certain trading restrictions, may be modified
or waived by Service Organizations. Service Organizations may impose transaction
or administrative charges or other direct fees, which charges and fees would not
be imposed if Shares are purchased directly from the Fund. Therefore, a client
or customer should contact the Service Organization acting on his behalf
concerning the fees (if any) charged in connection with a purchase or redemption
of Shares and should read this Prospectus in light of the terms governing his
accounts with the Service Organization. Service Organizations will be
responsible for promptly transmitting client or customer purchase and redemption
orders to the Fund in accordance with their agreements with the Fund and with
clients or customers. Service Organizations or, if applicable, their designees
that have entered into agreements with the Fund or its agent may enter confirmed
purchase orders on behalf of clients and customers, with payment to follow no
later than the Fund's pricing on the following Business Day. If payment is not
received by such time, the Service Organization could be held liable for
resulting fees or losses. The Fund will be deemed to have received a purchase or
redemption order when a Service Organization, or, if applicable, its authorized
designee, accepts a purchase or redemption order in good order. Orders received
by the Fund in good order will be priced at the Fund's net asset value next
computed after they are accepted by the Service Organization or its authorized
designee.

For administration, subaccounting, transfer agency and/or other services,
Boston Partners, the Distributor or their affiliates may pay Service
Organizations and certain recordkeeping organizations a fee of up to .35% (the
"Service Fee") of the average annual value of accounts with the Fund maintained
by such Service Organizations or recordkeepers. The Service Fee payable to any
one Service Organization is determined based upon a number of factors, including
the nature and quality of services provided, the operations processing
requirements of the relationship and the standardized fee schedule of the
Service Organization or recordkeeper.

The Adviser, the Distributor or either of their affiliates may, at
their own expense, provide promotional incentives for qualified recipients who
support the sale of Shares, consisting of securities dealers who have sold
Shares or others, including banks and other financial institutions, under
special arrangements. Incentives may include opportunities to attend business
meetings, conferences, sales or training programs for

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<PAGE>

recipients, employees or clients and other programs or events and may also
include opportunities to participate in advertising or sales campaigns and/or
shareholder services and programs regarding one or more Boston Partners Funds.
Travel, meals and lodging may also be paid in connection with these promotional
activities. In some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the sale
or expected sale of significant amounts of Shares.

HOW TO PURCHASE SHARES
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GENERAL

Shares representing interests in the Fund are offered continuously for
sale by the Distributor and may be purchased without imposition of a sales
charge. Shares may be purchased initially by completing the application included
in this Prospectus and forwarding the application to the Fund's transfer agent,
PFPC. Purchases of Shares may be effected by wire to an account to be specified
by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston Partners Micro Cap Value Fund," c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899-8852. The name of the Fund, Boston Partners Micro Cap
Value Fund, must also appear on the check or Federal Reserve Draft. Shareholders
may not purchase shares of the Boston Partners Micro Cap Value Fund with a check
issued by a third party and endorsed over to the Fund. Federal Reserve Drafts
are available at national banks or any state bank which is a member of the
Federal Reserve System. Initial investments in the Fund must be at least $2,500
and subsequent investments must be at least $100. The Fund reserves the right to
suspend the offering of Shares for a period of time or to reject any purchase
order. As of the date of this Prospectus, the Fund intends to suspend the
offering of Shares upon the Fund's attaining $200 million in total assets.

The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after a purchase order is received in good order by the Fund or its agents.
Orders received by the Fund or its agents prior to the close of the NYSE
(generally 4:00

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<PAGE>

p.m. Eastern Time) are priced at that Business Day's net asset value. Orders
received by the Fund or its agents after its close of the NYSE are priced at the
net asset value next determined on the following Business Day. In those cases
where an investor pays for Shares by check, the purchase will be effected at the
net asset value next determined after the Fund or its agents receives the order
and the completed application.

Provided that the investment is at least $2,500, An investor may also
purchase Shares by having his bank or his broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Fund does
not currently impose a service charge for effecting wire transfers but reserves
the right to do so in the future. In order to ensure prompt receipt of an
investor's Federal Funds wire for an initial investment, it is important that an
investor follows these steps:

B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:

PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number
with the Fund)
FOR PURCHASE OF: Boston Partners Micro Cap Value
Fund
AMOUNT: (amount to be invested)

C. Fully complete and sign the application and mail it to the address
shown thereon. PFPC will not process purchases until it receives a fully
completed and signed application.

For subsequent investments, an investor should follow steps A and B
above.

AUTOMATIC INVESTING

Additional investments in Shares may be made automatically by
authorizing the Fund's transfer agent to withdraw funds from your bank account.
Investors desiring to participate in the

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automatic Investing Program should call the Fund's transfer agent, PFPC, at
(888) 261-4073 to obtain the appropriate forms.

RETIREMENT PLANS

Shares may be purchased in conjunction with individual retirement
accounts ("IRAs") and rollover IRAs where PNC Bank acts as custodian. For
further information as to applications and annual fees, contact the Fund's
transfer agent, PFPC, at (888) 261-4073. To determine whether the benefits of an
IRA are available and/or appropriate, a shareholder should consult with a tax
adviser.

HOW TO REDEEM AND EXCHANGE SHARES
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REDEMPTION BY MAIL

Shareholders may redeem for cash some or all of their Shares of the
Fund at any time. To do so, a written request in proper form must be sent
directly to Boston Partners Micro Cap Value Fund, c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899- 8852. There is no charge for a redemption, unless
the Shareholder has held his or her Shares for less than one year, upon which a
fee equal to 1% of the net asset value of the Shares redeemed at the time of
redemption will be imposed.

SYSTEMATIC WITHDRAWAL PLAN

If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan and receive regular periodic payments. A request to
establish a Systematic Withdrawal Plan must be submitted in writing to PFPC at
P.O. Box

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8852, Wilmington, Delaware 19899-8852. Each withdrawal redemption will be
processed on or about the 25th of the month and mailed as soon as possible
thereafter. There are no service charges for maintenance; the minimum amount
that you may withdraw each period is $100. (This is merely the minimum amount
allowed and should not be mistaken for a recommended amount.) The holder of a
Systematic Withdrawal Plan will have any income dividends and any capital gains
distributions reinvested in full and fractional shares at net asset value. To
provide funds for payment, Shares will be redeemed in such amount as is
necessary at the redemption price, which is net asset value next determined
after the Fund's receipt of a redemption request. Redemption of Shares may
reduce or possibly exhaust the Shares in your account, particularly in the event
of a market decline. As with other redemptions, a redemption to make a
withdrawal payment is a sale for federal income tax purposes. Payments made
pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or
income since part of such payments may be a return of capital.

You will ordinarily not be allowed to make additional investments of
less than the aggregate annual withdrawals under the Systematic Withdrawal Plan
during the time you have the plan in effect and, while a Systematic Withdrawal
Plan is in effect, you may not make periodic investments under the Automatic
Investment Plan. You will receive a confirmation of each transaction showing the
sources of the payment and the Share and cash balance remaining in your plan.
The plan may be terminated on written notice by the shareholder or by the Fund
and will terminate automatically if all Shares are liquidated or withdrawn from
the account or upon the death or incapacity of the shareholder. You may change
the amount and schedule of withdrawal payments or suspend such payments by
giving written notice to the Fund's transfer agent at least seven Business Days
prior to the end of the month preceding a scheduled payment.

TRANSACTION FEE IMPOSED ON CERTAIN REDEMPTIONS

The Fund requires the payment of a transaction fee on redemptions of
Shares of the Fund held for less than one year equal to 1.00% of the net asset
value of such Shares redeemed at the time of redemption. This additional
transaction fee is paid to the Fund, NOT to the adviser, distributor or transfer
agent. It is NOT a sales charge or a contingent deferred sales charge. The
purpose of the additional transaction fee is to indirectly allocate transaction
costs associated with redemptions to those investors making redemptions after
holding their shares for a short period, thus protecting existing shareholders.
These costs include: (1) brokerage costs; (2) market impact costs -- i.e., the
decrease in market prices which may result when the Fund sells certain
securities in order to raise cash to meet the redemption request; (3) the
realization of capital gains by the other shareholders in the Fund; and (4) the
effect of the "bid-

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ask" spread in the over-the-counter market. The 1.00% amount represents the
Fund's estimate of the brokerage and other transaction costs which may be
incurred by the Fund in disposing of stocks in which the Fund may invest.
Without the additional transaction fee, the Fund would generally be selling its
shares at a price less than the cost to the Fund of acquiring the portfolio
securities necessary to maintain its investment characteristics, resulting in
reduced investment performance for all shareholders in the Fund. With the
additional transaction fee, the transaction costs of selling additional stocks
are not borne by all existing shareholders, but the source of funds for these
costs is the transaction fee paid by those investors making redemptions.

INVOLUNTARY REDEMPTION

PAYMENT OF REDEMPTION PROCEEDS

With the exception of redemptions to which the 1.00% transaction fee
applies, the redemption price is the net asset value per share next determined
after the request for redemption is received in proper form by the Fund or its
agents. For redemptions to which the additional transaction fee applies, the
redemption price is the net asset value per share next determined after the
request for redemption is received in proper form by the Fund or its agents,
less an amount equal to 1.00% of the net asset value of such shares redeemed
that the shareholder has held for less than one year. Payment for Shares
redeemed is made by check mailed within seven days after acceptance by the Fund
or its agents of the request and any other necessary documents in proper order.
Such payment may be postponed or the right of redemption suspended as permitted
by the 1940 Act. If the Shares to be redeemed have been recently purchased by
check, the Fund's transfer agent may delay mailing a redemption check, which may
be a period of up to 15 days, pending a determination that the check has
cleared. The Fund has elected to be governed by Rule 18f-1 under the 1940 Act so
that a portfolio is obligated to redeem its shares solely in cash up to the
lesser of $250,000 or 1% of its net asset value during any 90-day period for any
one shareholder of a portfolio.

EXCHANGE PRIVILEGE

The exchange privilege is available to shareholders residing in any
state in which the Shares being acquired may be legally

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sold. A shareholder may exchange Shares of the Fund for Investor Shares of the
Boston Partners Large Cap Value Fund, Boston Partners Mid Cap Value Fund or
Boston Partners Bond Fund subject to the restrictions described under "Exchange
Privilege Limitations." Such exchange will be effected at the net asset value of
the exchanged Fund and the net asset value of the Boston Partners Large Cap
Value Fund, Boston Partners Mid Cap Value Fund or Boston Partners Bond Fund next
determined after receipt of a request for an exchange by the Fund or its agents.
An exchange of Shares will be treated as a sale for federal income tax purposes.
See "Taxes." A shareholder wishing to make an exchange may do so by sending a
written request to PFPC.

If the exchanging shareholder does not currently own Investor Shares of
the Boston Partners Large Cap Value Fund, Boston Partners Mid Cap Value Fund or
Boston Partners Bond Fund, a new account will be established with the same
registration, dividend and capital gain options as the account from which shares
are exchanged, unless otherwise specified in writing by the shareholder with all
signatures guaranteed. A signature guarantee may be obtained from a domestic
bank or trust company, broker, dealer, clearing agency or savings association
who are participants in a medallion program recognized by the Securities
Transfer Association. The three recognized medallion programs are Securities
Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program
(SEMP) and New York Stock Exchange, Inc. Medallion Signature Program (MSP).
Signature guarantees that are not part of these programs will not be accepted.
The exchange privilege may be modified or terminated at any time, or from time
to time, by RBB, upon 60 days' written notice to shareholders.

If an exchange is to a new account in the Boston Partners Large Cap
Value Fund, Boston Partners Mid Cap Value Fund or Boston Partners Bond Fund, the
dollar value of Investor Shares acquired must equal or exceed that Fund's
minimum for a new account; if to an existing account, the dollar value must
equal or exceed that Fund's minimum for subsequent investments. If any amount
remains in the Fund from which the exchange is being made, such amount must not
drop below the minimum account value required by the Fund.

EXCHANGE PRIVILEGE LIMITATIONS

The Fund's exchange privilege is not intended to afford shareholders a
way to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Fund and increase transaction costs, the Fund has established
a policy of limiting excessive exchange activity.

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<PAGE>

TELEPHONE TRANSACTIONS

RBB's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2)
requiring the caller to provide the names of the account owners, the account
social security number and name of the Fund, all of which must match RBB's
records; (3) requiring RBB's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(4) permitting exchanges only if the two account registrations are identical;
(5) requiring that redemption proceeds be sent only by check to the account
owners of record at the address of record, or by wire only to the owners of
record at the bank account of record; (6) sending a written confirmation for
each telephone transaction to the owners of record at the address of record
within five (5) Business Days of the call; and (7) maintaining tapes of
telephone transactions for six months, if the Fund elects to record shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners and other industry professionals, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under a power of attorney.

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NET ASSET VALUE
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The net asset values for each class of a fund are calculated by adding
the value of the proportionate interest of the class in a fund's cash,
securities and other assets, deducting actual and accrued liabilities of the
class and dividing the result by the number of outstanding shares of the class.
The net asset value of each class is calculated independently of each other
class. The net asset values are calculated as of the close of regular trading on
the NYSE, generally 4:00 p.m. Eastern Time on each Business Day.

DIVIDENDS AND DISTRIBUTIONS
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TAXES
- --------------------------------------------------------------------------------

RBB will send written notices to shareholders annually regarding the
tax status of distributions made by the Fund. Dividends declared in December of
any year payable to shareholders of record on a specified date in such a month
will be deemed to have been received by the shareholders on December 31,
provided such dividends are paid during January of the following year. The Fund
intends to make sufficient actual or deemed distributions prior to the end of
each calendar year to avoid liability for federal excise tax.

Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will

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generally recognize capital gain or loss for federal income tax purposes.

Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships may be subject to
different U.S. Federal income tax treatment.

MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------

The Fund offers one other class of shares, Institutional Shares, which
is offered directly to institutional investors pursuant to a separate
prospectus. Shares of each class represent equal pro rata interests in the Fund
and accrue dividends and calculate net asset value and performance quotations in
the same manner. The Fund will quote performance of the Institutional Shares
separately from Investor Shares. Because of different expenses paid by the
Investor Shares, the total return on such shares can be expected, at any time,
to be different than the total return on Institutional Shares. Information
concerning other classes may be obtained by calling the Fund at (800) 311- 9783
or 9829.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.

-21-

<PAGE>

required by law, RBB will assist in shareholder communication in such matters.

As of ___________, 1998, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

OTHER INFORMATION
- --------------------------------------------------------------------------------

REPORTS AND INQUIRIES

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.

FUTURE PERFORMANCE INFORMATION

-22-

<PAGE>

that would equate the assumed initial investment of $1,000 to the ending
redeemable value, net of fees, according to a required standardized calculation.
The standard calculation is required by the SEC to provide consistency and
comparability in investment company advertising. The Fund may also from time to
time include in such advertising an aggregate total return figure or a total
return figure that is not calculated according to the standardized formula in
order to compare more accurately the Fund's performance with other measures of
investment return. For example, the Fund's total return may be compared with
data published by Lipper Analytical Services, Inc., CDA Investment Technologies,
Inc. or Weisenberger Investment Company Service, or with the performance of the
____________ Index. Performance information may also include evaluation of the
Fund by nationally recognized ranking services and information as reported in
financial publications such as BUSINESS WEEK, FORTUNE, INSTITUTIONAL INVESTOR,
MONEY MAGAZINE, FORBES, BARRON'S, THE WALL STREET JOURNAL, THE NEW YORK TIMES,
or other national, regional or local publications. All advertisements containing
performance data will include a legend disclosing that such performance data
represents past performance and that the investment return and principal value
of an investment will fluctuate so that an investor's Shares, when redeemed, may
be worth more or less than their original cost.

-23-

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

-24-

<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 PROSPECTUS
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. __________, 1998
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

TABLE OF CONTENTS
PAGE
----

<S> <C>
INTRODUCTION................................................................. 4
INVESTMENT OBJECTIVES AND POLICIES........................................... 4
INVESTMENT LIMITATIONS....................................................... 7
RISK FACTORS................................................................. 8 BOSTON PARTNERS
MANAGEMENT................................................................... 8 MICRO CAP
DISTRIBUTION OF SHARES....................................................... 10 VALUE FUND
HOW TO PURCHASE SHARES....................................................... 11
HOW TO REDEEM AND EXCHANGE SHARES............................................ 13 (Investor Shares
NET ASSET VALUE.............................................................. 17
DIVIDENDS AND DISTRIBUTIONS.................................................. 17
TAXES .................................................................... 18
MULTI-CLASS STRUCTURE........................................................ 19
DESCRIPTION OF SHARES........................................................ 19
OTHER INFORMATION............................................................ 20

INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York bp

COUNSEL BOSTON PARTNERS ASSET MANAGEMENT, L.P.
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania --------------------------------------

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

<PAGE>

BOSTON PARTNERS MICRO CAP VALUE FUND bp
(INVESTOR CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------
ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application,
please call 1-888-261-4073

- ---------------- (Please check the appropriate box(es) below.)
| 1 | Individual Joint Tenant Other
| Account |
| Registration:| ----------------------------------------------------------------------------------------------------------------
- ---------------- Name SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER

----------------------------------------------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts,the account registrants will be joint tenants with right of survivorship and not tenants in
common unless tenants in common or community property registrations are requested.

- ----------------
GIFT TO MINOR: UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
- ---------------- ----------------------------------------------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)

----------------------------------------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

----------------------------------------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH

- ------------------
CORPORATION,
PARTNERSHIP, TRUST
OR OTHER ENTITY:
- ------------------ ----------------------------------------------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)

----------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

- ---------------- ----------------------------------------------------------------------------------------------------------------
| 2 | STREET OR P.O. BOX AND/OR APARTMENT NUMBER
| Mailing |
| Address: | ----------------------------------------------------------------------------------------------------------------
- ---------------- CITY STATE ZIP CODE

----------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER

- ---------------- Minimum initial investment of $2,500 Amount of investment $____________
| 3 |
| Investment | Make the ckeck payable to Boston Partners Micro Cap Value Fund.
| Information: |
- ---------------- Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over to
the Fund.

- ----------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid by check. If not options are selected
OPTIONS: below, both dividends and capital gains will be reinvested in additional Fund shares.
- ----------------
DIVIDENDS Pay by check Reinvest CAPITAL GAINS Pay by check Reinvest

- ---------------- To use this option, you must initial the appropriate line below.
| 4 | I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares in
| Telephone | my account(s) by telephone in accordance with the procedures and conditions set forth in the Fund's
| Redemption: | current prospectus.
- ----------------
_____________________________________ _____________________ Redeem shares, and send the proceeds to the
individual initial joint initial address of record.

<PAGE>

_____________________________________ ______________________Exchange shares for shares of The Boston
individual initial joint initial Partners Large Cap Value Fund, Boston
Partners Mid Cap Value Fund or Boston
Partners Bond Fund.

- ---------------- The Account Investment Plan which is available to shareholders of the Fund, makes possible regularly
| 5 | scheduled purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can
| Automatic | arrange for an amount of money selected by you to be deducted from your checking account and used to
| Investment | purchase shares of the Fund.
| Plan: |
- ---------------- Please debit $________ from my checking account (named below on or about the 20th of the month. Please
attach an unsigned, voided check.
Monthly Every Alternate Month Quarterly Other

- ---------------- ----------------------------------------------------------------------------------------------------------------
BANK OF RECORD: BANK NAME STREET ADDRESS OR P.O. BOX
- ----------------
----------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE

----------------------------------------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

- ---------------- The undersigned warrants that I (we) have fully authority and, if a natural person, I (we) am (are) of legal age
| 6 | to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for the
| | Fund in which I (we) am (are) investing.
| Signatures: | Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
- ---------------- certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to
be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.

NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE INTERNAL
REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION
REQUIRED TO AUDIT BACKUP WITHHOLDING.

----------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

----------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE

----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must indicate
capacity.)

For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.

MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS MICRO CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852

</TABLE>

<PAGE>
BOSTON PARTNERS MICRO CAP VALUE FUND
(INSTITUTIONAL AND INVESTOR CLASSES)

THE RBB FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information provides
supplementary information pertaining to shares of the Investor and Institutional
Classes (the "Shares") representing interests in the Boston Partners Micro Cap
Value Fund (the "Fund") of The RBB Fund, Inc. ("RBB"). This Statement of
Additional Information is not a prospectus, and should be read only in
conjunction with the Boston Partners Micro Cap Value Fund Prospectuses, dated
__________, 1998 (together, the "Prospectus"). A copy of any of the Prospectuses
may be obtained from RBB by calling toll-free (800) 311-9783 or 9829. This
Statement of Additional Information is dated __________, 1998.

CONTENTS

INSTITUTIONAL INVESTOR
PROSPECTUS PROSPECTUS
PAGE PAGE PAGE

General................................
Investment Objectives and Policies.....
Directors and Officers.................
Investment Advisory, Distribution
and Servicing Arrangements...........
Portfolio Transactions.................
Purchase and Redemption Information....
Valuation of Shares....................
Performance and Yield Information......
Taxes..................................
Additional Information Concerning
RBB Shares..........................
Miscellaneous..........................
Financial Statements...................
Appendix A.............................

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION IN
CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY RBB OR ITS DISTRIBUTOR. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
FUND OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

<PAGE>
GENERAL

The RBB Fund, Inc. ("RBB") is an open-end management
investment company currently operating or proposing to operate
twenty-six separate investment portfolios. RBB was organized as
a Maryland corporation on February 29, 1988.

Capitalized terms used herein and not otherwise defined have
the same meanings as are given to them in the Prospectus.

INVESTMENT OBJECTIVES AND POLICIES

The following supplements the information contained in the
Prospectus concerning the investment objectives and policies of the Fund.

ADDITIONAL INFORMATION ON FUND INVESTMENTS.

LENDING OF FUND SECURITIES. The Fund may lend its portfolio
securities to financial institutions in accordance with the investment
restrictions described below. Such loans would involve risks of delay in
receiving additional collateral in the event the value of the collateral
decreased below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans will be made only to
borrowers deemed by the Fund's investment adviser to be of good standing and
only when, in the Adviser's judgment, the income to be earned from the loans
justifies the attendant risks. Any loans of the Fund's securities will be fully
collateralized and marked to market daily.

INDEXED SECURITIES. The Fund may invest in indexed securities
whose value is linked to securities indices. Most such securities have values
which rise and fall according to the change in one or more specified indices,
and may have characteristics similar to direct investments in the underlying
securities. The Fund does not presently intend to invest more than 5% of net
assets in indexed securities.

REPURCHASE AGREEMENTS. The Fund may agree to purchase
securities from financial institutions subject to the seller's agreement to
repurchase them at an agreed-upon time and price ("repurchase agreements"). The
securities held subject to a repurchase agreement may have stated maturities
exceeding 13 months, provided the repurchase agreement itself matures in less
than 13 months. The financial institutions with whom the Fund

-2-

<PAGE>
may enter into repurchase agreements will be banks which the Adviser considers
creditworthy pursuant to criteria approved by the Board of Directors and
non-bank dealers of U.S. Government securities that are listed on the Federal
Reserve Bank of New York's list of reporting dealers. The Adviser will consider
the creditworthiness of a seller in determining whether to have the Fund enter
into a repurchase agreement. The seller under a repurchase agreement will be
required to maintain the value of the securities subject to the agreement at not
less than the repurchase price plus accrued interest. The Adviser will mark to
market daily the value of the securities, and will, if necessary, require the
seller to maintain additional securities, to ensure that the value is not less
than the repurchase price. Default by or bankruptcy of the seller would,
however, expose the Fund to possible loss because of adverse market action or
delays in connection with the disposition of the underlying obligations.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. The
Fund may enter into reverse repurchase agreements with respect to
portfolio securities for temporary purposes (such as to obtain
cash to meet redemption requests) when the liquidation of
portfolio securities is deemed disadvantageous or inconvenient by
the Adviser. Reverse repurchase agreements involve the sale of
securities held by the Fund pursuant to the Fund's agreement to
repurchase the securities at an agreed-upon price, date and rate
of interest. Such agreements are considered to be borrowings
under the Investment Company Act of 1940 (the "1940 Act"), and
may be entered into only for temporary or emergency purposes.
While reverse repurchase transactions are outstanding, the Fund
will maintain in a segregated account with the Fund's custodian
or a qualified sub-custodian, cash or liquid securities of an
amount at least equal to the market value of the securities, plus
accrued interest, subject to the agreement and will monitor the
account to ensure that such value is maintained. Reverse
repurchase agreements involve the risk that the market value of
the securities sold by the Fund may decline below the price of
the securities the Fund is obligated to repurchase. The Fund may
also enter into "dollar rolls," in which it sells fixed income
securities for delivery in the current month and simultaneously
contracts to repurchase substantially similar (same type, coupon
and maturity) securities on a specified future date. During the
roll period, the Fund would forgo principal and interest paid on
such securities. The Fund would be compensated by the difference
between the current sales price and the forward price for the
future purchase, as well as by the interest earned on the cash
proceeds of the initial sale. The Fund does not presently intend
to engage in reverse repurchase or dollar roll transactions
involving more than 5% of the Fund's net assets.

U.S. GOVERNMENT OBLIGATIONS. The Fund may purchase
U.S. Government agency and instrumentality obligations that are
debt securities issued by U.S. Government-sponsored enterprises

-3-

<PAGE>
and federal agencies. Some obligations of agencies and instrumentalities of the
U.S. Government are supported by the full faith and credit of the U.S.
Government or by U.S. Treasury guarantees, such as securities of the Government
National Mortgage Association and the Federal Housing Authority; others, by the
ability of the issuer to borrow, provided approval is granted, from the U.S.
Treasury, such as securities of the Federal Home Loan Mortgage Corporation and
others, only by the credit of the agency or instrumentality issuing the
obligation, such as securities of the Federal National Mortgage Association and
the Federal Loan Banks.

The Fund's net assets may be invested in obligations issued or
guaranteed by the U.S. Treasury or the agencies or instrumentalities of the U.S.
Government, including options and futures on such obligations. The maturities of
U.S. Government securities usually range from three months to thirty years.
Examples of types of U.S. Government obligations include U.S. Treasury Bills,
Treasury Notes and Treasury Bonds and the obligations of Federal Home Loan
Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association,
Government National Mortgage Association, General Services Administration,
Student Loan Marketing Association, Central Bank for Cooperatives, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, the Maritime
Administration, the Asian-American Development Bank and the Inter-American
Development Bank. The Fund does not presently intend to invest more than 5% of
net assets in U.S. Government obligations.

ILLIQUID SECURITIES. The Fund may not invest more than 15% of
its net assets in illiquid securities (including repurchase agreements that have
a maturity of longer than seven days), including securities that are illiquid by
virtue of the absence of a readily available market or legal or contractual
restrictions on resale. Securities that have legal or contractual restrictions
on resale but have a readily available market are not considered illiquid for
purposes of this limitation. With respect to the Fund, repurchase agreements
subject to demand are deemed to have a maturity equal to the notice period.

Mutual funds do not typically hold a significant amount of
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a mutual fund might be
unable to dispose of restricted or other illiquid securities promptly or at
reasonable prices and might thereby experience difficulty satisfying redemptions
within seven days. A mutual

-4-

<PAGE>
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 Fund 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 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 Fund 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).

HEDGING INVESTMENTS. At such times as the Adviser deems it
appropriate and consistent with the investment objective of the Fund, the Fund
may invest in financial futures contracts and options on financial futures
contracts. The purpose of such transactions is to hedge against changes in the
market value of securities in the Fund caused by fluctuating interest rates and
to close out or offset its existing positions in such futures contracts or
options as described below. Such instruments will not be used for speculation.
Futures contracts and options on futures are discussed below.

FUTURES CONTRACTS. The Fund may invest in financial futures
contracts with respect to those securities listed on the _____________ Index.
Financial futures contracts obligate the seller to deliver a specific type of
security called for in the contract, at a specified future time, and for a
specified price. Financial futures contracts may be satisfied by actual delivery
of the securities or, more typically, by entering into an offsetting
transaction. There are risks that are associated with the use of futures
contracts for hedging purposes. In certain market conditions, as in a rising
interest rate environment, sales of futures contracts may not completely offset
a decline in value of the portfolio securities against which the futures

-5-

<PAGE>
contracts are being sold. In the futures market, it may not always be possible
to execute a buy or sell order at the desired price, or to close out an open
position due to market conditions, limits on open positions, and/or daily price
fluctuations. Risks in the use of futures contracts also result from the
possibility that changes in the market interest rates may differ substantially
from the changes anticipated by the Fund's investment adviser when hedge
positions were established. The Fund does not presently intend to invest more
than 5% of net assets in futures contracts.

OPTIONS ON FUTURES. The Fund may purchase and write call and
put options on futures contracts with respect to those securities listed on the
_____________ Index and enter into closing transactions with respect to such
options to terminate an existing position. An option on a futures contract gives
the purchaser the right, in return for the premium paid, to assume a position in
a futures contract. The Fund may use options on futures contracts in connection
with hedging strategies. The purchase of put options on futures contracts is a
means of hedging against the risk of rising interest rates. The purchase of call
options on futures contracts is a means of hedging against a market advance when
the Fund is not fully invested.

There is no assurance that the Fund will be able to close out
its financial futures positions at any time, in which case it would be required
to maintain the margin deposits on the contract. There can be no assurance that
hedging transactions will be successful, as there may be imperfect correlations
(or no correlations) between movements in the prices of the futures contracts
and of the securities being hedged, or price distortions due to market
conditions in the futures markets. Such imperfect correlations could have an
impact on the Fund's ability to effectively hedge its securities. The Fund does
not presently intend to invest more than 5% of net assets in options on futures.

BANK AND CORPORATE OBLIGATIONS. The Fund may purchase
obligations of issuers in the banking industry, such as short-term obligations
of bank holding companies, certificates of deposit, bankers' acceptances and
time deposits issued by U.S. or foreign banks or savings institutions having
total assets at the time of purchase in excess of $1 billion. Investment in
obligations of foreign banks or foreign branches of U.S. banks may entail risks
that are different from those of investments in obligations of U.S. banks due to
differences in political, regulatory and economic systems and conditions. The
Fund may also make interest-bearing savings deposits in commercial and savings
banks in amounts not in excess of 5% of its total assets.

The Fund may invest in debt obligations, such as bonds and
debentures, issued by corporations and other business

-6-

<PAGE>
organizations that are rated at the time of purchase within the three highest
ratings categories of S&P or Moody's (or which, if unrated, are determined by
the Adviser to be of comparable quality). Unrated securities will be determined
to be of the comparable quality to rated debt obligations if, among other
things, other outstanding obligations of the issuers of such securities are
rated A or better. See Appendix "A" for a description of corporate debt ratings.

COMMERCIAL PAPER. The Fund may purchase commercial paper rated
(at the time of purchase) "A-1" by S&P or "Prime-1" by Moody's or, when deemed
advisable by the Fund's investment adviser, issues rated "A-2" or "Prime-2" by
S&P or Moody's, respectively. These rating symbols are described in Appendix "A"
hereto. The Fund may also purchase unrated commercial paper provided that such
paper is determined to be of comparable quality by the Fund's investment adviser
pursuant to guidelines approved by the Fund's Board of Directors. Commercial
paper issues in which the Fund may invest include securities issued by
corporations without registration under the Securities Act of 1933, as amended
(the "Securities Act") in reliance on the exemption from such registration
afforded by Section 3(a)(3) thereof, and commercial paper issued in reliance on
the so-called "private placement" exemption from registration, which is afforded
by Section 4(2) of the Securities Act ("Section 4(2) paper"). Section 4(2) paper
is restricted as to disposition under the federal securities laws in that any
resale must similarly be made in an exempt transaction. Section 4(2) paper is
normally resold to other institutional investors through or with the assistance
of investment dealers who make a market in Section 4(2) paper, thus providing
liquidity. The Fund does not presently intend to invest more than 5% of its net
assets in commercial paper.

FOREIGN SECURITIES. The Fund may invest in foreign securities,
either directly or indirectly through American Depository Receipts and European
Depository Receipts. Investments in foreign securities involve higher costs than
investments in U.S. securities, including higher transaction costs as well as
the imposition of additional taxes by foreign governments. In addition, foreign
investments may include additional risks associated with currency exchange
rates, less complete financial information about the issuers, less market
liquidity and political stability. Future political and economic information,
the possible imposition of withholding taxes on interest income, the possible
seizure or nationalization of foreign holdings, the possible establishment of
exchange controls, or the adoption of other governmental restrictions, might
adversely affect the payment of principal and interest on foreign obligations.

-7-

<PAGE>
Although the Fund may invest in securities denominated in
foreign currencies, the Fund values its securities and other assets in U.S.
dollars. As a result, the net asset value of a Fund's shares may fluctuate with
U.S. dollar exchange rates as well as the price changes of the Fund's securities
in the various local markets and currencies. Thus, an increase in the value of
the U.S. dollar compared to the currencies in which the Fund makes its
investments could reduce the effect of increases and magnify the effect of
decreases in the price of the Fund's securities in their local markets.
Conversely, a decrease in the value of the U.S. dollar may have the opposite
effect of magnifying the effect of increases and reducing the effect of
decreases in the prices of the Fund's securities in its foreign markets. In
addition to favorable and unfavorable currency exchange rate developments, the
Fund is subject to the possible imposition of exchange control regulations or
freezes on convertibility of currency.

INVESTMENT LIMITATIONS.

RBB has adopted the following fundamental investment
limitations, which may not be changed without the affirmative
vote of the holders of a majority of the Fund's outstanding
Shares (as defined in Section 2(a)(42) of the 1940 Act). The
Fund may not:

1. Borrow money, except from banks, and only if after such
borrowing there is asset coverage of at least 300% for all borrowings of the
Fund; or mortgage, pledge or hypothecate any of its assets except in connection
with any such borrowing and in amounts not in excess of the lesser of the dollar
amounts borrowed or 33 1/3% of the value of the Fund's total assets at the time
of such borrowing;

2. Issue any senior securities, except as permitted under the
1940 Act;

3. Act as an underwriter of securities within the meaning of
the Securities Act, except insofar as it might be deemed to be an underwriter
upon disposition of certain portfolio securities acquired within the limitation
on purchases of restricted securities;

4. Purchase or sell real estate (including real estate limited
partnership interests), provided that the Fund may invest (a) in securities
secured by real estate or interests therein or issued by companies that invest
in real estate or interests therein or (b) in real estate investment trusts;

5. Purchase or sell commodities or commodity contracts, except
that a Fund may deal in forward foreign

-8-

<PAGE>
exchanges between currencies of the different countries in which it may invest
and purchase and sell stock index and currency options, stock index futures,
financial futures and currency futures contracts and related options on such
futures;

6. Make loans, except through loans of portfolio instruments
and repurchase agreements, provided that for purposes of this restriction the
acquisition of bonds, debentures or other debt instruments or interests therein
and investment in government obligations, loan participations and assignments,
short-term commercial paper, certificates of deposit and bankers' acceptances
shall not be deemed to be the making of a loan;

7. Invest 25% or more of its assets, taken at market value at
the time of each investment, in the securities of issuers in any particular
industry (excluding the U.S. Government and its agencies and instrumentalities);
or

8. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase, more
than 5% of the value of the Fund's total assets would be invested in the
securities of such issuer, or more than 10% of the outstanding voting securities
of such issuer would be owned by the Fund, except that up to 25% of the value of
the Fund's total assets may be invested without regard to such limitations.

(For purposes of Investment Limitation No. 1, any collateral
arrangements with respect to, if applicable, the writing of options and futures
contracts, options on futures contracts, and collateral arrangements with
respect to initial and variation margin are not deemed to be a pledge of assets.
For purposes of Investment Limitation No. 2, neither the foregoing arrangements
nor the purchase or sale of futures or related options are deemed to be the
issuance of senior securities.)

The Fund may invest in securities issued by other investment
companies within the limits prescribed by the 1940 Act. As a shareholder of
another investment company, the Fund would bear, along with other shareholders,
its pro rata portion of the other investment company's expenses, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that the Fund bears directly in connection with its own operations.

Except as required by the 1940 Act with respect to the
borrowing of money, if a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a change
in market values of portfolio

-9-
<PAGE>
securities or amount of total or net assets will not be
considered a violation of any of the foregoing restrictions.

Securities held by the Fund generally may not be purchased
from, sold or loaned to the Adviser or its affiliates or any of their directors,
officers or employees, acting as principal, unless pursuant to a rule or
exemptive order under the 1940 Act.

-10-

<PAGE>
DIRECTORS AND OFFICERS

The directors and executive officers of RBB, their ages,
business addresses and principal occupations during the past five years are:

POSITION PRINCIPAL OCCUPATION
NAME AND ADDRESS AND AGE WITH FUND DURING PAST FIVE YEARS
- ------------------------ --------- ----------------------
*Arnold M. Reichman -49 Director Senior Managing
466 Lexington Avenue Director, Chief
New York, NY 10017 Operating Officer and
Assistant Secretary,
Warburg Pincus Asset
Management, Inc.;
Director and Executive
Officer of Counsellors
Securities Inc.;
Director/Trustee of
various investment
companies advised
by Warburg Pincus
Asset Management, Inc.

**Robert Sablowsky -58 Director Senior Vice President,
110 Wall Street Fahnestock Co., Inc.
New York, NY 10005 (a registered broker-
dealer); Prior to
October 1996,
Executive Vice
President of Gruntal &
Co., Inc. (a
registered broker-
dealer).

Francis J. McKay -60 Director Since 1963, Executive
7701 Burholme Avenue Vice President, Fox
Philadelphia, PA 19111 Chase Cancer Center
(biomedical research
and medical care).

-11-
<PAGE>
POSITION PRINCIPAL OCCUPATION
NAME AND ADDRESS AND AGE WITH FUND DURING PAST FIVE YEARS
- ------------------------ --------- ----------------------
Marvin E. Sternberg -62 Director Since 1974, Chairman,
937 Mt. Pleasant Road Director and
Bryn Mawr, PA 19010 President, Moyco
Industries, Inc.
(manufacturer of
dental supplies and
precision coated
abrasives); since
1968, Director and
President, Mart MMM,
Inc. (formerly
Montgomeryville
Merchandise Mart Inc.)
and Mart PMM, Inc.
(formerly Pennsauken
Merchandise Mart,
Inc.) (shopping
centers); and since
1975, Director and
Executive Vice
President, Cellucap
Mfg. Co., Inc.
(manufacturer of
disposable headwear).

Julian A. Brodsky -63 Director Director and Vice
1234 Market Street Chairman since 1969
16th Floor Comcast Corporation
Philadelphia, PA 19107-3723 (cable television and
communications);
Director Comcast
Cablevision of
Philadelphia
(cable television
and communications)
and Nextel (wireless
communications).

-12-
<PAGE>
POSITION PRINCIPAL OCCUPATION
NAME AND ADDRESS AND AGE WITH FUND DURING PAST FIVE YEARS
- ------------------------ --------- ----------------------
Donald van Roden -72 Director Self-employed
1200 Old Mill Lane and businessman. From
Wyomissing, PA 19610 Chairman February 1980 to March
of the 1987, Vice Chairman,
Board SmithKline Beecham
Corporation
(pharmaceuticals);
Director, AAA Mid-
Atlantic (auto service);
Director, Keystone
Insurance Co.

Edward J. Roach -73 President Certified Public
Suite 100 and Accountant; Vice
Bellevue Park Treasurer Chairman of the Board,
Corporate Center Fox Chase Cancer
400 Bellevue Parkway Center; Trustee
Wilmington, DE 19809 Emeritus, Pennsylvania
School for the Deaf;
Trustee Emeritus,
Immaculata College;
President or Vice
President and Treasurer
of various investment
companies advised by
PNC Institutional
Management Corporation;
Director, The Bradford
Funds, Inc.

Morgan R. Jones -58 Secretary Chairman of the law
Drinker Biddle & Reath LLP firm of Drinker Biddle
1345 Chestnut Street & Reath LLP; Director,
Philadelphia, PA 19107-3496 Rocking Horse Child
Care Centers of
America, Inc.

- ----------------------

* Mr. Reichman is an "interested person" of RBB, as that term is defined
in the 1940 Act, by virtue of his position with Counsellors Securities
Inc., RBB's distributor.

** Mr. Sablowsky is an "interested person" of RBB, as that term is defined
in the 1940 Act, by virtue of his position with Fahnestock Co., Inc., a
registered broker-dealer.

-13-

<PAGE>
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.

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 $5,000 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,
1997, each of the following members of the Board of Directors received
compensation from RBB in the following amounts:

-14-

<PAGE>
DIRECTORS' COMPENSATION

TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM
BENEFITS ESTIMATED REGISTRANT
AGGREGATE ACCRUED AS ANNUAL AND FUND
COMPENSATION PART OF BENEFITS COMPLEX1
NAME OF PERSON/ FROM FUND UPON PAID TO
POSITION REGISTRANT EXPENSES RETIREMENT DIRECTORS
- --------------- ------------ ---------- ---------- -------------
Julian A. Brodsky, $16,000 N/A N/A $16,000
Director
Francis J. McKay, $19,000 N/A N/A $19,000
Director
Arnold M. Reichman, $ 0 N/A N/A $ 0
Director
Robert Sablowsky, $ 8,000 N/A N/A $ 8,000
Director
Marvin E. Sternberg, $19,000 N/A N/A $19,000
Director
Donald van Roden, $24,000 N/A N/A $24,000
Director and
Chairman

- ----------------------

1 A FUND COMPLEX MEANS TWO OR MORE INVESTMENT COMPANIES THAT HOLD
THEMSELVES OUT TO INVESTORS AS RELATED COMPANIES FOR PURPOSES OF
INVESTMENT AND INVESTOR SERVICES, OR HAVE A COMMON INVESTMENT ADVISER
OR HAVE AN INVESTMENT ADVISER THAT IS AN AFFILIATED PERSON OF THE
INVESTMENT ADVISER OF ANY OTHER INVESTMENT COMPANIES.

ON OCTOBER 24, 1990 RBB ADOPTED, AS A PARTICIPATING EMPLOYER,
THE FUND OFFICE RETIREMENT PROFIT-SHARING PLAN AND TRUST AGREEMENT, A RETIREMENT
PLAN FOR EMPLOYEES (CURRENTLY EDWARD J. ROACH AND ONE OTHER EMPLOYEE), PURSUANT
TO WHICH RBB WILL CONTRIBUTE ON A 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 TWO PART-TIME EMPLOYEES. DRINKER BIDDLE & REATH LLP, OF
WHICH MR. JONES IS A PARTNER, RECEIVES LEGAL FEES AS COUNSEL TO RBB. NO OFFICER,
DIRECTOR OR EMPLOYEE OF BOSTON PARTNERS ASSET MANAGEMENT, L.P. ("BOSTON
PARTNERS" OR THE "ADVISER") OR THE DISTRIBUTOR CURRENTLY RECEIVES ANY
COMPENSATION FROM RBB.

-15-

<PAGE>
INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS

ADVISORY AGREEMENT. Boston Partners renders advisory
services to the Fund pursuant to an Investment Advisory Agreement
dated ______, 1998 (the "Advisory Agreement"). Boston Partners'
general partner is Boston Partners, Inc.

Boston Partners has investment discretion for the Fund and
will make all decisions affecting assets in the Fund under the supervision of
RBB's Board of Directors and in accordance with the Fund's stated policies.
Boston Partners will select investments for the Fund. For its services to the
Fund, Boston Partners is entitled to receive a monthly advisory fee under the
Advisory Agreement computed at an annual rate of 1.25% of the Fund's average
daily net assets. Boston Partners is currently waiving advisory fees in excess
of 0.00% of average daily net assets.

Each class of the Fund bears its own expenses not specifically
assumed by Boston Partners. 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 portfolio include, but
are not limited to, the following (or a portfolio's share of the following): (a)
the cost (including brokerage commissions) of securities purchased or sold by a
portfolio and any losses incurred in connection therewith; (b) fees payable to
and expenses incurred on behalf of a portfolio by Boston Partners; (c) any
costs, expenses or losses arising out of a liability of or claim for damages or
other relief asserted against RBB or a portfolio 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)
the cost of investment company literature and other publications provided by RBB
to its directors and officers; (g) organizational costs; (h) fees to the
investment adviser and PFPC; (i) fees and expenses of officers and directors who
are not affiliated with a portfolios' investment adviser or Distributor; (j)
taxes; (k) interest; (l) legal fees; (m) custodian fees; (n) auditing fees; (o)
brokerage fees and commissions; (p) certain of the fees and expenses of
registering and qualifying the Fund and its shares for distribution under
federal and state securities laws; (q) expenses of preparing prospectuses and
statements of additional information and distributing annually to existing
shareholders that are not attributable to a particular class of shares of RBB;
(r) the expense of reports to shareholders, shareholders' meetings and proxy
solicitations that are not attributable to a particular class of shares of RBB;
(s) fidelity bond and

-16-

<PAGE>
directors' and officers' liability insurance premiums; (t) the expense of using
independent pricing services; and (u) other expenses which are not expressly
assumed by a portfolio's investment adviser under its advisory agreement with
the portfolio. Each class of the Fund pays its own distribution fees, if
applicable, and may pay a different share than other classes of other expenses
(excluding advisory and custodial fees) if those expenses are actually incurred
in a different amount by such class or if it receives different services.

Under the Advisory Agreement, Boston Partners will not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or RBB in connection with the performance of the Advisory Agreement,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of Boston Partners in the performance of its duties or from reckless
disregard of its duties and obligations thereunder.

The Advisory Agreement was most recently approved on
____________ by vote of RBB's Board of Directors, including a majority of those
directors who are not parties to the Advisory Agreement or interested persons
(as defined in the 1940 Act) of such parties. The Advisory Agreement was
approved by the initial shareholder of each class of the Fund. The Advisory
Agreement is terminable by vote of RBB's Board of Directors or by the holders of
a majority of the outstanding voting securities of the Fund, at any time without
penalty, on 60 days' written notice to Boston Partners. The Advisory Agreement
may also be terminated by Boston Partners on 60 days' written notice to RBB. The
Advisory Agreement terminates automatically in the event of its assignment.

CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. PNC Bank is
custodian of the Fund's assets pursuant to a custodian agreement dated August
16, 1988, as amended (the "Custodian Agreement"). Under the Custodian Agreement,
PNC Bank (a) maintains a separate account or accounts in the name of the Fund
(b) holds and transfers portfolio securities on account of the Fund, (c) accepts
receipts and makes disbursements of money on behalf of the Fund, (d) collects
and receives all income and other payments and distributions on account of the
Fund's portfolio securities and (e) makes periodic reports to RBB's Board of
Directors concerning the Fund's operations. PNC Bank is authorized to select one
or more banks or trust companies to serve as sub-custodian on behalf of the
Fund, provided that PNC Bank remains responsible for the performance of all of
its duties under the Custodian Agreement and holds the Fund harmless from the
acts and omissions of any sub-custodian. For its services to the Fund under the
Custodian Agreement, PNC Bank receives a fee, which is calculated based upon the
Fund's average daily gross assets as follows: $.18 per $1,000 on the first $100
million of average daily gross assets; $.15 per $1,000 on the next $400 million
of

-17-

<PAGE>
average daily gross assets; $.125 per $1,000 on the next $500 million of average
daily gross assets; and $.10 per $1,000 on average daily gross assets over $1
billion, exclusive of transaction charges and out-of-pocket expenses, which are
also charged to the Fund.

PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the
transfer and dividend disbursing agent for the Fund pursuant to a Transfer
Agency Agreement dated November 5, 1991, as supplemented (the "Transfer Agency
Agreement"), under which PFPC (a) issues and redeems shares of the Fund, (b)
addresses and mails all communications by the Fund to record owners of the
Shares, including reports to shareholders, dividend and distribution notices and
proxy materials for its meetings of shareholders, (c) maintains shareholder
accounts and, if requested, sub-accounts and (d) makes periodic reports to RBB's
Board of Directors concerning the operations of the Fund. PFPC may, on 30 days'
notice to RBB, assign its duties as transfer and dividend disbursing agent to
any other affiliate of PNC Bank Corp. For its services to the Fund, under the
Transfer Agency Agreement, PFPC receives a fee at the annual rate of $12 per
account in the Fund, exclusive of out-of-pocket expenses, and also receives
reimbursement of its out-of-pocket expenses.

ADMINISTRATION AGREEMENT. PFPC serves as administrator to the
Fund pursuant to an Administration and Accounting Services Agreement dated May
30, 1997, (the "Administration Agreement"). PFPC has agreed to furnish to the
Fund statistical and research data, clerical, accounting and bookkeeping
services, and certain other services required by the Fund. In addition, PFPC has
agreed to prepare and file various reports with the appropriate regulatory
agencies and prepare materials required by the SEC or any state securities
commission having jurisdiction over the Fund. For its services to the Fund, PFPC
is entitled to receive a fee calculated at an annual rate of .125% of the Fund's
average daily net assets, with a minimum annual fee of $75,000 payable monthly
on a pro rata basis. PFPC is currently waiving one-half of its minimum annual
fee.

The Administration Agreement provides that PFPC shall not be
liable for any error of judgment or mistake of law or any loss suffered by RBB
or the Fund in connection with the performance of the agreement, except a loss
resulting from willful misfeasance, gross negligence or reckless disregard by it
of its duties and obligations thereunder.

DISTRIBUTION AGREEMENT. Pursuant to the terms of a
distribution agreement, dated as of April 10, 1991, as supplemented (the
"Distribution Agreement"), entered into by the Distributor and RBB on behalf of
the Institutional and Investor Classes, and Plans of Distribution for the
Institutional and Investor Classes (together, the "Plans"), which were adopted
by

-18-

<PAGE>
RBB in the manner prescribed by Rule 12b-1 under the 1940 Act, the Distributor
will use appropriate efforts to solicit orders for the sale of Fund Shares. As
compensation for its distribution services, the Distributor receives, pursuant
to the terms of the Distribution Agreement, a distribution fee under the Plans,
to be calculated daily and paid monthly by the Institutional and Investor
Classes, at the annual rate set forth in the Prospectus.

On __________, the Plans were approved by RBB's Board of
Directors, including the directors who are not "interested persons" of RBB and
who have no direct or indirect financial interest in the operation of the Plans
or any agreements related to the Plans ("12b-1 Directors"). RBB believes that
the Plans may benefit the Fund by increasing sales of Fund shares.

Among other things, the Plans provide that: (1) the
Distributor shall be required to submit quarterly reports to the directors of
RBB regarding all amounts expended under the Plans and the purposes for which
such expenditures were made, including commissions, advertising, printing,
interest, carrying charges and any allocated overhead expenses; (2) the Plans
will continue in effect only so long as they are approved at least annually, and
any material amendment thereto is approved, by RBB's directors, including the
12b-1 Directors, acting in person at a meeting called for said purpose; (3) the
aggregate amount to be spent by the Fund on the distribution of the Fund's
shares of the Institutional and Investor Classes under the Plans shall not be
materially increased without shareholder approval; and (4) while the Plans
remain in effect, the selection and nomination of RBB's directors who are not
"interested persons" of RBB (as defined in the 1940 Act) shall be committed to
the discretion of such directors who are not "interested persons" of RBB.

Mr. Reichman, a director of RBB, has an indirect
financial interest in the operation of the Plans by virtue of his
position with the Distributor. Mr. Sablowsky, a director of RBB,
has an indirect interest in the operation of the Plans by virtue
of his position with Fahnestock Co., Inc., a broker-dealer.

PORTFOLIO TRANSACTIONS

Subject to policies established by the Board of Directors,
Boston Partners is responsible for the execution of portfolio transactions and
the allocation of brokerage transactions for the Fund. In purchasing and selling
portfolio securities, Boston Partners seeks to obtain the best net price and the
most favorable execution of orders. To the extent that the execution and price
offered by more than one broker/dealer are comparable, the Adviser may effect
transactions in portfolio

-19-

<PAGE>
securities with broker/dealers who provide research, advice or other services
such as market investment literature.

Investment decisions for the Fund and for other investment
accounts managed by Boston Partners are made independently of each other in the
light of differing conditions. However, the same investment decision may be made
for two or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then averaged as to price and allocated as to
amount according to a formula deemed equitable to each such account. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases it is believed
to be beneficial to the Fund.

The Fund expects that its annual portfolio turnover rate will
not exceed 150%. A high rate (100% or more) of portfolio turnover involves
correspondingly greater brokerage commission expenses and other transaction
costs that must be borne directly by the Fund, as well as the potential for
increased realization of capital gains that are paid the shareholders. The Fund
anticipates that its annual portfolio turnover rate will vary from year to year.
The portfolio turnover rate is calculated by dividing the lesser of a
portfolio's annual sales or purchases of portfolio securities (exclusive of
purchases or sales of securities whose maturities at the time of acquisition
were one year or less) by the monthly average value of the securities in the
portfolio during the year.

PURCHASE AND REDEMPTION INFORMATION

RBB reserves the right, if conditions exist which make cash
payments undesirable, to honor any request for redemption or repurchase of the
Fund's shares by making payment in whole or in part in securities chosen by RBB
and valued in the same way as they would be valued for purposes of computing the
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that the
Fund is obligated to redeem its shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of the Fund.

Under the 1940 Act, RBB may suspend the right to redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange, Inc. (the "NYSE") is closed (other than customary weekend
and holiday closings), or during which trading on the NYSE is restricted, or
during which (as determined by the SEC by rule or regulation) an emergency
exists as a result of which disposal or valuation of

-20-

<PAGE>
portfolio securities is not reasonably practicable, or for such other periods as
the SEC may permit. (RBB may also suspend or postpone the recordation of the
transfer of its shares upon the occurrence of any of the foregoing conditions.)

The computation of the hypothetical offering price per share
of an Institutional and Investor Share of the Fund based on the projected value
of the Fund's estimated net assets and number of Institutional and Investor
Shares outstanding is as follows:

BOSTON PARTNERS MICRO CAP VALUE FUND

INSTITUTIONAL SHARES INVESTOR SHARES

Net Assets.................... $ $

Outstanding Shares............

Net Asset Value
per Share.................... $ $

Maximum Sales Charge..........

Maximum Offering Price
to Public................... $ $

VALUATION OF SHARES

The net asset values per share of each class of the Fund are
calculated as of the close of 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 and subsequent
Monday when one of these holidays falls on Saturday or Sunday. Net asset value
per share, the value of an individual share in a fund, is computed by adding the
value of the proportionate interest of each class in a Fund's securities, cash
and other assets, subtracting the actual and accrued liabilities of the class,
and dividing the result by the number of outstanding shares of the class. The
net asset values of each class are calculated independently of the other
classes. Securities that 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

-21-

<PAGE>
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.

In determining the approximate market value of portfolio
investments, the Fund may employ outside organizations, which may use a matrix
or formula method that takes into consideration market indices, matrices, yield
curves and other specific adjustments. This may result in the securities being
valued at a price different from the price that would have been determined had
the matrix or formula method not been used. All cash, receivables and current
payables are carried on the Fund's books at their face value. Other assets, if
any, are valued at fair value as determined in good faith by RBB's Board of
Directors.

PERFORMANCE AND YIELD INFORMATION

TOTAL RETURN. The Fund may from time to time advertise its
"average annual total return." The Fund computes such return separately for each
class of shares by determining the average annual compounded rate of return
during specified periods that equates the initial amount invested to the ending
redeemable value of such investment according to the following formula:

ERV
T = [(-----) 1/N - 1]
P

Where: T = average annual total return;

ERV = ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the
1, 5 or 10 year (or other) periods at the
end of the applicable period (or a
fractional portion thereof);

P = hypothetical initial payment of $1,000; and

n = period covered by the computation, expressed
in years.

-22-

<PAGE>
The Fund, when advertising its "aggregate total return,"
computes such returns separately for each class of shares by determining the
aggregate compounded rates of return during specified periods that likewise
equate the initial amount invested to the ending redeemable value of such
investment. 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 nonrecurring charges at the end of the
measuring period.

TAXES

The following is only a summary of certain additional tax
considerations generally affecting the Fund and its shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Fund or its shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for
careful tax planning. Investors are urged to consult their tax advisers with
specific reference to their own tax situation.

The Fund has elected to be taxed as a regulated investment
company under Part I of Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund is exempt from
federal income tax on its net investment income and realized capital gains 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.

-23-

<PAGE>
In addition to the foregoing requirements, at the close of
each quarter of its taxable year, at least 50% of the value of the Fund's assets
must consist of cash and cash items, U.S. Government securities, securities of
other regulated investment companies, and securities of other issuers (as to
which the Fund has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which the Fund does not hold more than 10%
of the outstanding voting securities of such issuer), and no more than 25% of
the value of the Fund's total assets may be invested in the securities of any
one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses (the
"Asset Diversification Requirement").

Distributions of investment company taxable income will be
taxable (subject to the possible allowance of the dividend received deduction
described below) to shareholders as ordinary income, regardless of whether such
distributions are paid in cash or are reinvested in shares. Shareholders
receiving any distribution from the Fund in the form of additional shares will
be treated as receiving a taxable distribution in an amount equal to the fair
market value of the shares received, determined as of the reinvestment date.

The Fund intends to distribute to shareholders its net capital
gain (excess of net long-term capital gain over net short-term capital loss), if
any, for each taxable year. Such gain is distributed as a capital gain dividend
and is taxable to shareholders as mid-term or other long-term capital gain,
regardless of the length of time the shareholder has held his shares, whether
such gain was recognized by the Fund prior to the date on which a shareholder
acquired shares of the Fund and whether the distribution was paid in cash or
reinvested in shares. The aggregate amount of distributions designated by the
Fund as capital gain dividends may not exceed the net capital gain of the Fund
for any taxable year, determined by excluding any net capital loss or net
long-term capital loss attributable to transactions occurring after October 31
of such year and by treating any such loss as if it arose on the first day of
the following taxable year. Such distributions will be designated as capital
gain dividends in a written notice mailed by the Fund to shareholders not later
than 60 days after the close of the Fund's taxable year.

In the case of corporate shareholders, distributions (other
than capital gain dividends) of the Fund for any taxable year generally qualify
for the dividends received deduction to the extent of the gross amount of
"qualifying dividends" received by the Fund for the year. Generally, a dividend
will be treated as a "qualifying dividend" if it has been received from a
domestic corporation. Distributions of net investment income

-24-

<PAGE>
received by the Fund from investments in debt securities will be taxable to
shareholders as ordinary income and will not be treated as "qualifying
dividends" for purposes of the dividends received deduction. The Fund will
designate the portion, if any, of the distribution made by the Fund that
qualifies for the dividends received deduction in a written notice mailed by the
Fund to corporate shareholders not later than 60 days after the close of the
Fund's taxable year.

If for any taxable year the Fund does not qualify as a
regulated investment company, all of its taxable income will be subject to tax
at regular corporate rates without any deduction for distributions to
shareholders, and all distributions will be taxable as ordinary dividends to the
extent of the Fund's current and accumulated earnings and profits. Such
distributions will be eligible for the dividends received deduction in the case
of corporate shareholders. Investors should be aware that any loss realized on a
sale of shares of the Fund will be disallowed to the extent an investor
repurchases shares of the Fund within a period of 61 days (beginning 30 days
before and ending 30 days after the day of disposition of the shares). Dividends
paid by the Fund in the form of shares within the 61-day period would be treated
as a purchase for this purpose.

A shareholder will recognize gain or loss upon a redemption of
shares or an exchange of shares of the Fund for shares of another Boston
Partners Fund upon exercise of the exchange privilege, to the extent of any
difference between the price at which the shares are redeemed or exchanged and
the price or prices at which the shares were originally purchased for cash.

The Code imposes a non-deductible 4% excise tax on regulated
investment companies that do not distribute with respect to each calendar year
an amount equal to 98% of their ordinary income for the calendar year plus 98%
of their capital gain net income for the 1-year period ending on October 31 of
such calendar year. The balance of such income must be distributed during the
next calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Investors should note that the Fund may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.

The Fund will be required in certain cases to withhold and
remit to the United States Treasury 31% of dividends paid to any shareholder (1)
who has provided either an incorrect tax identification number or no number at
all, (2) who is subject to backup withholding by the Internal Revenue Service
for failure to report the receipt of interest or dividend income properly, or

-25-

<PAGE>
(3) who has failed to certify to the Fund that he is not subject to backup
withholding or that he is an "exempt recipient."

The foregoing general discussion of federal income tax
consequences is based on the Code and the regulations issued thereunder as in
effect on the date of this Statement of Additional Information. Future
legislative or administrative changes or court decisions may significantly
change the conclusions expressed herein, and any such changes or decisions may
have a retroactive effect with respect to the transactions contemplated herein.

Although the Fund expects to qualify as a "regulated
investment company" and to be relieved of all or substantially all federal
income taxes, depending upon the extent of its activities in states and
localities in which its offices are maintained, in which its agents or
independent contractors are located or in which it is otherwise deemed to be
conducting business, the Fund may be subject to the tax laws of such states or
localities.

ADDITIONAL INFORMATION CONCERNING RBB SHARES

RBB has authorized capital of thirty billion shares of Common
Stock, $.001 par value per share, of which 13.93 billion shares are currently
classified in __ classes as follows: 100 million shares are classified as Class
A Common Stock (Growth & Income), 100 million shares are classified as Class B
Common Stock, 100 million shares are classified as Class C Common Stock
(Balanced), 100 million shares are classified as Class D Common Stock
(Tax-Free), 500 million shares are classified as Class E Common Stock (Money),
500 million shares are classified as Class F Common Stock (Municipal Money), 500
million shares are classified as Class G Common Stock (Money), 500 million
shares are classified as Class H Common Stock (Municipal Money), 1 billion
shares are classified as Class I Common Stock (Money), 500 million shares are
classified as Class J Common Stock (Municipal Money), 500 million shares are
classified as Class K Common Stock (Government Money), 1,500 million shares are
classified as Class L Common Stock (Money), 500 million shares are classified as
Class M Common Stock (Municipal Money), 500 million shares are classified as
Class N Common Stock (Government Money), 500 million shares are classified as
Class O Common Stock (N.Y. Money), 100 million shares are classified as Class P
Common Stock (Government), 100 million shares are classified as Class Q Common
Stock, 500 million shares are classified as Class R Common Stock (Municipal
Money), 500 million shares are classified as Class S Common Stock (Government
Money), 500 million shares are classified as Class T Common Stock
(International), 500 million shares are classified as Class U Common Stock (High
Yield), 500

-26-

<PAGE>
million shares are classified as Class V Common Stock (Emerging), 100 million
shares are classified as Class W Common Stock, 50 million shares are classified
as Class X Common Stock (U.S. Core Equity), 50 million shares are classified as
Class Y Common Stock (U.S. Core Fixed Income), 50 million shares are classified
as Class Z Common Stock (Strategic Global Fixed Income), 50 million shares are
classified as Class AA Common Stock (Municipal Bond), 50 million shares are
classified as Class BB Common Stock (BEA Balanced), 50 million shares are
classified as Class CC Common Stock (Short Duration), 100 million shares are
classified as Class DD Common Stock, 100 million shares are classified as Class
EE Common Stock, 50 million shares are classified as Class FF Common Stock (n/i
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 (BEA Investor International), 100 million
shares are classified as Class JJ Common Stock (BEA Investor Emerging), 100
million shares are classified as Class KK Common Stock (BEA Investor High
Yield), 100 million shares are classified as Class LL Common Stock (BEA Investor
Global Telecom), 100 million shares are classified as Class MM Common Stock (BEA
Advisor International), 100 million shares are classified as Class NN Common
Stock (BEA Advisor Emerging), 100 million shares are classified as Class OO
Common Stock (BEA Advisor High Yield), 100 million shares are classified as
Class PP Common Stock (BEA Advisor Global Telecom), 100 million shares are
classified as Class QQ Common Stock (Boston Partners Institutional Large Cap),
100 million shares are classified as Class RR Common Stock (Boston Partners
Investor Large Cap), 100 million shares are classified as Class SS Common Stock
(Boston Partners Advisor Large Cap), 100 million shares are classified as Class
TT Common Stock (Boston Partners Investor Mid Cap), 100 million shares are
classified as Class UU Common Stock (Boston Partners Institutional Mid Cap), 100
million shares are classified as Class VV Common Stock (Boston Partners
Institutional Bond), 100 million shares are classified as Class WW Common Stock
(Boston Partners Investor Bond), ___ million shares are classified as Class ___
Common Stock (Boston Partners Institutional Micro Cap), ____ million shares are
classified as Class ___ Common Stock (Boston Partners Investors Micro Cap), 50
million shares are classified as Class XX Common Stock (n/i Numeric Investors
Larger Cap Value), 700 million shares are classified as Class Janney Money
Common Stock (Money), 200 million shares are classified as Class Janney
Municipal Money Common Stock (Municipal Money), 500 million shares are
classified as Class Janney Government Money Common Stock (Government Money), 100
million shares are classified as Class Janney N.Y. Municipal Money Common Stock
(N.Y. Money), 1 million shares are classified as Class Beta 1 Common Stock
(Money), 1 million shares are classified as Class Beta 2 Common Stock (Municipal
Money), 1 million shares are classified as Class Beta 3 Common Stock

-27-

<PAGE>
(Government Money), 1 million shares are classified as Class Beta 4 Common Stock
(N.Y. Money), 1 million shares are classified as Gamma 1 Common Stock (Money), 1
million shares are classified as Gamma 2 Common Stock (Municipal Money), 1
million shares are classified as Gamma 3 Common Stock (Government Money), 1
million shares are classified as Gamma 4 Common Stock (N.Y. Money), 1 million
shares are classified as Delta 1 Common Stock (Money), 1 million shares are
classified as Delta 2 Common Stock (Municipal Money), 1 million shares are
classified as Delta 3 Common Stock (Government Money), 1 million shares are
classified as Delta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Epsilon 1 Common Stock (Money), 1 million shares are classified as Epsilon 2
Common Stock (Municipal Money), 1 million shares are classified as Epsilon 3
Common Stock (Government Money), 1 million shares are classified as Epsilon 4
Common Stock (N.Y. Money), 1 million shares are classified as Zeta 1 Common
Stock (Money), 1 million shares are classified as Zeta 2 Common Stock (Municipal
Money), 1 million shares are classified as Zeta 3 Common Stock (Government
Money), 1 million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1
million shares are classified as Eta 1 Common Stock (Money), 1 million shares
are classified as Eta 2 Common Stock (Municipal Money), 1 million shares are
classified as Eta 3 Common Stock (Government Money), 1 million shares are
classified as Eta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Theta 1 Common Stock (Money), 1 million shares are classified as Theta 2
Common Stock (Municipal Money), 1 million shares are classified as Theta 3
Common Stock (Government Money), and 1 million shares are classified as Theta 4
Common Stock (N.Y. Money). Shares of the Class __ and __ Common Stock constitute
the Boston Partners Micro Cap Value Fund Institutional and Investor classes,
respectively. Under RBB's charter, the Board of Directors has the power to
classify or reclassify any unissued shares of Common Stock from time to time.

The classes of Common Stock have been grouped into fourteen
separate "families": The Cash Preservation Family, the Sansom Street Family, the
Bedford Family, the BEA Family, the Janney Montgomery Scott Money Family, the
n/i Numeric Investors Family, the Boston Partners Family, the Beta Family, the
Gamma Family, the Delta Family, the Epsilon Family, the Zeta Family, the Eta
Family and the Theta Family. The Cash Preservation Family represents interests
in the Money Market and Municipal Money Market Funds; the Sansom Street Family
represents interests in the Money Market, Municipal Money Market and Government
Obligations Money Market Funds; the Bedford Family represents interests in the
Money Market, Municipal Money Market, Government Obligations Money Market and
New York Municipal Money Market Funds; the BEA Family represents interests in
ten non-money market portfolios; the n/i Numeric Investors Family represents
interests in four non-money market portfolios; the Boston Partners Family
represents interest in four non-money market

-28-

<PAGE>
portfolios; the Janney Montgomery Scott Family and the Beta, Gamma, Delta,
Epsilon, Zeta, Eta and Theta Families represent interests in the Money Market,
Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Funds.

RBB does not currently intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. RBB's
amended By-Laws provide that shareholders owning at least ten percent of the
outstanding shares of all classes of Common Stock of RBB have the right to call
for a meeting of shareholders to consider the removal of one or more directors.
To the extent required by law, RBB will assist in shareholder communication in
such matters.

As stated in the Prospectus, holders of shares of each class
of the Fund will vote in the aggregate and not by class on all matters, except
where otherwise required by law. Further, shareholders of the Fund will vote in
the aggregate and not by portfolio except as otherwise required by law or when
the Board of Directors determines that the matter to be voted upon affects only
the interests of the shareholders of a particular portfolio. Rule 18f-2 under
the 1940 Act provides that any matter required to be submitted by the provisions
of the 1940 Act or applicable state law, or otherwise, to the holders of the
outstanding securities of an investment company such as the Fund shall not be
deemed to have been effectively acted upon unless approved by the holders of a
majority of the outstanding 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 Rule 18f-2, the approval of an
investment advisory agreement or any change in a fundamental investment policy
would be effectively acted upon with respect to a portfolio only if approved by
the holders of a majority of the outstanding voting securities, as defined in
the 1940 Act, of such portfolio. However, Rule 18f-2 also provides that the
ratification of the selection of independent public accountants 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 Articles of Incorporation, RBB may take or authorize such action upon the
favorable vote of the holders of more than 50% of all of the outstanding shares
of Common Stock entitled to vote on the matter voting without regard to class
(or portfolio).

-29-

<PAGE>
MISCELLANEOUS

COUNSEL. The law firm of Drinker Biddle & Reath LLP, 1345
Chestnut Street, Philadelphia, Pennsylvania 19107-3496 serves as counsel to RBB
and the non-interested directors.

INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P.,
2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as RBB's
independent accountants.

CONTROL PERSONS. As of ___________, 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 each class of RBB
indicated below. See "Additional Information Concerning RBB Shares" above. RBB
does not know whether such persons also beneficially own such shares.

PORTFOLIO NAME AND ADDRESS PERCENT OWNED

OTHER COMMUNICATIONS. From time to time, references to the
Fund may appear in advertisements and sales literature for certain products or
services offered by the Adviser, its affiliates or others, through which it is
possible to invest in one or more Funds managed by the Adviser.

The Fund may also from time to time include discussions or
illustrations of the effects of compounding in advertisements. "Compounding"
refers to the fact that, if dividends or other distributions on a Fund
investment are reinvested by being paid in additional Fund shares, any future
income or capital appreciation of a Fund would increase the value, not only of
the original Fund investment, but also of the additional Fund shares received
through reinvestment. As a result, the value of the Fund investment would
increase more quickly than if dividends or other distributions had been paid in
cash.

The Fund or Adviser may also include discussions or
illustrations of the potential investment goals of a prospective investor,
investment management strategies, techniques, policies or investment suitability
of a Fund or that employed by the Adviser (such as value investing, market
timing, dollar cost averaging, asset allocation, constant ratio transfer,
automatic accounting rebalancing, the advantages and disadvantages of investing
in tax-deferred and taxable instruments), economic conditions, risk and
volatility assessments, the relationship between sectors of the economy and the
economy as a whole, various securities markets, the effects of inflation and
historical performance of various asset classes, including but not limited to,
stocks, bonds and Treasury bills. The Fund or Adviser may also include in such
advertisements or communications additional information concerning the Adviser
and/or its employees or owners, its management philosophies, operating
strategies and other advisory clients, as well as statements

-30-

<PAGE>
about the Adviser attributed to others. From time to time advertisements or
communications to shareholders may summarize the substance of information
contained in shareholder reports (including the investment composition of the
Fund), as well as the view of the Adviser or Fund as to current market, economy,
trade and interest rate trends, legislative, regulatory and monetary
developments, investment strategies and related matters believed to be of
relevance to the Fund or an investor generally. The Fund or Adviser may also
include in advertisements charts, graphs or drawings which compare the
investment objective, return potential, relative stability and/or growth
possibilities of the Fund and/or other mutual funds, or illustrate the potential
risks and rewards of investment in various investment vehicles, including but
not limited to, stocks, bonds, Treasury bills and shares of the Fund. In
addition, advertisements or shareholder communications may include a discussion
of certain attributes or benefits to be derived by an investment in the Fund
and/or other mutual funds, shareholder profiles and hypothetical investor
scenarios, timely information on financial management, tax and retirement
planning and investment alternatives to certificates of deposit and other
financial instruments. Such advertisements or communications may include
symbols, headlines or other material which highlight or summarize the
information discussed in more detail therein.

-31-

<PAGE>

-32-

<PAGE>
As of the same date, directors and officers as a group owned
less than one percent of the shares of RBB.

LITIGATION. There is currently no material litigation
affecting RBB.

-33-

<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" - The highest category indicates that the degree of
safety regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.

"A-2" - Capacity for timely payment on issues with this
designation is satisfactory. However, the relative degree of
safety is not as high as for issues designated "A-1."

"A-3" - Issues carrying this designation have adequate
capacity for timely payment. They are, however, more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.

"B" - Issues are regarded as having only a speculative
capacity for timely payment.

"C" - This rating is assigned to short-term debt obligations
with a doubtful capacity for payment.

"D" - Issues are in payment default. The "D" rating category
is used when interest payments of principal payments are not made on the date
due, even if the applicable grace period has not expired, unless S&P believes
such payments will be made during such grace period.

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

A-1
<PAGE>
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.

"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
effects 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.

CORPORATE LONG-TERM DEBT RATINGS

The following summarizes the ratings used by Standard & Poor's
for corporate debt:

"AAA" - This designation represents the highest rating
assigned by Standard & Poor's. 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.

A-2

<PAGE>
"BB," "B," "CCC," "CC" and "C" - Debt is 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" - Debt 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.

"B" - Debt is more vulnerable to non-payment 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" - Debt is currently vulnerable to non-payment, 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 non-payment.

"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. This
rating 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. "D" rating is also used upon the
filing of a bankruptcy petition or the taking of 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 rating is attached to highlight derivative, hybrid,
and certain other obligations that S & P believes may experience high volatility
or high variability in expected returns due to non-credit risks. Examples of
such obligations are: securities whose principal or interest return is indexed
to equities, commodities, or currencies; certain swaps and options;

A-3

<PAGE>
and interest-only and principal-only mortgage securities. The absence of an "r"
symbol should not be taken as an indication that an obligation will exhibit no
volatility or variability in total return.

The following summarizes the ratings used by Moody's for corporate
debt:

"Aaa" - Bonds are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

"Aa" - Bonds are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.

"A" - Bonds possess many favorable investment attributes and
are to be considered as upper medium-grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

"Baa" - Bonds 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

A-4

<PAGE>
of projects under construction, (b) earnings of projects unseasoned in operation
experience, (c) rentals which begin when facilities are completed, or (d)
payments to which some other limiting condition attaches. Parenthetical rating
denotes probable credit stature upon completion of construction or elimination
of basis of condition.

(P)... - When applied to forward delivery bonds,
indicates that the rating is provisional pending delivery of the
bonds. The rating may be revised prior to delivery if changes
occur in the legal documents or the underlying credit quality of
the bonds.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which
Moody's believes possess the strongest investment attributes are designated by
the symbols, Aa1, A1, Baa1, Ba1 and B1.

A-5
<PAGE>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements:

(1) Included in Part A of the Registration Statement:

Not Applicable.

(2) Incorporated by reference into Part B:

Not Applicable.

<TABLE>
<CAPTION>
<S> <C> <C>
(b) Exhibits: SEE NOTE #

(1) (a) Articles of Incorporation of Registrant 1

(b) Articles Supplementary of Registrant. 1

(d) Articles Supplementary of Registrant. 2

(e) Articles Supplementary of Registrant. 5

(f) Articles Supplementary of Registrant. 6

(g) Articles Supplementary of Registrant. 9

(h) Articles Supplementary of Registrant. 10

(i) Articles Supplementary of Registrant. 14

(j) Articles Supplementary of Registrant. 14

(k) Articles Supplementary of Registrant. 19

(l) Articles Supplementary of Registrant. 19

(m) Articles Supplementary of Registrant. 19

(n) Articles Supplementary of Registrant. 19

(o) Articles Supplementary of Registrant. 20

(p) Articles Supplementary of Registrant. 23

(q) Articles Supplementary of Registrant. 25

(r) Articles Supplementary of Registrant. 27

(s) Articles of Amendment to Charter of the 28
Registrant.

(t) Articles Supplementary of Registrant. 28

(u) Form of Articles Supplementary relating to
the BEA Long-Short Market Neutral and BEA
Long-Short Equity Funds. 33

(v) Form of Articles Supplementary relating to
the Boston Partners Micro Cap Value Fund
(Institutional and Investor Classes)

(b) Exhibits: SEE NOTE #
(2) By-Laws, as amended 28

(3) None.

(4) (a) See Articles VI, VII, VIII, IX and XI of 1
Registrant's Articles of Incorporation dated
February 17, 1988.

(b) See Articles II, III, VI, XIII, and XIV of 23
Registrant's By-Laws as amended through April
26, 1996.

(5) (a) Investment Advisory Agreement (Money Market) 3
between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.

(b) Sub-Advisory Agreement (Money Market) between 3
Provident Institutional Management
Corporation and Provident National Bank,
dated as of August 16, 1988.

(c) Investment Advisory Agreement (Tax-Free Money 3
Market) between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.

(d) Sub-Advisory Agreement (Tax-Free Money 3
Market) between Provident Institutional
Management Corporation and Provident National
Bank, dated as of August 16, 1988.

(e) Investment Advisory Agreement (Government 3
Obligations Money Market) between Registrant
and Provident Institutional Management
Corporation, dated as of August 16, 1988.

(f) Sub-Advisory Agreement (Government 3
Obligations Money Market) between Provident
Institutional Management Corporation and
Provident National Bank, dated as of August
16, 1988.

(g) Investment Advisory Agreement (Government 8
Securities) between Registrant and Provident
Institutional Management Corporation dated as
of April 8, 1991.

(h) Investment Advisory Agreement (New York 9
Municipal Money Market) between Registrant
and Provident Institutional Management
Corporation dated November 5, 1991.

(i) Investment Advisory Agreement (Tax-Free Money 10
Market) between Registrant and Provident
Institutional Management Corporation dated
April 21, 1992.

(j) Investment Advisory Agreement (BEA 11
International Equity Portfolio) between
Registrant and BEA Associates.

-2-

<PAGE>

(b) Exhibits: SEE NOTE #
(k) Investment Advisory Agreement (BEA Strategic 11
Fixed Income Portfolio) between Registrant
and BEA Associates.

(l) Investment Advisory Agreement (BEA Emerging 11
Markets Equity Portfolio) between Registrant
and BEA Associates.

(m) Investment Advisory Agreement (BEA U.S. Core 15
Equity Portfolio) between Registrant and BEA
Associates, dated as of October 27, 1993.

(n) Investment Advisory Agreement (BEA U.S. Core 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.

(o) Investment Advisory Agreement (BEA Global 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.

(p) Investment Advisory Agreement (BEA Municipal 15
Bond Fund Portfolio) between Registrant and
BEA Associates, dated as of October 27, 1993.

(q) Investment Advisory Agreement (BEA Balanced) 16
between Registrant and BEA Associates.

(r) Investment Advisory Agreement (BEA Short 16
Duration Portfolio) between Registrant and
BEA Associates.

(s) Investment Advisory Agreement (n/i Micro Cap 23
Fund) between Registrant and Numeric
Investors, L.P.

(t) Investment Advisory Agreement (n/i Growth 23
Fund) between Registrant and Numeric
Investors, L.P.

(u) Investment Advisory Agreement (n/i Growth & 23
Value Fund) between Registrant and Numeric
Investors, L.P.

(v) Investment Advisory Agreement (BEA Global 24
Telecommunications Portfolio) between
Registrant and BEA Associates.

(w) Investment Advisory Agreement (Boston 26
Partners Large Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.

(x) Investment Advisory Agreement (Boston 28
Partners Mid Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.

(y) Investment Advisory Agreement (n/i Larger Cap 31
Value Fund) between Registrant and Numeric
Investors, L.P. dated December 1, 1997.

-3-

<PAGE>

(b) Exhibits: SEE NOTE #
(z) Investment Advisory Agreement (Boston 31
Partners Bond Fund) between Registrant and
Boston Partners Asset Management, L.P. dated
December 1, 1997.

(aa) Form of Investment Advisory Agreement 32
(Schneider Capital Management Value Fund)
between Registrant and Schneider Capital
Management Company.

(bb) Form of Investment Advisory Agreement (BEA 33
Long-Short Market Neutral Fund) between
Registrant and BEA Associates.

(cc) Form of Investment Advisory Agreement (BEA 33
Long-Short Equity Fund) between Registrant
and BEA Associates.

(dd) Form of Investment Advisory Agreement (Boston
Partners Micro Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.

(6) (r) Distribution Agreement and Supplements 8
(Classes A through Q) between the Registrant
and Counsellors Securities Inc. dated as of
April 10, 1991

(s) Distribution Agreement Supplement (Classes L, 9
M, N and 0) between the Registrant and
Counsellors Securities Inc. dated as of
November 5, 1991.

(t) Distribution Agreement Supplements (Classes 9
R, S, and Alpha 1 through Theta 4) between
the Registrant and Counsellors Securities
Inc. dated as of November 5, 1991.

(u) Distribution Agreement Supplement (Classes T, 10
U and V) between the Registrant and
Counsellors Securities Inc. dated as of
September 18, 1992.

(w) Distribution Agreement Supplement (Classes X, 14
Y, Z and AA) between the Registrant and
Counselors Securities Inc.

(x) Distribution Agreement Supplement (Classes BB 18
and CC) between Registrant and Counsellors
Securities Inc. dated as of October 26, 1994.

(z) Distribution Agreement Supplement (Classes L, 19
M, N and O) between the Registrant and
Counsellors Securities Inc.

(aa) Distribution Agreement Supplement (Classes R, 19
S) between the Registrant and Counsellors
Securities Inc.

(bb) Distribution Agreement Supplements (Classes 19
Alpha 1 through Theta 4) between the
Registrant and Counsellors Securities Inc.

-4-

<PAGE>

(b) Exhibits: SEE NOTE #
(cc) Distribution Agreement Supplement (Janney 20
Classes) between the Registrant and
Counsellors Securities Inc.

(dd) Distribution Agreement Supplement ni Classes 23
(Classes FF, GG and HH) between Registrant
and Counsellors Securities Inc.

(ee) Distribution Agreement Supplement (Classes 24
II, JJ, KK, and LL) between Registrant and
Counsellors Securities Inc.

(ff) Distribution Agreement Supplement (Classes 24
MM, NN, OO, and PP) between Registrant and
Counsellors Securities Inc.

(gg) Distribution Agreement Supplement (Class QQ) 26
between Registrant and Counsellors Securities
Inc.

(hh) Distribution Agreement Supplement (Class RR) 27
between Registrant and Counsellors Securities
Inc.

(ii) Distribution Agreement Supplement (Class SS) 27
between Registrant and Counsellors Securities
Inc.

(jj) Distribution Agreement Supplement (Class TT) 28
between Registrant and Counsellors Securities
Inc.

(kk) Distribution Agreement Supplement (Class UU) 28
between Registrant and Counsellors Securities
Inc.

(ll) Distribution Agreement Supplement (Class VV) 31
between Registrant and Counsellors
Securities, Inc.

(mm) Distribution Agreement Supplement (Class WW) 31
between Registrant and Counsellors
Securities, Inc.

(nn) Distribution Agreement Supplement (Class XX) 31
between Registrant and Counsellors
Securities, Inc.

(oo) Form of Distribution Agreement Supplement 32
(Class YY) between Registrant and Counsellors
Securities, Inc.

(pp) Form of Distribution Agreement Supplement 33
(Class ZZ and AAA) between Registrant and
Counsellors Securities, Inc.

(qq) Form of Distribution Agreement Supplement 33
(Class BBB and CCC) between Registrant and
Counsellors Securities, Inc.

(rr) Form of Distribution Agreement Supplement
(Class DDD) between Registrant and
Counsellors Securities,Inc.

-5-

<PAGE>
(b) Exhibits: SEE NOTE #

(ss) Form of Distribution Agreement Supplement
(Class EEE) between Registrant and
Counsellors Securities,Inc.

(7) Fund Office Retirement Profit-Sharing and Trust
Agreement, dated as of October 24, 1990, as
amended. 29

(8) (a) Custodian Agreement between Registrant and 3
Provident National Bank dated as of
August 16, 1988.

(b) Sub-Custodian Agreement among The Chase 10
Manhattan Bank, N.A., the Registrant and
Provident National Bank, dated as of July 13,
1992, relating to custody of Registrant's
foreign securities.

(e) Amendment No. 1 to Custodian Agreement dated 9
August 16, 1988.

(f) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA
International Equity Portfolio, dated
September 18, 1992.

(g) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA Strategic
Fixed Income Portfolio, dated September 18,
1992.

(h) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA Emerging
Markets Equity Portfolio, dated September 18,
1992.

(i) Agreement between Brown Brothers Harriman & 15
Co. and Registrant on behalf of BEA Emerging
Markets Equity, BEA International Equity, BEA
Strategic Fixed Income and BEA Global Fixed
Income Portfolios, dated as of November 29,
1993.

(j) Agreement between Brown Brothers Harriman & 15
Co. and Registrant on behalf of BEA U.S. Core
Equity and BEA U.S. Core Fixed Income
Portfolios dated as of November 29, 1993.

(k) Custodian Contract between Registrant and 18
State Street Bank and Trust Company.

(l) Custody Agreement between Registrant and 23
Custodial Trust Company on behalf of n/i
Micro Cap Fund, n/i Growth Fund and n/i
Growth & Value Fund Portfolios of the
Registrant.

(m) Custodian Agreement Supplement Between 26
Registrant and PNC Bank, National Association
dated October 16, 1996.

-6-

<PAGE>
(b) Exhibits: SEE NOTE #

(n) Custodian Agreement Supplement between 27
Registrant and Brown Brothers Harriman & Co.
on behalf of the BEA Municipal Bond Fund.

(o) Custodian Agreement Supplement between 28
Registrant and PNC Bank, National
Association, on behalf of the Boston Partners
Mid Cap Value Fund.

(p) Custody Agreement between Registrant and 31
Custodial Trust Company on behalf of the n/i
Larger Cap Value Fund.

(q) Custodian Agreement Supplement between 31
Registrant and PNC Bank, N.A. on behalf of
the Boston Partners Bond Fund.

(r) Form of Custodian Agreement Supplement 32
between Registrant and PNC Bank, N.A. on
behalf of the Schneider Capital Management
Value Fund.

(s) Form of Custodian Agreement between 33
Registrant and Custodial Trust Company on
behalf of the BEA Long-Short Market Neutral
and the BEA Long-Short Equity Funds.

(t) Form of Custodian Agreement Supplement
between Registrant and PNC Bank, N.A. on
behalf of the Boston Partners Micro Cap Value
Fund.

(9) (a) Transfer Agency Agreement (Sansom Street) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.

(b) Transfer Agency Agreement (Cash Preservation) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.

(d) Shareholder Servicing Agreement (Sansom 3
Street Tax-Free Money Market).

(e) Shareholder Servicing Agreement (Sansom 3
Street Government Obligations Money Market).

(f) Shareholder Services Plan (Sansom Street 3
Money Market).

(g) Shareholder Services Plan (Sansom Street Tax- 3
Free Money Market).

(h) Shareholder Services Plan (Sansom Street 3
Government Obligations Money Market).

(i) Transfer Agency Agreement (Bedford) between 3
Registrant and Provident Financial Processing
Corporation, dated as of August 16, 1988.

-7-

<PAGE>

(b) Exhibits: SEE NOTE #
(j) Administration and Accounting Services 8
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Government Securities Portfolio, dated as of
April 10, 1991.

(k) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
New York Municipal Money Market Portfolio
dated as of November 5, 1991.

(l) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
International Equity) dated September 18,
1992.

(m) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
Strategic Fixed Income) dated September 18,
1992.

(n) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
Emerging Markets Equity) dated September 18,
1992.

(o) Transfer Agency Agreement and Supplements 9
(Bradford, Alpha (now known as Janney), Beta,
Gamma, Delta, Epsilon, Zeta, Eta and Theta)
between Registrant and Provident Financial
Processing Corporation dated as of November
5, 1991.

(p) Transfer Agency Agreement Supplement (BEA) 10
between Registrant and Provident Financial
Processing Corporation dated as of September
19, 1992.

(q) Administrative Services Agreement between 10
Registrant and Counsellor's Fund Services,
Inc. (BEA Portfolios) dated September 18,
1992.

(r) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Tax-Free Money Market Portfolio, dated as of
April 21, 1992.

(s) Transfer Agency Agreement Supplement (BEA 15
U.S. Core Equity, BEA U.S. Core Fixed Income,
BEA Global Fixed Income and BEA Municipal
Bond Fund Portfolios) between Registrant and
PFPC Inc. dated as October 27, 1993.

-8-

<PAGE>

(b) Exhibits: SEE NOTE #
(t) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
relating to BEA U.S. Core Equity Portfolio
dated as of October 27, 1993.

(u) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(BEA U.S. Core Fixed Income Portfolio) dated
October 27, 1993.

(v) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(International Fixed Income Portfolio) dated
October 27, 1993.

(w) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(Municipal Bond Fund Portfolio) dated
October 27, 1993.

(x) Transfer Agency Agreement Supplement (BEA 18
Balanced and Short Duration Portfolios)
between Registrant and PFPC Inc. dated
October 26, 1994.

(y) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Balanced Portfolio) dated October 26,
1994.

(z) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Short Duration Portfolio) dated
October 26, 1994.

(aa) Administrative Services Agreement Supplement 18
between Registrant and Counsellors Fund
Services, Inc. (BEA Classes) dated
October 26, 1994.

(bb) Transfer Agency and Service Agreement between 21
Registrant and State Street Bank and Trust
Company and PFPC, Inc. dated February 1,
1995.

(cc) Supplement to Transfer Agency and Service 21
Agreement between Registrant, State Street
Bank and Trust Company, Inc. and PFPC dated
April 10, 1995.

(dd) Amended and Restated Credit Agreement dated 22
December 15, 1994.

(ee) Transfer Agency Agreement Supplement (n/i 23
Micro Cap Fund, n/i Growth Fund and n/i
Growth & Value Fund) between Registrant and
PFPC, Inc. dated April 14, 1996.

(ff) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Micro Cap Fund) dated April 24, 1996.

-9-

<PAGE>

(b) Exhibits: SEE NOTE #
(gg) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Growth Fund) dated April 24, 1996.

(hh) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Growth & Value Fund) dated April 24,
1996.

(ii) Administrative Services Agreement between 23
Registrant and Counsellors Fund Services,
Inc. (n/i Micro Cap Fund, n/i Growth Fund and
n/i Growth & Value Fund) dated April 24,
1996.

(jj) Administration and Accounting Services 24
Agreement between Registrant and PFPC, Inc.
(BEA Global Telecommunications Portfolio).

(kk) Co-Administration Agreement between 24
Registrant Investor and BEA Associates (BEA
International Equity Investor Portfolio).

(ll) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
International Equity Advisor Portfolio).

(mm) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Investor Portfolio).

(nn) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Advisor Portfolio).

(oo) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA High Yield
Investor Portfolio).

(pp) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA High Yield
Advisor Portfolio).

(qq) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Global
Telecommunications Investor Portfolio).

(rr) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Global
Telecommunications Advisor Portfolio).

(ss) Transfer Agreement and Service Agreement 24
between Registrant and State Street Bank and
Trust Company.

(tt) Administration and Accounting Services 27
Agreement between the Registrant and PFPC
Inc. dated October 16, 1996 (Boston Partners
Large Cap Value Fund).

(uu) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Institutional Class).

-10-

<PAGE>

(b) Exhibits: SEE NOTE #
(vv) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Investor Class).

(ww) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Advisor Class).

(xx) Transfer Agency Agreement Supplement between 28
Registrant and PFPC Inc., (Boston Partners
Mid Cap Value Fund, Institutional Class).

(yy) Transfer Agency Agreement Supplement between 28
Registrant and PFPC Inc., (Boston Partners
Mid Cap Value Fund, Investor Class).

(zz) Administration and Accounting Services 28
Agreement between Registrant and PFPC Inc.
dated, May 30, 1997 (Boston Partners Mid Cap
Value Fund).

(aaa) Transfer Agency Agreement Supplement (n/i 31
Larger Cap Value Fund) between Registrant and
PFPC, Inc. dated December 1, 1997.

(bbb) Administration and Accounting Services 31
Agreement between Registrant and PFPC, Inc.
dated December 1, 1997 (n/i Larger Cap Value
Fund).

(ccc) Co-Administration Agreement between 31
Registrant and Bear Stearns Funds Management,
Inc. dated December 1, 1997 (n/i Larger Cap
Value Fund).

(ddd) Administrative Services Agreement between 31
Registrant and Counsellors Fund Services,
Inc. dated December 1, 1997 (n/i Larger Cap
Value Fund)

(eee) Transfer Agency Agreement Supplement between 31
Registrant and PFPC, Inc. dated December 1,
1997 (Boston Partners Bond Fund,
Institutional Class).

(fff) Transfer Agency Agreement Supplement between 31
Registrant and PFPC, Inc. dated December 1,
1997 (Boston Partners Bond Fund, Investor
Class).

(ggg) Administration and Accounting Services 31
Agreement between Registrant and PFPC, Inc.
dated December 1, 1997 (Boston Partners Bond
Fund).

(hhh) Form of Administration and Accounting 32
Services Agreement between Registrant and
PFPC Inc. (Schneider Capital Management Value
Fund).

-11-

<PAGE>

(b) Exhibits: SEE NOTE #
(iii) Form of Transfer Agency Agreement Supplement 32
between Registrant and PFPC Inc. (Schneider
Capital Management Value Fund).

(jjj) Form of Administrative Services Agreement 32
between Registrant and Counsellors Fund
Services, Inc. (Schneider Capital Management
Value Fund).

(kkk) Form of Administration and Accounting 33
Services Agreement between Registrant and
PFPC Inc. (BEA Long-Short Market Neutral
Fund).

(lll) Form of Administration and Accounting 33
Services Agreement between Registrant and
PFPC Inc. (BEA Long-Short Equity Fund).

(mmm) Form of Co-Administration Agreement between 33
Registrant and BEA Associates (BEA Long-Short
Market Neutral Fund).

(nnn) Form of Co-Administration Agreement between 33
Registrant and BEA Associates (BEA Long-Short
Equity Fund).

(ooo) Form of Transfer Agency Agreement Supplement 33
between Registrant and State Street Bank &
Trust Company (BEA Long-Short Market Neutral
Fund Institutional Class).

(ppp) Form of Transfer Agency Agreement Supplement 33
between Registrant and State Street Bank &
Trust Company (BEA Long-Short Market Neutral
Fund Advisor Class).

(qqq) Form of Transfer Agency Agreement Supplement 33
between Registrant and State Street Bank &
Trust Company (BEA Long-Short Equity Fund
Institutional Class).

(rrr) Form of Transfer Agency Agreement Supplement 33
between Registrant and State Street Bank &
Trust Company (BEA Long-Short Equity Fund
Advisor Class).

(sss) Form of Administrative Services Agreement 33
between Registrant and Counsellors Fund
Services, Inc. (BEA Long-Short Market Neutral
Fund).

(ttt) Form of Administrative Services Agreement 33
between Registrant and Counsellors Fund
Services, Inc. (BEA Long-Short Equity Fund).

(uuu) Form of Transfer Agency Agreement Supplement
between Registrant and PFPC, Inc. (Boston
Partners Micro Cap Value Fund, Institutional
Class).

-12-

<PAGE>

(b) Exhibits: SEE NOTE #

(vvv) Form of Transfer Agency Agreement Supplement
between Registrant and PFPC, Inc. (Boston
Partners Micro Cap Value Fund, Investor
Class).

(www) Form of Administration and Accounting
Services Agreement between Registrant and
PFPC, Inc. (Boston Partners Micro Cap Value
Fund).

(10) Opinion and Consent of Counsel.

(11) (a) Consent of Drinker Biddle & Reath LLP.

(12) None.

(13) (a) Subscription Agreement (relating to Classes A 2
through N).

(b) Subscription Agreement between Registrant and 7
Planco Financial Services, Inc., relating to
Classes O and P.

(d) Subscription Agreement between Registrant and 9
Counsellors Securities Inc. relating to
Classes R, S, and Alpha 1 through Theta 4.

(e) Subscription Agreement between Registrant and 10
Counsellors Securities Inc. relating to
Classes T, U and V.

(f) Subscription Agreement between Registrant and 18
Counsellor's Securities Inc. relating to
Classes BB and CC.

(g) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class FF
(n/i Micro Cap Fund).

(h) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class GG
(n/i Growth Fund).

(i) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class HH
(n/i Growth & Value Fund).

(j) Subscription Agreement between Registrant and 24
Counsellors Securities, Inc. relating to
Classes II through PP.

(k) Purchase Agreement between Registrant and 27
Boston Partners Asset Management, L.P.
relating to Classes QQ, RR and SS (Boston
Partners Large Cap Value Fund).

-13-

<PAGE>

(b) Exhibits: SEE NOTE #
(l) Purchase Agreement between Registrant and 28
Boston Partners Asset Management, L.P.
relating to Classes TT and UU (Boston
Partners Mid Cap Value Fund).

(m) Purchase Agreement between Registrant and 31
Boston Partners Asset Management L.P.relating
to Classes VV and WW (Boston Partners Bond
Fund).

(n) Purchase Agreement between Registrant and 31
Numeric Investors, L.P. relating to Class XX
(n/i Larger Cap Value Fund).

(o) Form of Purchase Agreement between Registrant 33
and BEA Associates relating to Classes ZZ and
AAA (BEA Long-Short Market Neutral Fund).

(p) Form of Purchase Agreement between Registrant 33
and BEA Associates relating to Classes BBB
and CCC (BEA Long-Short Equity Fund).

(q) Form of Purchase Agreement between Registrant
and Boston Partners Asset Management, L.P.
relating to Classes DDD and EEE (Boston
Partners Micro Cap Value Fund).

(14) None.

(15) (a) Plan of Distribution (Sansom Street Money 3
Market).

(b) Plan of Distribution (Sansom Street Tax-Free 3
Money Market).

(d) Plan of Distribution (Cash Preservation 3
Money).

(e) Plan of Distribution (Cash Preservation Tax- 3
Free Money Market).

(f) Plan of Distribution (Bedford Money Market). 3

(g) Plan of Distribution (Bedford Tax-Free Money 3
Market).

(h) Plan of Distribution (Bedford Government 3
Obligations Money Market).

(i) Plan of Distribution (Income Opportunities 7
High Yield).

(j) Amendment No. 1 to Plans of Distribution 8
(Classes A through Q).

(k) Plan of Distribution (Alpha (now known as 9
Janney) Money Market).

(l) Plan of Distribution (Alpha (now known as 9
Janney) Tax-Free Money Market (now known as
the Municipal Money Market)).

-14-

<PAGE>

(b) Exhibits: SEE NOTE #
(m) Plan of Distribution (Alpha (now known as 9
Janney) Government Obligations Money Market).

(n) Plan of Distribution (Alpha (now known as 9
Janney) New York Municipal Money Market).

(o) Plan of Distribution (Beta Money Market). 9

(p) Plan of Distribution (Beta Tax-Free Money 9
Market).

(q) Plan of Distribution (Beta Government 9
Obligations Money Market).

(r) Plan of Distribution (Beta New York Money 9
Market).

(s) Plan of Distribution (Gamma Money Market). 9

(t) Plan of Distribution (Gamma Tax-Free Money 9
Market).

(u) Plan of Distribution (Gamma Government 9
Obligations Money Market).

(v) Plan of Distribution (Gamma New York 9
Municipal Money Market).

(w) Plan of Distribution (Delta Money Market). 9

(x) Plan of Distribution (Delta Tax-Free Money 9
Market).

(y) Plan of Distribution (Delta Government 9
Obligations Money Market).

(z) Plan of Distribution (Delta New York 9
Municipal Money Market).

(aa) Plan of Distribution (Epsilon Money Market). 9

(bb) Plan of Distribution (Epsilon Tax-Free Money 9
Market).

(cc) Plan of Distribution (Epsilon Government 9
Municipal Money Market).

(dd) Plan of Distribution (Epsilon New York 9
Municipal Money Market).

(ee) Plan of Distribution (Zeta Money Market). 9

(ff) Plan of Distribution (Zeta Tax-Free Money 9
Market).

(gg) Plan of Distribution (Zeta Government 9
Obligations Money Market).

(hh) Plan of Distribution (Zeta New York Municipal 9
Money Market).

(ii) Plan of Distribution (Eta Money Market). 9

(jj) Plan of Distribution (Eta Tax-Free Money 9
Market).

-15-

<PAGE>

(b) Exhibits: SEE NOTE #
(kk) Plan of Distribution (Eta Government 9
Obligations Money Market).

(ll) Plan at Distribution (Eta New York Municipal 9
Money Market).

(mm) Plan of Distribution (Theta Money Market). 9

(nn) Plan of Distribution (Theta Tax-Free Money 9
Market).

(oo) Plan of Distribution (Theta Government 9
Obligations Money Market).

(pp) Plan of Distribution (Theta New York 9
Municipal Money Market).

(qq) Plan of Distribution (BEA International 24
Equity Investor).

(rr) Plan of Distribution (BEA International 24
Equity Advisor).

(ss) Plan of Distribution (BEA Emerging Markets 24
Equity Investor).

(tt) Plan of Distribution (BEA Emerging Markets 24
Equity Advisor).

(uu) Plan of Distribution (BEA High Yield 24
Investor).

(vv) Plan of Distribution (BEA High Yield 24
Advisor).

(ww) Plan of Distribution (BEA Global 24
Telecommunications Investor).

(xx) Plan of Distribution (BEA Global 24
Telecommunications Advisor).

(yy) Plan of Distribution (Boston Partners Large 26
Cap Value Fund Institutional Class)

(zz) Plan of Distribution (Boston Partners Large 27
Cap Value Fund Investor Class)

(aaa) Plan of Distribution (Boston Partners Large 27
Cap Value Fund Advisor Class)

(bbb) Plan of Distribution (Boston Partners Mid Cap 27
Value Fund Investor Class)

(ccc) Plan of Distribution (Boston Partners Mid Cap 27
Value Fund Institutional Class)

(ddd) Plan of Distribution (Boston Partners Bond 31
Fund Institutional Class).

(eee) Plan of Distribution (Boston Partners Bond 31
Fund Investor Class).

(fff) Form of Plan of Distribution Pursuant to Rule 33
12b-1 (BEA Long-Short Equity Fund
Advisor Class).

-16-

<PAGE>

(b) Exhibits: SEE NOTE #

(ggg) Form of Plan of Distribution Pursuant to Rule 33
12b-1 (BEA Long-Short Market Neutral Fund
Advisor Class).

(hhh) Form of Plan of Distribution (Boston Partners
Micro Cap Value Fund Institutional Class).

(iii) Form of Plan of Distribution (Boston Partners
Micro Cap Value Fund Investor Class).

(16) (a) Schedule for Computation of Performance 29
Quotations for the Money Market and Boston
Partners Portfolios.

(b) Schedule for Computation of Performance 30
Quotations for the BEA Portfolios.

(17) Not Applicable.

(18) Form of Amended 18f-3 Plan.

</TABLE>

NOTE #

1 Incorporated herein by reference to the same exhibit number of
Registrant's Registration Statement (No. 33-20827) filed on March 24,
1988.

2 Incorporated herein by reference to the same exhibit number of Pre-
Effective Amendment No. 2 to Registrant's Registration Statement (No.
33-20827) filed on July 12, 1988.

3 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 1 to Registrant's Registration Statement (No.
33-20827) filed on March 23, 1989.

4 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 2 to Registrant's Registration Statement (No.
33-20827) filed on October 25, 1989.

5 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 3 to the Registrant's Registration Statement
(No. 33-20827) filed on April 27, 1990.

6 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 4 to the Registrant's Registration Statement
(No. 33-20827) filed on May 1, 1990.

7 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 5 to the Registrant's Registration Statement
(No. 33-20827) filed on December 14, 1990.

8 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 6 to the Registrant's Registration Statement
(No. 33-20827) filed on October 24, 1991.

-17-

<PAGE>

9 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 7 to the Registrant's Registration Statement
(No. 33-20827) filed on July 15, 1992.

10 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 8 to the Registrant's Registration Statement
(No. 33-20827) filed on October 22, 1992.

11 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 9 to the Registrant's Registration Statement
(No. 33-20827) filed on December 16, 1992.

12 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 11 to the Registrant's Registration Statement
(No. 33-20827) filed on June 21, 1993.

13 Incorporated herein by reference to the same exhibit number Post-
Effective Amendment No. 12 to the Registrant's Registration Statement
(No. 33-20827) filed on July 27, 1993.

14 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 13 to the Registrant's Registration Statement
(No. 33-20827) filed on October 29, 1993.

15 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 14 to the Registrant's Registration Statement
(No. 33-20827) filed on December 21, 1993.

16 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 19 to the Registrant's Registration Statement
(No. 33-20827) filed on October 14, 1994.

17 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 20 to the Registrant's Registration Statement
(No. 33-20827) filed on October 21, 1994.

18 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 21 to the Registrant's Registration Statement
(No. 33-20827) filed on October 28, 1994.

19 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 22 to the Registrant's Registration Statement
(No. 33-20827) filed an December 19, 1994.

20 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 27 to the Registrant's Registration Statement
(No. 33-20827) filed on March 31, 1995.

21 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 28 to the Registrant's Registration Statement
(No. 33-20827) filed on October 6, 1995.

22 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 29 to the Registrant's Registration Statement
(No. 33-20827) filed on October 25, 1995.

23 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 34 to the Registrant's Registration Statement
(No. 33-20827) filed on May 16, 1996.

-18-

<PAGE>

24 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 37 to the Registrant's Registration Statement
(No. 33-20827) filed July 30, 1996.

25 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 39 to the Registrant's Registration Statement
(No. 33-20827) filed on October 11, 1996.

26 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 41 to the Registrant's Registration Statement
(No. 33-20827) filed on November 27, 1996.

27 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 45 to the Registrant's Registration Statement
(No. 33-20827) filed on May 9, 1997.

28 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 46 to the Registrant's Registration Statement
(33-20827) filed on September 25, 1997.

29 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 49 to the Registrant's Registration Statement
(33-20827) filed on December 1, 1997.

30 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 50 to the Registrant's Registration Statement
(33-20827) filed on December 8, 1997.

31 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 51 to the Registrant's Registration Statement
(33-20827) filed on December 8, 1997.

32 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 52 to the Registrant's Registration Statement
(33-20827) filed on January 23, 1998.

33 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 53 to the Registrant's Registration Statement
(33-20827) filed on April 10, 1998.

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 March 31, 1998.

<TABLE>
<CAPTION>
<S> <C>
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
a) Cash Preservation Money Market 40
b) Cash Preservation Municipal Money Market 56
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 93063
g) Bedford New York Municipal Money Market 3234
h) RBB Government Securities 500
i) Bedford Municipal Money Market 4441
j) Bedford Government Obligations Money Market 3266
k) BEA International Equity - Institutional Class 273
l) BEA International Equity - Investor Class 0
m) BEA International Equity - Advisor Class 11

-19-

<PAGE>

n) BEA High Yield - Institutional Class 72
o) BEA High Yield - Investor Class 0
p) BEA High Yield - Advisor Class 11
q) BEA Emerging Markets Equity - Institutional Class 23
r) BEA Emerging Markets Equity - Investor Class 0
s) BEA Emerging Markets Equity - Advisor Class 8
t) BEA U.S. Core Equity 63
u) BEA U.S. Core Fixed Income 59
v) BEA Strategic Global Fixed Income 15
w) BEA Municipal Bond Fund 35
x) BEA Short Duration 0
y) BEA Balanced 0
z) BEA Global Telecommunications - Investor Class 0
aa) BEA Global Telecommunications - Advisor Class 23
bb) Janney Montgomery Scott
Money Market 103789
cc) Janney Montgomery Scott
Municipal Money Market 4357
dd) Janney Montgomery Scott
Government Obligations Money Market 33852
ee) Janney Montgomery Scott
New York Municipal Money Market 1383
ff) ni Micro Cap 3535
gg) ni Growth 3437
hh) ni Growth & Value 5005
ii) ni Larger Cap Value 438
jj) Boston Partners Large Cap Value Fund - Institutional
Class 39
kk) Boston Partners Large Cap Value Fund - Investor Class 38
ll) Boston Partners Large Cap Value Fund - Advisor Class 0
mm) Boston Partners Mid Cap Value Fund - Investor Class 40
nn) Boston Partners Mid Cap Value Fund - Institutional Class 54
oo) Boston Partners Premium Bond - Institutional Class 4
pp) Boston Partners Premium Bond - Investor Class 2

</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.

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

-20-

<PAGE>

against any liability to the Corporation or its security holders to
which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

Section 4. References to the Maryland General Corporation
Law in this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the Corporation
shall decrease, but may expand, any right of any person under this
Article based on any event, omission or proceeding prior to such
amendment.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Information as to any other business, profession, vocation or
employment of substantial nature in which any directors and officers of PIMC,
BEA, Numeric, Boston Partners and Schneider Capital Management are, or at any
time during the past two (2) years have been, engaged for their own accounts
or in the capacity of director, officer, employee, partner or trustee is
incorporated herein by reference to Schedules A and D of PIMC's FORM ADV (File
No. 801-13304) filed on March 28, 1997, Schedules B and D of BEA's FORM ADV
(File No. 801-37170) filed on March 31, 1997, Schedules B and D of Numeric's
FORM ADV (File No. 801-35649) filed on March 27, 1997, Schedules of Boston
Partners' FORM ADV (File No. 801-49059) filed on July 17, 1997, and Schedules
B and D of Schneider Capital Management's FORM ADV (File No. 801-52502) filed
on July 16, 1996, respectively.

There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of PNC Bank, National Association (successor by merger to
Provident National Bank) ("PNC Bank"), is, or at any time during the past two
years has been, engaged for his own account or in the capacity of director,
officer, employee, partner or trustee.

PNC BANK, NATIONAL ASSOCIATION
DIRECTORS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
POSITION WITH TYPE
PNC BANK NAME OTHER BUSINESS CONNECTIONS OF BUSINESS
- -------- ---- -------------------------- -----------

Director B.R. Brown President and C.E.O. of Coal
Consol, Inc.
Consol Plaza
1800 Washington Road

-21-

<PAGE>

Pittsburgh, PA 15241

Director Constance E. Clayton Associate Dean Medical
Allegheny University of
the Health Sciences
Bellet Bldg.
1505 Race Street-Mail Stop 660
Philadelphia, PA 19102

Director Eberhard Faber IV Chairman and C.E.O. Manufacturing
E.F.L., Inc.
1220 Mellon Bank Bldg.
8 W. Market Street
Wilkes-Barre, PA 18701

Director Dr. Stuart Heydt President and C.E.O. Medical
Geisinger Health System
Commerce Court, Suite 300
2601 Market Place
Harrisburg, PA 17110-9603

Director Edward P. Junker, III Retired Vice Chairman Banking
PNC Bank, N.A.
901 State Street, P.O. Box 8480
Erie, PA 16553

Director Thomas A. McConomy President, C.E.O. and Manufacturing
Chairman, Calgon Carbon Corp.
413 Woodland Road
Sewickley, PA 15143

Director Thomas H. O'Brien Chairman and CEO Banking
PNC Bank Corp.
One PNC Plaza, 249 Fifth Avenue
Pittsburgh, PA 15227-2707

Director Rocco A. Ortenzio Chairman and C.E.O. Medical
Select Medical Corporation
4718 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, PA 17055

Director Robert C. Robb, Jr. President, Lewis, Eckert, Robb Financial
& Company and
425 One Plymouth Meeting Management
Plymouth Meeting, PA 19462 Consultants

POSITION WITH TYPE
PNC BANK NAME OTHER BUSINESS CONNECTIONS OF BUSINESS
- -------- ---- -------------------------- -----------

Director James E. Rohr President and C.E.O. Bank Holding
PNC Bank, N.A. Company
One PNC Plaza, 30th Floor
Pittsburgh, PA 15265

Director Daniel M. Rooney President, Pittsburgh Steelers Football
Football Club of the National
Football League
300 Stadium Circle
Pittsburgh, PA 15212

-22-

<PAGE>

Director Seth E. Schofield Chairman Airline
Base International
1479 Painters Run Road
Pittsburgh, PA 15241
</TABLE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

James C. Altman Senior Vice President

Terry D. Amore Senior Vice President

Edward V. Arbaugh, III Senior Vice President

Robert Jones Arnold Senior Vice President

James N. Atteberry Senior Vice President

Lila M. Bachelier Senior Vice President

James C. Baker Senior Vice President

R. Perrin Baker Chief Market Counsel, Northwest PA

James R. Bartholomew Senior Vice President

Peter R. Begg Senior Vice President

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

Karen E. Blair Senior Vice President

Ronald R. Blankenbuehler Senior Vice President

Eva T. Blum Senior Vice President

Ronald L. Bovill Senior Vice President

George Brikis Executive Vice President

Dennis P. Brenckle Regional President, Central PA Market

Michael Brundage Senior Vice President

Donna L. Burge Senior Vice President

Jane Wilson Burks Senior Vice President

-23-

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Douglas H. Burr Senior Vice President

David D. Burrow Senior Vice President

Anthony J. Cacciatore Senior Vice President

Richard C. Caldwell Executive 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

Rhonda S. Chatzkel Senior Vice President

Chaomei Chen Senior Vice President

Sandra Chickeletti Assistant Secretary

Thomas P. Ciak Assistant Secretary

Peter K. Classen Regional President, PNC Bank, Northeast, Pa

James P. Conley Senior Vice President/Credit Policy

Andra D. Cochran Senior Vice President

William Harvey Coggin Senior Vice President

Sharon Coghlan Coordinating Market Chief Counsel, Philadelphia

John F. Colligan Senior Vice President

James P. Conley Senior Vice President

C. David Cook Senior Vice President

Robert F. Crouse Senior Vice President

Peter M. Crowley Senior Vice President

Keith P. Crytzer Senior Vice President

John J. Daggett Senior Vice President

Peter J. Danchak Senior Vice President

Richard Devore Senior Vice President

James N. Devries Senior Vice President

-24-

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

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

Robert D. Edwards Senior Vice President

Tawana L. Edwards Senior Vice President

David J. Egan Senior Vice President

Richard M. Ellis 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 Senior Vice President

Frederick C. Frank, III Executive Vice President

William J. Friel Executive Vice President

Brian K. Garlock Senior Vice President

Leigh Gerstenberger Senior Vice President

Donald W. Giffin, Jr. Senior Vice President

Richard C. Grace Senior Vice President

James G. Graham Executive Vice President

Craig Davidson Grant Senior Vice President

Barbara J. Griec Senior Vice President

Thomas M. Groneman Senior Vice President

Thomas Grundman Senior Vice President

John C. Haller Regional President, Ohio Market

Michael J. Hannon Senior Vice President

Michael N. Harreld Regional President, Kentucky Market

Michael J. Harrington Senior Vice President

Maurice H. Hartigan, II Executive Vice President

-25-

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

G. Thomas Hewes Senior Vice President

Gregory A. Hoeck Executive Vice President

Susan G. Holt Senior Vice President

Sylvan M. Holzer Regional President, Pittsburgh Market

William D. Hummel Senior Vice President

Wayne P. Hunley Senior Vice President

John M. Infield Senior Vice President

S. Terry Irvin Executive Vice President

Philip C. Jackson Senior Vice President

Lawrence W. Jacobs Senior Vice President

Robert Greg Jenkins Senior Vice President

William J. Johns Controller

Craig M. Johnson Senior Vice President, Comptroller

Eric C. Johnson Senior Vice President

William R. Johnson Audit Director

Edward C. Johnson Senior Vice President

Robert D. Kane, Jr Senior Vice President

Jack Kelly Senior Vice President

Michael D.Kelsey Chief Compliance Counsel

Geoffrey R. Kimel Senior Vice President

Randall C. Kin Senior Vice President

James M. Kinsan, Jr. Senior Vice President

Christopher . Knoll Senior Vice President

William Koss Executive Vice President

Richard C.Krauss Senior Vice President

Frank R. repp Senior Vice President & Chief Credit
Policy Officer

Thomas F. Lamb Senior Vice President

Kenneth P. Leckey Senior Vice President & Cashier

-26-

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

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

Jane E. Madio Senior Vice President

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

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 Senior Vice President

James C. Mendelson Senior Vice President

Theodore Lang Merhoff Senior Vice President

Darryl Metzger Senior Vice President

Scott C. Meves Senior Vice President

Ralph S. Michael, III Executive Vice President

James P. Mikula Senior Vice President

Robert J. Miller, Jr. Senior Vice President

Melanie Millican Senior Vice President

Robert G. Mills Assistant Secretary

J. William Mills, III Senior Vice President

Francine Miltenberger Senior Vice President

-27-

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Chester A. Misbach Senior Vice President

Barbara A. Misner Senior Vice President

D. Bryant Mitchell, II Executive Vice President

Michael D. Moll Senior Vice President

Christopher N. Moravec Senior Vice President

Thomas R. Moore Vice President and Secretary

Marlene D. Mosco Regional President Northwest PA Market

Peter F. Moylan Senior Vice President

Ronald J. Murphy Executive Vice President

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

Cynthia G. Osofsky Senior Vice President

Thomas E. Paisley, III Senior Vice President

Daniel J. Pavlick Senior Vice President

David M. Payne Senior Vice President

John Pendergrass Senior Vice President

W. David Pendl Senior Vice President

Stephen D. Penn Senior Vice President

Frank Pomor Senior Vice President

Helen P. Pudlin Senior Vice President

Wayne Pulliam Senior Vice President

Arthur F. Radman, III Senior Vice President

Gordon L. Ragan Senior Vice President

Edward E. Randall Senior Vice President

Robert Q. Reilly Senior Vice President

-28-

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

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

Rodger L. Rickenbrode Senior Vice President

Bryan W. Ridley Senior Vice President

W. Alton Roberts Senior Vice President

James E. Rohr President and Chief Executive Officer

James C. Rooks Senior Vice President

Peter M. Ross Senior Vice President

Suzanne C. Ross Senior Vice President

Gerhard Royer Senior Vice President

Robert T. Saltarelli Senior Vice President

Robert V. Sammartino Senior Vice President

William Sayre, Jr. Senior Vice President

Stephen C. Schatterman Senior Vice President

Peter H. Schryver Senior Vice President

Richard A. Seymour Senior Vice President

Timothy G. Shack Senior Vice President

Douglas E. Shaffer Senior Vice President

Bruce Shipley Senior Vice President

Alfred A. Silva Executive Vice President

George R. Simon Senior Vice President

J. Max Smith Senior Vice President

Richard L. Smoot President and CEO of PNC Bank, Philadelphia

Timothy N. Smyth Senior Vice President

Richard R. Soeder Senior Vice President

Darcel H. Steber Senior Vice President

Melvin A. Steele Senior Vice President

-29-

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Richard Stegemeier Senior Vice President

Ted K. Stirgwolt Senior Vice President

Donald N. Stolper Executive Vice President

Connie Bond Stuart Senior Vice President

Lon E. Susak Senior Vice President

Stephen L. Swanson Executive Vice President

Ronald L. Tassone Senior Vice President

Frank A. Taucher Senior Vice President

John T. Taylor Senior Vice President

Peter W. Thompson Senior Vice President

Jane B. Tompkins Senior Vice President

Alex T. Topping Senior Vice President

Kevin M. Tucker Senior Vice President

William H. Turner Regional 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. Vander Horst Executive Vice President

Ronald H. Vicari Senior Vice President

Patrick M. Wallace Senior Vice President

Bruce E. Walton Executive Vice President

Annette M. Ward-Kredel Senior Vice President

Leonard A. Watkins Senior Vice President

Frances A. Wilkinson Assistant Secretary

Robert S. Wrath Senior Vice President

Mark F. Wheeler Senior Vice President

George Whitmer Senior Vice President

Gary G. Wilson Senior Vice President

Nancy B. Wolcott Executive Vice President

-30-
<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

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.

(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.

-31-

<PAGE>

(24) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.

Item 29. PRINCIPAL UNDERWRITER

(a) Counsellors Securities Inc. (the "Distributor") acts as
principal underwriter for the following investment companies:

Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
Warburg Pincus New York Intermediate Municipal Fund
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus International Equity Fund
Warburg Pincus Japan OTC Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Institutional Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Strategic Value Fund
Warburg Pincus Trust
Warburg Pincus Trust II

(b) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 15-654) 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) Counsellors Securities Inc., 466 Lexington Avenue, New York, New
York 10017 (records relating to its functions as distributor).

(3) PNC 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).

-32-
<PAGE>

(6) BEA Associates, One Citicorp Center, 153 East 53rd Street, New
York, New York 10022 (records relating to its function as
investment adviser).

(7) Numeric Investors, L.P., 1 Memorial Drive, Cambridge,
Massachusetts 02142 (records relating to its function as
investment adviser).

(8) Boston Partners Asset Management, L.P., One Financial Center,
43rd Floor, Boston, Massachusetts 02111 (records relating to
its function as investment adviser).

(9) Schneider Capital Management Co., 460 East Swedesford Road,
Suite 1080, Wayne, Pennsylvania 19087 (records relating to
its function as investment adviser).

Item 31. MANAGEMENT SERVICES

None.

Item 32. UNDERTAKINGS

(a) Registrant hereby undertakes to hold a meeting of
shareholders for the purpose of considering the removal of
directors in the event the requisite number of shareholders
so request.

(b) Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered a copy of Registrant's latest
annual report to shareholders upon request and without charge.

-33-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it has duly caused this
Post-Effective Amendment No. 54 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Wilmington, and State of Delaware, on the 17th day of April, 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.

SIGNATURE TITLE DATE

/s/Edward J. Roach President (Principal April 17, 1998
Edward J. Roach Executive Officer) and
Treasurer (Principal
Financial and Accounting
Officer)

*/s/Donald van Roden Director April 17, 1998
Donald van Roden

*/s/Francis J. McKay Director April 17, 1998
Francis J. McKay

*/s/Marvin E. Sternberg Director April 17, 1998
Marvin E. Sternberg

*/s/Julian A. Brodsky Director April 17, 1998
Julian A. Brodsky

*/s/Arnold M. Reichman Director April 17, 1998
Arnold M. Reichman

*/s/Robert Sablowsky Director April 17, 1998
Robert Sablowsky

*By:/s/Edward J. Roach April 17, 1998
Edward J. Roach
Attorney-in-Fact

-34-

<PAGE>

THE RBB FUND, INC.
(the "Company")

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned,
Donald van Roden, hereby constitutes and appoints Edward J. Roach
and Michael P. Malloy, his true and lawful attorneys, to execute
in his name, place, and stead, in his capacity as Director or
officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and said attorneys shall have
full power and authority to do and perform in his name and on his
behalf, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all
intents and purposes as he might or could do in person, said acts
of said attorneys being hereby ratified and approved.

DATED: April 23, 1997

/s/ Donald van Roden
____________________
Donald van Roden

<PAGE>

THE RBB FUND, INC.
(the "Company")

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned,
Marvin E. Sternberg, hereby constitutes and appoints Edward J.
Roach and Michael P. Malloy, his true and lawful attorneys, to
execute in his name, place, and stead, in his capacity as
Director or officer, or both, of the Company, the Registration
Statement and any amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission; and said
attorneys shall have full power and authority to do and perform
in his name and on his behalf, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as he might or could do
in person, said acts of said attorneys being hereby ratified and
approved.

DATED: April 23, 1997

/s/ Marvin E. Sternberg
_______________________
Marvin E. Sternberg

<PAGE>

THE RBB FUND, INC.
(the "Company")

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned,
Arnold Reichman, hereby constitutes and appoints Edward J. Roach
and Michael P. Malloy, his true and lawful attorneys, to execute
in his name, place, and stead, in his capacity as Director or
officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and said attorneys shall have
full power and authority to do and perform in his name and on his
behalf, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all
intents and purposes as he might or could do in person, said acts
of said attorneys being hereby ratified and approved.

DATED: April 23, 1997

/s/ Arnold Reichman
___________________
Arnold Reichman

<PAGE>

THE RBB FUND, INC.
(the "Company")

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned,
Francis J. McKay, hereby constitutes and appoints Edward J. Roach
and Michael P. Malloy, his true and lawful attorneys, to execute
in his name, place, and stead, in his capacity as Director or
officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and said attorneys shall have
full power and authority to do and perform in his name and on his
behalf, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all
intents and purposes as he might or could do in person, said acts
of said attorneys being hereby ratified and approved.

DATED: April 23, 1997

/s/ Francis J. McKay
____________________
Francis J. McKay

<PAGE>

THE RBB FUND, INC.
(the "Company")

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned,
Julian Brodsky, hereby constitutes and appoints Edward J. Roach
and Michael P. Malloy, his true and lawful attorneys, to execute
in his name, place, and stead, in his capacity as Director or
officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and said attorneys shall have
full power and authority to do and perform in his name and on his
behalf, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all
intents and purposes as he might or could do in person, said acts
of said attorneys being hereby ratified and approved.

DATED: April 23, 1997

/s/ Julian Brodsky
__________________
Julian Brodsky

<PAGE>

THE RBB FUND, INC.
(the "Company")

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned,
Robert Sablowsky, hereby constitutes and appoints Edward J. Roach
and Michael P. Malloy, his true and lawful attorneys, to execute
in his name, place, and stead, in his capacity as Director or
officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and said attorneys shall have
full power and authority to do and perform in his name and on his
behalf, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all
intents and purposes as he might or could do in person, said acts
of said attorneys being hereby ratified and approved.

DATED: April 23, 1997

/s/ Robert Sablowsky
____________________
Robert Sablowsky

<PAGE>

THE RBB FUND, INC.

EXHIBIT INDEX

Exhibits

1(v) Form of Articles Supplementary relating to the
Boston Partners Micro Cap Value Fund
(Institutional and Investor Classes).

5(dd) Form of Investment Advisory Agreement (Boston
Partners Micro Cap Value Fund) between Registrant
and Boston Partners Asset Management, L.P.

6(rr) Form of Distribution Agreement Supplement (Class
DDD) between Registrant and Counsellors
Securities, Inc.

6(ss) Form of Distribution Agreement Supplement (Class
EEE) between Registrant and Counsellors
Securities, Inc.

8(t) Form of Custodian Agreement Supplement between
Registrant and PNC Bank, N.A. on behalf of the
Boston Partners Micro Cap Value Fund.

9(uuu) Form of Transfer Agency Agreement Supplement
between Registrant and PFPC, Inc. (Boston Partners
Micro Cap Value Fund, Institutional Class).

9(vvv) Form of Transfer Agency Agreement Supplement
between Registrant and PFPC, Inc. (Boston Partners
Micro Cap Value Fund, Investor Class).

9(www) Form of Administrative and Accounting Services
Agreement between Registrant and PFPC, Inc.
(Boston Partners Micro Cap Value Fund).

10 Opinion and Consent of Counsel.

(11)(a) Consent of Drinker Biddle & Reath LLP.

13(q) Form of Purchase Agreement between Registrant and
Boston Partners Asset Management, L.P. relating to
Classes DDD and EEE (Boston Partners Micro Cap
Value Fund).

15(hhh) Form of Plan of Distribution (Boston Partners
Micro Cap Value Fund Institutional Class).

15(iii) Form of Plan of Distribution (Boston Partners
Micro Cap Value Fund Investor Class).

18 Form of Amended Rule 18f-3 Plan

Exhibit (1) (v)

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 DDD Common Stock (Boston
Partners Micro Cap Value Fund Institutional Class);

<PAGE>

(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 EEE Common Stock (Boston
Partners Micro Cap Value 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 Classes DDD and EEE Common Stock will be
issued without stock certificates.

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.

-2-
<PAGE>

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 four hundred thousand dollars ($30,400,000);
(b) the number of shares of each authorized class
of common stock was as follows:
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;

-3-
<PAGE>

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;
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;

-4-
<PAGE>

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;

-5-
<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;

-6-
<PAGE>

Class XX - fifty million (50,000,000), par value $.001 per
share;
Class YY - one hundred million (100,000,000), par value $.001
per share;
Class ZZ - one hundred million (100,000,000), par value $.001
per share;
Class AAA - one hundred million (100,000,000), par value $.001
per share:
Class BBB - one hundred million (100,000,000), par value $.001
per share;
Class CCC - one hundred million (100,000,000), par value $.001
per share;
Class Alpha 1 - seven hundred million (700,000,000), par
value $.001 per share;
Class Alpha 2 - two hundred million (200,000,000), par value
$.001 per share;
Class Alpha 3 - five hundred million (500,000,000), par value
$.001 per share;
Class Alpha 4 - one hundred million (100,000,000), par 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;

-7-
<PAGE>

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;

-8-
<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;

-9-
<PAGE>

for a total of fourteen billion three hundred twenty-nine million
(14,329,000,000) 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 six hundred thousand dollars ($30,600,000); 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;
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;

-10-
<PAGE>

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;
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;

-11-
<PAGE>

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;
C0lass HH - fifty million (50,000,000), par value $.001 per
share;

-12-
<PAGE>

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;
Class UU - one hundred million (100,000,000), par value $.001
per share;

-13-
<PAGE>

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
per share;
Class ZZ - one hundred million (100,000,000), par value $.001
per share;
Class AAA - one hundred million (100,000,000), par value $.001
per share;
Class BBB - one hundred million (100,000,000), par value $.001
per share;
Class CCC - one hundred million (100,000,000), par value $.001
per share;
Class DDD - one hundred million (100,000,000), par value $.001
per share;
Class EEE - one hundred million (100,000,000), par value $.001
per share.
Class Alpha 1 - seven hundred million (700,000,000), par
value $.001 per share;
Class Alpha 2 - two hundred million (200,000,000), par value
$.001 per share;
Class Alpha 3 - five hundred million (500,000,000), par value
$.001 per share;

-14-
<PAGE>

Class Alpha 4 - one hundred million (100,000,000), par 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;

-15-
<PAGE>

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;

-16-
<PAGE>

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 fourteen billion five hundred twenty-nine million
(14,529,000,000) shares classified into separate classes of
common stock.

-17-
<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 _____________, 1998.
THE RBB FUND, INC.
WITNESS:

_______________ _______________
MORGAN R. JONES EDWARD J. ROACH
Secretary President

-18-

<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.

_______________
EDWARD J. ROACH

-19-

Exhibit 5(dd)

INVESTMENT ADVISORY AGREEMENT

Boston Partners Micro Cap Value Fund

AGREEMENT made as of , 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 Micro Cap Value 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).

<PAGE>

The Fund will promptly furnish the Investment Advisor
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 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

-2-
<PAGE>

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
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

-3-
<PAGE>

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 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

-4-
<PAGE>

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 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

-5-
<PAGE>

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
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 1.25% 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.

-6-
<PAGE>

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
facts, that the Investment Advisor was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of
directors of the Portfolio who are neither "interested persons"
of the Portfolio nor parties to the proceeding ("disinterested
non-party directors") or (b) an independent legal counsel in a
written opinion. The Investment Advisor shall be entitled to
advances from the Portfolio for payment of the reasonable
expenses incurred by it in connection with the matter as to which
it is seeking indemnification in the manner and to the fullest
extent permissible under the Maryland General Corporation Law.
The Investment Advisor shall provide to the Portfolio a written
affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Portfolio has been met and a
written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not
been met. In addition, at least one of the following additional
conditions shall be met: (a) the Investment Advisor shall
provide a security in form and amount acceptable to the Portfolio
for its undertaking; (b) the Portfolio is insured against losses
arising by reason of the advance; or (c) a majority of a quorum
of disinterested non-party directors, or independent legal
counsel, in a written opinion, shall have determined, based upon
a review of facts readily available to the Portfolio at the time
the advance is proposed to be made, that there is reason to
believe that the Investment Advisor will ultimately be found to
be entitled to indemnification. Any amounts payable by the
Portfolio under this Section shall be satisfied only against the
assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.

The limitations on liability and indemnification
provisions of this paragraph 12 shall not be applicable to any
losses, claims, damages, liabilities or expenses arising from the
Investment Advisor's rights to the Portfolio's name. The
Investment Advisor shall indemnify and hold harmless the Fund and
the Portfolio for any claims arising from the use of the term
"Boston Partners" in the name of the Portfolio.

13. Duration and Termination. This Agreement shall
become effective with respect to the Portfolio upon approval of
this Agreement by vote of a majority of the outstanding voting
securities of the Portfolio and, unless sooner terminated as
provided herein, shall continue with respect to the Portfolio
until August 16, 1998. Thereafter, if not terminated, this
Agreement shall continue with respect to the Portfolio for
successive annual periods ending on August 16 provided such
continuance is specifically approved at least annually (a) by the

-7-
<PAGE>

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 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.

-8-
<PAGE>

18. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.

THE RBB FUND, INC.

By:______________________
Edward J. Roach
President and Treasurer

BOSTON PARTNERS ASSET
MANAGEMENT, L.P., by BOSTON
PARTNERS, INC., its General
Partner

By:_________________
William J. Kelly,
Treasurer

-9-

Exhibit 6 (rr)

DISTRIBUTION AGREEMENT SUPPLEMENT

(Boston Partners Micro Cap Value Fund)
(Institutional Class)

This supplemental agreement is entered into this ___
day of ________, 1998, by and between THE RBB FUND, INC. (the
"Fund") and COUNSELLORS SECURITIES, INC. (the "Distributor").

The Fund is a corporation organized under the laws of
the State of Maryland and is an open-end management investment
company. The Fund and the Distributor have entered into a
Distribution Agreement, dated as of April 10, 1991 (as from time
to time amended and supplemented, the "Distribution Agreement"),
pursuant to which the Distributor has undertaken to act as
distributor for the Fund, as more fully set forth therein.
Certain capitalized terms used without definition in this
Distribution Agreement Supplement have the meaning specified in
the Distribution Agreement.

The Fund agrees with the Distributor as follows:

1. Adoption of Distribution Agreement. The
Distribution Agreement is hereby adopted for the Boston Partners
Micro Cap Value Fund Institutional Class of Common Stock (Class DDD) of
the Fund.

2. Payment of Fees. For all services to be rendered,
facilities furnished and expenses paid or assumed by the
Distributor as provided in the Distribution Agreement and herein,
the Fund shall pay the Distributor a monthly 12b-1 fee on the
first business day of each month, based upon the average daily
value (as determined on each business day at the time set forth
in the Prospectus for determining net asset value per share) of
the net assets of the Class during the preceding month, at an
annual rate of 0.25%.

3. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the undersigned have entered into
this Agreement, intending to be legally bound hereby, as of the
date and year first above written.

THE RBB FUND, INC. COUNSELLORS SECURITIES, INC.

By: ______________________________ By: __________________
Name: EDWARD J. ROACH Name: EUGENE GRACE
Title: President and Treasurer Title:

Exhibit 6 (ss)

DISTRIBUTION AGREEMENT SUPPLEMENT

(Boston Partners Micro Cap Value Fund)
(Investor Class)

This supplemental agreement is entered into this ___
day of ________, 1998, by and between THE RBB FUND, INC. (the
"Fund") and COUNSELLORS SECURITIES, INC. (the "Distributor").

The Fund agrees with the Distributor as follows:

1. Adoption of Distribution Agreement. The
Distribution Agreement is hereby adopted for the Boston Partners
Micro Cap Value Fund Investor Class of Common Stock (Class EEE) of the
Fund.

3. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the undersigned have entered into
this Agreement, intending to be legally bound hereby, as of the
date and year first above written.

THE RBB FUND, INC. COUNSELLORS SECURITIES, INC.

By:______________________________ By: ______________________
Name:EDWARD J. ROACH Name: EUGENE GRACE
Title: President and Treasurer Title:

Exhibit 8 (t)

CUSTODIAN AGREEMENT SUPPLEMENT

(Boston Partners Micro Cap Value Fund)

This supplemental agreement is entered into this ___
day of ________, 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 Micro Cap Value
Fund.

2. Compensation. As compensation for the services
rendered by the Custodian during the term of the Custodian
Agreement, the Fund will pay to the Custodian, with respect to
Boston Partners Micro Cap Value Fund, monthly fees as shall be agreed
to from time to time by the Fund and the Custodian.

3. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the undersigned have entered into
this Agreement, intending to be legally bound hereby, as of the
date and year first above written.

THE RBB FUND, INC. PNC BANK, NATIONAL ASSOCIATION

By:______________________________ BY:________________________________
Name: EDWARD J.ROACH Name: ROBERT PERLSWIG
Title: President and Treasurer Title: Executive Vice President

Exhibit 9 (uuu)

TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Micro Cap Value Fund)
(Institutional Class)

This supplemental agreement is entered into this ___ day
of ________, 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 Micro
Cap Value Fund (the "Fund") Institutional Class of Common Stock (Class DDD) of
the Fund.

2. Compensation. As compensation for the services
rendered by the Transfer Agent during the term of the Transfer
Agency Agreement, the Fund will pay to the Transfer Agent, with
respect to such Class of the Fund, monthly fees that shall be
agreed to from time to time by the Company and the Transfer Agent,
for each account open at any time during the month for which
payment is being made, plus certain of the Transfer Agent's
expenses relating to such services.

3. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the undersigned have entered into
this Agreement, intending to be legally bound hereby, as of the
date and year first above written.

THE RBB FUND, INC. PFPC INC.

By:______________________________ BY:_______________________________
EDWARD J. ROACH ROBERT PERLSWIG
Title: President and Treasurer Title: Executive Vice President

Exhibit 9 (vvv)

TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Micro Cap Value Fund)
(Investor Class)

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 Micro
Cap Value Fund (the "Fund") Investor Class of Common Stock (Class
EEE) of the Fund.

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.

<PAGE>

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:______________________________ By:________________________
EDWARD J. ROACH ROBERT PERLSWIG
Title: President and Treasurer Title: Executive Vice President

Exhibit 9 (www)

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS

This Agreement is made as of __________, 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 Micro 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.

(i) "Written Instructions" mean written instructions
signed by two Authorized Persons and received by PFPC. The

<PAGE>

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;

(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

<PAGE>

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
Oral or Written Instructions provided such instructions
reasonably appear to have been received from an Authorized
Person.
6. Right to Receive Advice.

<PAGE>

(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
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.

<PAGE>

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
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

<PAGE>

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.
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.

<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

<PAGE>

shall not be responsible for losses beyond its control, provided
that PFPC has acted in accordance with the standard of care set
forth above; and provided further that PFPC shall only be
responsible for that portion of losses or damages suffered by the
fund that are attributable to the gross negligence of PFPC.
Without limiting the generality of the foregoing or of
any other provision of this Agreement, PFPC, in connection with
its duties under this Agreement, shall not be liable for (a) the
validity or invalidity or authority or lack thereof of any Oral
or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or
loss of data occurring by reason of circumstances beyond PFPC's
control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, flood or catastrophe, acts
of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
Notwithstanding anything in this Agreement to the
contrary, PFPC shall have no liability to the Fund for any
consequential, special or indirect losses or damages which the
Fund may incur or suffer by or as a consequence of PFPC's
performance of the services provided hereunder, whether or not
the likelihood of such losses or damages was known by PFPC.

<PAGE>

14. Description of Accounting Services on a Continuing
Basis.
PFPC will perform the following accounting functions
with respect to the Portfolio if required:

(i) Journalize investment, capital share and income
and expense activities;

(ii) verify investment buy/sell trade tickets when
received from the investment advisor (the
"Advisor") and transmit trades to the Fund's
foreign custodian (the "Custodian") for proper
settlement;

(iii) Maintain individual ledgers for investment
securities;

(iv) Maintain historical tax lots for each security;

(v) Reconcile cash and investment balances with the
Custodian, and provide the Advisor with the
beginning cash balance available for investment
purposes;

(vi) Update the cash availability throughout the day as
required by the Advisor;

(vii) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations;

(viii) Calculate various contractual expenses (e.g.,
advisory and custody fees);

(ix) Monitor the expense accruals and notify an
officer of the Fund of any proposed adjustments;

(x) Control all disbursements and authorize such
disbursements upon Written Instructions;

(xi) Calculate capital gains and losses;

(xii) Determine net income;

(xiii) Obtain security market quotes from independent
pricing services approved by the Advisor, or if
such quotes are unavailable, then obtain such
prices from Advisor, and in either case calculate
the market value of the investments;

<PAGE>

(xiv) Transmit or mail a copy of the daily portfolio
valuation to the Advisor;

(xv) Compute net asset value;

(xvi) As appropriate, compute yields, total return,
expense ratios, portfolio turnover rate, and, if
required, portfolio average dollar-weighted
maturity; and

(xvii) Prepare a monthly financial statement, which
includes the following items:

Schedule of Investments
Statement of Assets and Liabilities Statement of
Operations
Cash Statement
Schedule of Capital Gains and Losses.

15. Description of Administration Services on a Continuing
Basis.

PFPC will perform the following administration services

with respect to the Portfolio:

(i) Prepare quarterly broker security transactions
summaries;

(ii) Prepare monthly security transaction listings;

(iii) (a) Assist in the preparation of support schedules
necessary for completion of federal and state tax
returns; or (b) prepare for execution and file the
Fund's federal and state tax returns;

(iv) (a) Assist in the preparation of Semi-Annual
Reports with the SEC on Form N-SAR; or (b) prepare
and file the Fund's Semi-Annual Reports with the
SEC on Form N-SAR.

(v) Assist in the preparation of annual, semi-annual,
and quarterly shareholder reports; or (b) prepare
and file with the SEC the Fund's annual, semi-
annual, and quarterly shareholder reports;

(vi) Assist with the preparation of registration
statements and other filings relating to the
registration of Shares;

<PAGE>

(vii) Monitor the Portfolio's status as a regulated
investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended; and

(viii) Coordinate contractual relationships and
communications between the Fund and its service
providers.

16. Duration and Termination.
This Agreement shall continue until terminated by the
Fund or by PFPC on sixty (60) days' prior written notice to the
other party.
17. Notices.
All notices and other communications, including written
Instructions, shall be in writing or by confirming telegram,
cable, telex or facsimile sending device. If notice is sent by
confirming telegram, cable, telex or facsimile sending device, it
shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by
messenger, it shall be deemed to have been given on the day it
is delivered. Notices shall be addressed (a) if to PFPC at
PFPC's address, 400 Bellevue Parkway, Wilmington, Delaware 19809;
(b) if to the Fund, at the address of the Fund; or (c) if to
neither of the foregoing, at such other address as shall have
been notified to the sender of any such Notice or other
communication.

<PAGE>

18. Amendments.
This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against
whom enforcement of such change or waiver is sought.
19. Delegation.
PFPC may assign its rights and delegate its duties
hereunder to any wholly owned director indirect subsidiary of PNC
Bank, National Association or PNC Bank Corp., provided that (i)
PFPC gives the Fund thirty (30) days' prior written notice; (ii)
the delegate agrees with PFPC to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate
promptly provide such information as the Fund may request, and
respond to such questions as the Fund may ask, relative to the
delegation, including (without limitation) the capabilities of
the delegate.
20. Counterparts.
This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
21. Further Actions.
Each Party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.

<PAGE>

22. Miscellaneous.
This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter
hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to
delegated and/or Oral Instructions.
The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect.
This Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law. If any provision of this
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding and
shall inure to the benefit off 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 on
the day and year first above written.

PFPC INC.

By:____________________________________
Name: STEPHEN WYNNE
Title: Executive Vice President

THE RBB FUND, INC.

By:____________________________________
Name: EDWARD J. ROACH
President & Treasurer

Exhibit 10

April 17, 1998

The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809

RE: SHARES REGISTERED BY POST-EFFECTIVE AMENDMENT NO. 54 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. 54 (the "Amendment") to the Company's Registration
Statement on Form N-1A under the Securities Act of 1933, as amended. The Board
of Directors of the Company has authorized 100,000,000 shares of Class DDD
Common Stock , $.001 par value per share and 100,000,000 shares of Class EEE
Common Stock, $.001 par value per share, to be issued and sold by the Company
(collectively, the "Shares"). Classes DDD and EEE are the Institutional and
Investor Classes, respectively, of the new Boston Partners Micro Cap Value Fund
(the "Fund"). The Amendment seeks to register and indefinite number of Shares.

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 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 Prospectus relating to
the Fund 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. 54 to the Company's Registration Statement.

Very truly yours,

/s/DRINKER BIDDLE & REATH LLP
DRINKER BIDDLE & REATH LLP

Exhibit 11 (a)

CONSENT OF COUNSEL

We hereby consent to the use of our name and to the
reference to our firm under the captions "Management of the
Company" and "Counsel" in the Statement of Additional Information
included in Post-Effective Amendment No. 54 to the Registration
Statement (File Nos. 33-20827 and 811-5518) on Form N-1A of The
RBB Fund, Inc. under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended. This consent
does not constitute a consent under Section 7 of the Securities
Act of 1933, as amended, and in consenting to the use of our name
and the references to our firm under such captions 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 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
April 17, 1998

Exhibit 13 (q)

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 DDD and EEE
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 __________, 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 ___ day of ________, 1998.

THE RBB FUND, INC.

By:___________________________________
President and Treasurer

BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By:___________________________________
Treasurer

Exhibit 15 (hhh)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE RBB FUND, INC.

(Boston Partners Micro Cap Value Fund Institutional Class)

WHEREAS, The RBB Fund, Inc. (the "Fund") intends to
engage in business as an open-end management investment company
and is registered as such under the Investment Company Act of
1940, as amended (the "Act"); and

WHEREAS, the Fund desires to adopt a Plan of
Distribution pursuant to Rule 12b-1 under the Act with respect to
shares of its Class DDD Common Stock, par value $.001 per share
(the "Class DDD Shares") and the Board of Directors has determined
that there is a reasonable likelihood that adoption of this Plan
of Distribution will benefit the Fund and its stockholders; and

WHEREAS, the Fund intends to employ Counsellors
Securities, Inc. (the "Distributor") as distributor of the Class
DDD Shares; and

WHEREAS, the Fund and the Distributor intend to enter
into a separate Distribution Agreement with the Fund for Class DDD
Shares, pursuant to which the Fund will employ the Distributor as
distributor for the continuous offering of Class DDD Shares;

NOW, THEREFORE, the Fund hereby adopts, and the
Distributor hereby agrees to the terms of, this Plan of
Distribution (the "Plan") in accordance with Rule 12b-1 under the
Act on the following terms and conditions:

1. The Fund shall pay to the Distributor, as the
distributor of the Class DDD Shares, compensation for distribution
of its shares at an annual rate not to exceed 0.25% of the average
daily net assets of the Class DDD Shares. The amount of such
compensation shall be agreed upon by the Board of Directors of
the Fund and by the Distributor and shall be calculated and
accrued daily and paid monthly or at such other intervals as the
Board of Directors and the Distributor shall mutually agree.

2. The amount set forth in paragraph 1 of this Plan
shall be paid for the Distributor's services as distributor of
the Class DDD Shares. Such amount may be spent by the Distributor
on any activities or expenses primarily intended to result in the
sale of Class DDD Shares, including, but not limited to:

<PAGE>

compensation to and expenses of employees of the Distributor who
engage in or support distribution of the Class DDD Shares,
including overhead and telephone expenses; printing of
prospectuses and reports for other than existing shareholders;
preparation, printing and distribution of sales literature and
advertising materials; and compensation to certain financial
institutions ("Service Organizations") who sell Class DDD Shares.
The Distributor may negotiate with any such Service Organizations
the services to be provided by the Service Organization to
shareholders in connection with the sale of Class DDD Shares
("Distribution Services"), and all or any portion of the
compensation paid to the Distributor under paragraph 1 of this
Plan may be reallocated by the Distributor to Service
Organizations who sell Class DDD Shares.

The compensation paid to Service Organizations with
respect to Distribution Services will compensate Service
Organizations to cover certain expenses primarily intended to
result in the sale of Class DDD Shares, including, but not limited
to: (a) costs of payments made to employees that engage in the
sale of Class DDD Shares; (b) payments made to, and expenses of,
persons who provide support services in connection with the sale
of Class DDD Shares, including, but not limited to, office space
and equipment, telephone facilities, processing shareholder
transactions and providing any other shareholder services not
otherwise provided by the Fund's transfer agent; (c) costs
relating to the formulation and implementation of marketing and
promotional activities, including, but not limited to, direct
mail promotions and television, radio, newspaper, magazine and
other mass media advertising; (d) costs of printing and
distributing prospectuses, statements of additional information
and reports relating to the Class DDD Shares to prospective
shareholders of the Class DDD Shares; (e) costs involved in
preparing, printing and distributing sales literature pertaining
to the Class DDD Shares; and (f) costs involved in obtaining
whatever information, analyses and reports with respect to
marketing and promotional activities that the Service
Organization may, from time to time, deem advisable.

The compensation paid to Service Organizations with
respect to Shareholder Services will compensate Service
Organizations for personal service and/or the maintenance of
shareholder accounts, including but not limited to (a) responding
to inquiries of customers or clients of the Service Organization
who beneficially own Class DDD Shares ("Customers"), (b) providing
information on Customer investments and (c) providing other
shareholder liaison services.

The compensation paid to Service Organizations with
respect to Administrative Services will compensate Service
Organizations for administrative and accounting services to their
Customers, including, but not limited to: (a) aggregating and

-2-
<PAGE>

processing purchase and redemption requests from Customers and
placing net purchase and redemption orders with the Fund's
distributor or transfer agent; (b) providing Customers with a
service that invests the assets of their accounts in the Class DDD
Shares; (c) processing dividend payments from the Class DDD Shares
on behalf of Customers; (d) providing information periodically to
Customers showing their positions in the Class DDD Shares; (e)
arranging for bank wires; (f) providing sub-accounting with
respect to Class DDD Shares beneficially owned by Customers or the
information to the Fund necessary for sub-accounting; (g)
forwarding shareholder communications from the Fund (for example,
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices related to
the Class DDD Shares) to Customers, if required by law; and (h)
providing other similar services to the extent permitted under
applicable statutes, rules and regulations.

3. This Plan shall not take effect until it has been
approved, together with any related agreements, by votes of a
majority of both (a) the Board of Directors of the Fund and (b)
those directors of the Fund who are not "interested persons" of
the Fund (as defined in the Act) and have no direct or indirect
financial interest in the operation of this Plan or any
agreements related to it (the "Rule 12b-1 Directors"), cast in
person at a meeting (or meetings) called for the purpose of
voting on this Plan and such related agreements.

4. This Plan shall continue in effect until
August 16, 1998. Thereafter, this Plan shall continue in effect
for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in
paragraph 3.

5. The Distributor shall provide to the Board of
Directors of the Fund and the Board of Directors shall review, at
least quarterly, a written report of the amounts expended
pursuant to this Plan and the purposes for which such
expenditures were made, including commissions, advertising,
printing, interest, carrying charges and allocated overhead
expenses.

6. This Plan may be terminated at any time by vote of
a majority of the Rule 12b-1 Directors, or by a vote of a
majority of the outstanding Class DDD Shares.

7. This Plan may not be amended to increase
materially the amount of compensation provided for in paragraph 1
hereof unless such amendment is approved by a vote of at least a
majority (as defined in the Act) of the outstanding Class DDD
shares, and no material amendment to the Plan of any kind,
including an amendment which would increase materially the amount

-3-

<PAGE>

of compensation, shall be made unless approved in the manner
provided for in paragraph 3 hereof.

8. While this Plan is in effect, the selection and
nomination of Directors who are not interested persons (as
defined in the Act) of the Fund shall be committed to the
discretion of the then current Directors who are not interested
persons (as defined in the Act) of the Fund.

9. The Fund shall preserve copies of this Plan and
any related agreements and all reports made pursuant to paragraph
6 hereof for a period of not less than six years from the date of
this Plan, the agreements or such reports, as the case may be,
the first two years in an easily accessible place.

Dated:____________, 1998

-4-

Exhibit 15 (iii)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE RBB FUND, INC.

(Boston Partners Micro Cap Value Fund Investor Class)

WHEREAS, the Fund desires to adopt a Plan of
Distribution pursuant to Rule 12b-1 under the Act with respect to
shares of its Class EEE Common Stock, par value $.001 per share
(the "Class EEE Shares") and the Board of Directors has determined
that there is a reasonable likelihood that adoption of this Plan
of Distribution will benefit the Fund and its stockholders; and

WHEREAS, the Fund intends to employ Counsellors
Securities, Inc. (the "Distributor") as distributor of the Class
EEE Shares; and

WHEREAS, the Fund and the Distributor intend to enter
into a separate Distribution Agreement with the Fund for Class EEE
Shares, pursuant to which the Fund will employ the Distributor as
distributor for the continuous offering of Class EEE Shares;

1. The Fund shall pay to the Distributor, as the
distributor of the Class EEE Shares, compensation for distribution
of its shares at an annual rate not to exceed 0.25% of the average
daily net assets of the Class EEE Shares. The amount of such
compensation shall be agreed upon by the Board of Directors of
the Fund and by the Distributor and shall be calculated and
accrued daily and paid monthly or at such other intervals as the
Board of Directors and the Distributor shall mutually agree.

2. The amount set forth in paragraph 1 of this Plan
shall be paid for the Distributor's services as distributor of
the Class EEE Shares. Such amount may be spent by the Distributor
on any activities or expenses primarily intended to result in the
sale of Class EEE Shares, including, but not limited to:

<PAGE>

compensation to and expenses of employees of the Distributor who
engage in or support distribution of the Class EEE Shares,
including overhead and telephone expenses; printing of
prospectuses and reports for other than existing shareholders;
preparation, printing and distribution of sales literature and
advertising materials; and compensation to certain financial
institutions ("Service Organizations") who sell Class EEE Shares.
The Distributor may negotiate with any such Service Organizations
the services to be provided by the Service Organization to
shareholders in connection with the sale of Class EEE Shares
("Distribution Services"), and all or any portion of the
compensation paid to the Distributor under paragraph 1 of this
Plan may be reallocated by the Distributor to Service
Organizations who sell Class EEE Shares.

The compensation paid to Service Organizations with
respect to Distribution Services will compensate Service
Organizations to cover certain expenses primarily intended to
result in the sale of Class EEE Shares, including, but not limited
to: (a) costs of payments made to employees that engage in the
sale of Class EEE Shares; (b) payments made to, and expenses of,
persons who provide support services in connection with the sale
of Class EEE Shares, including, but not limited to, office space
and equipment, telephone facilities, processing shareholder
transactions and providing any other shareholder services not
otherwise provided by the Fund's transfer agent; (c) costs
relating to the formulation and implementation of marketing and
promotional activities, including, but not limited to, direct
mail promotions and television, radio, newspaper, magazine and
other mass media advertising; (d) costs of printing and
distributing prospectuses, statements of additional information
and reports relating to the Class EEE Shares to prospective
shareholders of the Class EEE Shares; (e) costs involved in
preparing, printing and distributing sales literature pertaining
to the Class EEE Shares; and (f) costs involved in obtaining
whatever information, analyses and reports with respect to
marketing and promotional activities that the Service
Organization may, from time to time, deem advisable.

The compensation paid to Service Organizations with
respect to Shareholder Services will compensate Service
Organizations for personal service and/or the maintenance of
shareholder accounts, including but not limited to (a) responding
to inquiries of customers or clients of the Service Organization
who beneficially own Class EEE Shares ("Customers"), (b) providing
information on Customer investments and (c) providing other
shareholder liaison services.

-2-
<PAGE>

processing purchase and redemption requests from Customers and
placing net purchase and redemption orders with the Fund's
distributor or transfer agent; (b) providing Customers with a
service that invests the assets of their accounts in the Class EEE
Shares; (c) processing dividend payments from the Class EEE Shares
on behalf of Customers; (d) providing information periodically to
Customers showing their positions in the Class EEE Shares; (e)
arranging for bank wires; (f) providing sub-accounting with
respect to Class EEE Shares beneficially owned by Customers or the
information to the Fund necessary for sub-accounting; (g)
forwarding shareholder communications from the Fund (for example,
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices related to
the Class EEE Shares) to Customers, if required by law; and (h)
providing other similar services to the extent permitted under
applicable statutes, rules and regulations.

6. This Plan may be terminated at any time by vote of
a majority of the Rule 12b-1 Directors, or by a vote of a
majority of the outstanding Class EEE Shares.

7. This Plan may not be amended to increase
materially the amount of compensation provided for in paragraph 1
hereof unless such amendment is approved by a vote of at least a
majority (as defined in the Act) of the outstanding Class EEE
shares, and no material amendment to the Plan of any kind,
including an amendment which would increase materially the amount

-3-

<PAGE>

of compensation, shall be made unless approved in the manner
provided for in paragraph 3 hereof.

Dated:___________, 1998

-4-

Exhibit 18

FORM OF AMENDED RULE 18f-3 PLAN

Rule 18f-3 Plan

1. A Portfolio of the Fund ("Portfolio") may issue more
than one class of voting stock ("Class"), provided that:

(a) Each such Class:

(1) (i) Shall have a different arrangement for
shareholder services or the distribution of securities or
both, and shall pay all of the expenses of that arrangement;
and

(ii) May pay a different share of other
expenses, not including advisory or custodial fees or other
expenses related to the management of the Portfolio's
assets, if those expenses are actually incurred in a
different amount by that Class, or if the Class receives
services of a different kind or to a different degree than
other Classes;

(2) Shall have exclusive voting rights on any
matter submitted to shareholders that relates solely to its
arrangement;

(3) Shall have separate voting rights on any
matter submitted to shareholders in which the interests of
one Class differ from the interests of any other Class; and

(4) Shall have in all other respects the same
rights and obligations as each other class.

(b) Expenses may be waived or reimbursed by the
Portfolio's adviser, underwriter, or any other provider of
services to the Portfolio.

(c) (1) Any payments made under paragraph (a)(1)(i)
of this Plan shall conform to Appendix A to this Plan, as
such Appendix A shall be amended from time to time by the
Board.

(2) Before any vote on the Plan or the Appendix,
the Directors shall be provided, and any agreement relating
to a Class arrangement shall require the parties thereto to
furnish, such information as may be reasonably necessary to
evaluate the Plan.

<PAGE>

(3) The provisions of the Plan in Appendix A are
severable for each Class, and whenever any action is to be
taken with respect to the Plan in Appendix A, that action
will be taken separately for each Class.

(d) A Portfolio may offer a Class with an exchange
privilege providing that securities of the Class may be
exchanged for certain securities of another Portfolio. Such
exchange privileges are summarized in Appendix B, as may be
modified by the Board from time to time, and are set forth
in greater detail in the prospectuses of each of the
Classes.

<PAGE>

APPENDIX A

RBB FUND
CURRENT DISTRIBUTION FEE LEVELS
APRIL __, 1998

<TABLE>
<CAPTION>
A. MONEY MARKET PORTFOLIO

Current Distribution
Class Fee Level Effective Date

<S> <C> <C>
1. Sansom Street (Class I) fee 0.05% 4/10/91
Shareholder Service Fee 0.10% 8/16/88

2. Bedford (Class L) fee 0.60% 11/17/94

3. Cash Preservation (Class G) fee 0.40% 4/10/91

4. RBB Family (Class E) fee 0.40% 4/10/91

5. Janney (Class Alpha 1) fee 0.60% 2/l/95

B. Municipal Money Market Portfolio

Current Distribution
Class Fee Level Effective Date

1. Sansom Street (Class J) fee 0.05% 4/10/91
Shareholder Service Fee 0.10% 8/16/88

2. Bedford (Class M) fee 0.60% 11/17/94

3. Bradford (Class R) fee 0.60% 11/17/94

4. Cash Preservation (Class H) fee 0.40% 4/10/91

5. RBB Family (Class F) fee 0.40% 4/10/91

6. Janney (Class Alpha 2) fee 0.60% 2/l/95

<PAGE>

C. Government Obligation Money Market Portfolio

Current Distribution
Class Fee Level Effective Date

1. Sansom Street (Class K) fee 0.05% 4/10/91
Shareholder Service Fee 0.10% 8/16/88

2. Bedford (Class N) fee 0.60% 11/17/94

3. Bradford (Class S) fee 0.60% 11/17/94

4. Janney (Class Alpha 3) fee 0.60% 2/l/95

D. Government Securities Portfolio

Current Distribution
Class Fee Level Effective Date

1. RBB Family (Class P) fee 0.40% 4/10/91

E. New York Municipal Money Market Portfolio

Current Distribution
Class Fee Level Effective Date

1. Bedford (Class O) fee 0.60% 11/17/94

2. Janney (Class Alpha 4) fee 0.60% 2/l/95

F. BEA International Equity Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional(Class T) None None
2. BEA Investor (Class II) fee .50% 7/10/96
3. BEA Advisor (Class MM) fee .25% 7/10/96

G. BEA Emerging Markets Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional(Class V) None None
2. BEA Investor (Class JJ) fee .50% 7/10/96
3. Bea Advisor (Class NN) fee .25% 7/10/96

<PAGE>

H. BEA High Yield Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional(Class U) None None
2. BEA Investor (Class KK) fee .50% 7/10/96
3. BEA Advisor (Class OO) fee .25% 7/10/96

I. BEA U.S. Core Equity Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional (Class X) None None

J. BEA U.S. Core Fixed Income Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional (Class Y) None None

K. BEA Strategic Global Fixed Income Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional (Class Z) None None

L. BEA Municipal Bond Fund

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional (Class AA) None None

M. BEA Short Duration Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional (Class BB) None None

<PAGE>

N. BEA Balanced Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional (Class CC) None None

O. BEA Global Telecommunications Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Investor (Class LL) fee .50% 7/10/96
2. BEA Advisor (Class PP) fee .25% 7/10/96

P. BEA Long-Short Market Neutral Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional (Class ZZ) None
2. BEA Advisor (Class AAA) fee .25%

Q. BEA Long-Short Equity Portfolio

Current Distribution
Class Fee Level Effective Date

1. BEA Institutional (Class BBB) None
2. BEA Advisor (Class CCC) fee .25%

R. Boston Partners Large Cap Value Fund

Current Distribution
Class Fee Level Effective Date

1. Institutional Class (Class QQ) fee 0.04% 10/16/96

2. Advisor Class (Class SS) fee 0.50% 10/16/96

3. Investor Class (Class RR) fee 0.25% 10/16/96

<PAGE>

S. Boston Partners Mid Cap Value Fund

Current Distribution
Class Fee Level Effective Date

1. Institutional Class (Class TT) fee 0.04% 6/1/97

2. Investor Class (Class UU) fee 0.25% 6/1/97

T. Boston Partners Bond Fund

Current Distribution
Class Fee Level Effective Date

1. Institutional Class (Class VV) fee 0.04% 12/29/97

2. Investor Class (Class WW) fee 0.25% 12/29/97

U. Boston Partners Micro Cap Value Fund

Current Distribution
Fee Level Effective Date

1. Institutional Class (Class DDD) fee 0.25% ________

2. Investor Class (Class EEE) fee 0.25% ________

V. Schneider Capital Management Value Fund

Current Distribution
Class Fee Level Effective Date

1. Investor (Class YY) None 4/6/98

</TABLE>
<PAGE>

APPENDIX B

EXCHANGE PRIVILEGES OF THE PORTFOLIOS
OF THE RBB FUND, INC.

<TABLE>
<CAPTION>
===================================================================================================================================
FAMILY Each Portfolio (Class) . . . May Be Exchanged For Any of
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BEA (Institutional Classes) International Equity (T) International Equity (T)
High Yield (U) Strategic Fixed Income (U)
Emerging Markets Equity (V) Emerging Markets Equity (V)
U.S. Core Equity (X) U.S. Core Equity (X)
U.S. Core Fixed Income (Y) U.S. Core Fixed Income (Y)
Strategic Global Fixed Income (Z) Global Fixed Income (Z)
Municipal Bond Fund (AA) Municipal Bond Fund (AA)
Balanced Fund (BB) Balanced Fund (BB)
Short Duration Fund (CC) Short Duration Fund (CC)
Long-Short Market Neutral (ZZ) Long-Short Market Neutral (ZZ)
Long-Short Equity (BBB) Long-Short Equity (BBB)

- -----------------------------------------------------------------------------------------------------------------------------------
BEA (Investor Classes) International Equity (II) International Equity (II)
Emerging Markets Equity (JJ) Emerging Markets Equity (JJ)
High Yield (KK) High Yield (KK)
Global Telecommunications (LL) Global Telecommunications (LL)

Investor Shares of other non-RBB funds Investor Shares of other non-RBB funds
advised by BEA Associates Advised by BEA Associates
- -----------------------------------------------------------------------------------------------------------------------------------
BEA (Advisor Classes) International Equity (MM) International Equity (MM)
Emerging Markets Equity (NN) Emerging Markets Equity (NN)
High Yield (OO) High Yield (OO)
Global Telecommunications (PP) Global Telecommunications (PP)
Long-Short Market Neutral (AAA) Long-Short Market Neutral (AAA)
Long-Short Equity (CCC) Long-Short Equity (CCC)

Advisor Shares of other non-RBB funds Advisor Shares of other non-RBB funds
advised by BEA Associates advised by BEA Associates
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Preservation Money Market (G) Money Market (G)
Municipal Money Market (H) Municipal Money Market (H)
- -----------------------------------------------------------------------------------------------------------------------------------
RBB Money Market (E) Money Market (E)
Municipal Money Market (F) Municipal Money Market (F)
Government Securities (P) Government Securities (P)
- -----------------------------------------------------------------------------------------------------------------------------------
Bedford (Bear Stearns) Money Market (L) Common Shares of other non-RBB funds
advised or sponsored by Bear, Stearns &
Co. Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Bedford (Valley Forge) Money Market (L) Common Shares of other non-RBB funds
advised or sponsored by Valley Forge
Capital Holdings, Inc.

<PAGE>

- -----------------------------------------------------------------------------------------------------------------------------------
n/i Micro Cap (FF) Growth & Value (HH)
Growth (GG) Larger Cap Value (XX)
Growth & Value (HH)
Larger Cap Value (XX)
- -----------------------------------------------------------------------------------------------------------------------------------
Schneider Capital Management Schneider Management Value (YY) Schneider Management Value (YY)
- -----------------------------------------------------------------------------------------------------------------------------------
Boston Partners (Institutional Classes) Mid Cap Value (TT) Mid Cap Value (TT)
Large Cap Value (QQ) Large Cap Value (QQ)
Bond (VV) Bond (VV)
Micro Cap Value (DDD) Micro Cap Value (EEE)
- -----------------------------------------------------------------------------------------------------------------------------------
Boston Partners (Investor Classes) Mid Cap Value (UU) Mid Cap Value (UU)
Large Cap Value (RR) Large Cap Value (RR)
Bond (WW) Bond (WW)
Micro Cap Value (EEE) Micro Cap Value (DDD)
===================================================================================================================================
</TABLE>