<PAGE>
As filed with the Securities and Exchange Commission on September 15, 1998
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __ [_]
Post-Effective Amendment No. 59 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 61 [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 and BEA Advisor Class;
BEA U.S. Core Fixed Income Portfolio: BEA Class and Advisor 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; BEA Long-Short Market Neutral Fund: BEA Class and BEA Advisor
Class; BEA Long-Short Equity Fund: BEA Class and BEA Advisor Class; BEA Select
Economic Value Equity Fund: BEA 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; ni Small 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; Boston Partners Market
Neutral Fund: Boston Partners Institutional Class and Boston Partners Investor
Class; Boston Partners Long-Short Equity Fund: Boston Partners Institutional
Class and Boston Partners Investor Class; Schneider Small Cap Value Fund; 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)
-------------------------------------------------------------
<PAGE>
(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
Registrant's Telephone Number: (302) 792-2555
Copies to:
GARY M. GARDNER, ESQUIRE MICHAEL P. MALLOY, ESQUIRE
PNC Bank, National Association Drinker Biddle & Reath LLP
1600 Market Street, 28th Floor 1100 PNB Building
Philadelphia, PA 19103 1345 Chestnut Street
(Name and Address of Agent for Service) Philadelphia, PA 19107-3496
It is proposed that this filing will become effective (check appropriate
box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] 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 MMM Common Stock
The purpose of this Post-Effective Amendment is to register one
new portfolio of Registrant and its shares.
<PAGE>
THE RBB FUND, INC.
N/I NUMERIC SMALL CAP VALUE FUND
CROSS REFERENCE SHEET
---------------------
<TABLE>
<CAPTION>
Form N-1A Item Location
- -------------- --------
<S> <C>
Part A Prospectus
1. Cover Page.............................. Cover Page
2. Synopsis................................ Annual Fund Operating Expenses
3. Condensed Financial Information......... Expense Table
4. General Description of Registrant....... Cover Page; Investment Objectives
and Policies; Investment
Limitations; Risk Factors;
Additional Investment 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....................... Not applicable
</TABLE>
<PAGE>
N/I NUMERIC INVESTORS family of funds
N/I NUMERIC INVESTORS Small Cap Value Fund
_______________________________
advised by NUMERIC INVESTORS LP(R)
_______________________________
Prospectus
_________ __, 1998
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
TABLE OF CONTENTS
PAGE
----
INTRODUCTION...............................................................
INVESTMENT OBJECTIVE AND POLICIES..........................................
INVESTMENT LIMITATIONS.....................................................
MANAGEMENT.................................................................
FUND TRANSACTIONS..........................................................
HOW TO PURCHASE SHARES.....................................................
HOW TO REDEEM SHARES.......................................................
NET ASSET VALUE............................................................
DIVIDENDS AND DISTRIBUTIONS................................................
TAXES......................................................................
DESCRIPTION OF SHARES......................................................
OTHER INFORMATION..........................................................
APPENDIX A PERFORMANCE BENCHMARKS......................................... A-1
INVESTMENT ADVISER
Numeric Investors L.P.
Cambridge, Massachusetts
CUSTODIAN
Custodial Trust Company
Princeton, New Jersey
CO-ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
PFPC Inc.
Wilmington, Delaware
CO-ADMINISTRATOR
Bear Stearns Funds Management Inc.
New York, New York
-i-
<PAGE>
ADMINISTRATIVE SERVICES AGENT
Provident Distributors, Inc.
West Conshohocken, Pennsylvania
DISTRIBUTOR
Provident Distributors, Inc.
West Conshohocken, Pennsylvania
COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
-ii-
<PAGE>
N/I NUMERIC INVESTORS family of funds
of
The RBB Fund, Inc.
The N/I NUMERIC INVESTORS family of funds consists of five classes of
common stock of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares ("Shares") offered by this Prospectus represent interests in
the N/I NUMERIC INVESTORS Small Cap Value Fund (the "Fund"), one of the
investment portfolios of RBB. The investment objective of the Fund is as
follows:
N/I NUMERIC INVESTORS SMALL CAP VALUE FUND - to provide long-term
capital appreciation. The Fund invests generally in common stock of
companies with smaller ($1.5 billion or less) market capitalizations. The
stock selection process for this Fund is primarily determined by the value
stock model which seeks to identify companies whose securities have market
valuations that are lower than the average market valuations of securities,
as measured by such characteristics as price to earnings ratios and price
to book ratios. Also considered, but of less importance, is the growth
stock model which seeks to identify companies whose earnings per share are
improving more rapidly than the earnings per share of the average company.
IMPORTANT FUND CLOSING INFORMATION
NUMERIC INVESTORS L.P. ("NUMERIC"), THE FUND'S INVESTMENT ADVISER, WILL
MONITOR THE FUND'S TOTAL ASSETS AND MAY CLOSE THE FUND AT ANY TIME TO NEW
INVESTMENT DUE TO CONCERNS THAT AN INCREASE IN THE SIZE OF THE FUND MAY
ADVERSELY AFFECT THE IMPLEMENTATION OF NUMERIC'S INVESTMENT STRATEGY. NUMERIC
MAY ALSO CHOOSE TO REOPEN A CLOSED FUND TO NEW INVESTMENT AT ANY TIME, AND MAY
SUBSEQUENTLY CLOSE SUCH FUND AGAIN SHOULD CONCERNS REGARDING FUND SIZE RECUR.
Shares of the N/I NUMERIC INVESTORS family of funds are not deposits or
obligations of, or guaranteed or endorsed by, PNC Bank, National Association or
any other bank and shares are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other agency.
Investments in N/I NUMERIC INVESTORS family of funds Shares involve investment
risks, including the possible loss of principal.
This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated ____________, 1998, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. The Prospectus and Statement of Additional Information are available
for reference, along with other related materials, on the SEC Internet Web Site
(http://www.sec.gov). It may also be obtained free of charge by calling (800)
NUMERIC [(800) 686-3742].
<PAGE>
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
-2-
<PAGE>
INTRODUCTION
RBB is registered under the Investment Company Act of 1940 (the "1940 Act") as
an open-end management investment company and is currently operating or
proposing to operate twenty-___ separate investment portfolios. The class of
Shares offered by this Prospectus represents interests in the N/I NUMERIC
INVESTORS Small Cap Value Fund, one of five investment portfolios of N/I NUMERIC
INVESTORS family of funds. The other portfolios are: N/I NUMERIC INVESTORS Micro
Cap Fund; N/I NUMERIC INVESTORS Growth Fund; N/I NUMERIC INVESTORS Growth &
Value Fund; and N/I NUMERIC INVESTORS Larger Cap Value Fund. RBB was
incorporated under the laws of the State of Maryland on February 29, 1988.
WHO SHOULD INVEST: LONG-TERM INVESTORS SEEKING CAPITAL APPRECIATION
The Fund is intended for investors who are seeking long-term capital
appreciation, and who do not need to earn current income from their investment
in the Fund. The net asset value per share of Shares representing interests in
the Funds will fluctuate as the value of the portfolio securities change in
response to changing market prices and other factors. Because of the risks
associated with common stock investments, the Fund is intended to be a long-term
investment vehicle and is not designed to provide investors with a means of
speculating on short-term stock market movements. The type of stocks held by the
Fund may be more volatile than stocks of larger companies. Investors should be
able to tolerate sudden, sometimes substantial fluctuations in the value of
their investment. Investors who engage in excessive account activity generate
additional costs that are borne by all of the Fund's shareholders. In order to
minimize such costs, the Fund reserves the right to reject any purchase request
(including exchange purchases from other N/I NUMERIC INVESTORS Funds) that is
reasonably deemed to be disruptive to efficient portfolio management, either
because of the timing of the investment or previous excessive trading by the
investor. Additionally, the Fund has adopted exchange privilege limitations
permitting three exchanges per year as described in the section "Exchange
Privilege Limitations." Finally, the Fund reserves the right to suspend the
offering of its shares.
Because of these risks, the Fund should not be considered a complete investment
program. Most investors should maintain diversified holdings of securities with
different risk characteristics--including common stocks, bonds and money market
instruments. Investors may wish to purchase shares on a regular, periodic basis
(Automatic Investing), rather than investing in one lump sum, in order to reduce
the risk of investing all their monies in common stocks at a particularly
unfavorable time. Investors may also wish to complement an investment in the
Fund with other types of common stock investments.
FUND MANAGEMENT
Numeric serves as the investment adviser to the Fund. Numeric specializes in the
active management of U.S. equity portfolios using internally developed
quantitative stock selection and portfolio risk-control techniques, and
currently has over $4.3 billion in assets under management for individual,
limited partnership, mutual fund, pension plan and endowment accounts.
<PAGE>
THE FUND
The investment objective and policies of the Fund are summarized in the table
below. There is no assurance that the Fund will achieve its investment
objective.
<TABLE>
<CAPTION>
N/I INVESTMENT PERFORMANCE
NUMERIC OBJECTIVE/POLICY BENCHMARK*
INVESTORS
FUND
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Small Cap Objective is to provide long-term capital appreciation. Russell 2000 Value
Value The Fund invests generally in common stock of companies Index
with smaller ($1.5 billion or less) market
capitalizations. The stock selection process for this
Fund is primarily determined by the value stock model
which seeks to identify companies whose securities have
market valuations that are lower than the average market
valuations of securities, as measured by such
characteristics as price to earnings ratios and price to
book ratios. Also considered, but of less importance, is
the growth stock model which seeks to identify companies
whose earnings per share are improving more rapidly than
the earnings per share of the average company.
</TABLE>
_____________
* For more information on the Fund's benchmark, see Appendix A at the back of
this prospectus.
FEE TABLE
The following table illustrates all expenses and fees (after expected fee
waivers and expense reimbursements) that a shareholder would incur in the Fund.
The expenses and fees in the table for the N/I NUMERIC INVESTORS Small Cap Value
Fund are based on expenses expected to be incurred for the fiscal year ended
August 31, 1999.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as
percentage of offering price) NONE
Sales Charge Imposed on Reinvested Dividends NONE
Redemption Fees NONE
Exchange Fees/1/ NONE
_____________
1 Exchanges are limited to three (3) per year. See "How to Purchase Shares --
Exchange Privilege Limitations."
-2-
<PAGE>
Annual Fund Operating Expenses
(as a percentage of average net assets)
SMALL CAP
VALUE FUND
----------
Management Fees (after waivers)/1/................................... 0.34 %
12b-1 Fees........................................................... None
Other Expenses (after waivers and reimbursements)/1/................ 0.66 %
Total Fund Operating Expenses, (after waivers and reimbursements)/1/. 1.00 %
=====
__________________
/1/ Before expense reimbursements and waivers, Management Fees would be 0.75%,
Other Expenses would be 0.75% and Total Fund Operating Expenses would be
1.50%.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming (1) a 5% annual return, and (2) redemption at the end of each time
period:
ONE THREE
YEAR YEARS
---- -----
Small Cap Value........................... $10 $32
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 INVESTMENT RETURN OR OPERATING EXPENSES AND
ACTUAL INVESTMENT RETURN OR OPERATING EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.
The Fee Table is designed to assist an investor in understanding the various
costs and expenses that an investor in 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 a voluntary waiver of Management Fees for the Fund
through the current fiscal year. There can be no assurance that any future
expense reimbursements and waivers (if any) of Management Fees will not vary
from the figures reflected in the Fee Table. Fee waivers and Expense
reimbursements will have the effect of lowering the Fund's overall expense ratio
and increasing its yield or total return to investors. "Other Expenses" for the
Fund are based on estimated amounts for the current fiscal year.
OFFERING PRICES
Shares of the N/I NUMERIC INVESTORS Small Cap Value Fund are offered to the
public. Purchase orders receive the next determined net asset value after
receipt of an order in proper form by PFPC Inc. ("PFPC"), the Fund's transfer
agent. THE SHARES ARE OFFERED ON A NO-LOAD
-3-
<PAGE>
BASIS: THERE IS NO SALES CHARGE IMPOSED ON PURCHASES OF SHARES, NOR ARE THE
SHARES SUBJECT TO A DISTRIBUTION ("12B-1") FEE.
MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS
The minimum initial investment for the Fund is $3,000. Subsequent investments
must be $100 or more. The minimum initial investment for an Automatic Investment
Plan is $1,000 with minimum monthly payments of $100. The minimum investment for
Individual Retirement Accounts ("IRAs"), or pension, profit-sharing or other
employee benefit plans is $1,000 and minimum subsequent investments are $100.
See "How to Purchase Shares."
EXCHANGES
Shares of a N/I NUMERIC INVESTORS fund may be exchanged up to three (3) times
per year for Shares of another N/I NUMERIC INVESTORS fund that is not closed to
new investment at the net asset value next determined after receipt by PFPC of
an exchange request. In addition, RBB reserves the right to impose an
administrative charge for each exchange or to reject any exchange request that
is reasonably deemed to be disruptive to efficient portfolio management. See
"How to Purchase Shares--Exchange Privilege" and "Exchange Privilege
Limitation."
REDEMPTION PRICE
Shares generally may be redeemed at any time at their net asset value next
determined after receipt by PFPC of a redemption request. See "How to Redeem
Shares."
RISK FACTORS TO CONSIDER
An investment in the Fund is subject to certain risks, as set forth in detail
under "Investment Objective and Policies." As with other mutual funds, there can
be no assurance that the Fund will achieve its objective. In addition to its
principal investment strategy, the Fund, to the extent set forth under
"Investment Objective and Policies," may engage in the following investment
practices: short sales, borrowings, the lending of portfolio securities, and
options and futures transactions. All of these transactions involve certain
special risks, as set forth under "Investment Objective and Policies." In
addition, the Fund may be subject to a high portfolio turnover rate. See
"Investment Objective and Policies--Portfolio Turnover" and "Taxes."
SHAREHOLDER INQUIRIES
For questions regarding shareholder accounts, call toll-free: 1-800-348-5031.
Any questions regarding (i) new or existing accounts or (ii) purchases or
redemptions should be directed to PFPC by writing to it at:
N/I NUMERIC INVESTORS family of funds
c/o PFPC Inc.
Bellevue Park Corporate Center
-4-
<PAGE>
400 Bellevue Parkway
Wilmington, Delaware 19809
For overnight deliveries:
N/I NUMERIC INVESTORS family of funds
c/o PFPC Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 108
Wilmington, Delaware 19809
or by calling PFPC toll-free at:
1-800-348-5031.
To request a prospectus, call toll-free:
1-800 NUMERIC 1-800-686-3742.
For any other questions, call toll-free:
1-800-NUMERIC 1-800-686-3742.
To reach Numeric and the Fund on the Internet: Information is available on the
Internet through the World Wide Web. Shareholders and investment professionals
may obtain information on Numeric and the Fund by accessing:
http://www.numeric.com
To reach Numeric through e-mail:
[email protected]
INVESTMENT OBJECTIVE AND POLICIES
To meet its investment objective, the Fund employs a specific investment style,
as described below. There is no assurance that the Fund will achieve its
investment objective.
The investment objective of the N/I NUMERIC INVESTORS Small Cap Value Fund is to
provide long-term capital appreciation. The Fund invests generally in common
stock of companies with smaller ($1.5 billion or less) capitalizations, although
it may also invest in middle market-capitalization companies. It may also hold
securities which are convertible into common stock, fixed income securities and
money market securities. Under normal circumstances, the Fund invests at least
65% of its total assets in common stock of companies with market capitalizations
of $1.5 billion or less. Numeric determines its stock selection decisions for
the Fund primarily
-5-
<PAGE>
on the basis of its value stock model which seeks to identify companies whose
securities have market valuations which are lower than the average market
valuations of securities, as measured by such characteristics as price to
earnings ratios and price to book ratios. Also considered, but of less
importance, is the growth stock model which seeks to identify companies whose
earnings per share are improving more rapidly than the earnings per share of the
average company.
NUMERIC'S INVESTMENT STYLE. Numeric employs a quantitative approach to
investment management. Numeric relies on proprietary quantitative computer
models utilizing internally developed computer technology and financial
databases to assist in the stock selection process. Numeric's proprietary models
are capable of ranking a large universe of eligible investments using a wide
array of financial data such as market price, book value, earnings, cash flow
and earnings growth rates. The models also evaluate the degree to which
independent research analysts are changing their earnings forecasts for the
companies they follow. The models are broadly classified into two types:
Numeric's value stock model seeks to identify companies whose securities have
market valuations that are lower than the average market valuation of
securities, as measured by characteristics including price to earnings ratios
and price to book ratios; Numeric's growth stock model, Estrend, seeks to
identify companies whose earnings per share are improving more rapidly than the
earnings per share of the average company. Stocks are ranked according to their
relative attractiveness as determined by these models. These rankings assist
Numeric in constructing a portfolio it believes is invested in the most
attractive securities consistent with a Fund's investment objectives. The same
investment strategy used to manage a particular Fund also may be used for
institutional accounts managed by Numeric. These models may be changed
periodically to capture the insights of Numeric's ongoing research efforts.
In pursuing the investment objectives of the Fund, Numeric may use the
investment instruments and techniques discussed below:
EQUITY MARKETS. The Fund invests primarily in equity markets at all times.
Equity markets can be highly volatile, so that investing in the Fund involves
substantial risk. In addition, the Fund can and will typically invest in stocks
that are riskier and more volatile than the average stock. As a result,
investing in the Fund involves risk of substantial loss of capital.
SMALL CAP STOCKS. Securities of companies with small market capitalizations
tend to be riskier than securities of companies with medium or large market
capitalizations. This is because small cap companies typically have smaller
product lines and less access to liquidity than mid cap or large cap companies,
and are therefore more sensitive to economic downturns. In addition, growth
prospects of small cap companies tend to be less certain than mid or large cap
companies, and the dividends paid on small cap stocks are frequently negligible.
Moreover, small cap stocks have, on occasion, fluctuated in the opposite
direction of large cap stocks or the general stock market. Consequently,
securities of small cap companies tend to be more volatile than those of mid and
large cap companies.
MARKET FLUCTUATION. Because the investment alternatives available to the Fund
may be limited by the specific objective of the Fund, investors should be aware
that an investment in the Fund may be subject to greater market fluctuation than
an investment in a portfolio of securities
-6-
<PAGE>
representing a broader range of investment alternatives. In view of the
specialized nature of the investment activities of the Fund, an investment in
the Fund should not be considered a complete investment program.
OPTIONS AND FUTURES. The Fund may write covered call options, buy put options,
buy call options and write put options, without limitation except as noted in
this paragraph. Such options may relate to particular securities or to various
indexes and may or may not be listed on a national securities exchange or issued
by the Options Clearing Corporation. The Fund may also invest in futures
contracts and options on futures contracts (index futures contracts or interest
rate futures contracts, as applicable) for hedging purposes, including
conversion of cash to equity.
Options trading is a highly specialized activity which entails greater than
ordinary investment risks. A call option for a particular security gives the
purchaser of the option the right to buy, and a writer the obligation to sell,
the underlying security at the stated exercise price at any time prior to the
expiration of the option, regardless of the market price of the security. The
premium paid to the writer is in consideration for undertaking the obligations
under the option contract. A put option for a particular security gives the
purchaser the right to sell the underlying security at the stated exercise price
at any time prior to the expiration date of the option, regardless of the market
price of the security. In contrast to an option on a particular security, an
option on an index provides the holder with the right to make or receive a cash
settlement upon exercise of the option. The amount of this settlement will be
equal to the difference between the closing price of the index at the time of
exercise and the exercise price of the option expressed in dollars, times a
specified multiple.
The Fund will engage in unlisted over-the-counter options only with broker-
dealers deemed creditworthy by Numeric. Closing transactions in certain options
are usually effected directly with the same broker-dealer that effected the
original option transaction. The Fund bears the risk that the broker-dealer will
fail to meet its obligations. There is no assurance that the Fund will he able
to close an unlisted option position. Furthermore, unlisted options are not
subject to the protections afforded purchasers of listed options by the Options
Clearing Corporation, which performs the obligations of its members who fail to
do so in connection with the purchase or sale of options.
To enter into a futures contract, the Fund must make a deposit of an initial
margin either with its custodian in a segregated account in the name of the
futures broker or directly with the futures broker itself. Subsequent payments
to or from the broker, called variation margin, will be made on a daily basis as
the price of the underlying security or index fluctuates, making the long and
short positions in the futures contracts more or less valuable.
The risks related to the use of options and futures contracts include: (i) the
correlation between movements in the market price of the Fund's investments
(held or intended for purchase) being hedged and that the price of the futures
contract or option may be imperfect; (ii) possible lack of a liquid secondary
market for closing out options or futures positions; (iii) the need for
additional portfolio management skills and techniques; and (iv) losses due to
unanticipated market movements. Successful use of options and futures by the
Fund is subject to Numeric's ability to
-7-
<PAGE>
predict correctly movements in the direction of the market. For example, if the
Fund uses future contracts as a hedge against the possibility of a decline in
the market adversely affecting securities held by it and securities prices
increase instead, the Fund will lose part or all of the benefit of the increased
value of its securities which it has hedged because it will have approximately
equal offsetting losses in its futures positions. The risk of loss in trading
futures contracts in some strategies can be substantial, due both to the low
margin deposits required, and the extremely high degree of leverage involved in
futures pricing. As a result, a relatively small price movement in a futures
contract may result in immediate and substantial loss or gain to the investor.
Thus, a purchase or sale of a futures contract may result in losses or gains in
excess of the amount invested in the contract. For a further discussion see
"Investment Objective and Policies" in the Statement of Additional Information.
SHORT SALES. Short sales are transactions in which the Fund sells a security it
does not own in anticipation of a decline in the market value of that security.
To complete such a transaction, the Fund must borrow the security to make
delivery to the buyer. The Fund then is obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund. Until the security is replaced, the Fund is required to pay to
the lender amounts equal to any dividend which accrues during the period of the
loan. To borrow the security, the Fund also may be required to pay a premium,
which would increase the cost of the security sold. The proceeds of the short
sale will be retained by the broker, to the extent necessary to meet margin
requirements, until the short position is closed out.
Until the Fund replaces a borrowed security in connection with a short sale, the
Fund will: (a) maintain daily a segregated account, containing cash, cash
equivalents, or liquid marketable securities, at such a level that (i) the
amount deposited in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold short and (ii) the
amount deposited in the segregated account plus the amount deposited with the
broker as collateral will not be less than the market value of the security at
the time it was sold short; or (b) otherwise cover its short position in
accordance with positions taken by the Staff of the Securities and Exchange
Commission.
The Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
Fund replaces the borrowed security. The Fund will realize a gain if the
security declines in price between those dates. This result is the opposite of
what one would expect from a cash purchase of a long position in a security. The
amount of any gain will be decreased, and the amount of any loss increased, by
the amount of any premium or amounts in lieu of interest the Fund may be
required to pay in connection with a short sale. The Fund may purchase call
options to provide a hedge against an increase in the price of a security sold
short by the Fund. See "Options and Futures Contracts" above.
The Fund anticipates that the frequency of short sales will vary substantially
in different periods, and they do not intend that any specified portion of their
assets, as a matter of practice, will be invested in short sales. However, no
securities will be sold short if, after effect is given to any
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such short sale, the total market value of all securities sold short would
exceed 25% of the value of the Fund's net assets.
In addition to the short sales discussed above, the Fund may make short sales
"against the box," a transaction in which the Fund enters into a short sale of a
security that the Fund owns. The proceeds of the short sale will be held by a
broker until the settlement date at which time the Fund delivers the security to
close the short position. The Fund receives the net proceeds from the short
sale. It currently is anticipated that the Fund will make short sales against
the box for purposes of protecting the value of the Fund's net assets.
LENDING OF FUND SECURITIES. The Fund may lend its portfolio securities to
financial institutions. Such loans would involve risks of delay in receiving
additional collateral in the event the value of the collateral decreases below
the value of the securities loaned or of delay in recovering the securities
loaned or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans will be made only to borrowers which
Numeric deems to be of good standing and only when, in Numeric's judgment, the
income to be earned from the loans justifies the attendant risks. The Fund may
not make loans in excess of 30% of the value of its total assets.
PORTFOLIO TURNOVER. Numeric will effect portfolio transactions in the Fund
without regard to holding periods if, in its judgment, such transactions are
advisable in light of general market, economic or financial conditions. The
annual portfolio turnover rate for the Fund is not expected to exceed ___%.
Portfolio turnover may vary greatly from year to year as well as within a
particular year. High portfolio turnover rates (100% or more) will generally
result in higher transaction costs to the Fund and may result in the realization
of short-term capital gains that are taxable to shareholders as ordinary income.
The amount of portfolio activity will not be a limiting factor when making
portfolio decisions. See the Statement of Additional Information, "Portfolio
Transactions" and "Taxes."
BORROWING MONEY. As a fundamental policy, the Fund is permitted to borrow to
the extent permitted under the 1940 Act and to mortgage, pledge or hypothecate
its respective assets in connection with such borrowings in amounts not in
excess of 125% of the dollar amounts borrowed. The 1940 Act permits an
investment company to borrow in an amount up to 33-1/3% of the value of such
company's total assets. However, the Fund currently intends to borrow money only
for temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its respective total assets (including the amount borrowed) valued
at the lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. The Fund will not make any
additional investments while borrowings exceed 5% of its total assets.
DEBT SECURITIES. The Fund may invest in debt securities rated no less than
investment grade by either Standard & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("Moody's"). Bonds in the lowest investment grade debt
category (e.g., bonds rated BBB by S&P or Baa by Moody's) have speculative
characteristics, and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
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payments than is the case with higher grade bonds. The Fund will not retain a
bond that was rated as investment grade at the time of purchase but whose rating
is subsequently downgraded below investment grade. The value of debt securities
held by the Fund will tend to vary inversely in relation to changes in
prevailing interest rates. Thus, if interest rates have increased from the time
a debt security was purchased, such security, if sold, might be sold at a price
less than its cost. Conversely, if interest rates have declined from the time a
debt security was purchased, the debt security, if sold, might be sold at a
price greater than its cost.
SHORT-TERM DEBT OBLIGATIONS. The Fund may purchase money market instruments to
the extent consistent with the investment objectives and policies. Such
instruments include U.S. Government obligations, repurchase agreements,
certificates of deposit, bankers acceptances and commercial paper.
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 financial institutions with
whom the Fund may enter into repurchase agreements will be banks and
broker/dealers which Numeric considers creditworthy pursuant to criteria
approved by the Board of Directors. Numeric will consider, among other things,
whether a repurchase obligation of a seller involves minimal credit risk to the
Fund in determining whether to have the Fund enter into a repurchase agreement.
The seller under a repurchase agreement will be required to maintain the value
of the securities subject to the agreement at not less than the repurchase price
plus accrued interest. Numeric will mark to market daily the value of the
securities and will, if necessary, require the seller to maintain additional
securities, to ensure that the value is not less than the repurchase price.
Default by or bankruptcy of the seller would, however, expose the Fund to a
possible loss because of adverse market action or delays in connection with the
disposition of the underlying obligations.
OTHER INVESTMENT INSTRUMENTS AND TECHNIQUES. In addition to the above
investment instruments and techniques, the Fund presently intends to invest not
more than 5% of the Fund's net assets in when-issued and forward commitments,
illiquid securities, depositary receipts, investment company securities and
convertible securities. These investment instruments and techniques and related
risks are described in greater detail in the Fund's Statement of Additional
Information under "Investment Objective and Policies."
The Fund's investment objective and policies described above may be changed by
RBB's Board of Directors without shareholder approval. Shareholders will be
provided 30 days prior written notice of any change in the Fund's investment
objective. There is no assurance that the investment objective of the Fund will
be achieved.
INVESTMENT LIMITATIONS
The Fund may not change the following investment limitations (with certain
exceptions, as noted below) without shareholder approval. (A complete list of
the investment limitations that cannot be changed without such a vote of the
shareholders is contained in the Statement of Additional Information under
"Investment Objective and Policies.")
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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. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of its assets in connection with any such
borrowing except in amounts not in excess of 125% of the dollar amounts
borrowed. For purposes of this investment restriction, the entry into options,
forward contracts, futures contracts, including those relating to indexes, and
options on futures contracts or indexes shall not constitute borrowing.
3. Purchase any securities which would cause, at the time of purchase, 25% or
more of the value of the total assets of the Fund to be invested in the
obligations of issuers in any industry, provided that there is no limitation
with respect to investments in U.S. Government obligations. (In determining
whether the Fund has complied with this limitation 3, the Fund will not take
into account the value of options and futures.)
4. Make loans, except that the Fund may purchase or hold debt obligations in
accordance with its investment objective, policies and limitations, may enter
into repurchase agreements for securities, and may lend portfolio securities
against collateral consisting of cash or securities which are consistent with
the Fund's permitted investments, which is equal at all times to at least 100%
of the value of the securities loaned. There is no investment restriction on the
amount of securities that may be loaned, except that payments received on such
loans, including amounts received during the loan on account of interest on the
securities loaned, may not (together with all non-qualifying income) exceed 10%
of the Fund's annual gross income (without offset for realized capital gains)
unless, in the opinion of counsel to RBB, such amounts are qualifying income
under federal income tax provisions applicable to regulated investment
companies.
If a percentage restriction under one of the Fund's investment policies or
restrictions or the use of assets is adhered to at the time a transaction is
effected, later changes in percentage resulting from changing values will not be
considered a violation (except with respect to any restrictions that may apply
to borrowings or senior securities issued by the Fund).
MANAGEMENT
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the direction of
RBB's Board of Directors.
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INVESTMENT ADVISER
For the services provided and the expenses assumed by it, Numeric is entitled to
receive a fee from the Fund at an annual rate of 0.75% of the Fund's average
daily net assets, computed daily and payable monthly. Numeric may from time to
time voluntarily agree to waive all or any portion of its advisory fee. Numeric
presently intends to waive its fee for the current fiscal year and for the
following fiscal year to the extent necessary to maintain an annualized expense
ratio for the Fund of 1.00%, although there is no guarantee that Numeric will
maintain such waiver indefinitely.
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<PAGE>
CO-ADMINISTRATORS
Bear Stearns Funds Management Inc. ("BSFM"), an affiliate of Bear, Stearns & Co.
Inc. ("Bear Stearns"), serves as co-administrator to the Fund. BSFM's principal
business address is 245 Park Avenue, 15th Floor, New York, New York 10167. BSFM
generally assists the Fund in all aspects of its administration and operations.
For its services, BSFM is entitled to a monthly fee calculated at the annual
rate of .05% of the first $150 million of the Fund's average daily net assets
and .02% on all assets above $150 million.
PFPC Inc., an indirect wholly-owned subsidiary of PNC Bank, N.A. ("PNC"), also
serves as co-administrator to the Fund. PFPC's principal business address is
Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809.
PFPC assists the Fund in matters relating to the maintenance of financial
records and accounting. For its services, PFPC is entitled to a fee calculated
at the annual rate of .125% of the Fund's average daily net assets.
ADMINISTRATIVE SERVICES AGENT
Provident Distributors, Inc. ("PDI"), with principal offices at Four Falls
Corporate Center, 6/th/ Floor, West Conshohocken, Pennsylvania 19428, provides
certain administrative services to the Funds not otherwise provided by BSFM or
PFPC. PDI furnishes certain internal quasi-legal, executive and administrative
services to the Fund, acts as a liaison between the Fund and its various
services providers and coordinates and assists in the preparation of proxy
statements and reports prepared on behalf of the Fund. For its services, PDI is
entitled to a monthly fee calculated at the annual rate of .15% of the Fund's
average daily net assets.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
PFPC serves as the Fund's transfer agent and dividend disbursing agent. 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."
CUSTODIAN
Custodial Trust Company ("CTC"), an affiliate of Bear Stearns, serves as
custodian for 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
PDI acts as distributor for the Fund pursuant to a distribution agreement with
RBB on behalf of the Fund.
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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 at the time such expenses are cited.
Numeric may assume additional expenses of the Fund from time to time. In certain
circumstances, Numeric may assume such expenses on the condition that it is
reimbursed by the Fund for such amounts prior to the end of a fiscal year. In
such event, the reimbursement of such amounts will have the effect of increasing
the Fund's expense ratio and of decreasing the total return or yield to
investors.
FUND TRANSACTIONS
Numeric may consider a number of factors in determining which brokers to use in
purchasing or selling the Fund's securities. These factors, which are more fully
discussed in the Statement of Additional Information, include, but are not
limited to, research services, the reasonableness of commissions and quality of
services and execution. A higher rate of turnover (100% or more) of the Fund's
securities may involve correspondingly higher transaction costs, which will be
borne directly by the Fund. The Fund may enter into brokerage transactions with
and pay brokerage commissions to brokers that are affiliated persons (as such
term is defined in the 1940 Act) provided that the terms of the brokerage
transactions comply with the provisions of the 1940 Act.
Numeric may allocate trades among any or all of its clients, including the Fund.
Numeric combines orders and allocates to each account its proportionate or "pro
rata" share of the trade. Accounts included in the trade allocation may include
limited partnerships for which Numeric serves as general partner and in which
employees and/or partners of Numeric may own a substantial interest. Numeric may
cause the Fund to pay brokerage commissions which may be in excess of the lowest
rates available to brokers who execute transactions for the Fund or who
otherwise provide brokerage and research services utilized by Numeric, provided
that Numeric determines in good faith that the amount of each such commission
paid to a broker is reasonable in relation to the value of the brokerage viewed
in terms of either the particular transaction to which the commission relates or
Numeric's overall responsibilities with respect to the Fund.
HOW TO PURCHASE SHARES
GENERAL
Shares representing interests in the Fund are offered continuously (subject to
closure of the Funds as described on page __) for sale by the Distributor and
may be purchased without imposition of a sales charge through PFPC, the Fund's
transfer agent. Shares may be purchased initially by completing the application
included in this Prospectus and forwarding the application and payment to PFPC.
Subsequent purchases of Shares may be effected by mailing a check or Federal
Reserve Draft payable to the order of "N/I NUMERIC INVESTORS family of funds" to
N/I
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NUMERIC INVESTORS family of funds, c/o PFPC, P.O. Box 8966, Wilmington, Delaware
19899-8966. The name of the Fund must also appear on the check or Federal
Reserve Draft. Federal Reserve Drafts are available at national banks or any
state bank which is a member of the Federal Reserve System. Initial investments
in the Fund must be at least $3,000 and subsequent investments must be at least
$100. The minimum initial investment for an Automatic Investment Plan is $1,000
with minimum monthly payments of $100. RBB reserves the right to reject any
purchase order or to waive the minimum initial or subsequent investment
requirement. Investors will be given notice of any increase in minimum
investment requirements.
Provided that the investment is at least $2,500, an investor may also purchase
Shares by having his bank or his broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Fund does
not currently impose a sales charge for effecting wire transfers but reserve the
right to do so in the future. In order to ensure prompt receipt of an investor's
Federal Funds wire, for an initial investment, it is important that an investor
follows these steps:
A. Telephone the Fund's transfer agent, PFPC, toll-free at (800) 348-5031, and
provide your name, address, telephone number, Social Security or Tax
Identification Number, the name of the Fund, the amount being wired, and by
which bank or broker. PFPC will then provide an investor with a Fund account
number. Investors with existing accounts should also notify PFPC prior to wiring
funds.
B. Instruct your bank or broker to wire the specified amount, together with
your assigned account number, to PFPC's account with PNC:
PNC Bank, N.A.
ABA-0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2312
FROM: (name of investor)
ACCOUNT NUMBER: (investor's account number with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)
C. Fully complete and sign the Application and mail it to the address shown
thereon. PFPC will not process initial purchases until it receives a completed
and signed Application.
For subsequent investments, an investor should follow steps A and B above.
Shares of the Fund may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and the preceding Friday or
subsequent Monday when one of those holidays falls on a Saturday or Sunday.
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The price paid for the Fund's Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after a purchase order is received in good order by PFPC, provided such order is
transmitted to and received by PFPC prior to the close of regular trading on the
NYSE (generally 4:00 p.m. Eastern Time) on such day. Orders received by PFPC
after the close of regular trading on the NYSE are priced at the net asset value
next determined on the following Business Day. In those cases where an investor
pays for Shares by check, the purchase will be effected at the net asset value
next determined after PFPC receives payment in good order.
Shareholders whose shares are held in a street name account and who desire to
transfer such shares to another street name account should contact the record
holder of their current street name account.
Some broker-dealers (other than the Distributor), financial institutions,
financial planners and other industry professionals ("Service Agents") may
impose certain conditions on their clients who invest in the Fund such as
initial and subsequent minimums and certain trading restrictions, which are in
addition to or different from those described in this Prospectus. Service Agents
may impose transaction or administrative charges or other direct fees, which
charges and fees would not be imposed if Fund shares are purchased directly from
the Fund. Therefore, a client or customer should contact the organization acting
on his behalf concerning the fees (if any) charged in connection with a purchase
or redemption of the Fund's shares and should read this Prospectus in light of
the terms governing his accounts with Service Agents. Service Agents will be
responsible for promptly transmitting client or customer purchase and redemption
orders to the Fund in accordance with their agreements with clients or
customers. Service Agents or, if applicable, their designees, that have entered
into agreements with the Fund or its agent may enter confirmed purchase or
redemption orders on behalf of clients and customers, with payment to follow no
later than the Fund's pricing on the following Business Day. If payment is not
received by such time, the Service Agent could be held liable for resulting fees
or losses. The Fund may be deemed to have received a purchase or redemption
order when a Service Agent, or, if applicable, its authorized designee, accepts
the order. Orders received by the Fund in proper form will be priced at the
Fund's net asset value next computed after they are accepted by the Service
Agent or its authorized designee.
AUTOMATIC INVESTMENT PLAN
Additional investments in Shares of the Fund may be made automatically by
authorizing PFPC to withdraw funds from your bank account through an Automatic
Investment Plan. Investors desiring to participate in an Automatic Investment
Plan should call PFPC at (800) 348-5031 to obtain the appropriate forms, or
complete the appropriate section of the Application included with this
Prospectus. The minimum initial investment for an Automatic Investment Plan is
$1,000, with minimum monthly payments of $100.
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RETIREMENT PLANS
N/I NUMERIC INVESTORS family of funds Shares may be purchased in conjunction
with individual retirement accounts ("IRAs"), rollover IRAs, or pension, profit-
sharing or other employer benefit plans. Contact PFPC for further information as
to applications and annual fees. To determine whether the benefits of an IRA are
available and/or appropriate, a shareholder should consult with a tax adviser.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state in
which the Shares of the Fund being exchanged for may be legally sold. A
shareholder may exchange Shares of the Fund for Shares of any other N/I NUMERIC
INVESTORS Fund up to three (3) times per year (at least 30 days apart). Such
exchange will be effected at the net asset value of the exchanged Fund and the
net asset value of the Fund to be acquired next determined after PFPC's receipt
of a request for an exchange. In addition, RBB reserves the right to impose a
$5.00 administrative fee for each exchange. An exchange of Shares will be
treated as a sale for federal income tax purposes. See "Taxes." A shareholder
wishing to make an exchange may do so by sending a written request to PFPC.
If the exchanging shareholder does not currently own Shares of the Fund whose
Shares are being acquired, a new account will be established with the same
registration, dividend and capital gain options as the account from which shares
are exchanged, unless otherwise specified in writing by the shareholder with all
signatures guaranteed. A signature guarantee may be obtained from a domestic
bank or trust company, broker, dealer, clearing agency or savings association
who are participants in a medallion program recognized by the Securities
Transfer Association. The three recognized medallion programs are Securities
Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program
(SEMP) and New York Stock Exchange, Inc. Medallion Signature Program (MSP).
Signature guarantees which are not a part of these programs will not be
accepted. The exchange privilege may be modified or terminated at any time, or
from time to time, by RBB, upon 60 days' written notice to shareholders.
If an exchange is to a new N/I NUMERIC INVESTORS family Fund, the dollar value
of Shares acquired must equal or exceed RBB's minimum for a new account; if to
an existing account, the dollar value must equal or exceed RBB's minimum for
subsequent investments. If an amount remains in the N/I NUMERIC INVESTORS Fund
from which the exchange is being made that is below the minimum account value
required by RBB, the account will be subject to involuntary redemption.
PURCHASE AND 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 have established
a policy of limiting excessive exchange activity.
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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 other N/I NUMERIC INVESTORS Funds) that the
Adviser reasonably deems to be disruptive to efficient portfolio management.
TELEPHONE TRANSACTIONS
In order to request redemptions and exchanges by telephone, an investor must
have completed and returned an account application containing the appropriate
telephone election. To add a telephone exchange feature to an existing account
that previously did not provide for this option, a Telephone Exchange
Authorization Form (available from PFPC) must be filed with PFPC. Once this
election has been made, the shareholder may simply contact PFPC by telephone to
request the exchange by calling (800) 348-5031. Neither RBB, the Fund, the
Distributor, the Co-Administrators, the Administrative Services Agent, the
transfer agent, nor any other Fund agent will be liable for any loss, liability,
cost or expense for following RBB's telephone transaction procedures described
below or for following instructions communicated by telephone that they
reasonably believe to be genuine.
RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account's federal tax
identification number and name of the Fund, all of which must match RBB's
records; (3) permitting exchanges only if the two account registrations are
identical; (4) requiring that redemption proceeds be sent only by check to the
account owners of record at the address of record, or by wire only to the owners
of record at the bank account of record; (5) sending a written confirmation for
each telephone transaction to the owners of record at the address of record
within five (5) business days of the call; and (6) maintaining tapes of
telephone transactions for six months, if the Fund elects to record shareholder
telephone transactions.
For accounts held of record by Service Agents, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under power of attorney.
CLOSING OF FUND
Numeric will monitor the Fund's total assets and may close the Fund at any time
to new investment or new accounts due to concerns that a significant increase in
the size of the Fund may adversely affect the implementation of Numeric's
investment strategy. Numeric may also choose to reopen a closed Fund to new
investment at any time, and may subsequently close such Fund again should
concerns regarding Fund size recur. Numeric reserves the right while the
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Fund is closed to accept new investments from any of its employees or their
spouses, parents or children.
HOW TO REDEEM SHARES
REDEMPTION IN WRITING
Shareholders may redeem for cash some or all of their Fund Shares at any time.
To do so, a written request in proper form must be sent directly to The N/I
NUMERIC INVESTORS family of funds c/o PFPC, P.O. Box 8966, Wilmington, Delaware
19899-8966. Shareholders may also place redemption requests through a Service
Agent, but such Service Agent might charge a fee for this service.
A request for redemption must be signed by all persons in whose names the Shares
are registered. Signatures must conform exactly to the account registration. If
the proceeds of the redemption would exceed $10,000, or if the proceeds are not
to be paid to the record owner at the record address, or if the shareholder is a
corporation, partnership, trust or fiduciary, signature(s) must be guaranteed
according to the procedures described above under "How to Purchase Shares --
Exchange Privilege." A signature guarantee verifies the authenticity of your
signature. You may call PFPC at (800) 348-5031 with respect to questions about
signature guarantees.
Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. Additional documentary evidence of authority
is also required by PFPC in the event redemption is requested by a corporation,
partnership, trust, fiduciary, executor or administrator.
REDEMPTION BY TELEPHONE
Investors may redeem shares without charge by telephone if they have checked the
appropriate box and supplied the necessary information on the Application, or
have filed a Telephone Authorization with PFPC. An investor may obtain a
Telephone Authorization from PFPC by calling (800) 348-5031. The proceeds will
be mailed by check to an investor's registered address unless he has designated
in his Application or Telephone Authorization that such proceeds are to be sent
by wire transfer to a specified checking or savings account. If proceeds are to
be sent by wire transfer, a telephone redemption request received prior to the
close of regular trading on the NYSE will result in redemption proceeds being
wired to the investor's bank account on the next bank business day and the
redemption price will be the net asset value completed as of the close of
regular trading on the NYSE on that Business Day. A redemption request received
after the close of regular trading on the NYSE will be priced at the net asset
value computed on the next Business Day. All redemption requests must be in good
order before being processed. The minimum redemption for proceeds sent by wire
transfer is $2,500. There is no maximum for proceeds sent by wire transfer. The
Fund may modify this redemption service at any time or charge a service fee upon
prior notice to shareholders. No service fee is currently contemplated, although
RBB and PFPC reserve the right to refuse a telephone redemption request if they
deem
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it advisable to do so. RBB's telephone procedures are set forth under "How to
Purchase Shares -- Telephone Transactions" above.
OTHER INFORMATION ON REDEMPTIONS
The Fund is not responsible for the efficiency of the Federal Wire System or a
shareholder's investment adviser, broker-dealer or bank. The shareholder is
responsible for any charges imposed by the shareholder's bank. To change the
name of the single designated bank account to receive redemptions, it is
necessary to send a written request (with a signature guaranteed as set forth
above) to The N/I NUMERIC INVESTORS family of funds, c/o PFPC Inc., P. 0. Box
8966, Wilmington, Delaware 19899-8966.
INVOLUNTARY REDEMPTION
RBB reserves the right to redeem a shareholder's account in the Fund at any time
the net asset value of the account in the Fund falls below $500 as the result of
a redemption or an exchange request. Shareholders will be notified in writing
that the value of their account in the Fund is less than $500 and will be
allowed 30 days to make additional investments before the redemption is
processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by PFPC.
Payment for Shares redeemed is made by check mailed within seven days after
acceptance by PFPC of the request and any other necessary documents in proper
order. Such payment may be postponed or the right of redemption suspended as
provided by the rules of the SEC. If the Shares to be redeemed have been
recently purchased by check, PFPC may delay mailing a redemption check, which
may be a period of up to 15 days, pending a determination that the check has
cleared.
REDEMPTION IN-KIND
The Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption of the Fund's shares by making
payment in whole or in part in securities chosen by the Fund and valued in the
same way as they would be valued for purposes of computing the Fund's net asset
value. If payment is made in securities, a shareholder may incur transaction
costs in converting these securities into cash after they have redeemed their
Shares. The Fund 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.
AUTOMATIC WITHDRAWAL
Automatic withdrawal permits investors to request withdrawal of a specified
dollar amount (minimum of $25) on either a monthly, quarterly or annual basis if
the investor has a $10,000
-20-
<PAGE>
minimum account. An application for automatic withdrawal can be obtained from
PFPC. Automatic withdrawal may be ended at any time by the investor, RBB or
PFPC. Purchases of additional shares concurrently with withdrawals generally are
undesirable.
NET ASSET VALUE
The net asset value of the Fund is calculated as of the close of regular trading
on the NYSE on each Business Day. The net asset value for the Fund is calculated
by adding the value of all its securities, cash and other assets, deducting its
actual and accrued liabilities and dividing the result by the number of
outstanding Shares of the Fund. The net asset value of the Fund is calculated
independently of each other N/I NUMERIC INVESTORS Fund.
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 under
procedures established by RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.
With the approval of RBB's Board of Directors, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
The Fund will distribute substantially all of its net investment income and net
realized capital gains, if any, to the Fund's shareholders. All distributions
are reinvested in the form of additional full and fractional Shares of the Fund
unless a shareholder elects otherwise.
The Fund expects to declare and pay dividends from net investment income
annually, generally near the end of the year. Net realized capital gains
(including net short-term capital gains), if any, will be distributed at least
annually.
TAXES
The following discussion is only a brief summary of some of the important
tax considerations generally affecting the 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.
-21-
<PAGE>
The Fund will elect to be taxed as a regulated investment company for
federal income tax purposes. So long as the Fund qualifies for this tax
treatment, it will be relieved of federal income tax on amounts distributed to
shareholders.
Fund shareholders, unless otherwise exempt, will be taxed on Fund
distributions (except distributions that are treated for federal income tax
purposes as a return of capital) regardless of whether the distributions are
received in cash or reinvested in additional shares. Distributions by the Fund
attributable to its "net capital gain" (the excess of its net long-term capital
gain - i.e., gains or assets held more than 12 months - over its net short-term
capital loss), if any, qualify as "capital gains distributions." These
distributions are taxable to shareholders as long-term capital gain, regardless
of how long each shareholder has held shares. For individuals, long-term capital
gain is generally subject to a maximum federal tax rate of 20%.
RBB will send written notices to shareholders annually regarding the tax
status of distributions made by the Fund. Dividends declared in October,
November or December of any year payable to shareholders of record on a
specified date in such a month will be deemed to have been received by the
shareholders on December 31, if such dividends are paid during January of the
following year.
Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing shares just prior to a distribution will nevertheless be taxed on the
entire amount of the distribution received, although the distribution is, in
effect, a return of capital.
Shareholders who sell or redeem shares, or exchange shares representing
interests in one Fund for shares representing interests in another Fund, will
generally recognize capital gain or loss for federal income tax purposes. The
gain or loss will be long-term capital gain or loss if the shares have been held
for more than 12 months, and short-term otherwise, except that a loss on shares
held six months or less will be treated as long term capital loss to the extent
of any capital gains distributions received on the shares.
Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships are generally subject to
different U.S. federal income tax treatment from that described above.
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001 par
value per share, of which ____ billion shares are currently classified into __
different classes of Common Stock (see "Description of Shares" in the Statement
of Additional Information).
Exchanges between the N/I NUMERIC INVESTORS family of funds and other families
of RBB are not permitted. In addition, persons who are shareholders of the Fund
are not permitted to
-22-
<PAGE>
simultaneously acquire shares of the N/I NUMERIC INVESTORS Growth Fund or N/I
NUMERIC INVESTORS Micro Cap Fund by exchange.
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN
RELATE PRIMARILY TO THE N/I NUMERIC INVESTORS SMALL CAP VALUE FUND AND DESCRIBE
ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER
MATTERS RELATING TO THE N/I NUMERIC INVESTORS SMALL CAP VALUE FUND.
Each share that represents an interest in the Fund has an equal proportionate
interest in the assets belonging to the Fund with each other share that
represents an interest in such Fund, even where a share has a different class
designation than another share representing an interest in the Fund. Shares of
RBB do not have preemptive or conversion rights. When issued for payment as
described in this Prospectus, shares of RBB will be fully paid and non-
assessable.
RBB currently does not intend to hold annual meetings of shareholders except as
required by the 1940 Act or other applicable law. The law under certain
circumstances provides shareholders with the right to call for a meeting of
shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
Holders of shares of each of the N/I NUMERIC INVESTORS Funds will vote in the
aggregate and not by class on all matters, except where otherwise required by
law. Further, shareholders of all investment portfolios of RBB will vote in the
aggregate and not by portfolio except as otherwise required by law or when the
Board of Directors determines that the matter to be voted upon affects only the
interests of the shareholders of a particular investment portfolio. (See the
Statement of Additional Information under "Additional Information Concerning
Fund Shares" for examples when the 1940 Act requires voting by investment
portfolio or by class.) Shareholders of RBB are entitled to one vote for each
full share held (irrespective of class or portfolio) and fractional votes for
fractional shares held. Voting rights are not cumulative and, accordingly, the
holders of more than 50% of the aggregate shares of Common Stock of RBB may
elect all of the directors.
As of _______, 1998, to RBB's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the Fund's
investment operations and annual financial statements audited by independent
accountants. Shareholder inquiries should be addressed to PFPC, Bellevue Park
Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free
(800) 348-5031.
-23-
<PAGE>
FUND PERFORMANCE INFORMATION
From time to time, the Fund may advertise its performance, including comparisons
to other mutual funds with similar investment objectives or to stock or other
relevant indices. All such advertisements will show the average annual total
return over one, five and ten year periods or, if such periods have not yet
elapsed, shorter periods corresponding to the life of 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 Standard & Poor's 500 Stock Index or the
Dow Jones Industrial Average, as well as the benchmark described in the Appendix
to this Prospectus. Performance information may also include evaluation of the
Fund by nationally recognized ranking services and information as reported in
financial publications such as Barron's, Business Week, Forbes, Fortune, Money
Magazine, Mutual Fund Magazine, The New York Times, The Wall Street Journal, or
other national, regional or local publications. All advertisements containing
performance data will include a legend disclosing that such performance data
represents past performance and that the investment return and principal value
of an investment will fluctuate so that an investor's Shares, when redeemed, may
be worth more or less than their original cost.
-24-
<PAGE>
APPENDIX A
PERFORMANCE BENCHMARKS
<TABLE>
<CAPTION>
N/I NUMERIC PERFORMANCE
INVESTORS FUND BENCHMARK DESCRIPTION
- --------------------------------------------------------------------------------
<S> <C> <C>
Small Cap Value Russell 2000 Value The Russell 2000 is an index of
Index stocks 1001 through 3000 in the
Russell 3000 Index as ranked by total
market capitalization. This index is
segmented into growth and value
categories. The Russell 2000 Value
Index contains stocks from the
Russell 2000 with less than average
growth orientation. Companies in this
index generally have low price to
book and price/earnings ratios,
higher dividend yields, and lower
forecasted growth values.
- --------------------------------------------------------------------------------
</TABLE>
App. A-1
<PAGE>
N/I NUMERIC INVESTORS family of funds
1-800-NUMERIC (686-3742)
ACCOUNT APPLICATION
Please Note: Do not use this form to open an individual retirement plan account
(such as an IRA). For an IRA application or help with this Application, please
call 1-800-NUMERIC (686-3742).
- --------------------------------------------------------------------------------
1. ACCOUNT REGISTRATION: (PLEASE CHECK THE APPROPRIATE BOX(ES) BELOW.)
- --------------------------------------------------------------------------------
[_] Individual [_] Joint Tenant
________________________________________________________________________________
NAME
________________________________________________________________________________
SOCIAL SECURITY NUMBER OF PRIMARY OWNER
________________________________________________________________________________
NAME OF JOINT OWNER (if applicable)
________________________________________________________________________________
JOINT OWNER SOCIAL SECURITY NUMBER
For joint accounts, the account registrants will be joint tenants with right of
survivorship and not tenants in common unless tenants in common or community
property registrations are requested.
GIFT TO MINOR (IF APPLICABLE):
[_] UNIFORM GIFTS/TRANSFERS TO MINOR'S ACT
________________________________________________________________________________
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
________________________________________________________________________________
NAME OF MINOR (ONLY ONE PERMITTED)
<PAGE>
________________________________________________________________________________
MINOR'S SOCIAL SECURITY NUMBER DATE OF BIRTH
CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY (IF APPLICABLE):
________________________________________________________________________________
________________________________________________________________________________
NAME OF CORPORATION, PARTNERSHIP, OR OTHER
________________________________________________________________________________
NAME(S) OF TRUSTEE(S)
________________________________________________________________________________
TAXPAYER IDENTIFICATION NUMBER
___________________________________________________
TRUST DATE
- --------------------------------------------------------------------------------
2. MAILING ADDRESS:
- --------------------------------------------------------------------------------
________________________________________________________________________________
STREET OR P.O. BOX APARTMENT NUMBER
________________________________________________________________________________
CITY STATE ZIP CODE
( ) ( )
- --------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
- --------------------------------------------------------------------------------
3. INVESTMENT AMOUNT:
- --------------------------------------------------------------------------------
Minimum initial investment of $3,000 per Fund or $1,000 for an automatic
investment plan.
[_] N/I NUMERIC INVESTORS MICRO CAP $ CLOSED
----------
[_] N/I NUMERIC INVESTORS GROWTH $ CLOSED
----------
<PAGE>
[_] N/I NUMERIC INVESTORS GROWTH & VALUE $___________
[_] N/I NUMERIC INVESTORS LARGER CAP VALUE $___________
[_] N/I NUMERIC INVESTORS SMALL CAP VALUE $___________
Make the check payable to N/I NUMERIC INVESTORS family of funds.
Shareholders may not purchase shares of the N/I NUMERIC INVESTORS Funds with a
check issued by a third party and endorsed over to the Funds. Checks for
investment must be made payable to the N/I NUMERIC INVESTORS family of funds.
- --------------------------------------------------------------------------------
4. DISTRIBUTION OPTIONS:
- --------------------------------------------------------------------------------
NOTE: Dividends and capital gains may be reinvested or paid by check. If no
options are selected below, both dividends and capital gains will be reinvested
in additional Fund shares.
DIVIDENDS [_] Pay by check [_] Reinvest
CAPITAL GAINS [_] Pay by check [_] Reinvest
[_] Please check one of the following options:
[_] Please mail checks to Address of Record
(Named in Section 2)
[_] Please electronically credit my Bank of Record
(Named in Section 8)
- --------------------------------------------------------------------------------
5. TELEPHONE EXCHANGE AND REDEMPTION:
- --------------------------------------------------------------------------------
To use either or both of these options, you must initial the appropriate line
below.
I authorize the Transfer Agent to accept instructions from any person to
exchange shares in my account(s) by telephone in accordance with the procedures
and conditions set forth in the Fund's current prospectus.
Exchange shares for shares of another N/I
__________ _____________
initial joint initial NUMERIC INVESTORS Fund.
<PAGE>
Redeem shares, and send the proceeds to the
__________ _____________
initial joint initial address of record.
- --------------------------------------------------------------------------------
6. AUTOMATIC INVESTMENT PLAN (IF APPLICABLE):
- --------------------------------------------------------------------------------
Please attach an unsigned, voided check.
The Automatic Investment Plan ($1,000 minimum initial investment), makes
possible regularly scheduled purchases of Fund shares. The Fund's Transfer
Agent can arrange for an amount of money selected by you ($100 minimum to be
deducted from your checking account and used to purchase shares of a specified
N/I NUMERIC INVESTORS Fund.
Please debit $______ from my checking account (named below) on or about the 20th
of every month.
$__________into the_______________Fund____________Start Month.
$100 minimum
$__________into the_______________Fund____________Start Month.
$100 minimum
$__________into the_______________Fund____________Start Month.
$100 minimum
$__________into the_______________Fund____________Start Month.
$100 minimum
$__________into the_______________Fund____________Start Month.
$100 minimum
- --------------------------------------------------------------------------------
7. SYSTEMATIC WITHDRAWAL PLAN (IF APPLICABLE):
- --------------------------------------------------------------------------------
Please attach an unsigned, voided check.
To select this option please fill out the information below:
Fund Name_____________________ Amount_______________
<PAGE>
Startup Month_______________________
Frequency Options: [_] Annually [_] Monthly [_]Quarterly
. A minimum account value of $10,000 in a single account is required to
establish a Systematic Withdrawal Plan
. Payments will be made on or near the 25th of the month
Complete only if using Automatic Investment Plan or Systematic Withdrawal
Plan
- --------------------------------------------------------------------------------
8. BANK OF RECORD:
- --------------------------------------------------------------------------------
Complete only if using Automatic Investment Plan (Section 6) or Systematic
Withdrawal Plan (Section 7)
________________________________________________________________________________
BANK NAME
________________________________________________________________________________
STREET ADDRESS OR P.O. BOX
________________________________________________________________________________
CITY STATE ZIP CODE
________________________________________________________________________________
BANK ABA NUMBER BANK ACCOUNT NUMBER
- --------------------------------------------------------------------------------
9. SIGNATURES:
- --------------------------------------------------------------------------------
The undersigned warrants that I (we) have full authority and, if a natural
person, I (we) am (are) of legal age to purchase shares pursuant to this Account
Information Form, and I (we) have received a current prospectus for the N/I
NUMERIC INVESTORS Fund(s) in which I (we) am (are) investing.
Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required
to have the following certification:
UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER
(OR I AM WAITING FOR A NUMBER TO BE ISSUED TO ME), AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (A) I AM EXEMPT FROM BACKUP
WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE
THAT I AM SUBJECT
<PAGE>
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 1-800-NUMERIC (686-3742). For information on new or existing accounts
call 1-800-348-5031.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO:
N/I NUMERIC INVESTORS FAMILY OF FUNDS
C/O PFPC INC.
P.O. BOX 8966
WILMINGTON, DE 19899-8966
N/I NUMERIC INVESTORS FAMILY OF FUNDS
1-800-NUMERIC [686-3742]
HTTP://WWW.NUMERIC.COM
<PAGE>
INVESTMENT ADVISER
Numeric Investors L.P.
One Memorial Drive
Cambridge, MA 02142
CUSTODIAN
Custodial Trust Company
101 Carnegie Center
Princeton, NJ 05840
CO-ADMINISTRATOR, TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT
PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
CO-ADMINISTRATOR
Bear Stearns Funds Management Inc.
245 Park Avenue, 15th floor
New York, NY 10167
ADMINISTRATIVE SERVICES AGENT AND DISTRIBUTOR
Provident Distributors, Inc.
Four Falls Corporate Center, 6/th/ Floor
West Conshohocken, Pennsylvania 19428
COUNSEL
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107-3496
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA 19103
<PAGE>
THE RBB FUND, INC.
n/i numeric Small Cap Value Fund
CROSS REFERENCE SHEET
---------------------
<TABLE>
<CAPTION>
Form N-1A Item Location
- -------------- --------
<S> <C>
PART B STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page............................. Cover Page
11. Table of Contents...................... Cover Page
12. General Information and History........ General; Directors and
Officers; Additional
Information Concerning RBB
Shares; Miscellaneous
13. Investment Objectives and Policies..... Investment Limitations; Common
Investment Policies;
Supplemental Investment
Policies
14. Management of the Fund................. Directors and Officers;
Investment Advisory and
Servicing Arrangements
15. Control Persons and Principal Holders
of Securities.......................... Additional Information
Concerning RBB Shares
16. Investment Advisory and Other
Services............................... Investment Advisory and
Servicing Arrangements; See
Prospectus -"Management"
17. Brokerage Allocation and Other
Practices.............................. Portfolio Transactions
18. Capital Stock and Other Securities..... Additional Information
Concerning RBB Shares; See
Prospectus- "Dividends and
Distributions" and
"Description of Shares"
19. Purchase, Redemption and Pricing of
Securities Being Offered............... Purchase and Redemption
Information; Valuation of
Shares; See Prospectus - "How
to Purchase `Shares" and "How
to Redeem and Exchange Shares"
20. Tax Status............................. Taxes; See Prospectus -
"Taxes"
21. Underwriters........................... Not Applicable
22. Calculation of Performance Data........ Performance and Yield
Information
23. Financial Statements................... None
</TABLE>
<PAGE>
N/I NUMERIC INVESTORS Small Cap Value Fund
(Investment Portfolio of The RBB Fund, Inc.)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides supplementary
information pertaining to shares of the class (the "Shares") representing
interests in the N/I NUMERIC INVESTORS Small 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 Fund's Prospectus
dated _________ __, 1998 (the "Prospectus"). A copy of the Prospectus may be
obtained from Numeric by calling toll-free (800) NUMERIC [(800) 686-3742]. This
Statement of Additional Information is dated _________ __, 1998.
Prospectus
Page Page
---- ----------
General..............................................
Investment Objective And Policies....................
Investment Limitations...............................
Directors And Officers...............................
Investment Advisory, Distribution And Servicing......
Arrangements....................................
Fund Transactions....................................
Purchase And Redemption Information..................
Valuation Of Shares..................................
Performance Information..............................
Taxes................................................
Description Of Shares................................
Additional Information Concerning Fund Shares........
Miscellaneous........................................
Appendix A........................................A-1
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION IN
CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY RBB OR ITS DISTRIBUTOR. THE STATEMENT OF ADDITIONAL INFORMATION DOES NOT
CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
GENERAL
RBB is an open-end management investment company currently operating
or proposing to operate twenty-_____ separate investment portfolios. RBB is
registered as an open-end investment company under the Investment Company Act of
1940 (the "1940 Act") and was organized as a Maryland corporation on February
29, 1988. This Statement of Additional Information pertains to Shares
representing interests in the Fund offered by the Prospectus dated ___________,
1998.
Capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Prospectus.
INVESTMENT OBJECTIVE AND POLICIES
The following supplements the information contained in the Prospectus
concerning the investment objective and policies of the Funds.
FUTURES
Futures Contracts. When the Fund purchases a futures contract, it
agrees to purchase a specified underlying instrument at a specified future date.
When the Fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and sale
will take place is fixed when the Fund enters into the contract. The underlying
instrument may be a specified type of security, such as U.S. Treasury bonds or
notes.
The majority of futures contracts are closed out by entering into an
offsetting purchase or sale transaction in the same contract on the exchange
where they are traded, rather than being held for the life of the contract.
Futures contracts are closed out at their current prices, which may result in a
gain or loss.
If the Fund holds a futures contract until the delivery date, it will
be required to complete the purchase and sale contemplated by the contract. In
the case of futures contracts on securities, the purchaser generally must
deliver the agreed-upon purchase price in cash, and the seller must deliver
securities that meet the specified characteristics of the contract.
The Fund may purchase futures contracts as an alternative to
purchasing actual securities. For example, if the Fund intended to purchase
bonds but had not yet done so, it could purchase a futures contract in order to
lock in current bond prices while deciding on particular investments. This
strategy is sometimes known as an anticipatory hedge. Alternatively, the Fund
could purchase a futures contract if it had cash and short-term securities on
hand that it wished to invest in longer-term securities, but at the same time
the Fund wished to maintain a highly liquid
-2-
<PAGE>
position in order to be prepared to meet redemption requests or other
obligations. In these strategies the Fund would use futures contracts to attempt
to achieve an overall return -- whether positive or negative -- similar to the
return from longer-term securities, while taking advantage of potentially
greater liquidity that futures contracts may offer. Although the Fund would hold
cash and liquid debt securities in a segregated account with a value sufficient
to cover its open futures obligations, the segregated assets would be available
to the Fund immediately upon closing out the futures position, while settlement
of securities transactions can take several days. However, because the Fund's
cash that would otherwise have been invested in higher-yielding bonds would be
held uninvested or invested in short-term securities so long as the futures
position remains open, the Fund's return would involve a smaller amount of
interest income and potentially a greater amount of capital gain or loss.
The Fund may sell futures contracts to hedge its other investments
against changes in value, or as an alternative to sales of securities. For
example, if the investment adviser anticipated a decline in bond prices, but did
not wish to sell bonds owned by the Fund, it could sell a futures contract in
order to lock in a current sale price. If prices subsequently fell, the future
contract's value would be expected to rise and offset all or a portion of the
loss in the bonds that the Fund had hedged. Of course, if prices subsequently
rose, the futures contract's value could be expected to fall and offset all or a
portion of the benefit of the Fund. In this type of strategy, the Fund's return
will tend to involve a larger component of interest income, because the Fund
will remain invested in longer-term securities rather than selling them and
investing the proceeds in short-term securities which generally provide lower
yields.
Futures margin payments. The purchaser or seller of a futures
contract is not required to deliver or pay for the underlying instrument unless
the contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker (known as
a futures commission merchant, or FCM), when the contract is entered into.
Initial margin deposits are equal to a percentage of the contract's value, as
set by the exchange where the contract is traded, and may be maintained in cash
or high quality liquid securities. If the value of either party's position
declines, that party will be required to make additional "variation margin"
payments to settle the change in value on a daily basis. The party that has a
gain may be entitled to receive all or a portion of this amount. Initial and
variation margin payments are similar to good faith deposits or performance
bonds, unlike margin extended by a securities broker, and initial and variation
margin payments do not constitute purchasing securities on margin for purposes
of the Fund's investment limitations. In the event of the bankruptcy of an FCM
that holds margin on behalf of the Fund, the Fund may be entitled to a return of
margin owed to it only in proportion to the amount received by the FCM's other
customers. The investment adviser will attempt to minimize this risk by careful
monitoring of the creditworthiness of the FCMs with which the Fund does
business.
Correlation of price changes. The prices of futures contracts depend
primarily on the value of their underlying instruments. Because there are a
limited number of types of futures contracts, it is likely that the standardized
futures contracts available to the Fund will not match the Fund's current or
anticipated investments. Futures prices can also diverge from the prices of
their underlying instruments, even if the underlying instruments match the
Fund's investments
-3-
<PAGE>
well. Futures prices are affected by such factors as current and anticipated
short-term interest rates, changes in volatility of the underlying instrument,
and the time remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation between the Fund's
investments and its futures positions may also result from differing levels of
demand in the futures markets and the securities markets, from structural
differences in how futures and securities are traded, or from imposition of
daily price fluctuation limits for futures contracts. The Fund may purchase or
sell futures contracts with a greater or lesser value than the securities they
wish to hedge or intend to purchase in order to attempt to compensate for
differences in historical volatility between the futures contract and the
securities, although this may not be successful in all cases. If price changes
in the Fund's futures positions are poorly correlated with its other
investments, its futures positions may fail to produce anticipated gains or
result in losses that are not offset by the gains in the Fund's other
investments.
Liquidity of futures contracts. Because futures contracts are
generally settled within a day from the date they are closed out, compared with
a settlement period of seven days for some types of securities, the futures
markets can provide liquidity superior to the securities markets in many cases.
Nevertheless, there is no assurance a liquid secondary market will exist for any
particular futures contract at any particular time. In addition, futures
exchanges may establish daily price fluctuation limits for futures contracts and
may halt trading if a contract's price moves upward or downward more than the
limit in a given day. On volatile trading days when the price fluctuation limit
is reached, it may be impossible for the Fund to enter into new positions or
close out existing positions. If the secondary market for a futures contract is
not liquid because of price fluctuation limits or otherwise, it would prevent
prompt liquidation of unfavorable futures positions, and potentially could
require the Fund to continue to hold a futures position until the delivery date
regardless of changes in its value. As a result, the Fund's access to other
assets held to cover its futures positions could also be impaired.
PUT AND CALL OPTIONS
Purchasing Put Options. By purchasing a put option, the Fund obtains
the right (but not the obligation) to sell the option's underlying instrument at
a fixed strike price. The option may give the Fund the right to sell only on
the option's expiration date, or may be exercisable at any time up to and
including that date. In return for this right, the Fund pays the current market
price for the option (known as the option premium). The option's underlying
instrument may be a security or a futures contract.
The Fund may terminate its position in a put option it has purchased
by allowing it to expire or by exercising the option. If the option is allowed
to expire, the Fund will lose the entire premium it paid. If the Fund exercises
the option, it completes the sale of the underlying instrument at the strike
price. If the Fund exercises a put option on a futures contract, it assumes a
seller's position in the underlying futures contract. Purchasing an option on a
futures contract does not require the Fund to make futures margin payments
unless it exercises the option. The Fund may also terminate a put option
position by closing it out in the secondary market at its current price, if a
liquid secondary market exists.
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Put options may be used by the Fund to hedge securities it owns, in a
manner similar to selling futures contracts, by locking in a minimum price at
which the Fund can sell. If security prices fall, the value of the put option
would be expected to rise and offset all or a portion of the Fund's resulting
losses. The put thus acts as a hedge against a fall in the price of such
securities. However, all other things being equal (including securities prices)
option premiums tend to decrease over time as the expiration date nears.
Therefore, because of the cost of the option in the form of the premium (and
transaction costs), the Fund would expect to suffer a loss in the put option if
prices do not decline sufficiently to offset the deterioration in the value of
the option premium. This potential loss represents the cost of the hedge
against a fall in prices. At the same time, because the maximum the Fund has at
risk is the cost of the option, purchasing put options does not eliminate the
potential for the Fund to profit from an increase in the value of the securities
hedged to the same extent as selling a futures contract.
Purchasing Call Options. The features of call options are essentially
the same as those of put options, except that the purchaser of a call option
obtains the right to purchase, rather than sell, the underlying instrument at
the option's strike price (call options on futures contracts are settled by
purchasing the underlying futures contract). By purchasing a call option, the
Fund would attempt to participate in potential price increases of the underlying
instrument, with results similar to those obtainable from purchasing a futures
contract, but with risk limited to the cost of the option if security prices
fell. At the same time, the Fund can expect to suffer a loss if security prices
do not rise sufficiently to offset the cost of the option.
The Fund will purchase call options only in connection with "closing
purchase transactions." The Fund may terminate its position in a call option by
entering into a closing purchase transaction. A closing purchase transaction is
the purchase of a call option on the same security with the same exercise price
and call period as the option previously written by the Fund. If the Fund is
unable to enter into a closing purchase transaction, the Fund may be required to
hold a security that it might otherwise have sold to protect against
depreciation.
Writing Put Options. When the Fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the Fund assumes the obligation to pay the strike price
for the option's underlying instrument if the other party to the option chooses
to exercise it. When writing an option on a futures contract the Fund will be
required to make margin payments to an FCM as described above for futures
contracts. The Fund may seek to terminate its position in a put option it
writes before exercise by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for an option the Fund has
written, however, the Fund must continue to be prepared to pay the strike price
while the option is outstanding, regardless of price changes, and must continue
to set aside assets to cover its position.
The Fund may write put options as an alternative to purchasing actual
securities. If security prices rise, the Fund would expect to profit from a
written put option, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it is likely
that the Fund will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the Fund would expect to
suffer a loss. This loss
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should be less than the loss the Fund would have experienced from purchasing the
underlying instrument directly, however, because the premium received for
writing the option should mitigate the effects of the decline. As with other
futures and options strategies used as alternatives for purchasing securities,
the Fund's return from writing put options generally will involve a smaller
amount of interest income than purchasing longer-term securities directly,
because the Fund's cash will be invested in shorter-term securities which
usually offer lower yields.
Writing Call Options. Writing a call option obligates the Fund to
sell or deliver the option's underlying instrument, in return for the strike
price, upon exercise of the option. The characteristics of writing call options
are similar to those of writing put options, as described above, except that
writing covered call options generally is a profitable strategy if prices remain
the same or fall. Through receipt of the option premium, a Fund would seek to
mitigate the effects of a price decline. At the same time, because a Fund would
have to be prepared to deliver the underlying instrument in return for the
strike price, even if its current value is greater, the Fund would give up some
ability to participate in security price increases when writing call options.
Combined Option Positions. The Fund may purchase and write options in
combination with each other to adjust the risk and return characteristics of the
overall position. For example, the Fund may purchase a put option and write a
call option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call
option at one strike price and buying a call option at a lower price, in order
to reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open and
close out.
Risks of Options Transactions. Options are subject to risks similar
to those described above with respect to futures contracts, including the risk
of imperfect correlation between the option and the Fund's other investments and
the risk that there might not be a liquid secondary market for the option. In
the case of options on futures contracts, there is also a risk of imperfect
correlation between the option and the underlying futures contract. Options are
also subject to the risks of an illiquid secondary market, particularly in
strategies involving writing options, which the Fund cannot terminate by
exercise. In general, options whose strike prices are close to their underlying
instruments' current value will have the highest trading volume, while options
whose strike prices are further away may be less liquid. The liquidity of
options may also be affected if options exchanges impose trading halts,
particularly when markets are volatile.
Asset Coverage for Futures and Options Positions. The Fund will not
use leverage in its options and futures strategies. The Fund will hold
securities or other options or futures positions whose values are expected to
offset its obligations under the hedge strategies. The Fund will not enter into
an option or futures position that exposes the Fund to an obligation to another
party unless it owns either (i) an offsetting position in securities or other
options or futures contracts or (ii) cash, receivables and short-term debt
securities with a value sufficient to cover its potential
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obligations. The Fund will comply with guidelines established by the SEC with
respect to coverage of options and futures strategies by mutual funds, and if
the guidelines so require will set aside cash and high grade liquid debt
securities in a segregated account with its custodian bank in the amount
prescribed. Securities held in a segregated account cannot be sold while the
futures or option strategy is outstanding, unless they are replaced with similar
securities. As a result, there is a possibility that segregation of a large
percentage of the Fund's assets could impede portfolio management or the Fund's
ability to meet redemption requests or other current obligations.
Limitations on Futures and Options Transactions. RBB, on behalf of
the Funds, has filed a notice of eligibility for exclusion from the definition
of the term "commodity pool operator" with the Commodity Futures Trading
Commission ("CFTC") and the National Futures Association, which regulate trading
in the futures markets. Pursuant to Section 4.5 of the regulations under the
Commodity Exchange Act, the Fund will not enter into any commodity futures
contract or option on a commodity futures contract for non-hedging purposes if,
as a result, the sum of initial margin deposits on commodity futures contracts
and related commodity options and premiums paid for options on commodity futures
contracts the Fund has purchased would exceed 5% of the Fund's net assets after
taking into account unrealized profits and losses on such contracts.
The Fund's limitations on investments in futures contracts and their
policies regarding futures contracts and the limitations on investments in
options and its policies regarding options discussed above in this Statement of
Additional Information are not fundamental policies and may be changed as
regulatory agencies permit. The Fund will not modify the above limitations to
increase its permissible futures and options activities without supplying
additional information in a current Prospectus or Statement of Additional
Information that has been distributed or made available to the Fund's
shareholders.
SHORT SALES "AGAINST THE BOX"
In a short sale, the Fund sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. The
Fund may engage in short sales if at the time of the short sale it owns or has
the right to obtain, at no additional cost, an equal amount of the security
being sold short. This investment technique is known as a short sale "against
the box." In a short sale, a seller does not immediately deliver the securities
sold and is said to have a short position in those securities until delivery
occurs. If the Fund engages in a short sale, the collateral for the short
position will be maintained by the Fund's custodian or a qualified sub-
custodian. While the short sale is open, the Fund will maintain in a segregated
account an amount of securities equal in kind and amount to the securities sold
short or securities convertible into or exchangeable for such equivalent
securities. These securities constitute the Fund's long position. The Fund
will not engage in short sales against the box for speculative purposes. The
Fund may, however, make a short sale as a hedge, when it believes that the price
of a security may decline, causing a decline in the value of a security owned by
the Fund (or a security convertible or exchangeable for such security), or when
the Fund wants to sell the security at an attractive current price, but also
wishes possibly to defer recognition of gain or loss
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for federal income tax purposes. (A short sale against the box will defer
recognition of gain for federal income tax purposes only if the Portfolio
subsequently closes the short position by making a purchase of the relevant
securities no later than 30 days after the end of the taxable year.) In such
case, any future losses in the Fund's long position should be reduced by a gain
in the short position. Conversely, any gain in the long position should be
reduced by a loss in the short position. The extent to which such gains or
losses are reduced will depend upon the amount of the security sold short
relative to the amount the Fund owns. There will be certain additional
transaction costs associated with short sales against the box, but the Fund will
endeavor to offset these costs with the income from the investment of the cash
proceeds of short sales.
SECTION 4(2) PAPER
"Section 4(2) paper" is commercial paper which is issued in reliance
on the "private placement" exemption from registration which is afforded by
Section 4(2) of the Securities Act of 1933. Section 4(2) paper is restricted as
to disposition under the federal securities laws and is generally sold to
institutional investors such as the Fund which agrees that it is purchasing the
paper for investment and not with a view to public distribution. Any resale by
the purchaser must be in an exempt transaction. Section 4(2) paper normally is
resold to other institutional investors through or with the assistance of
investment dealers who make a market in the Section 4(2) paper, thereby
providing liquidity. See "Illiquid Securities" below and Appendix "A" for a
list of commercial paper ratings.
RIGHTS OFFERINGS AND PURCHASE WARRANTS
Rights offerings and purchase warrants are privileges issued by a
corporation which enable the owner to subscribe to and purchase a specified
number of shares of the corporation at a specified price during a specified
period of time. Subscription rights normally have a short lifespan to
expiration. The purchase of rights or warrants involves the risk that the Fund
could lose the purchase value of a right or warrant if the right to subscribe to
additional shares is not executed prior to the rights and warrants expiration.
Also, the purchase of rights and/or warrants involves the risk that the
effective price paid for the right and/or warrant added to the subscription
price of the related security may exceed the value of the subscribed security's
market price such as when there is no movement in the level of the underlying
security.
ILLIQUID SECURITIES
The Fund may not invest more than 15% of its net assets in illiquid
securities, including repurchase agreements which have a maturity of longer than
seven days and securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale.
Securities that have legal or contractual restrictions on resale but have a
readily available market are not considered illiquid for purposes of this
limitation. Repurchase agreements subject to demand are deemed to have a
maturity equal to the notice period.
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Mutual funds do not typically hold a significant amount of illiquid
securities because of the potential for delays on resale and uncertainty in
valuation. Limitations on resale may have an adverse effect on the
marketability of portfolio securities and a mutual fund might be unable to
dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions within
seven days. A mutual fund might also have to register such restricted
securities in order to dispose of them resulting in additional expense and
delay. Adverse market conditions could impede such a public offering of
securities.
The 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 the 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).
DEPOSITARY RECEIPTS
The Fund's assets may be invested in the securities of foreign issuers
in the form of American Depositary Receipts ("ADRs"), European Depositary
Receipts ("EDRs") or Global Depositary Receipts ("GDRs"). These securities may
not necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs and EDRs are receipts typically issued by a United
States or European bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. GDRs are depositary receipts
structured like global debt issues to facilitate international trading. The
Fund may invest in ADRs, EDRs and GDRs through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
underlying security and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.
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INVESTMENT COMPANY SECURITIES
The Fund may invest in securities issued by other investment
companies. Under the 1940 Act, the Fund's investments in such securities
currently are limited to, subject to certain exceptions, (i) 3% of the total
voting stock of any one investment company, (ii) 5% of the Fund's net assets
with respect to any one investment company and (iii) 10% of the Fund's net
assets in the aggregate. Investments in the securities of other investment
companies will involve duplication of advisory fees and certain other expenses.
The Fund presently intends to invest in other investment companies only as
investment vehicles for short-term cash. The Fund will only invest in securities
of other investment companies which are purchased on the open market with no
commission or profit to a sponsor or dealer, other than the customary broker's
commission, or when the purchase is part of a plan of merger, consolidation,
reorganization or acquisition.
CONVERTIBLE SECURITIES
The Fund may invest in convertible securities, such as convertible
debentures, bonds and preferred stock, primarily for their equity
characteristics. Convertible securities may be converted into common stock at a
specified share price or ratio. Because the price of the common stock may
fluctuate above or below the specified price or ratio, the Fund may have the
opportunity to purchase the common stock at below market price. On the other
hand, fluctuations in the price of the common stock could render the right of
conversion worthless.
REPURCHASE AGREEMENTS
The repurchase price under repurchase agreements generally equals the
price paid by the Fund involved plus interest negotiated on the basis of current
short-term rates (which may be more or less than the rate on the securities
underlying the repurchase agreement). Securities subject to repurchase
agreements will be held by RBB's custodian in the Federal Reserve/Treasury book-
entry system or by another authorized securities depository. Repurchase
agreements are considered to be loans by the Fund involved under the 1940 Act.
REVERSE REPURCHASE AGREEMENTS
Reverse repurchase agreements involve the sale of securities held by
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 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 its custodian or a qualified
sub-custodian, cash, U.S. Government securities or other liquid, high-grade debt
securities of an amount at least equal to the market value of the securities,
plus accrued interest, subject to the agreement and will monitor the account to
ensure that such value is maintained. Reverse repurchase agreements involve the
risk that the market value of the securities sold by the Fund may decline below
the price of the securities the Fund is obligated to repurchase.
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U.S. GOVERNMENT OBLIGATIONS
Examples of types of U.S. Government obligations include U.S. Treasury
Bills, Treasury Notes and Treasury Bonds and the obligations of Federal Home
Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association,
Government National Mortgage Association, General Services Administration,
Student Loan Marketing Association, Federal Home Loan Mortgage Corporation,
Federal Intermediate Credit Banks, and the Maritime Administration.
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS
The Fund may purchase securities on a "when-issued" basis and may
purchase or sell securities on a "forward commitment" basis. These transactions
involve a commitment by the Fund to purchase or sell particular securities with
payment and delivery taking place at a future date (perhaps one or two months
later), and permit the Fund to lock-in a price or yield on a security it owns or
intends to purchase, regardless of future changes in interest rates. When-
issued and forward commitment transactions involve the risk, however, that the
price or yield obtained in a transaction may be less favorable that the price or
yield available in the market when the securities delivery takes place. The
Fund's when-issued purchases and forward commitments are not expected to exceed
25% of the value of its total assets absent unusual market conditions. The Fund
does not intend to engage in when-issued purchases and forward commitments for
speculative purposes but only in furtherance of their investment objectives.
PORTFOLIO TURNOVER
The Fund may be subject to a greater degree of turnover and thus a
higher incidence of short-term capital gains taxable as ordinary income than
might be expected from portfolios which invest substantially all of their assets
on a long-term basis, and correspondingly larger brokerage charges and other
transaction costs can be expected to be borne by the Fund. Investment strategies
which require periodic changes to portfolio holdings with the expectation of
outperforming equity indices are called "active" strategies. These compare with
"passive" or "index" strategies which hold only the stocks in the equity
indices. Passive strategies trade infrequently -- only as the indices change.
Most equity mutual funds, including the Fund, pursue active strategies, which
have higher turnover than passive strategies.
High portfolio turnover (100% or more) can adversely affect taxable
investors, especially those in higher marginal tax brackets, in two ways:
First, short term capital gains, which are a by-product or high turnover
investment strategies, are currently taxed at rates comparable to ordinary
income rates. Ordinary income tax rates are higher than long term capital gain
tax rates for middle and upper income taxpayers. Second, the frequent
realization of gains, which causes taxes to be paid frequently, is less
advantageous than infrequent realization of gains. Infrequent realization of
gains allows the payment of taxes to be deferred to later years, allowing more
of the gains to compound before taxes are paid. Consequently after-tax compound
rates of return
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will generally be higher for taxable investors using investment strategies with
very low turnover, all else being equal.
Although tax considerations should not typically drive an investment
decision, investors should consider their ability to allocate tax-deferred (such
as IRAs and 401(k) plans) versus taxable assets when considering where to
invest. All else being equal, investors will earn better returns investing tax-
deferred assets in active strategies, while using lower turnover passive
strategies for taxable investments. For further information, see "Taxes" below.
The Portfolio turnover rate is calculated by dividing the lesser of
the Fund's annual sales or purchases of portfolio securities (exclusive of
purchases or sales of securities whose maturities at the time of acquisition
were one year or less) by the monthly average value of the securities in the
portfolio during the year.
INVESTMENT LIMITATIONS
The Fund 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. Purchase securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase more
than 5% of 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
assets may be invested without regard to such limitation.
2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed. The 1940 Act permits an investment company to borrow in an
amount up to 33 1/3% of the value of such company's total assets. For purposes
of this Investment Restriction, the entry into options, forward contracts,
futures contracts, including those relating to indexes, and options on futures
contracts or indexes shall not constitute borrowing.
3. Purchase any securities which would cause, at the time of
purchase, 25% or more of the value of the total assets of the Fund to be
invested in the obligations of issuers in any industry, provided that there is
no limitation with respect to investments in U.S. Government obligations.
4. Make loans, except that the Fund may purchase or hold debt
obligations in accordance with its investment objective, policies and
limitations, may enter into repurchase agreements for securities, and may lend
portfolio securities against collateral consisting of cash or securities which
are consistent with the Fund's permitted investments, which is equal at all
times to at least 100% of the value of the securities loaned. There is no
investment restriction on
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the amount of securities that may be loaned, except that payments received on
such loans, including amounts received during the loan on account of interest on
the securities loaned, may not (together with all non-qualifying income) exceed
10% of the Fund's annual gross income (without offset for realized capital
gains) unless, in the opinion of counsel to RBB, such amounts are qualifying
income under Federal income tax provisions applicable to regulated investment
companies.
5. Purchase securities on margin, except for short-term credit
necessary for clearance of portfolio transactions, and except that the Fund may
establish margin accounts in connection with its use of options, forward
contracts, futures contracts, including those relating to indexes, and options
on futures contracts or indexes.
6. Underwrite securities of other issuers, except to the extent that,
in connection with the disposition of portfolio securities, the Fund may be
deemed an underwriter under federal securities laws.
7. Purchase or sell real estate or real estate limited partnership
interests, provided that the Fund may invest in securities secured by real
estate or interests therein or issued by companies which invest in real estate
or interests therein or in real estate investment trusts.
8. Purchase or sell commodities or commodity contracts, except that
the Fund may purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
9. Invest in oil, gas or mineral-related exploration or development
programs or leases.
10. Purchase any securities issued by any other investment company,
except to the extent permitted by the 1940 Act and except in connection with the
merger, consolidation or acquisition of all the securities or assets of such an
issuer.
11. Make investments for the purpose of exercising control or
management, but each Fund will vote those securities it owns in its portfolio as
a shareholder in accordance with its views.
12. Issue any senior security, as defined in section 18(f) of the
1940 Act, except to the extent permitted by the 1940 Act.
13. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings as described in Limitation 2 above and
to the extent related to the purchase of securities on a when-issued or forward
commitment basis and the deposit of assets in escrow in connection with writing
covered put and call options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
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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 -50 Director Senior Managing Director, Chief
466 Lexington Avenue Operating Officer and Assistant
New York, NY 10017 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 -59 Director Senior Vice President, Fahnestock
110 Wall Street Co., Inc. (a registered
New York, NY 10005 broker-dealer); Prior to October
1996, Executive Vice President of
Gruntal & Co., Inc. (a registered
broker-dealer).
Francis J. McKay -61 Director Since 1963, Executive Vice
7701 Burholme Avenue President, Fox Chase Cancer Center
Philadelphia, PA 19111 (biomedical research and medical
care).
Marvin E. Sternberg -63 Director Since 1974, Chairman, Director and
937 Mt. Pleasant Road President, Moyco Industries, Inc.
Bryn Mawr, PA 19010 (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).
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Position Principal Occupation
Name and Address and Age with Fund During Past Five Years
- ------------------------ --------- ----------------------
Julian A. Brodsky -64 Director Director and Vice Chairman since
1234 Market Street 1969 Comcast Corporation (cable
16th Floor television and communications);
Philadelphia, PA 19107-3723 Director Comcast Cablevision of
Philadelphia (cable television and
communications) and Nextel
(wireless communications).
Donald van Roden -73 Director Self-employed businessman. From
1200 Old Mill Lane and Chairman of February 1980 to
Wyomissing, PA 19610 March 1987, Vice the Board Chairman,
SmithKline Beecham Corporation
(pharmaceuticals); Director, AAA
Mid-Atlantic (auto service);
Director, Keystone Insurance Co.
Edward J. Roach -74 President Certified Public Accountant; Vice
Suite 100 and Chairman of the Board, Fox Chase
Bellevue Park Treasurer Cancer Center; Trustee Emeritus,
Corporate Center Pennsylvania School for the Deaf;
400 Bellevue Parkway Trustee Emeritus, Immaculata
Wilmington, DE 19809 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 -59 Secretary Chairman of the law firm of
Drinker Biddle & Reath LLP Drinker Biddle & Reath LLP;
1345 Chestnut Street Director, Rocking Horse Child Care
Philadelphia, PA 19107-3496 Centers of America, Inc.
______________________
* Each of Mr. Sablowsky and Mr. Reichman are "interested persons" of RBB, as
that term is defined in the 1940 Act, by virtue of their positions with
Fahnestock Co., Inc. and Counsellors Securities, Inc., respectively, each a
registered broker-dealer.
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<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:
-16-
<PAGE>
DIRECTORS' COMPENSATION
-----------------------
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ESTIMATED
AGGREGATE ACCRUED AS ANNUAL
COMPENSATION PART OF FUND BENEFITS UPON
NAME OF PERSON/ POSITION FROM REGISTRANT EXPENSES RETIREMENT
- ------------------------ --------------- -------- ----------
<S> <C> <C> <C>
Julian A. Brodsky, $16,000 N/A N/A
Director
Francis J. McKay, $19,000 N/A N/A
Director
Arnold M. Reichman, $ 0 N/A N/A
Director
Robert Sablowsky, $ 8,000 N/A N/A
Director
Marvin E. Sternberg, $19,000 N/A N/A
Director
Donald van Roden, $24,000 N/A N/A
Director and Chairman
</TABLE>
_________________________
On October 24, 1990, RBB adopted, as a participating employer, the
Fund Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement
plan for employees (currently Edward J. Roach 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 Numeric or the Distributor currently receives
any compensation from RBB.
-17-
<PAGE>
INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS
ADVISORY AGREEMENTS
Numeric renders advisory services to the Fund pursuant to an Investment
Advisory Agreement. The Advisory Agreement relating to the Fund is dated
___________, 1998. Under the Advisory Agreement, Numeric is entitled to receive
a fee from the Fund calculated at an annual rate of 0.75% of the Fund's average
daily net assets. For the fiscal year ended August 31, 1999, Numeric intends to
waive its fees to the extent necessary to maintain an annualized expense ratio
for the Fund of 1.00%. There can be no assurance that Numeric will continue
such waivers indefinitely.
The Fund bears all of its own expenses not specifically assumed by Numeric.
General expenses of RBB not readily identifiable as belonging to a portfolio of
RBB are allocated among all investment portfolios by or under the direction of
RBB's Board of Directors in such manner as the Board determines to be fair and
equitable. Expenses borne by the Fund include, but are not limited to the
expenses listed in the prospectus and the following (or the Fund's share of the
following): (a) the cost (including brokerage commissions) of securities
purchased or sold by the Fund and any losses incurred in connection therewith;
(b) expenses of organizing RBB that are not attributable to a class of RBB; (c)
any costs, expenses or losses arising out of a liability of or claim for damages
or other relief asserted against RBB or the Fund for violation of any law; (d)
any extraordinary expenses; (e) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations; (f)
costs of mailing and tabulating proxies and costs of shareholders' and
directors' meetings; and (g) the cost of investment company literature and other
publications provided by RBB to its directors and officers. Distribution
expenses, transfer agency expenses, expenses of preparation, printing and
mailing prospectuses, statements of additional information, proxy statements and
reports to shareholders, and organizational expenses and registration fees,
identified as belonging to a particular class of RBB, are allocated to such
class.
Under the Advisory Agreements, Numeric will not be liable for any error of
judgment or mistake of law or for any loss suffered by RBB or the Fund in
connection with the performance of an Advisory Agreement, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Numeric in the performance of its duties or from reckless disregard of its
duties and obligations thereunder.
The Advisory Agreement for the Small Cap Value Fund was approved on
_______, 1998 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 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 Numeric. The Advisory Agreement for the Small Cap
Value Fund became effective on ___________, 1998 and was approved by written
consent of the sole shareholder of the Fund on ___________, 1998. The Advisory
Agreement terminates automatically in the event of assignment thereof.
-18-
<PAGE>
The Advisory Agreement provides that Numeric shall at all times have all
rights in and to the Fund's name and all investment models used by or on behalf
of the Fund. Numeric may use the Fund's name or any portion thereof in
connection with any other mutual fund or business activity without the consent
of any shareholder, and RBB has agreed to execute and deliver any and all
documents required to indicate its consent to such use.
The Advisory Agreement further provides that no public reference to, or
description of, Numeric or its methodology or work shall be made by RBB, whether
in the Prospectus, Statement of Additional Information or otherwise, without the
prior written consent of Numeric, which consent shall not be unreasonably
withheld. In each case, RBB has agreed to provide Numeric a reasonable
opportunity to review any such reference or description before being asked for
such consent.
CUSTODIAN AGREEMENTS
Custodial Trust Company ("CTC") is custodian of the N/I NUMERIC INVESTORS
Funds' (the "Funds") assets pursuant to custodian agreements dated as of May 20,
1996, as amended (the "Custodian Agreements"). Under the Custodian Agreements,
CTC (a) maintains a separate account or accounts in the name of each of the
Funds, (b) holds and transfers portfolio securities on account of each of the
Funds, (c) accepts receipts and makes disbursements of money on behalf of each
of the Funds, (d) collects and receives all income and other payments and
distributions on account of each of the Funds' portfolio securities and (e)
makes periodic reports to the RBB's Board of Directors concerning the Funds'
operations. CTC is authorized to select one or more banks or trust companies to
serve as sub-custodian on behalf of the Funds, provided that CTC remains
responsible for the performance of all its duties under the Custodian Agreements
and holds RBB harmless from the acts and omissions of any sub-custodian. For
its services to the Funds under the Custodian Agreements, CTC receives a fee
calculated at .015% of each Fund's average daily gross assets, with a minimum
monthly fee of $417 per Fund, exclusive of transaction charges and out-of-pocket
expenses, which are also charged to the Funds.
TRANSFER AGENCY AGREEMENTS
PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer and
dividend disbursing agent for the Funds pursuant to a Transfer Agency Agreement
dated August 16, 1988, as supplemented (collectively, the "Transfer Agency
Agreement"). Under the Transfer Agency Agreement, PFPC (a) issues and redeems
Shares of each of the Funds, (b) addresses and mails all communications by the
Funds to record owners of shares of the Funds, including reports to
shareholders, dividend and distribution notices and proxy materials for its
meetings of shareholders, (c) maintains shareholder accounts and, if requested,
sub-accounts and (d) makes periodic reports to RBB's Board of Directors
concerning the operations of the Funds. For its services to the Funds under the
Transfer Agency Agreement, PFPC receives a fee at the annual rate of $12 per
account for the Funds, exclusive of out-of-pocket expenses, and also receives
reimbursement of its out-of-pocket expenses.
-19-
<PAGE>
CO-ADMINISTRATION AGREEMENTS
Bear Stearns Funds Management Inc. ("BSFM") serves as co-administrator to
the Funds pursuant to Co-Administration Agreements dated April 24, 1996, as
amended, for each of the Funds (the "BSFM Co-Administration Agreements"). BSFM
has agreed to assist each of the Funds in all significant aspects of their
administration and operations. The BSFM Co-Administration Agreements provide
that BSFM shall not be liable for any error of judgment or mistake of law or any
loss suffered by RBB or the Funds in connection with the performance of the
agreement, except a loss resulting from willful misfeasance, bad faith or
negligence, or reckless disregard of its duties and obligations thereunder. In
consideration for providing services pursuant to the BSFM Co-Administration
Agreements, BSFM receives a fee with respect to each of the Funds calculated at
an annual rate of .05% of the first $150 million of each Fund's average daily
net assets and .02% on all assets above $150 million.
PFPC also serves as co-administrator to Funds pursuant to Co-Administration
Agreements dated as of April 24, 1996, as amended (the "PFPC Co-Administration
Agreements"). PFPC has agreed to calculate the Funds' net asset values, provide
all accounting services for the Funds and assist in related aspects of the
Funds' operations. The PFPC Co-Administration Agreements provide that PFPC shall
not be liable for any error of judgment or mistake of law or any loss suffered
by RBB or the Funds in connection with the performance of the agreement, except
a loss resulting from willful misfeasance, bad faith or negligence, or reckless
disregard of its duties and obligations thereunder. In consideration for
providing services pursuant to the PFPC Co-Administration Agreements, PFPC
receives a fee with respect to each of the Funds calculated at an annual rate of
.125% of each Fund's average daily net assets, exclusive of out-of-pocket
expenses and pricing charges. PFPC is currently waiving fees in excess of .115%
of each Fund's average daily net assets.
ADMINISTRATIVE SERVICES AGENT
Provident Distributors, Inc. ("PDI") provides certain administrative
services to the Fund that are not provided by BSFM or PFPC. These services
include furnishing corporate secretarial, data processing and clerical services,
acting as liaison between the Fund and various service providers and
coordinating the preparation of proxy statements and annual, semi-annual and
quarterly reports. As compensation for such administrative services, PDI is
entitled to a monthly fee calculated at the annual rate of .15% of the Fund's
average daily net assets. PDI is currently waiving fees in excess of .03% of
the Fund's average daily net assets.
DISTRIBUTOR
PDI serves as distributor of the Shares pursuant to the terms of a
distribution agreement dated as of May 29, 1998 (the "Distribution Agreement"),
entered into by PDI and RBB. No compensation is payable by RBB to PDI for
distribution services with respect to the Fund.
-20-
<PAGE>
FUND TRANSACTIONS
Subject to policies established by the Board of Directors, Numeric is
responsible for the execution of portfolio transactions and the allocation of
brokerage transactions for the Fund. In executing portfolio transactions,
Numeric seeks to obtain the best price and most favorable execution for the
Fund, taking into account such factors as the price (including the applicable
brokerage commission or dealer spread), size of the order, difficulty of
execution and operational facilities of the firm involved. While Numeric
generally seeks reasonably competitive commission rates, payment of the lowest
commission or spread is not necessarily consistent with obtaining the best price
and execution in particular transactions.
The Fund has no obligation to deal with any broker or group of brokers in
the execution of portfolio transactions. Numeric may, consistent with the
interests of the Fund and subject to the approval of the Board of Directors,
select brokers on the basis of the research, statistical and pricing services
they provide to the Fund and other clients of Numeric. Information and research
received from such brokers will be in addition to, and not in lieu of, the
services required to be performed by Numeric under its respective contracts. A
commission paid to such brokers may be higher than that which another qualified
broker would have charged for effecting the same transaction, provided that
Numeric, as applicable, determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
Numeric, as applicable, to the Fund and its other clients and that the total
commissions paid by the Fund will be reasonable in relation to the benefits to
the Fund over the long-term.
Corporate debt and U.S. Government securities and many small-cap stocks are
generally traded on the over-the-counter market on a "net" basis without a
stated commission, through dealers acting for their own account and not as
brokers. The Fund will primarily engage in transactions with these dealers or
deal directly with the issuer unless a better price or execution could be
obtained by using a broker. Prices paid to a dealer in debt or small-cap
securities will generally include a "spread," which is the difference between
the prices at which the dealer is willing to purchase and sell the specific
security at the time, and includes the dealer's normal profit.
Numeric may seek to obtain an undertaking from issuers of commercial paper
or dealers selling commercial paper to consider the repurchase of such
securities from the Fund prior to their maturity at their original cost plus
interest (sometimes adjusted to reflect the actual maturity of the securities),
if it believes that the Fund's anticipated need for liquidity makes such action
desirable. Any such repurchase prior to maturity reduces the possibility that
the Fund would incur a capital loss in liquidating commercial paper (for which
there is no established market), especially if interest rates have risen since
acquisition of the particular commercial paper.
Investment decisions for the Fund and for other investment accounts managed
by Numeric are made independently of each other in the light of differing
conditions. However, the same investment decision may occasionally be made for
two or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then averaged as to price
-21-
<PAGE>
and allocated as to amount according to a formula deemed equitable to each such
account. While in some cases this practice could have a detrimental effect upon
the price or value of the security as far as the Fund is concerned, in other
cases it is believed to be beneficial to the Fund. The Fund will not purchase
securities during the existence of any underwriting or selling group relating to
such security of which Numeric or any affiliated person (as defined in the 1940
Act) thereof is a member except pursuant to procedures adopted by RBB's Board of
Directors pursuant to Rule 10f-3 under the 1940 Act.
In no instance will portfolio securities be purchased from or sold to PDI,
PNC Bank or Numeric or any affiliated person of the foregoing entities except as
permitted by SEC exemptive order or by applicable law.
PURCHASE AND REDEMPTION INFORMATION
The Fund reserves the right, if conditions exist that 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 a
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that 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, the Fund may suspend the right to redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange (the "NYSE") is closed (other than customary weekend and
holiday closings), or during which trading on the NYSE is restricted, or during
which (as determined by the SEC by rule or regulation) an emergency exists as a
result of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (The Fund may
also suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)
In addition to the situations described in the Prospectus, the Fund may
redeem shares involuntarily to reimburse it for any loss sustained by reason of
the failure of a shareholder to make full payment for shares purchased by the
shareholder or to collect any charge relating to a transaction effected for the
benefit of a shareholder as provided in the Prospectus from time to time.
An illustration of the computation of the public offering price per share
of each of the Fund, based on the value of the Fund's net assets as of _______,
1998, is as follows:
-22-
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------
Small
Cap Value
---------
-----------------------------------------------------
<S> <C>
Net assets........................... $10.00
-----------------------------------------------------
Outstanding shares................... 1
-----------------------------------------------------
Net asset value per share............ $10.00
-----------------------------------------------------
Maximum sales charge................. --
-----------------------------------------------------
Maximum Offering Price to Public..... $10.00
=====================================================
</TABLE>
VALUATION OF SHARES
The net asset value per share of the Fund is calculated as of the close of
regular trading on the NYSE (generally 4:00 p.m. Eastern Time) on each Business
Day. "Business Day" means each weekday when the NYSE is open. Currently, the
NYSE is closed on New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day and on the preceding Friday or subsequent Monday when one of
those holidays falls on a Saturday or Sunday. Securities which are listed on
stock exchanges are valued at the last sale price on the day the securities are
valued or, lacking any sales on such day, at the mean of the bid and asked
prices available prior to the evaluation. In cases where securities are traded
on more than one exchange, the securities are generally valued on the exchange
designated by the Board of Directors as the primary market. Securities traded
in the over-the-counter market and listed on the National Association of
Securities Dealers Automatic Quotation System ("NASDAQ") are valued at the last
trade price listed on the NASDAQ at the close of regular trading (generally 4:00
p.m. Eastern Time); securities listed on NASDAQ for which there were no sales on
that day and other over-the-counter securities are valued at the mean of the bid
and asked prices available prior to valuation. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the direction of RBB's Board of Directors. The amortized
cost method of valuation may also be used with respect to debt obligations with
sixty days or less remaining to maturity. Net asset value per share is
calculated by adding the value of the Fund's securities, cash and other assets,
subtracting the actual and accrued liabilities of the Fund, and dividing the
result by the number of outstanding shares of the Fund.
In determining the approximate market value of portfolio investments, the
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
-23-
<PAGE>
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 or under the direction of
RBB's Board of Directors.
PERFORMANCE INFORMATION
TOTAL RETURN. For purposes of quoting and comparing the performance of the
Fund to that of other mutual funds and to stock or other relevant indices in
advertisements or in reports to shareholders, performance may be stated in terms
of total return. Under the rules of the Securities and Exchange Commission,
funds advertising performance must include total return quotes calculated
according to the following formula:
P(1 + T)/n/ = ERV
Where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value at the end of the 1, 5 or 10
year periods (or fractional portion thereof) of a
hypothetical $1,000 payment made at the beginning of
the 1, 5 or 10 year periods.
Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertisement for publication, and will cover
one, five and ten year periods or a shorter period dating from the effectiveness
of the Fund's registration statement. In calculating the ending redeemable
value, the maximum sales load is deducted from the initial $1,000 payment and
all dividends and distributions by the Fund are assumed to have been reinvested
at net asset value, as described in the Prospectus, on the reinvestment dates
during the period. Total return, or "T" in the formula above, is computed by
finding the average annual compounded rates of return over the 1, 5 and 10 year
periods (or fractional portion thereof) that would equate the initial amount
invested to the ending redeemable value. Any sales loads that might in the
future be made applicable at the time to reinvestments would be included as
would any recurring account charges that might be imposed by the Fund.
The formula for calculating aggregate total return is as follows:
ERV
Aggregate Total Return = [(----) - 1]
P
-24-
<PAGE>
The calculations are made assuming that (1) all dividends and capital
gain distributions are reinvested on the reinvestment dates at the price per
share existing on the reinvestment date, (2) all recurring fees charged to all
shareholder accounts are included, and (3) for any account fees that vary with
the size of the account, a mean (or median) account size in the Fund during the
periods is reflected. The ending redeemable value (variable "ERV" in the
formula) is determined by assuming complete redemption of the hypothetical
investment after deduction of all non-recurring charges at the end of the
measuring period.
PERFORMANCE. From time to time, the Fund may advertise its average annual
total return over various periods of time. These total return figures show the
average percentage change in value of an investment in the Fund from the
beginning of the measuring period to the end of the measuring period. The
figures reflect changes in the price of the Fund's shares assuming that any
income dividends and/or capital gain distributions made by the Fund during the
period were reinvested in shares of the Fund. Total return will be shown for
recent one-, five- and ten-year periods, and may be shown for other periods as
well (such as from commencement of the Fund's operations or on a year-by-year,
quarterly or current year-to-date basis).
When considering average total return figures for periods longer than one
year, it is important to note that the Fund's annual total return for one year
in the period might have been greater or less than the average for the entire
period. When considering total return figures for periods shorter than one
year, investors should bear in mind that the Fund seeks long-term appreciation
and that such return may not be representative of the Fund's return over a
longer market cycle. The Fund may also advertise aggregate total return figures
for various periods, representing the cumulative change in value of an
investment in the Fund for the specific period (again reflecting changes in the
Fund's share prices and assuming reinvestment of dividends and distributions).
Aggregate and average total returns may be shown by means of schedules, charts
or graphs, may indicate various components of total return (i.e., change in
value of initial investment, income dividends and capital gain distributions)
and would be quoted separately for each class of the Fund's shares.
-25-
<PAGE>
Investors should note that total return figures are based on historical
earnings and are not intended to indicate future performance.
In reports or other communications to investors or in advertising material,
the Fund may describe general economic and market conditions affecting the Fund
and may compare its performance with (1) that of other mutual funds as listed in
the rankings prepared by Lipper Analytical Services, Inc. or similar investment
services that monitor the performance of mutual funds or as set forth in the
publications listed below; (2) with their benchmark indices, as well as the S&P
500 or (3) other appropriate indices of investment securities or with data
developed by Numeric derived from such indices. Performance information may
also include evaluation of the 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.
In reports or other communications to investors or in advertising, the Fund
may also describe the general biography or work experience of the portfolio
managers of the Fund and may include quotations attributable to the portfolio
managers describing approaches taken in managing the Fund's investments,
research methodology, underlying stock selection or the Fund's investment
objective. The Fund may also discuss the continuum of risk and return relating
to different investments, and the potential impact of foreign stock on a
portfolio otherwise composed of domestic securities. In addition, the Fund may
from time to time compare its expense ratio to those of investment companies
with similar objective and policies, as advertised by Lipper Analytical
Services, Inc. or similar investment services that monitor mutual funds.
TAXES
The following is only a summary of certain additional tax
considerations generally affecting the 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 in this Statement of Additional Information and in the Prospectus is
not intended as a substitute for careful tax planning. Investors are urged to
consult their tax advisers with specific reference to their own tax situation.
The Fund has elected to be taxed as a regulated investment company
under Part I of Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue
Code of 1986, as amended (the "Code"). As a regulated investment company, 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-
-26-
<PAGE>
exempt interest income, if any, for the year (the "Distribution Requirement")
and satisfies certain other requirements of the Code that are described below.
Distributions of investment company taxable income made during the taxable year
or, under specified circumstances, within twelve months after the close of the
taxable year will satisfy the Distribution Requirement.
In addition to the foregoing requirements, at the close of each
quarter of the Fund's 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 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 a Fund for any taxable year,
determined by excluding any net capital loss or net long-term capital loss
attributable to transactions occurring after October 31 of such year and by
treating any such loss as if it arose on the first day of the following taxable
year. Such distributions will be designated as capital gain dividends in a
written notice mailed by the Fund to shareholders not later than 60 days after
the close of the Fund's taxable year.
In the case of shareholders that are corporations, distributions
(other than capital gain dividends) of the Fund for any taxable year generally
qualify for the dividends received deduction to the extent of the gross amount
of "qualifying dividends" received by the Fund for the year. Generally, a
dividend will be treated as a "qualifying dividend" if it has been received from
a domestic corporation. Distributions of net investment income received by the
Fund from investments in debt securities will be taxable to shareholders as
ordinary income and will not be treated as "qualifying dividends" for purposes
of the dividends received deduction. The Fund will designate the portion, if
any, of the distribution made by the Fund that qualifies for the
-27-
<PAGE>
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 were to fail to qualify as a
regulated investment company, all of its taxable income would be subject to tax
at regular corporate rates without any deduction for distributions to
shareholders, and all distributions would be taxable as ordinary dividends to
the extent of the Fund's current and accumulated earnings and profits. Such
distributions would be eligible for the dividends received deduction in the case
of corporate shareholders.
A shareholder will recognize gain or loss upon a redemption of shares
or an exchange of shares of the Fund for shares of another N/I NUMERIC INVESTORS
Fund upon exercise of the exchange privilege, to the extent of any difference
between the price at which the shares are redeemed or exchanged and the price or
prices at which the shares were originally purchased for cash. However, any
loss realized on a sale of shares of 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.
The Code imposes a nondeductible 4% excise tax on regulated investment
companies that do not distribute with respect to each calendar year an amount
equal to 98% of their ordinary income for the calendar year plus 98% of their
capital gain net income for the 1-year period ending on October 31 of such
calendar year. The balance of such income must be distributed during the next
calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Investors should note that a Fund may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.
The Fund will be required in certain cases to withhold and remit to
the United States Treasury 31% of dividends paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend income properly, or (3) who has
failed to certify to the Fund that he is not subject to backup withholding or
that he is an "exempt recipient."
The foregoing general discussion of federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although the Fund expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or
-28-
<PAGE>
independent contractors are located or in which it is otherwise deemed to be
conducting business, the Fund may be subject to the tax laws of such states or
localities.
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which ___ 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 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
-29-
<PAGE>
classified as Class QQ Common Stock (Boston Partners Institutional Large Cap),
100 million shares are classified as Class RR Common Stock (Boston Partners
Investor Large Cap), 100 million shares are classified as Class SS Common Stock
(Boston Partners Advisor Large Cap), 100 million shares are classified as Class
TT Common Stock (Boston Partners Investor Mid Cap), 100 million shares are
classified as Class UU Common Stock (Boston Partners Institutional Mid Cap), 100
million shares are classified as Class VV Common Stock (Boston Partners
Institutional Bond), 100 million shares are classified as Class WW Common Stock
(Boston Partners Investor Bond), 50 million shares are classified as Class XX
Common Stock (n/i Numeric Investors Larger Cap Value), 100 million shares are
classified as Class YY Common Stock (Schneider Capital Management Small Cap
Value), 100 million shares are classified as Class ZZ Common Stock (BEA
Institutional Long-Short Market Neutral), 100 million shares of Class AAA Common
Stock (BEA Advisor Long-Short Market Neutral), 100 million shares are classified
as Class BBB Common Stock (BEA Institutional Long-Short Equity), 100 million
shares of Class CCC Common Stock (BEA Advisor Long-Short Equity), 100 million
shares are classified as Class DDD Common Stock (Boston Partners Institutional
Micro Cap), 100 million shares are classified as Class EEE Common Stock (Boston
Partners Investors Micro Cap), 100 million shares are classified as Class FFF
Common Stock (BEA Institutional Select Economic Value Equity), 100 million
shares are classified as Class GGG Common Stock (BEA Advisor Select Economic
Value Equity), 100 million shares are classified as Class HHH Common Stock (BEA
Advisor U.S. Core Equity), 100 million shares are classified as Class III Common
Stock (Boston Partners Institutional Market Neutral), 100 million shares are
classified as Class JJJ Common Stock (Boston Partners Investor Market Neutral),
100 million shares are classified as Class KKK Common Stock (Boston Partners
Institutional Long-Short Equity) 100 million shares are classified as Class LLL
common stock (Boston Partners Investor Long-Short Equity), 100 million shares
are classified as Class MMM Common Stock (n/i Small Cap Value), 700 million
shares are classified as Class Janney Money Common Stock (Money), 200 million
shares are classified as Class Janney Municipal Money Common Stock (Municipal
Money), 500 million shares are classified as Class Janney Government Money
Common Stock (Government Money), 100 million shares are classified as Class
Janney N.Y. Municipal Money Common Stock (N.Y. Money), 1 million shares are
classified as Class Beta 1 Common Stock (Money), 1 million shares are classified
as Class Beta 2 Common Stock (Municipal Money), 1 million shares are classified
as Class Beta 3 Common Stock (Government Money), 1 million shares are classified
as Class Beta 4 Common Stock (N.Y. Money), 1 million shares are classified as
Gamma 1 Common Stock (Money), 1 million shares are classified as Gamma 2 Common
Stock (Municipal Money), 1 million shares are classified as Gamma 3 Common Stock
(Government Money), 1 million shares are classified as Gamma 4 Common Stock
(N.Y. Money), 1 million shares are classified as Delta 1 Common Stock (Money), 1
million shares are classified as Delta 2 Common Stock (Municipal Money), 1
million shares are classified as Delta 3 Common Stock (Government Money), 1
million shares are classified as Delta 4 Common Stock (N.Y. Money), 1 million
shares are classified as Epsilon 1 Common Stock (Money), 1 million shares are
classified as Epsilon 2 Common Stock (Municipal Money), 1 million shares are
classified as Epsilon 3 Common Stock (Government Money), 1 million shares are
classified as Epsilon 4 Common Stock (N.Y. Money), 1 million shares are
classified as Zeta 1 Common Stock (Money), 1 million shares are classified as
Zeta 2 Common Stock (Municipal Money), 1 million shares are classified as Zeta 3
Common Stock (Government
-30-
<PAGE>
Money), 1 million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1
million shares are classified as Eta 1 Common Stock (Money), 1 million shares
are classified as Eta 2 Common Stock (Municipal Money), 1 million shares are
classified as Eta 3 Common Stock (Government Money), 1 million shares are
classified as Eta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Theta 1 Common Stock (Money), 1 million shares are classified as Theta 2
Common Stock (Municipal Money), 1 million shares are classified as Theta 3
Common Stock (Government Money), and 1 million shares are classified as Theta 4
Common Stock (N.Y. Money). Shares of the Class MMM Common Stock constitute the
n/i numeric investors Small Cap Value Fund. 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 Janney Montgomery Scott Money Family, the n/i numeric investors
family of funds, the Boston Partners Family, the Schneider Family, the Select
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; Bedford
Family represents interests in the Money Market, Municipal Money Market,
Government Obligations Money Market and New York Municipal Money Market Funds;
the N/I NUMERIC INVESTORS family of funds represents interests in five non-money
market portfolios; the Boston Partners Family represents interest in six non-
money market portfolios; the Schneider Family represents interests in one non-
money market portfolio; the Janney Montgomery Scott Family and the Select, 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.
ADDITIONAL INFORMATION CONCERNING FUND SHARES
RBB does not currently intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. RBB's amended By-
Laws provide that shareholders collectively owning at least ten percent of the
outstanding shares of all classes of Common Stock of RBB have the right to call
for a meeting of shareholders to consider the removal of one or more directors.
To the extent required by law, RBB will assist in shareholder communication in
such matters.
Holders of shares of each class of RBB will vote in the aggregate and not
by class on all matters, except where otherwise required by law. Further,
shareholders of RBB will vote in the aggregate and not by portfolio except as
otherwise required by law or when the Board of Directors determines that the
matter to be voted upon affects only the interests of the shareholders of a
particular portfolio. Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted by the provisions of such Act or applicable state law,
or otherwise, to the holders of the outstanding voting securities of an
investment company such as RBB shall not
-31-
<PAGE>
be deemed to have been effectively acted upon unless approved by the holders of
a majority of the outstanding voting securities, as defined in the 1940 Act, of
each portfolio affected by the matter. Rule 18f-2 further provides that a
portfolio shall be deemed to be affected by a matter unless it is clear that the
interests of each portfolio in the matter are identical or that the matter does
not affect any interest of the portfolio. Under the Rule, the approval of an
investment advisory agreement or any change in a fundamental investment policy
would be effectively acted upon with respect to a portfolio only if approved by
the holders of a majority of the outstanding voting securities (as defined by
the 1940 Act) of such portfolio. However, the Rule also provides that the
ratification of the selection of independent public accountants, the approval of
principal underwriting contracts and the election of directors are not subject
to the separate voting requirements and may be effectively acted upon by
shareholders of an investment company voting without regard to portfolio.
Notwithstanding any provision of Maryland law requiring a greater vote of
shares of RBB's common stock (or of any class voting as a class) in connection
with any corporate action, unless otherwise provided by law or by RBB's Charter,
RBB may take or authorize such action upon the favorable vote of the holders of
more than 50% of all of the outstanding shares of Common Stock entitled to vote
on the matter voting without regard to class (or portfolio). The name "N/I
NUMERIC INVESTORS" may be used in the name of other portfolios managed by
Numeric.
MISCELLANEOUS
COUNSEL. The law firm of Drinker Biddle & Reath LLP, 1100 Philadelphia
National Bank Building, 1345 Chestnut Street, Philadelphia, Pennsylvania 19107-
3496, serves as counsel to RBB and RBB's non-interested directors.
INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, 2400 Eleven Penn
Center, Philadelphia, Pennsylvania 19103, serves as RBB's independent
accountants.
CONTROL PERSONS. As of August 28, 1998, to RBB's knowledge, the following
named persons at the addresses shown below owned of record approximately 5% or
more of the total outstanding shares of the class of RBB indicated below. See
"Description of Shares" above. RBB does not know whether such persons also
beneficially own such shares.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
BEA INT'L EQUITY - Employees Ret Plan Marshfield Clini 7.23%
INSTITUTIONAL 1000 N. Oak Avenue
Marshfield, WI 54449-5772
- ----------------------------------------------------------------------------------------------
Indiana University Foundation 5.05%
Attn: Walter L. Koon, Jr.
P.O. Box 500
- ----------------------------------------------------------------------------------------------
</TABLE>
-32-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Bloomington, IN 47402-0500
- ---------------------------------------------------------------------------------------------------------
BEA EMERGING MARKETS Wachovia Bank North Carolina 47.78%
EQUITY - INSTITUTIONAL Trust Carolina Power & Light Co.
Supplemental Retirement Trust
P.O. Box 3073
301 N. Main Street, MC NC 31057
Winston-Salem, NC 27101-3819
- ---------------------------------------------------------------------------------------------------------
Clariden Bank 6.93%
Clariden Str. 26
CH-8002 Zurich
Switzerland
- ---------------------------------------------------------------------------------------------------------
National Academy of Sciences 5.36%
2101 Constitution Ave. NW
Washington, DC 20418-0006
- ---------------------------------------------------------------------------------------------------------
Arkansas Public Emp. Retirement Syst. 32.00%
124 W. Capitol Ave.
Little Rock, AR 72201-3704
- ---------------------------------------------------------------------------------------------------------
BEA LONG-SHORT MARKET Michael A. Wall TTEE 95.80%
NEUTRAL- INSTITUTIONAL Michael A. Wall Trust
U/A DTD 12/29/1997
P.O. Box 4579
Jackson, WY 83001-4579
- ---------------------------------------------------------------------------------------------------------
BEA SELECT ECONOMIC VALUE Patterson & Co. 91.54%
EQUITY-INSTITUTIONAL P.O. Box 7829
Philadelphia, PA 19101-7829
- ---------------------------------------------------------------------------------------------------------
BEA Associates 5.56%
FAO Pension Trust
153 E. 53/rd/ St.
New York, NY 10022-4611
- ---------------------------------------------------------------------------------------------------------
BEA U.S. CORE EQUITY - Werner & Pfleiderer Pension Plan 8.91%
INSTITUTIONAL Employees
663 E. Crescent Ave.
Ramsey, NJ 07446-1287
---------------------------------------------------------------------------------------------------------
Credit Suisse Private Banking Dividend 8.98%
Reinvest Plan
C/o Credit Suisse Pvt Bkg
12 E. 49/th/ St., 40/th/ Floor
New York, NY 10017-1028
- ---------------------------------------------------------------------------------------------------------
Washington Hebrew Congregation 16.18%
3935 Macomb St., NW
Washington, DC 20016-3799
- ---------------------------------------------------------------------------------------------------------
</TABLE>
-33-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Fleet National Bank Trst. 8.02%
Hospital St. Raphael Malpractice
Attn: 1958875010
P.O. Box 92800
Rochester, NY 14692-8900
- ---------------------------------------------------------------------------------------------------------
Patterson & Co. 32.75%
P.O. Box 7829
Philadelphia, PA 19101-7829
- ---------------------------------------------------------------------------------------------------------
FTC & Co. 6.14%
Attn. Datalynx # House Acct.
P.O. Box 173736
Denver, CO 80217-3736
- ---------------------------------------------------------------------------------------------------------
Sema & Co. 5.14%
12 E. 49/th/ St. - Fl. 41
New York, NY 10017-1028
- ---------------------------------------------------------------------------------------------------------
BEA U.S. CORE FIXED The Northern Trust Company TTEE 12.80%
INCOME - INSTITUTIONAL Uniroyal Holdings Bond Fund
c/o Uniroyal Holding Inc.
70 Great Hill Road
Naugatuck, CT 06770-2224
---------------------------------------------------------------------------------------------------------
Winifred Masterson Burke Foundation 6.17%
785 Mamaroneck Ave.
White Plains, NY 10605-2593
- ---------------------------------------------------------------------------------------------------------
New England UFCW & Employers' Pension 11.86%
Fund Board of Trustees
161 Forbes Rd, Ste. 201
Braintree, MA 02184-2606
- ---------------------------------------------------------------------------------------------------------
BEA STRATEGIC GLOBAL Sunkist Master Trust 52.73%
FIXED INCOME FUND 14130 Riverside Dr.
Sherman Oaks, CA 91423-2392
---------------------------------------------------------------------------------------------------------
Patterson & Co. 37.70%
P.O. Box 7829
Philadelphia, PA 19101-7829
- ---------------------------------------------------------------------------------------------------------
State St. Bank & Trust TTEE 5.48%
Fenway Holdings LLC Master Trust
P.O. Box 470
Boston, MA 02102-0470
- ---------------------------------------------------------------------------------------------------------
</TABLE>
-34-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
BEA HIGH YIELD- Carl F Besenbach 18.35%
INSTITUTIONAL Trst Michelin North America Inc.
Master Trust
P.O. Box 19001
Greenville, SC 29602-9001
- ---------------------------------------------------------------------------------------------------------
Southdown Inc. Pension Pl 9.61%
Mac & Co A/C SDIF8575302
Mutual Fund Operations
P.O. Box 3l98
Pittsburgh, PA 15230-3198
- ---------------------------------------------------------------------------------------------------------
Edward J. Demske TTEE 5.54%
Miami University Foundation
202 Roudebush Hall
Oxford, OH 45056
- ---------------------------------------------------------------------------------------------------------
Fidelity Investments Institutional 16.89%
Operations Co. Inc. as Agent for
Certain Employee Benefits Plan
100 Magellan Way #KWIC
Covington, KY 41015-1987
- ---------------------------------------------------------------------------------------------------------
MAC & CO A/C CSBF8605082 5.18%
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
- ---------------------------------------------------------------------------------------------------------
BEA MUNI BOND - Arnold Leon 12.59%
INSTITUTIONAL c/o Fiduciary Trust Company
P.O. Box 3199 Church Street Station
New York, NY 10008-3199
- ---------------------------------------------------------------------------------------------------------
William A. Marquard 36.03%
2199 Maysville Rd.
Carlisle, KY 40311-9716
- ---------------------------------------------------------------------------------------------------------
Leo Bogart 5.21%
135 Central Park West 9N
New York, NY 10023-2465
- ---------------------------------------------------------------------------------------------------------
Howard Isermann 8.86%
9 Tulane Dr.
Livingston, NJ 07039-6212
- ---------------------------------------------------------------------------------------------------------
BEA INT'L EQUITY ADVISOR TRANSCORP 9.45%
FBO William E Burns
P.O. Box 6535
Englewood, CO 80155-6535
- ---------------------------------------------------------------------------------------------------------
Charles Schwab & Co. 8.53%
Special Custody Account for the
Exclusive Benefit of Customers
101 Montgomery Street
San Francisco, CA 94104-4122
- ---------------------------------------------------------------------------------------------------------
Bob & Co. 76.46%
P.O. Box 1809
Boston, MA 02105-1809
- ---------------------------------------------------------------------------------------------------------
</TABLE>
-35-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
BEA EMERGING MARKETS SEMA & Co. 97.75%
EQUITY - ADVISOR 12E 49th St. Fl. 41
New York, NY 10017-1028
- --------------------------------------------------------------------------------------------------
BEA GLOBAL TELE- E. M. Warburg Pincus & Co. Inc. 18.48%
COMMUNICATIONS -ADVISOR Attn: Sandra Correale
466 Lexington Ave.
New York, NY 10017-3140
- --------------------------------------------------------------------------------------------------
Charles Schwab & Co. 14.52%
Special Custody Account for the
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------------------------
William W. Priest 5.03%
2 E. 70/th/ St. #5
New York, NY 10021-4913
- --------------------------------------------------------------------------------------------------
FTC & Co. 25.50%
Attn: DATALYNX #148
P.O. Box 173736
Denver, CO 80217-3736
- --------------------------------------------------------------------------------------------------
BEA HIGH YIELD - ADVISOR Charles Schwab & Co. 83.14%
Special Custody Account for the
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
- --------------------------------------------------------------------------------------------------
Richard A. Wilson TTEE 14.19%
E. Francis Wilson TTEE
The Wilson Family Trust
U/A 11/1/95
7612 March Ave.
West Hills, CA 91304-5232
- --------------------------------------------------------------------------------------------------
CASH PRESERVATION MONEY Jewish Family and Children's Agency of 47.10%
MARKET Phil Capital Campaign
Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103
- --------------------------------------------------------------------------------------------------
Marian E. Kunz 12.60%
52 Weiss Ave.
Flourtown, PA 19031
- --------------------------------------------------------------------------------------------------
</TABLE>
-36-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
SAMSON STREET MONEY MARKET Saxon and Co. 78.00%
FBO Paine Webber
A/C 32 32 400 4000038
P.O. Box 7780 1888
Phila., PA 19182
- --------------------------------------------------------------------------------------------------
Wasner & Co. for Account of 21.20%
Paine Webber and Managed Assets Sundry
Holdings
Attn: Joe Domizio
76 A 260 ABC 200 Stevens Drive
Lester, PA 19113
- --------------------------------------------------------------------------------------------------
CASH PRESERVATION Gary L. Lange 36.70%
MUNICIPAL MONEY MARKET and Susan D. Lange
JT TEN
1354 Shady Knoll Ct.
Longwood, FL 32750
- --------------------------------------------------------------------------------------------------
Andrew Diederich 6.70%
Doris Diederich
JT TEN
1003 Lindeman
Des Peres, MO 63131
- --------------------------------------------------------------------------------------------------
Kenneth Farwell 12.10%
and Valerie Farwell
3854 Sullivan
St. Louis, MO 63107
- --------------------------------------------------------------------------------------------------
Gwendolyn Haynes 5.40%
2757 Geyer
St. Louis, MO 63104
- --------------------------------------------------------------------------------------------------
Emil R. Hunter and 7.60%
Mary J. Hunter JT TEN
428 W. Jefferson
Kirkwood, MO 63122
- --------------------------------------------------------------------------------------------------
N/I MICRO CAP FUND Charles Schwab & Co. Inc 14.00%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- --------------------------------------------------------------------------------------------------
</TABLE>
-37-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Janis Claflin, Bruce Fetzer and 5.20%
Winston Franklin, Robert Lehman Trst
the John E. Fetzer Institute, Inc.
U/A DTD 06-1992
Attn: Christina Adams
9292 West KL Ave.
Kalamazoo, MI 49009
- --------------------------------------------------------------------------------------------------
Public Inst. For Social Security 7.30%
1001 19th St., N. 16/th/ Flr.
Arlington, VA 22209
- --------------------------------------------------------------------------------------------------
Portland General Holdings Inc. 16.60%
DTD 01/29/90
Attn: William J. Valach
121 S.W. Salmon St.
Portland, OR 97202
- --------------------------------------------------------------------------------------------------
State Street Bank and Trust Company 8.50%
FBO Yale Univ. Ret. Pln for Staff Emp
State Street Bank & Tr Co. Master Tr.
Div
Attn: Kevin Sutton
Solomon Williard Bldg. One Enterprise
Dr.
North Quincy, MA 02171
- --------------------------------------------------------------------------------------------------
N/I GROWTH FUND Charles Schwab & Co. Inc 18.60%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- --------------------------------------------------------------------------------------------------
Citibank North America Inc. 20.60%
Trst Sargent & Lundy Retirement Trust
DTD 06/01/96
Mutual Fund Unit
Bld. B Floor 1 Zone 7
3800 Citibank Center Tampa
Tampa, FL 33610-9122
- --------------------------------------------------------------------------------------------------
U.S. Equity Investment Portfolio LP 6.20%
1001 N. US Hwy One Suite 800
Jupiter, FL 33477
- --------------------------------------------------------------------------------------------------
</TABLE>
-38-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Union Bank of California 5.20%
Trst Sunkist Growers-Match-Svgspln
Trst No. 610001154-03
Mutual Funds Dept. P.O. Box 109
San Diego, CA 92112
- --------------------------------------------------------------------------------------------------
N/I GROWTH AND VALUE FUND Charles Schwab & Co. Inc. 21.80%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- --------------------------------------------------------------------------------------------------
The John E. Fetzer Institute Inc. 7.80%
Attn: Christina Adams
9292 W. KL Ave.
Kalamazoo, MI 49009
- --------------------------------------------------------------------------------------------------
Bankers Trust Cust Pge-Enron Foundation 5.40%
Attn: Procy Fernandez
300 S. Grand Ave. 40/th/ Floor
Los Angeles, CA 90071
- --------------------------------------------------------------------------------------------------
N/I LARGER CAP VALUE FUND Charles Schwab & Co. Inc 18.60%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- --------------------------------------------------------------------------------------------------
Bank of America NT & SA 17.90%
FBO Community Hospital Central Cal Pn Pl
A/C 10-35-155-2048506
Attn: Mutual Funds 38615
P.O. Box 513577
Los Angeles, CA 90051
- --------------------------------------------------------------------------------------------------
The John E. Fetzer Institute, Inc. 47.40%
Attn. Christina Adams
9292 W. KL Ave.
Kalamazoo, MI 49009
- --------------------------------------------------------------------------------------------------
BOSTON PARTNERS LARGE CAP Dr. Janice B. Yost 16.90%
FUND INST SHARES Trst Mary Black Foundation Inc.
Bell Hill - 945 E. Main St.
Spartanburg, SC 29302
- --------------------------------------------------------------------------------------------------
</TABLE>
-39-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Saxon And Co. 6.20%
FBO UJF Equity Funds
AC 10-01-001-0578481
P.O. Box 7780-1888
Philadelphia, PA 19182
- -------------------------------------------------------------------------------------------------------
Irving Fireman's Relief & Ret Fund 7.60%
Attn: Edith Auston
825 W. Irving Blvd.
Irvin, TX 75060
- -------------------------------------------------------------------------------------------------------
Wells Fargo Bank 6.80%
Trst Stoel Rives
Tr 008125
P.O. Box 9800
Calabasas, CA 91308
- -------------------------------------------------------------------------------------------------------
James B. Beam 6.40%
Trst World Publishing Co Pft Shr Trust
P.O. Box 1511
Wenatchee, WA 98807
- -------------------------------------------------------------------------------------------------------
Swanee Hunt and Charles Ansbacher 8.20%
Trst The Swanee Hunt Family Fund
C/o Elizabeth Alberti
168 Brattle St.
Cambridge, MA 02138
- -------------------------------------------------------------------------------------------------------
Swanee Hunt and Charles Ansbacher 6.30%
Trst The Hunt Alternatives Fund
C/o Elizabeth Alberti
168 Brattle St.
Cambridge, MA 02138
- -------------------------------------------------------------------------------------------------------
Samuel Gary and Ronald Williams 7.20%
And David Younggren
Trst Gary Tax Advantaged PRO+ PSP
370 17/th/ St. Suite 5300
Denver, CO 80202
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS LARGE CAP National Financial Services Corp. 17.60%
FUND INVESTOR SHARES For the Exclusive Bene of Our Customers
Attn: Mutual Funds 5/th/ Floor
200 Liberty St I World Financial Center
New York, NY 10281
- -------------------------------------------------------------------------------------------------------
</TABLE>
-40-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles Schwab & Co. Inc. 74.50%
Special Custody Account for the Benefit
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS MID CAP Donaldson Lufkin & Jenrette 11.50%
VALUE FUND INST. SHARES Securities Corporation
Attn: Mutual Funds
P.O. Box 2052
Jersey City, NJ 07303
- -------------------------------------------------------------------------------------------------------
North American Trst. Co. 5.80%
FBO Cooley Godward
P.O. Box 84419
San Diego, CA 92138
- -------------------------------------------------------------------------------------------------------
John Carroll University 6.70%
20700 N. Park Blvd.
University Heights, OH 44118
- -------------------------------------------------------------------------------------------------------
MAC & CO. 9.50%
A/C BPHF 3006002
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
- -------------------------------------------------------------------------------------------------------
ISTCO 6.80%
P.O. Box 523
Belleville, IL 62222-0523
- -------------------------------------------------------------------------------------------------------
Coastal Insurance Enterprises Inc. 8.70%
Attn: Chris Baldwin
P.O. Box 240429
Montgomery AL 36124
- -------------------------------------------------------------------------------------------------------
Healthcare Workers Compensation Fund 6.00%
Attn: Chris Baldwin
P.O. Box 240429
Montgomery AL 36124
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS MID CAP National Financial Svcs Corp. for 12.50%
VALUE FUND INV SHARES Exclusive Bene of Our Customers Sal
Vella
200 Liberty St.
New York, NY 10281
- -------------------------------------------------------------------------------------------------------
</TABLE>
-41-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles Schwab & Co. Inc. 46.00%
Special Custody Account for Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
George B. Smithy, Jr 5.20%
38 Greenwood Rd.
Wellesley, MA 02181
- -------------------------------------------------------------------------------------------------------
Jupiter & Co. 6.00%
c/o Investors Bank
P.O. Box 9130 FPG 90
Boston, MA 02010
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS BOND FUND Boston Partners Asset Mgmt LP 35.10%
INSTITUTIONAL SHARES One Financial Center 43/rd/ Fl.
Boston, MA 02111
------------------------------------------------------------------------------------------------------
Chiles Foundation 16.70%
111 S.W. Fifth Ave.
4010 US Bancorp Tower
Portland, OR 97204
- -------------------------------------------------------------------------------------------------------
The Roman Catholic Diocese of 39.10%
Raleigh, NC
General Endowment
715 Nazareth St.
Raleigh, NC 27606
- -------------------------------------------------------------------------------------------------------
The Roman Catholic Diocese of 9.00%
Raleigh, NC
Clergy Trust
715 Nazareth St.
Raleigh, NC 27606
- -------------------------------------------------------------------------------------------------------
BOSTON PARTNERS BOND FUND Charles Schwab & Co. Inc 77.00%
INVESTOR SHARES Special Custody Account for Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------
Donaldson Lufkin & Jenrette 5.10%
Securities Corporation
Attn: Mutual Funds
P.O. Box 2052
Jersey City, NJ 07303
- -------------------------------------------------------------------------------------------------------
</TABLE>
-42-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Stephen W. Hamilton 15.30%
17 Lakeside Ln
N. Barrington, IL 60010
- ---------------------------------------------------------------------------------------------------------------
BOSTON PARTNERS Desmond J. Heathwood 6.80%
MICRO CAP VALUE 41 Chestnut St.
FUND- INSTITUTIONAL Boston, MA 02108
SHARES
- ---------------------------------------------------------------------------------------------------------------
Boston Partners Asset Management LP 67.70%
One Financial Center
43/rd/ Floor
Boston, MA 02111
- ---------------------------------------------------------------------------------------------------------------
Wayne Archambo 6.80%
42 DeLopa Circle
Westwood, MA 02090
- ---------------------------------------------------------------------------------------------------------------
David M. Dabora 6.80%
11 White Plains Ct.
San Anselmo, CA 94960
- ---------------------------------------------------------------------------------------------------------------
BOSTON PARTNERS National Financial Services Corp. 34.90%
MICRO CAPVALUE For the Exclusive Bene of our Customers
FUND- INVESTOR Attn. Mutual Funds 5/th/ Floor
SHARES 200 Liberty St.
1 World Financial Center
New York, NY 10281
- ---------------------------------------------------------------------------------------------------------------
Scott J. Harrington 62.10%
54 Torino Ct.
Danville, CA 94526
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
As of the same date, directors and officers as a group owned less than
one percent of the shares of the Fund.
BANKING LAWS. Banking laws and regulations currently prohibit a bank
holding company registered under the Federal Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing, controlling
or distributing the shares of a registered, open-end investment company
continuously engaged in the issuance of its shares, and prohibit banks generally
from underwriting securities, but such banking laws and regulations do not
prohibit such a holding company or affiliate or banks generally from acting as
investment adviser, administrator, transfer agent or custodian to such an
investment company, or from purchasing shares of such a company as agent for and
upon the order of customers. BIMC, PNC Bank and other institutions that are
banks or bank affiliates are subject to such banking laws and regulations.
-43-
<PAGE>
BIMC and PNC Bank believe they may perform the services for the Fund
contemplated by their respective agreements with RBB without violation of
applicable banking laws or regulations. It should be noted, however, that there
have been no cases deciding whether bank and non-bank subsidiaries of a
registered bank holding company may perform services comparable to those that
are to be performed by these companies, and future changes in either federal or
state statutes and regulations relating to permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of present and future statutes and regulations,
could prevent these companies from continuing to perform such services for RBB.
If such were to occur, it is expected that the Board of Directors would
recommend that RBB enter into new agreements or would consider the possible
termination of RBB. Any new advisory or sub-advisory agreement would normally
be subject to shareholder approval. It is not anticipated that any change in
RBB's method of operations as a result of these occurrences would affect its net
asset value per share or result in a financial loss to any shareholder.
SHAREHOLDER APPROVALS. As used in this Statement of Additional
Information and in the Prospectuses, "shareholder approval" and a "majority of
the outstanding shares" of a class, series or Portfolio means, with respect to
the approval of an investment advisory agreement, a distribution plan or a
change in a fundamental investment limitation, the lesser of (1) 67% of the
shares of the particular class, series or Portfolio represented at a meeting at
which the holders of more than 50% of the outstanding shares of such class,
series or Portfolio are present in person or by proxy, or (2) more than 50% of
the outstanding shares of such class, series or Portfolio.
-44-
<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 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.
-45-
<PAGE>
"Prime-2" - Issuers (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
"Prime-3" - Issuers (or supporting institutions) have an acceptable
ability for repayment of senior short-term debt obligations. The 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.
"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
-46-
<PAGE>
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; and interest-
only and principal-only mortgage securities. The absence of an "r" symbol
should not be taken as an indication that an obligation will exhibit no
volatility or variability in total return.
The following summarizes the ratings used by Moody's for corporate long-
term debt:
"Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
-47-
<PAGE>
"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 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.
-48-
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Not Applicable
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(1) (a) Articles of Incorporation of Registrant. 1
(b) Articles Supplementary of Registrant. 1
(c) Articles of Amendment to Articles of Incorporation of Registrant. 2
(d) Articles Supplementary of Registrant. 2
(e) Articles Supplementary of Registrant. 5
(f) Articles Supplementary of Registrant. 6
(g) Articles Supplementary of Registrant. 9
(h) Articles Supplementary of Registrant. 10
(i) Articles Supplementary of Registrant. 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 Registrant. 28
(t) Articles Supplementary of Registrant. 28
(u) Articles Supplementary of Registrant. 37
(v) Form of Articles Supplementary relating to the Boston Partners 37
Market Neutral Fund (Institutional and Investor Classes) and
Boston Partners Long-Short Equity Fund (Institutional and Investor
Classes).
(w) Form of Articles Supplementary relating to the n/i Small 38
Cap Value Fund.
(2) (a) By-Laws, as amended. 28
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(3) None.
(4) (a) See Articles VI, VII, VIII, IX and XI of Registrant's Articles of 1
Incorporation dated February 17, 1988.
(b) See Articles II, III, VI, XIII, and XIV of Registrant's By-Laws as amended 23
through April 26, 1996.
(5) (a) Investment Advisory Agreement (Money Market) between Registrant and 3
Provident Institutional Management Corporation, dated as of August 16, 1988.
(b) Sub-Advisory Agreement (Money Market) between Provident Institutional 3
Management Corporation and Provident National Bank, dated as of August 16, 1988.
(c) Investment Advisory Agreement (Tax-Free Money Market) between Registrant 3
and Provident Institutional Management Corporation, dated as of August 16,1988.
(d) Sub-Advisory Agreement (Tax-Free Money Market) between Provident 3
Institutional Management Corporation and Provident National Bank, dated as of
August 16, 1988.
(e) Investment Advisory Agreement (Government Obligations Money Market) between 3
Registrant and Provident Institutional Management Corporation, dated as of August 16,
1988.
(f) Sub-Advisory Agreement (Government Obligations Money Market) between 3
Provident Institutional Management Corporation and Provident National Bank, dated as
of August 16, 1988.
(g) Investment Advisory Agreement (Government Securities) between Registrant and 8
Provident Institutional Management Corporation dated as of April 8, 1991.
(h) Investment Advisory Agreement (New York Municipal Money Market) between 9
Registrant and Provident Institutional Management Corporation dated November 5, 1991.
(i) Investment Advisory Agreement (Tax-Free Money Market) between Registrant and 10
Provident Institutional Management Corporation dated April 21, 1992.
(j) Investment Advisory Agreement (BEA International Equity Portfolio) between 11
Registrant and BEA Associates.
(k) Investment Advisory Agreement (BEA Strategic Fixed Income Portfolio) between 11
Registrant and BEA Associates.
(l) Investment Advisory Agreement (BEA Emerging Markets Equity Portfolio) between 11
Registrant and BEA Associates.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(m) Investment Advisory Agreement (BEA U.S. Core Equity Portfolio) between Registrant 15
and BEA Associates, dated as of October 27, 1993.
(n) Investment Advisory Agreement (BEA U.S. Core Fixed Income Portfolio) between 15
Registrant and BEA Associates, dated as of October 27, 1993.
(o) Investment Advisory Agreement (BEA Global Fixed Income Portfolio) between 15
Registrant and BEA Associates, dated as of October 27, 1993.
(p) Investment Advisory Agreement (BEA Municipal Bond Fund Portfolio) between 15
Registrant and BEA Associates, dated as of October 27, 1993.
(q) Investment Advisory Agreement (BEA Balanced) between Registrant and BEA 16
Associates.
(r) Investment Advisory Agreement (BEA Short Duration Portfolio) between Registrant 16
and BEA Associates.
(s) Investment Advisory Agreement (n/i Micro Cap Fund) between Registrant and 23
Numeric Investors, L.P.
(t) Investment Advisory Agreement (n/i Growth Fund) between Registrant and 23
Numeric Investors, L.P.
(u) Investment Advisory Agreement (n/i Growth & Value Fund) between Registrant 23
and Numeric Investors, L.P.
(v) Investment Advisory Agreement (BEA Global Telecommunications Portfolio) between 24
Registrant and BEA Associates.
(w) Investment Advisory Agreement (Boston Partners Large Cap Value Fund) between 26
Registrant and Boston Partners Asset Management, L.P.
(x) Investment Advisory Agreement (Boston Partners Mid Cap Value Fund) between 28
Registrant and Boston Partners Asset Management, L.P.
(y) Investment Advisory Agreement (n/i Larger Cap Value Fund) between Registrant 31
and Numeric Investors, L.P. dated December 1, 1997.
(z) Investment Advisory Agreement (Boston Partners Bond Fund) between Registrant 31
and Boston Partners Asset Management, L.P. dated December 1, 1997.
(aa) Form of Investment Advisory Agreement (Schneider Capital Management Value 32
Fund) between Registrant and Schneider Capital Management Company.
(bb) Form of Investment Advisory Agreement (BEA Long-Short Market Neutral Fund) between 33
Registrant and BEA Associates.
(cc) Form of Investment Advisory Agreement (BEA Long-Short Equity Fund) between 33
Registrant and BEA Associates.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(dd) Form of Investment Advisory Agreement (Boston Partners Micro Cap Value Fund) 34
between Registrant and Boston Partners Asset Management, L.P.
(ee) Form of Investment Advisory Agreement (BEA Select Economic Value Equity Fund) 35
between Registrant and BEA Associates.
(ff) Form of Investment Advisory Agreement (Boston Partners Market 37
Neutral Fund) between Registrant and Boston Partners Asset Management, L.P.
(gg) Form of Investment Advisory Agreement (Boston Partners Long- 37
Short Equity Fund) between Registrant and Boston Partners Asset Management, L.P.
(hh) Form of Investment Advisory Agreement (n/i Small Cap Value 38
Fund) between Registrant and Numeric Investors, L.P.
(6) (a) Distribution Agreement between Registrant and Provident 36
Distributors, Inc. dated as of May 29, 1998.
(b) Form of Distribution Agreement Supplement between Registrant 37
and Provident Distributors, Inc. (Boston Partners Market Neutral
Fund - Institutional Class).
(c) Form of Distribution Agreement Supplement between Registrant 37
and Provident Distributors, Inc. (Boston Partners Market Neutral
Fund - Investor Class).
(d) Form of Distribution Agreement Supplement between Registrant 37
and Provident Distributors, Inc. (Boston Partners Long-Short
Equity Fund - Institutional Class).
(e) Form of Distribution Agreement Supplement between Registrant 37
and Provident Distributors, Inc. (Boston Partners Long-Short
Equity Fund - Investor Class).
(f) Form of Distribution Agreement Supplement between Registrant 38
and Provident Distributors, Inc. (n/i Small Cap Value Fund).
(7) Fund Office Retirement Profit-Sharing and Trust Agreement, dated as of October 29
24, 1990, as amended.
(8) (a) Custodian Agreement between Registrant and Provident National Bank dated 3
as of August 16, 1988.
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(b) Sub-Custodian Agreement among The Chase Manhattan Bank, N.A., the Registrant 10
and Provident National Bank, dated as of July 13, 1992, relating to custody of
Registrant's foreign securities.
(c) Amendment No. 1 to Custodian Agreement dated August 16, 1988. 9
(d) Agreement between Brown Brothers Harriman & Co. and Registrant on behalf of 10
BEA International Equity Portfolio, dated September 18, 1992.
(e) Agreement between Brown Brothers Harriman & Co. and Registrant on behalf of 10
BEA Strategic Fixed Income Portfolio, dated September 18, 1992.
(f) Agreement between Brown Brothers Harriman & Co. and Registrant on behalf of 10
BEA Emerging Markets Equity Portfolio, dated September 18, 1992.
(g) Agreement between Brown Brothers Harriman & Co. and Registrant on behalf of 15
BEA Emerging Markets Equity, BEA International Equity, BEA Strategic Fixed Income
and BEA Global Fixed Income Portfolios, dated as of November 29, 1993.
(h) Agreement between Brown Brothers Harriman & Co. and Registrant on behalf of 15
BEA U.S. Core Equity and BEA U.S. Core Fixed Income Portfolios dated as of
November 29, 1993.
(i) Custodian Contract between Registrant and State Street Bank and Trust Company. 18
(j) Custody Agreement between Registrant and Custodial Trust Company on behalf 23
of n/i Micro Cap Fund, n/i Growth Fund and n/i Growth & Value Fund Portfolios of the
Registrant.
(k) Custodian Agreement Supplement Between Registrant and PNC Bank, National 26
Association dated October 16, 1996.
(l) Custodian Agreement Supplement between Registrant and Brown Brothers Harriman & 27
Co. on behalf of the BEA Municipal Bond Fund.
(m) Custodian Agreement Supplement between Registrant and PNC Bank, National 28
Association, on behalf of the Boston Partners Mid Cap Value Fund.
(n) Custody Agreement between Registrant and Custodial Trust Company on behalf 31
of the n/i Larger Cap Value Fund.
(o) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on behalf 31
of the Boston Partners Bond Fund.
(p) Form of Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on 32
behalf of the Schneider Capital Management Value Fund.
(q) Form of Custodian Agreement between Registrant and Custodial Trust Company on 33
behalf of the BEA Long-Short Market Neutral and the BEA Long-Short Equity Funds.
(r) Form of Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on 34
behalf of the Boston Partners Micro Cap Value Fund.
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(s) Form of Custodian Agreement Supplement between Registrant and Brown Brothers 35
Harriman & Co. on behalf of the BEA Select Economic Value Equity Fund.
(t) Form of Custodian Agreement Supplement between Registrant and Brown Brothers 36
Harriman & Co. on behalf of the BEA U.S. Core Equity Fund Advisor Class.
(u) Form of Custodian Agreement Supplement between Registrant and PNC Bank, 37
N.A. on behalf of Boston Partners Market Neutral Fund.
(v) Form of Custodian Agreement Supplement between Registrant and PNC Bank, 37
N.A. on behalf of Boston Partners Long-Short Equity Fund.
(w) Form of Custodian Agreement Supplement between Registrant and Custodial 38
Trust Company on behalf of n/i Small Cap Value Fund.
(9) (a) Transfer Agency Agreement (Sansom Street) between Registrant and 3
Provident Financial Processing Corporation, dated as of August 16, 1988.
(b) Transfer Agency Agreement (Cash Preservation) between Registrant and 3
Provident Financial Processing Corporation, dated as of August 16, 1988.
(c) Shareholder Servicing Agreement (Sansom Street Money Market). 3
(d) Shareholder Servicing Agreement (Sansom Street Tax-Free Money Market). 3
(e) Shareholder Servicing Agreement (Sansom Street Government Obligations Money Market). 3
(f) Shareholder Services Plan (Sansom Street Money Market). 3
(g) Shareholder Services Plan (Sansom Street Tax-Free Money Market). 3
(h) Shareholder Services Plan (Sansom Street Government Obligations Money Market). 3
(i) Transfer Agency Agreement (Bedford) between Registrant and Provident Financial 3
Processing Corporation, dated as of August 16, 1988.
(j) Administration and Accounting Services Agreement between Registrant and Provident 8
Financial Processing Corporation, relating to Government Securities Portfolio, dated
as of April 10, 1991.
(k) Administration and Accounting Services Agreement between Registrant and Provident 9
Financial Processing Corporation, relating to New York Municipal Money Market
Portfolio dated as of November 5, 1991.
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(l) Administration and Accounting Services Agreement between
Registrant and Provident Financial Processing Corporation 10
(BEA International Equity) dated September 18, 1992.
(m) Administration and Accounting Services Agreement between
Registrant and Provident Financial Processing Corporation 10
(BEA Strategic Fixed Income) dated September 18, 1992.
(n) Administration and Accounting Services Agreement between
Registrant and Provident Financial Processing Corporation 10
(BEA Emerging Markets Equity) dated September 18, 1992.
(o) Transfer Agency Agreement and Supplements (Bradford, Alpha (now
known as Janney), Beta, Gamma, Delta, Epsilon, Zeta, Eta and 9
Theta) between Registrant and Provident Financial Processing
Corporation dated as of November 5, 1991.
(p) Transfer Agency Agreement Supplement (BEA) between Registrant
and Provident Financial Processing Corporation dated as of 10
September 19, 1992.
(q) Administration and Accounting Services Agreement between
Registrant and Provident Financial Processing Corporation, 10
relating to Tax-Free Money Market Portfolio, dated as of April
21, 1992.
(r) Transfer Agency Agreement Supplement (BEA U.S. Core Equity, BEA
U.S. Core Fixed Income, BEA Global Fixed Income and BEA 15
Municipal Bond Fund Portfolios) between Registrant and PFPC
Inc. dated as October 27, 1993.
(s) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. relating to BEA U.S. Core Equity 15
Portfolio dated as of October 27, 1993.
(t) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (BEA U.S. Core Fixed Income Portfolio) 15
dated October 27, 1993.
(u) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (International Fixed Income 15
Portfolio) dated October 27, 1993.
(v) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (Municipal Bond Fund Portfolio) 15
dated October 27, 1993.
(w) Transfer Agency Agreement Supplement (BEA Balanced and Short
Duration Portfolios) between Registrant and PFPC Inc. dated 18
October 26, 1994.
(x) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (BEA Balanced Portfolio) dated 18
October 26, 1994.
(y) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (BEA Short Duration Portfolio) 18
dated October 26, 1994.
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(z) Transfer Agency and Service Agreement between Registrant and
State Street Bank and Trust Company and PFPC, Inc. dated 21
February 1, 1995.
(aa) Supplement to Transfer Agency and Service Agreement between
Registrant, State Street Bank and Trust Company, Inc. and PFPC 21
dated April 10, 1995.
(bb) Amended and Restated Credit Agreement dated December 15, 1994. 22
(cc) Transfer Agency Agreement Supplement (n/i Micro Cap Fund, n/i
Growth Fund and n/i Growth & Value Fund) between Registrant and 23
PFPC, Inc. dated April 14, 1996.
(dd) Administration and Accounting Services Agreement between
Registrant and PFPC, Inc. (n/i Micro Cap Fund) dated April 24, 23
1996.
(ee) Administration and Accounting Services Agreement between
Registrant and PFPC, Inc. (n/i Growth Fund) dated April 24, 23
1996.
(ff) Administration and Accounting Services Agreement between
Registrant and PFPC, Inc. (n/i Growth & Value Fund) dated April 23
24, 1996.
(gg) Administration and Accounting Services Agreement between
Registrant and PFPC, Inc. (BEA Global Telecommunications 24
Portfolio).
(hh) Co-Administration Agreement between Registrant Investor and BEA 24
Associates (BEA International Equity Investor Portfolio).
(ii) Co-Administration Agreement between Registrant and BEA 24
Associates (BEA International Equity Advisor Portfolio).
(jj) Co-Administration Agreement between Registrant and BEA 24
Associates (BEA Emerging Markets Equity Investor Portfolio).
(kk) Co-Administration Agreement between Registrant and BEA 24
Associates (BEA Emerging Markets Equity Advisor Portfolio).
(ll) Co-Administration Agreement between Registrant and BEA 24
Associates (BEA High Yield Investor Portfolio).
(mm) Co-Administration Agreement between Registrant and BEA 24
Associates (BEA High Yield Advisor Portfolio).
(nn) Co-Administration Agreement between Registrant and BEA 24
Associates (BEA Global Telecommunications Investor Portfolio).
(oo) Co-Administration Agreement between Registrant and BEA 24
Associates (BEA Global Telecommunications Advisor Portfolio).
(pp) Transfer Agreement and Service Agreement between Registrant and 24
State Street Bank and Trust Company.
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(qq) Administration and Accounting Services Agreement between the 27
Registrant and PFPC Inc. dated October 16, 1996 (Boston
Partners Large Cap Value Fund).
(rr) Transfer Agency Agreement Supplement between Registrant and 26
PFPC Inc. (Boston Partners Large Cap Value Fund, Institutional
Class).
(ss) Transfer Agency Agreement Supplement between Registrant and 26
PFPC Inc. (Boston Partners Large Cap Value Fund, Investor
Class).
(tt) Transfer Agency Agreement Supplement between Registrant and 26
PFPC Inc. (Boston Partners Large Cap Value Fund, Advisor
Class).
(uu) Transfer Agency Agreement Supplement between Registrant and 28
PFPC Inc., (Boston Partners Mid Cap Value Fund, Institutional
Class).
(vv) Transfer Agency Agreement Supplement between Registrant and 28
PFPC Inc., (Boston Partners Mid Cap Value Fund, Investor
Class).
(ww) Administration and Accounting Services Agreement between 28
Registrant and PFPC Inc. dated, May 30, 1997 (Boston Partners
Mid Cap Value Fund).
(xx) Transfer Agency Agreement Supplement (n/i Larger Cap Value 31
Fund) between Registrant and PFPC, Inc. dated December 1,
1997.
(yy) Administration and Accounting Services Agreement between 31
Registrant and PFPC, Inc. dated December 1, 1997 (n/i Larger
Cap Value Fund).
(zz) Co-Administration Agreement between Registrant and Bear 31
Stearns Funds Management, Inc. dated December 1, 1997 (n/i
Larger Cap Value Fund).
(aaa) Transfer Agency Agreement Supplement between Registrant and 31
PFPC, Inc. dated December 1, 1997 (Boston Partners Bond Fund,
Institutional Class).
(bbb) Transfer Agency Agreement Supplement between Registrant and 31
PFPC, Inc. dated December 1, 1997 (Boston Partners Bond Fund,
Investor Class).
(ccc) Administration and Accounting Services Agreement between 31
Registrant and PFPC, Inc. dated December 1, 1997 (Boston
Partners Bond Fund).
(ddd) Form of Administration and Accounting Services Agreement 32
between Registrant and PFPC Inc. (Schneider Capital Management
Value Fund).
(eee) Form of Transfer Agency Agreement Supplement between 32
Registrant and PFPC Inc. (Schneider Capital Management Value
Fund).
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(fff) Form of Administration and Accounting Services Agreement 33
between Registrant and PFPC Inc. (BEA Long-Short Market
Neutral Fund).
(ggg) Form of Administration and Accounting Services Agreement 33
between Registrant and PFPC Inc. (BEA Long-Short Equity
Fund).
(hhh) Form of Co-Administration Agreement between Registrant and 33
BEA Associates (BEA Long-Short Market Neutral Fund).
(iii) Form of Co-Administration Agreement between Registrant and 33
BEA Associates (BEA Long-Short Equity Fund).
(jjj) Form of Transfer Agency Agreement Supplement between 33
Registrant and State Street Bank & Trust Company (BEA Long-
Short Market Neutral Fund Institutional Class).
(kkk) Form of Transfer Agency Agreement Supplement between 33
Registrant and State Street Bank & Trust Company (BEA Long-
Short Market Neutral Fund Advisor Class).
(lll) Form of Transfer Agency Agreement Supplement between 33
Registrant and State Street Bank & Trust Company (BEA Long-
Short Equity Fund Institutional Class).
(mmm) Form of Transfer Agency Agreement Supplement between 33
Registrant and State Street Bank & Trust Company (BEA Long-
Short Equity Fund Advisor Class).
(nnn) Form of Transfer Agency Agreement Supplement between 34
Registrant and PFPC, Inc.(Boston Partners Micro Cap Value
Fund, Institutional Class).
(ooo) Form of Transfer Agency Agreement Supplement between 34
Registrant and PFPC, Inc. (Boston Partners Micro Cap Value
Fund, Investor Class).
(ppp) Form of Administration and Accounting Services Agreement 34
between Registrant and PFPC, Inc. (Boston Partners Micro
Cap Value Fund).
(qqq) Form of Transfer Agency Agreement Supplement between 35
Registrant and State Street Bank and Trust Company (BEA
Select Economic Value Equity Fund Institutional Class).
(rrr) Form of Transfer Agency Agreement Supplement between 35
Registrant and State Street Bank and Trust Company (BEA
Select Economic Value Equity Fund Advisor Class).
(sss) Form of Administrative and Accounting Services Agreement 35
between Registrant and PFPC, Inc. (BEA Select Economic Value
Equity Fund).
(ttt) Form of Co-Administrative Agreement between Registrant and 35
BEA Associates (BEA Select Economic Value Equity Fund Advisor
Class).
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(uuu) Form of Transfer Agency Agreement Supplement between 36
Registrant and State Street Bank and Trust Company (BEA U.S.
Core Equity Fund Advisor Class).
(vvv) Form of Co-Administration Agreement between Registrant and 36
BEA Associates (BEA U.S. Core Equity Fund Advisor Class).
(www) Administrative Services Agreement between Registrant and 36
Provident Distributors, Inc. dated as of May 29, 1998 and
relating to the n/i funds, Schneider Small Cap Value Fund,
and Institutional Shares of the Boston Partners and BEA
Funds.
(xxx) Form of Administrative Services Agreement Supplement between 37
Registrant and Provident Distributors, Inc. relating to the
Boston Partners Market Neutral Fund (Institutional Class).
(yyy) Form of Administrative Services Agreement Supplement between 37
Registrant and Provident Distributors, Inc. relating to the
Boston Partners Long-Short Equity Fund (Institutional Class).
(zzz) Form of Administrative and Accounting Services Agreement 37
between Registrant and PFPC, Inc. (Boston Partners Market
Neutral Fund - Institutional and Investor Classes).
(aaaa) Form of Administrative and Accounting Services Agreement 37
between Registrant and PFPC, Inc. (Boston Partners Long-Short
Equity Fund - Institutional and Investor Classes).
(bbbb) Form of Transfer Agency Agreement Supplement between 37
Registrant and PFPC, Inc. (Boston Partners Market Neutral
Fund -Institutional and Investor Classes).
(cccc) Form of Transfer Agency Agreement Supplement between 37
Registrant and PFPC, Inc. (Boston Partners Long-Short Equity
Fund- Institutional and Investor Classes).
(dddd) Form of Transfer Agency Agreement Supplement between 38
Registrant and PFPC, Inc. (n/i Small Cap Value Fund).
(eeee) Form of Administration and Accounting Services Agreement 38
between Registrant and PFPC, Inc. (n/i Small Cap Value Fund).
(ffff) Form of Co-Administration Agreement between Registrant and 38
Bear Stearns Funds Management, Inc. (n/i Small Cap Value
Fund).
(gggg) Form of Administrative Services Agreement between Registrant 38
and Provident Distributors, Inc. (n/i Small Cap Value Fund).
(10) Opinion of Drinker Biddle & Reath LLP as to validity of shares issued. 38
(11) (a) Not applicable.
(b) Consent of Drinker Biddle & Reath LLP 38
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(12) None.
(13) (a) Subscription Agreement (relating to Classes A through N). 2
(b) Subscription Agreement between Registrant and Planco Financial 7
Services, Inc., relating to Classes O and P.
(c) Subscription Agreement between Registrant and Planco Financial 7
Services, Inc., relating to Class Q.
(d) Subscription Agreement between Registrant and Counsellors 9
Securities Inc. relating to Classes R, S, and Alpha 1 through
Theta 4.
(e) Subscription Agreement between Registrant and Counsellors 10
Securities Inc. relating to Classes T, U and V.
(f) Subscription Agreement between Registrant and Counsellor's 18
Securities Inc. relating to Classes BB and CC.
(g) Purchase Agreement between Registrant and Numeric Investors, 23
L.P. relating to Class GG (n/i Growth Fund).
(i) Purchase Agreement between Registrant and Numeric Investors, 23
L.P. relating to Class HH (n/i Growth & Value Fund).
(j) Subscription Agreement between Registrant and Counsellors 24
Securities, Inc. relating to Classes II through PP.
(k) Purchase Agreement between Registrant and Boston Partners Asset 27
Management, L.P. relating to Classes QQ, RR and SS (Boston
Partners Large Cap Value Fund).
(l) Purchase Agreement between Registrant and Boston Partners Asset 28
Management, L.P. relating to Classes TT and UU (Boston Partners
Mid Cap Value Fund).
(m) Purchase Agreement between Registrant and Boston Partners Asset 31
Management L.P.relating to Classes VV and WW (Boston Partners
Bond Fund).
(n) Purchase Agreement between Registrant and Numeric Investors, 31
L.P. relating to Class XX (n/i Larger Cap Value Fund).
(o) Form of Purchase Agreement between Registrant and BEA 33
Associates relating to Classes ZZ and AAA (BEA Long-Short
Market Neutral Fund).
(p) Form of Purchase Agreement between Registrant and BEA 33
Associates relating to Classes BBB and CCC (BEA Long-Short
Equity Fund).
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C>
(q) Form of Purchase Agreement between Registrant and Boston 34
Partners Asset Management, L.P. relating to Classes DDD and EEE
(Boston Partners Micro Cap Value Fund).
(r) Form of Purchase Agreement between Registrant and BEA 35
Associates relating to Classes FFF and GGG (BEA Select Economic
Value Equity Fund).
(s) Form of Purchase Agreement between Registrant and BEA 36
Associates relating to Class HHH (BEA U.S. Core Equity Fund).
(t) Form of Purchase Agreement between Registrant and Boston 37
Partners relating to Classes III and JJJ (Boston Partners
Market Neutral Fund).
(u) Form of Purchase Agreement between Registrant and Boston 37
Partners relating to Classes KKK and LLL (Boston Partners Long-
Short Equity Fund).
(v) Form of Purchase Agreement between Registrant and Provident 38
Distributors, Inc. relating to Class MMM (n/i Small Cap Value
Fund).
(14) None.
(15) (a) Plan of Distribution (Sansom Street Money Market). 3
(b) Plan of Distribution (Sansom Street Tax-Free Money Market). 3
(c) Plan of Distribution (Sansom Street Government Obligations 3
Money Market).
(d) Plan of Distribution (Cash Preservation Money). 3
(e) Plan of Distribution (Cash Preservation Tax-Free Money Market). 3
(f) Plan of Distribution (Bedford Money Market). 3
(g) Plan of Distribution (Bedford Tax-Free Money Market). 3
(h) Plan of Distribution (Bedford Government Obligations Money 3
Market).
(i) Plan of Distribution (Income Opportunities High Yield). 7
(j) Amendment No. 1 to Plans of Distribution (Classes A through Q). 8
(k) Plan of Distribution (Alpha (now known as Janney) Money 9
Market).
(l) Plan of Distribution (Alpha (now known as Janney) Tax-Free 9
Money Market (now known as the Municipal Money Market)).
(m) Plan of Distribution (Alpha (now known as Janney) Government 9
Obligations Money Market).
(n) Plan of Distribution (Alpha (now known as Janney) New York 9
Municipal Money Market).
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits SEE NOTE #
----------
<S> <C> <C>
(o) Plan of Distribution (Beta Money Market). 9
(p) Plan of Distribution (Beta Tax-Free Money Market). 9
(q) Plan of Distribution (Beta Government Obligations Money Market). 9
(r) Plan of Distribution (Beta New York Money Market). 9
(s) Plan of Distribution (Gamma Money Market). 9
(t) Plan of Distribution (Gamma Tax-Free Money Market). 9
(u) Plan of Distribution (Gamma Government Obligations Money Market). 9
(v) Plan of Distribution (Gamma New York Municipal Money Market). 9
(w) Plan of Distribution (Delta Money Market). 9
(x) Plan of Distribution (Delta Tax-Free Money Market). 9
(y) Plan of Distribution (Delta Government Obligations Money Market). 9
(z) Plan of Distribution (Delta New York Municipal Money Market). 9
(aa) Plan of Distribution (Epsilon Money Market). 9
(bb) Plan of Distribution (Epsilon Tax-Free Money Market). 9
(cc) Plan of Distribution (Epsilon Government Municipal Money Market). 9
(dd) Plan of Distribution (Epsilon New York Municipal Money Market). 9
(ee) Plan of Distribution (Zeta Money Market). 9
(ff) Plan of Distribution (Zeta Tax-Free Money Market). 9
(gg) Plan of Distribution (Zeta Government Obligations Money Market). 9
(hh) Plan of Distribution (Zeta New York Municipal Money Market). 9
(ii) Plan of Distribution (Eta Money Market). 9
(jj) Plan of Distribution (Eta Tax-Free Money Market). 9
(kk) Plan of Distribution (Eta Government Obligations Money Market). 9
(ll) Plan at Distribution (Eta New York Municipal Money Market). 9
(mm) Plan of Distribution (Theta Money Market). 9
(nn) Plan of Distribution (Theta Tax-Free Money Market). 9
(oo) Plan of Distribution (Theta Government Obligations Money Market). 9
(pp) Plan of Distribution (Theta New York Municipal Money Market). 9
(qq) Plan of Distribution (BEA International Equity Investor). 24
(rr) Plan of Distribution (BEA International Equity Advisor). 24
(ss) Plan of Distribution (BEA Emerging Markets Equity Investor). 24
(tt) Plan of Distribution (BEA Emerging Markets Equity Advisor). 24
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits SEE NOTE #
----------
<S> <C> <C>
(uu) Plan of Distribution (BEA High Yield Investor). 24
(vv) Plan of Distribution (BEA High Yield Advisor). 24
(ww) Plan of Distribution (BEA Global Telecommunications Investor). 24
(xx) Plan of Distribution (BEA Global Telecommunications Advisor). 24
(yy) Plan of Distribution (Boston Partners Large Cap Value Fund Institutional Class). 26
(zz) Plan of Distribution (Boston Partners Large Cap Value Fund Investor Class). 27
(aaa) Plan of Distribution (Boston Partners Large Cap Value Fund Advisor Class). 27
(bbb) Plan of Distribution (Boston Partners Mid Cap Value Fund Investor Class). 27
(ccc) Plan of Distribution (Boston Partners Mid Cap Value Fund Institutional Class). 27
(ddd) Plan of Distribution (Boston Partners Bond Fund Institutional Class). 31
(eee) Plan of Distribution (Boston Partners Bond Fund Investor Class). 31
(fff) Form of Plan of Distribution Pursuant to Rule 12b-1 (BEA Long- 33
Short Equity Fund Advisor Class).
(ggg) Form of Plan of Distribution Pursuant to Rule 12b-1 (BEA Long- 33
Short Market Neutral Fund Advisor Class).
(hhh) Form of Plan of Distribution (Boston Partners Micro Cap Value 34
Fund Institutional Class).
(iii) Form of Plan of Distribution (Boston Partners Micro Cap Value 34
Fund Investor Class).
(jjj) Form of Plan of Distribution pursuant to Rule 12b-1 (BEA Select 35
Economic Value Equity Fund Advisor Class).
(kkk) Form of Plan of Distribution pursuant to Rule 12b-1 (BEA U.S. 36
Core Equity Fund Advisor Class).
(lll) Amendment to Plans of Distribution pursuant to Rule 12b-1. 37
(mmm) Form of Plan of Distribution pursuant to Rule 12b-1 (Boston 37
Partners Market Neutral Fund - Investor Class).
(nnn) Form of Plan of Distribution pursuant to Rule 12b-1 (Boston 37
Partners Long-Short Equity Fund - Investor Class).
(16) (a) Schedule for Computation of Performance Quotations for the 29
Money Market and Boston Partners Portfolios.
(b) Schedule for Computation of Performance Quotations for the BEA Portfolios. 30
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits SEE NOTE #
----------
<S> <C> <C>
(c) Schedule for Computation of Performance Quotations for the n/i Portfolios. 31
(17) Not applicable.
(18) Form of Amended 18F-3 Plan. 37
</TABLE>
NOTE #
- ------
1 Incorporated herein by reference to Registrant's Registration Statement
(No. 33-20827) filed on March 24, 1988.
2 Incorporated herein by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement (No. 33-20827) filed on July 12,
1988.
3 Incorporated herein by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement (No. 33-20827) filed on March 23,
1989.
4 Incorporated herein by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement (No. 33-20827) filed on October 25,
1989.
5 Incorporated herein by reference to Post-Effective Amendment No. 3 to
the Registrant's Registration Statement (No. 33-20827) filed on April
27, 1990.
6 Incorporated herein by reference to Post-Effective Amendment No. 4 to
the Registrant's Registration Statement (No. 33-20827) filed on May 1,
1990.
7 Incorporated herein by reference to Post-Effective Amendment No. 5 to
the Registrant's Registration Statement (No. 33-20827) filed on
December 14, 1990.
8 Incorporated herein by reference to Post-Effective Amendment No. 6 to
the Registrant's Registration Statement (No. 33-20827) filed on October
24, 1991.
9 Incorporated herein by reference to Post-Effective Amendment No. 7 to
the Registrant's Registration Statement (No. 33-20827) filed on July
15, 1992.
10 Incorporated herein by reference to Post-Effective Amendment No. 8 to
the Registrant's Registration Statement (No. 33-20827) filed on October
22, 1992.
11 Incorporated herein by reference to 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 Post-Effective Amendment No. 11 to
the Registrant's Registration Statement (No. 33-20827) filed on June
21, 1993.
-16-
<PAGE>
13 Incorporated herein by reference to 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 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 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 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 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 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 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 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 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 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 Post-Effective Amendment No. 34 to
the Registrant's Registration Statement (No. 33-20827) filed on May 16,
1996.
24 Incorporated herein by reference to Post-Effective Amendment No. 37 to
the Registrant's Registration Statement (No. 33-20827) filed July 30,
1996.
25 Incorporated herein by reference to 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 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 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 Post-Effective Amendment No. 46 to
the Registrant's Registration Statement (33-20827) filed on September
25, 1997.
29 Incorporated herein by reference to Post-Effective Amendment No. 49 to
the Registrant's Registration Statement (33-20827) filed on December 1,
1997.
30 Incorporated herein by reference to Post-Effective Amendment No. 50 to
the Registrant's Registration Statement (33-20827) filed on December 8,
1997.
-17-
<PAGE>
31 Incorporated herein by reference to Post-Effective Amendment No. 51 to
the Registrant's Registration Statement (33-20827) filed on December 8,
1997.
32 Incorporated herein by reference to Post-Effective Amendment No. 52 to
the Registrant's Registration Statement (33-20827) filed on January 23,
1998.
33 Incorporated herein by reference to Post-Effective Amendment No. 53 to
the Registrant's Registration Statement (33-20827) filed on April 10,
1998.
34 Incorporated herein by reference to Post-Effective Amendment No. 54 to
the Registrant's Registration Statement (33-20827) filed on April 17,
1998.
35 Incorporated herein by reference to Post-Effective Amendment No. 55 to
the Registrant's Registration Statement (33-20827) filed on April 28,
1998.
36 Incorporated herein by reference to Post-Effective Amendment No. 56 to
the Registrant's Registration Statement (33-20827) filed on June 25,
1998.
37 Incorporated herein by reference to Post-Effective Amendment No. 58 to
the Registrant's Registration Statement (33-20827) filed on August 25,
1998.
38 A copy of such Exhibit is filed Electronically herewith.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
Item 26. NUMBER OF HOLDERS OF SECURITIES
The following information is given as of July 30, 1998.
<TABLE>
<CAPTION>
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
- ------------------------------ ------------------------
<S> <C> <C>
a) Cash Preservation Money Market 39
b) Cash Preservation Municipal Money Market 52
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 82527
g) RBB Government Securities 479
h) Bedford Municipal Money Market 4922
i) Bedford Government Obligations Money Market 7901
j) BEA International Equity - Institutional Class 428
k) BEA International Equity - Investor Class 0
l) BEA International Equity - Advisor Class 17
m) BEA High Yield - Institutional Class 85
n) BEA High Yield - Investor Class 0
o) BEA High Yield - Advisor Class 12
p) BEA Emerging Markets Equity - Institutional Class 28
q) BEA Emerging Markets Equity - Investor Class 0
r) BEA Emerging Markets Equity - Advisor Class 9
s) BEA U.S. Core Equity - Institutional Class 70
t) BEA U.S. Core Equity - Advisor Class 0
u) BEA U.S. Core Fixed Income 81
</TABLE>
-18-
<PAGE>
<TABLE>
<S> <C>
v) BEA Strategic Global Fixed Income 17
w) BEA Municipal Bond Fund 37
x) BEA Short Duration 0
y) BEA Balanced 0
z) BEA Global Telecommunications - Investor Class 0
aa) BEA Global Telecommunications - Advisor Class 39
bb) BEA Long-Short Market Neutral - Institutional Class 0
cc) BEA Long-Short Market Neutral - Advisor Class 0
dd) BEA Long-Short Equity - Institutional Class 0
ee) BEA Long-Short Equity - Advisor Class 0
ff) BEA Select Economic Value Equity - Institutional Class 0
gg) BEA Select Economic Value Equity - Advisor Class 0
hh) Janney Montgomery Scott
Money Market 106501
ii) Janney Montgomery Scott
Municipal Money Market 4346
jj) Janney Montgomery Scott
Government Obligations Money Market 33579
kk) Janney Montgomery Scott
New York Municipal Money Market 1409
ll) ni Micro Cap 3394
mm) ni Growth 3239
nn) ni Growth & Value 6411
oo) ni Larger Cap Value 655
pp) Boston Partners Large Cap Value Fund - Institutional
Class 43
qq) Boston Partners Large Cap Value Fund - Investor Class 41
rr) Boston Partners Large Cap Value Fund - Advisor Class 0
ss) Boston Partners Mid Cap Value Fund - Investor Class 53
tt) Boston Partners Mid Cap Value Fund - Institutional Class 74
uu) Boston Partners Premium Bond - Institutional Class 7
vv) Boston Partners Premium Bond - Investor Class 5
ww) Boston Partners Micro Cap Value - Institutional Class 19
xx) Boston Partners Micro Cap Value - Investor Class 4
</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.
-19-
<PAGE>
Section 3. No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its security
holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
Section 4. References to the Maryland General Corporation Law
in this Article are to the law as from time to time amended. No further
amendment to the Articles of Incorporation of the Corporation shall
decrease, but may expand, any right of any person under this Article
based on any event, omission or proceeding prior to such amendment.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information as to any other business, profession, vocation or
employment of substantial nature in which any directors and officers of BIMC,
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 BIMC's FORM ADV (File
No. 801-13304) filed on February 23, 1998, Schedules B and D of BEA Form ADV
(File No. 801-37170) filed on March 31, 1998, Schedules B and D of Numeric's
FORM ADV (File No. 801-35649) filed on March 26, 1998, Schedules of Boston
Partners' FORM ADV (File No. 801-49059) filed on March 31, 1998, and Schedules B
and D of Schneider Capital Management's FORM ADV (File No. 801-55439) filed on
April 25, 1998, respectively.
There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of PNC Bank, National Association (successor by merger to
Provident National Bank) ("PNC Bank"), is, or at any time during the past two
years has been, engaged for his own account or in the capacity of director,
officer, employee, partner or trustee.
-20-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
DIRECTORS
<TABLE>
<CAPTION>
POSITION WITH NAME OTHER BUSINESS CONNECTIONS TYPE OF BUSINESS
PNC BANK ---- -------------------------- ----------------
- --------
<S> <C> <C> <C>
Director Paul W. Chellgren Chairman and Chief Executive Officer Energy Company
Ashland Inc.
P.O. 391
Ashland, KY 41114
Director Robert N. Clay President and Chief Executive Officer Investments
Clay Holding Company
Three Chimneys Farm
Versailles. KY 40383
Director George A. Davidson, Jr. Chairman and Chief Executive Officer Public Utility Holding Company
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Avenue
Pittsburgh, PA 15222-3199
Director David F. Girard-diCarlo Managing Partner Law Firm
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, PA 19103-6998
Director Walter Emmor Gregg, Jr. One PNC Plaza, P1-POPP-30-1 Diversified Financial Services
249 Fifth Street
Pittsburgh, PA 15222-2707
Director William R. Johnson President and Chief Executive Officer Food Products Company
H.J. Heinz Company
600 Grant Street
Pittsburgh, PA 15219-2857
Director Bruce C. Lindsey Chairman and Managing Director Advisory Company
Brind-Lindsey & Co.
1520 Locust Street, Suite 1100
Philadelphia, PA 19102
Director W. Craig McClelland Chairman and Chief Executive Officer Paper Manufacturing and Land
Union Camp Corporation Resources
1600 Valley Road
Wayne, NJ 07470
Director Thomas Henry O'Brien Chairman and Chief Executive Officer Diversified Financial Services
PNC Bank Corp.
One PNC Plaza, 249 Fifth Avenue
Pittsburgh, PA 15222-2707
</TABLE>
-21-
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH NAME OTHER BUSINESS CONNECTIONS TYPE OF BUSINESS
PNC BANK ------------------------- ------------------------------------------ ------------------------------
- ------------------------
<S> <C> <C> <C>
Director Jane G. Pepper President Nonprofit Horticultural
Pennsylvania Horticultural Society Membership Organization
100 N. 20/th/ Street -5/th/ Floor
Philadelphia, PA 19103-1495
Director Jackson H. Randolph Chairman Public Utility Holding Company
Cinergy Corp.
221 East Fourth Street, Suite 3004
Cincinnati, OH 45202
Director James Edward Rohr President & Chief Operating Officer Diversified Financial Services
PNC Bank N.A.
One PNC Plaza- 30/th/ Floor
Pittsburgh PA 15265
Director Roderic H. Ross Chairman and Chief Executive Officer Insurance Company
Keystone State Life Insurance Co.
1401 Walnut Street, 10/th/ Floor
Philadelphia, PA 19102-3122
Director Richard P. Simmons Chairman, President & CEO Specialty Metals and
Allegheny Teledyne Incorporated Diversified Business
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Director Thomas J. Usher Chairman and Chief Executive Officer Energy, Steel and Diversified
USX Corporation Business
600 Grant Street - Room 6170
Pittsburgh, PA 15219-4776
Director Milton A. Washington President and Chief Executive Officer Housing Rehabilitation and
AHRCO Construction
5604 Baum Boulevard
Pittsburgh, PA 15206
</TABLE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
David A. Alois Senior Vice President
James C. Altman 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
-22-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
James C. Baker Senior Vice President
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
Ronald R. Blankenbuehler Senior Vice President
Ronald L. Bovill Senior Vice President
George Brikis Executive Vice President
Dennis P. Brenckle President, Central PA Market
Michael Brundage Senior Vice President
Donna L. Burge Senior Vice President
Jane Wilson Burks Senior Vice President
Douglas H. Burr Senior Vice President
David D. Burrow Senior Vice President
James P. Burzotta Senior Vice President
Anthony J. Cacciatore Senior Vice President
William J. Calpin Senior Vice President
Craig T. Campbell Senior Vice President
William L. Campbell Senior Vice President
J. Richard Carnall Executive Vice President
Donald R. Carroll Senior Vice President
Edward V. Caruso Executive Vice President
-23-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
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
Joseph A. Clark Senior Vice President
Peter K. Classen President, Northeast PA Market
Andra D. Cochran Senior Vice President
Sharon G. Coghlan Coordinating Market Chief Counsel- Philadelphia
William Harvey Coggin Senior Vice President
John F. Colligan Senior Vice President
James P. Conley Senior Vice President
C. David Cook Senior Vice President
Robert F. Crouse Senior Vice President
Peter M. Crowley Senior Vice President
Keith P. Crytzer Senior Vice President
Terry D'Amore Senior Vice President
John J. Daggett Senior Vice President
Peter J. Danchak Senior Vice President
Douglas D. Danforth, Jr. Executive Vice President
Helen A. DePrisco Executive Vice President
Richard Devore Senior Vice President
James N. Devries Senior Vice President
Anuj Dhanda Senior Vice President
Victor M. DiBattista Chief Regional Counsel
Frank H. Dilenschneider Senior Vice President
-24-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
Thomas C. Dilworth Senior Vice President
Alfred J. DiMatties Senior Vice President
Daniel P. Dunn 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
Orlando C. Esposito Senior Vice President
Lynn Fox Evans Senior Vice President & Controller
William E. Fallon Senior Vice President
James M. Ferguson, III Senior Vice President
Charles J. Ferrero Senior Vice President
John Fox Executive 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
James G. Graham Executive Vice President
Craig Davidson Grant Senior Vice President
Barbara J. Griec Senior Vice President
Frederick J. Gronbacher Executive Vice President, National Consumer Bank
Thomas M. Groneman Senior Vice President
Thomas Grundman Senior Vice President
Joseph C. Guyaux Executive Vice President, Regional Community Bank
Neil F. Hall Executive Vice President
John C. Haller President, Ohio Market
-25-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
Michael J. Hannon Executive Vice President
Michael N. Harreld President, Kentucky Market
Michael J. Harrington Senior Vice President
Maurice H. Hartigan, II Executive Vice President
G. Thomas Hewes Senior Vice President
Susan G. Holt Senior Vice President
Sylvan M. Holzer President, Pittsburgh Market
William D. Hummel Senior Vice President
Wayne P. Hunley Senior Vice President
John M. Infield Senior Vice President
Philip C. Jackson Senior Vice President
Lawrence W. Jacobs Senior Vice President
Robert Greg Jenkins Senior Vice President
William J. Johns Chief Financial Officer
Craig M. Johnson Senior Vice President, Comptroller
Eric C. Johnson Senior Vice President
William R. Johnson Audit Director
Robert D. Kane, Jr. Senior Vice President
Jack Kelly Senior Vice President
Michael D.Kelsey Chief Compliance Counsel
Geoffrey R. Kimmel Senior Vice President
Randall C. King Senior Vice President
James M. Kinsman, Jr. Senior Vice President
Christopher M. Knoll Senior Vice President
William Kosis Executive Vice President
Richard C. Krauss Senior Vice President
-26-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
Frank R. Krepp Senior Vice President & Chief Credit
Policy Officer
Thomas F. Lamb Senior Vice President
Kenneth P. Leckey Senior Vice President & Cashier
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 Executive 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, Corporate Banking
-27-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
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
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
Marlene D. Mosco 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 and CEO
Cynthia G. Osofsky Senior Vice President
Thomas E. Paisley, III Senior Vice President, Corporate Credit Policy
Samuel R. Patterson Senior Vice President and Controller
Daniel J. Pavlick Senior Vice President
David M. Payne Senior Vice President
John Pendergrass Senior Vice President
W. David Pendl Senior Vice President
-28-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
Stephen D. Penn Senior Vice President
John J. Peters Senior Vice President
David A. Pioch Senior Vice President
Frank Pomor Senior Vice President
Helen P. Pudlin Senior Vice President, and General Counsel
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
Jesse S. Reinhardt Senior Vice President
Ronald J. Retzler Senior Vice President
Richard C. Rhoades Senior Vice President
Charles M. Rhodes, Jr. Senior Vice President
C. Joseph Richardson Senior Vice President
Rodger L. Rickenbrode Senior Vice President
Bryan W. Ridley Senior Vice President
Bruce E. Robbins Executive Vice President, Secured Lending
W. Alton Roberts Senior Vice President
James E. Rohr President and Chief Operating 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
-29-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
William Sayre, Jr. Senior Vice President
Stephen C. Schatterman Senior Vice President
Jeffrey W. Schmidt Senior Vice President
Peter H. Schryver Senior Vice President
Richard A. Seymour Senior Vice President
Timothy G. Shack Executive Vice President, Chief Information
Officer
Douglas E. Shaffer Senior Vice President
Donald Shauger Senior Vice President
Bruce Shipley Senior Vice President
Alfred A. Silva Executive Vice President
George R. Simon Senior Vice President
J. Max Smith Senior Vice President
Richard L. Smoot President and CEO of PNC Bank, Philadelphia/S.
Jersey Region
Timothy N. Smyth Senior Vice President
Richard R. Soeder Senior Vice President
Darcel H. Steber Senior Vice President
Melvin A. Steele Senior Vice President
Richard Stegemeier Senior Vice President
Ted K. Stirgwolt Senior 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
-30-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
Alex T. Topping Senior Vice President
Kevin M. Tucker Senior Vice President
William H. Turner President, Northern New Jersey Market
William Thomps Tyrrell Senior Vice President
Alan P. Vail Senior Vice President
Michael B. Vairin Senior Vice President
Ellen G. 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
Robert S. Warth Senior Vice President
Leonard A. Watkins Senior Vice President
Frances A. Wilkinson Assistant Secretary
Mark F. Wheeler Senior Vice President
Thomas K. Whitford Executive Vice President, Private Bank
George Whitmer Senior Vice President
Gary G. Wilson Senior Vice President
Nancy B. Wolcott Executive Vice President
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.
-31-
<PAGE>
(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.
(24) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
Item 29. PRINCIPAL UNDERWRITER
(a) Provident Distributors, Inc. (the "Distributor") acts as
principal underwriter for the following investment companies:
Pacific Horizon Funds, Inc.
Time Horizon Funds
World Horizon Funds, Inc.
Pacific Innovations Trust
-32-
<PAGE>
International Dollar Reserve Fund I, Ltd.
Municipal Fund for Temporary Investment
Municipal Fund for New York Investors, Inc.
Municipal Fund for California Investors, Inc.
Temporary Investment Fund, Inc.
Trust for Federal Securities
Columbia Common Stock Fund, Inc.
Columbia Growth Fund, Inc.
Columbia International Stock Fund, Inc.
Columbia Special Fund, Inc.
Columbia Small Cap Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia Balanced Fund, Inc.
Columbia Daily Income Company
Columbia U.S. Government Securities Fund, Inc.
Columbia Fixed Income Securities Fund, Inc.
Columbia Municipal Bond Fund, Inc.
Columbia High Yield Fund, Inc.
The BlackRock Funds, Inc. (Distributed by BlackRock Distributors ,
Inc. a wholly owned subsidiary of Provident Distributors, Inc.)
The OffitBank Investment Fund, Inc.
The OffitBank Variable Insurance Fund, Inc.
CVO Greater China Fund, Inc. (Distributed by Offit Funds Distributors,
Inc. a wholly owned subsidiary of Provident Distributors, Inc.
The Brazos Mutual Funds
Kiewit Mutual Fund
Kalmar Pooled Investment Trust
(b) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 8-46564) filed by the Distributor with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
(1) PNC Bank, National Association (successor by merger to Provident
National Bank), 1600 Market Street, Philadelphia, PA 19103
(records relating to its functions as sub-adviser and custodian).
(2) Provident Distributors, Inc., Four Falls Corporate Center, 6/th/
Floor, West Conshohocken, PA 19428 (records relating to its
functions as distributor).
(3) Blackrock Institutional Management Corporation, Bellevue
Corporate Center, 103 Bellevue Parkway, Wilmington, Delaware
19809 (records relating to its functions as investment adviser,
sub-adviser and administrator).
(4) PFPC Inc., Bellevue Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809 (records relating to its functions as
transfer agent and dividend disbursing agent).
-33-
<PAGE>
(5) Drinker Biddle & Reath LLP, Philadelphia National Bank Building,
1345 Chestnut Street, Philadelphia, Pennsylvania 19107-3496
(Registrant's Articles of Incorporation, By-Laws and Minute
Books).
(6) BEA Associates, Tower 49, 12 East 49/th/ Street, New
York, NY 10017 (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.
-34-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 59 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 15th day of September, 1998.
THE RBB FUND, INC.
By: /s/ Edward J. Roach
-------------------
Edward J. Roach
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Edward J. Roach President (Principal Executive September 15, 1998
- ------------------- Officer) and Treasurer (Principal
Edward J. Roach Financial and Accounting Officer)
*/s/Donald van Roden Director September 15, 1998
- --------------------
Donald van Roden
*/s/Francis J. McKay Director September 15, 1998
- --------------------
Francis J. McKay
*/s/Marvin E. Sternberg Director September 15, 1998
- -----------------------
Marvin E. Sternberg
*/s/Julian A. Brodsky Director September 15, 1998
- ---------------------
Julian A. Brodsky
*/s/Arnold M. Reichman Director September 15, 1998
- ----------------------
Arnold M. Reichman
*/s/Robert Sablowsky Director September 15, 1998
- --------------------
Robert Sablowsky
By: /s/ Edward J. Roach September 15, 1998
-------------------
Edward J. Roach
Attorney-in-Fact
</TABLE>
-35-
<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, 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/ Robert Sablowsky
- ----------------------------
Robert Sablowsky
<PAGE>
THE RBB FUND, INC.
EXHIBIT INDEX
-------------
Exhibits
--------
1(w) Form of Articles Supplementary.
5(hh) Form of Investment Advisory Agreement (n/i Small Cap Value Fund)
between Registrant and Numeric Investors, L.P.
6(f) Form of Distribution Agreement Supplement (Class MMM) between
Registrant and Provident Distributors, Inc.
8(w) Form of Custody Agreement between Registrant and Custodial Trust
Company on behalf of the n/i Small Cap Value Fund.
9(dddd) Form of Transfer Agency Agreement Supplement between Registrant
and PFPC Inc. (n/i Small Cap Value Fund).
9(eeee) Form of Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (n/i Small Cap Value Fund).
9(ffff) Form of Co-Administration Agreement between Registrant and Bear
Stearns Funds Management, Inc. (n/i Small Cap Value Fund).
9(gggg) Form of Administrative Services Agreement between Registrant and
Provident Distributors, Inc. (n/i Small Cap Value Fund).
10(a) Opinion of Drinker Biddle & Reath LLP as to validity of shares
issued.
11(b) Consent of Drinker Biddle & Reath LLP.
13(v) Form of Purchase Agreement between Registrant and Provident
Distributors, Inc. relating to Class MMM (n/i Small Cap Value
Fund).
<PAGE>
Exhibit 1(w)
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 a separate class by
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 MMM Common Stock (n/i Numeric Investors Small Cap Value
Fund);
SECOND: A description of the shares so classified with the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as set or changed by the Board of Directors of the Corporation is as
follows:
A description of the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions or redemption of each class of common stock of the Corporation is set
forth in Article VI, Section (6) of the Corporation's Charter, and has not been
changed by the Board of Directors of the Corporation.
The shares of Class MMM Common Stock will be issued without stock
certificates.
The shares of Class MMM Common Stock shall be invested into a common
investment portfolio, with shares of Class MMM Common Stock representing the n/i
Numeric Investors Small Cap Value Fund investment portfolio.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors of the Corporation pursuant to authority and power contained in the
charter of the Corporation.
FOURTH: Immediately before the increase in the number
<PAGE>
of shares of common stock that have been classified into separate classes:
(a) the Corporation had authority to issue thirty billion
(30,000,000,000) shares of its common stock and the aggregate par value of all
the shares of all classes was thirty million dollars ($30,000,000);
(b) the number of shares of each authorized class of common stock was
as follows:
-2-
<PAGE>
Class A - one hundred million (100,000,000), par value $.001 per share;
Class B - one hundred million (100,000,000), par value $.001 per share;
Class C - one hundred million (100,000,000), par value $.001 per share;
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per share;
Class F - five hundred million (500,000,000), par value $.001 per share;
Class G - five hundred million (500,000,000), par value $.001 per share;
Class H - five hundred million (500,000,000), par value $.001 per share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value $.001 per share;
Class K - five hundred million (500,000,000), par value $.001 per share;
Class L - one billion five hundred million (1,500,000,000), par value $.001
per share;
Class M - five hundred million (500,000,000), par value $.001 per share;
Class N - five hundred million (500,000,000), par value $.001 per share;
Class O - five hundred million (500,000,000), par value $.001 per share;
Class P - one hundred million (100,000,000), par value $.001 per share;
Class Q - one hundred million (100,000,000), par value $.001 per share;
Class R - five hundred million (500,000,000), par value $.001 per share;
-3-
<PAGE>
Class S - five hundred million (500,000,000), par value $.001 per share;
Class T - five hundred million (500,000,000), par value $.001 per share;
Class U - five hundred million (500,000,000), par value $.001 per share;
Class V - five hundred million (500,000,000), par value $.001 per share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share;
Class BB - fifty million (50,000,000), par value $.001 per share;
Class CC - fifty million (50,000,000), par value $.001 per share;
Class DD - one hundred million (100,000,000), par value $.001 per share;
Class EE - one hundred million (100,000,000), par value $.001 per share;
Class FF - fifty million (50,000,000), par value $.001 per share;
Class GG - fifty million (50,000,000), par value $.001 per share;
Class HH - fifty million (50,000,000), par value $.001 per share;
Class II - one hundred million (100,000,000), par value $.001 per share;
-4-
<PAGE>
Class JJ - one hundred million (100,000,000), par value $.001 per share;
Class KK - one hundred million (100,000,000), par value $.001 per share;
Class LL - one hundred million (100,000,000), par value $.001 per share;
Class MM - one hundred million (100,000,000), par value $.001 per share;
Class NN - one hundred million (100,000,000), par value $.001 per share;
Class OO - one hundred million (100,000,000), par value $.001 per share;
Class PP - one hundred million (100,000,000), par value $.001 per share;
Class QQ - one hundred million (100,000,000), par value $.001 per share;
Class RR - one hundred million (100,000,000), par value $.001 per share;
Class SS - one hundred million (100,000,000), par value $.001 per share;
Class TT - one hundred million (100,000,000), par value $.001 per share;
Class UU - one hundred million (100,000,000), par value $.001 per share;
Class VV - one hundred million (100,000,000), par value $.001 per share;
Class WW - one hundred million (100,000,000), par value $.001 per share;
Class XX - fifty million (50,000,0000), par value $.001 per share;
Class YY - one hundred million (100,000,000), par value $.001;
Class ZZ - one hundred million (100,000,000), par value $.001;
Class AAA- one hundred million (100,000,000), par value $.001;
-5-
<PAGE>
Class BBB - one hundred million (100,000,000), par value $.001;
Class CCC - one hundred million (100,000,000), par value $.001;
Class DDD - one hundred million (100,000,000), par value $.001;
Class EEE - one hundred million (100,000,000), par value $.001;
Class FFF - one hundred million (100,000,000), par value $.001;
Class GGG - one hundred million (100,000,000), par value $.001;
Class HHH - one hundred million (100,000,000), par value $.001;
Class III - one hundred million (100,000,000), par value $.001;
Class JJJ - one hundred million (100,000,000), par value $.001;
Class KKK - one hundred million (100,000,000), par value $.001;
Class LLL - one hundred million (100,000,000), par value $.001;
Class Janney Money - seven hundred million (700,000,000), par value $.001
per share;
Class Janney - two hundred million (200,000,000), par value $.001
Municipal Money per share;
Class Janney - five hundred million (500,000,000), par value $.001
Government Money per share;
Class Janney N.Y. - one hundred million (100,000,000), par value $.001
Municipal Money per share;
Select Class - seven hundred million (700,000,000), par value $.001
per share;
Class Beta 1 - one million (1,000,000), par value $.001 per share;
-6-
<PAGE>
Class Beta 2 - one million (1,000,000), par value $.001 per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share;
Class Gamma 1 - one million (1,000,000), par value $.001 per share;
Class Gamma 2 - one million (1,000,000), par value $.001 per share;
Class Gamma 3 - one million (1,000,000), par value $.001 per share;
Class Gamma 4 - one million (1,000,000), par value $.001 per share;
Class Delta 1 - one million (1,000,000), par value $.001 per share;
Class Delta 2 - one million (1,000,000), par value $.001 per share;
Class Delta 3 - one million (1,000,000), par value $.001 per share;
Class Delta 4 - one million (1,000,000), par value $.001 per share;
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
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
-7-
<PAGE>
per share;
Class Zeta 4 - one million (1,000,000), par value $.001 per share;
Class Eta 1 - one million (1,000,000), par value $.001 per share;
Class Eta 2 - one million (1,000,000), par value $.001 per share;
Class Eta 3 - one million (1,000,000), par value $.001 per share;
Class Eta 4 - one million (1,000,000), par value $.001 per share;
Class Theta 1 - one million (1,000,000), par value $.001 per share;
Class Theta 2 - one million (1,000,000), par value $.001 per share;
Class Theta 3 - one million (1,000,000), par value $.001 per share;
and
Class Theta 4 - one million (1,000,000), par value $.001 per share;
for a total of sixteen billion twenty-eight million (16,028,000,000) shares
classified into separate classes of common stock.
After the increase in the number of shares of common stock that have
been classified into separate classes:
(c) the Corporation has the authority to issue thirty billion
(30,000,000,000) shares of its common stock and the aggregate par value of all
the shares of all classes is now thirty million dollars ($30,000,000); and
(d) the number of authorized shares of each class is now as
follows:
Class A - one hundred million (100,000,000), par value $.001 per share;
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;
-8-
<PAGE>
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per
share;
Class F - five hundred million (500,000,000), par value $.001 per
share;
Class G - five hundred million (500,000,000), par value $.001 per
share;
Class H - five hundred million (500,000,000), par value $.001 per
share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value 66$.001 per
share;
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;
-9-
<PAGE>
Class V - five hundred million (500,000,000), par value $.001 per
share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share;
Class BB - fifty million (50,000,000), par value $.001 per share;
Class CC - fifty million (50,000,000), par value $.001 per share;
Class DD - one hundred million (100,000,000), par value $.001 per share;
Class EE - one hundred million (100,000,000), par value $.001 per share;
Class FF - fifty million (50,000,000), par value $.001 per share;
Class GG - fifty million (50,000,000), par value $.001 per share;
Class HH - fifty million (50,000,000), par value $.001 per share;
Class II - one hundred million (100,000,000), par value $.001 per share;
Class JJ - one hundred million (100,000,000), par value $.001 per share;
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
-10-
<PAGE>
$.001 per share;
Class NN - one hundred million (100,000,000), par value $.001 per share;
Class OO - one hundred million (100,000,000), par value $.001 per share;
Class PP - one hundred million (100,000,000), par value $.001 per share;
Class QQ - one hundred million (100,000,000), par value $.001 per share;
Class RR - one hundred million (100,000,000), par value $.001 per share;
Class SS - one hundred million (100,000,000), par value $.001 per share;
Class TT - one hundred million (100,000,000), par value $.001 per share;
Class UU - one hundred million (100,000,000), par value $.001 per share;
Class VV - one hundred million (100,000,000), par value $.001 per share;
Class WW - one hundred million (100,000,000), par value $.001 per share;
Class XX - fifty million (50,000,000), par value $.001 per share;
Class YY - one hundred million (100,000,000), par value $.001;
Class ZZ - one hundred million (100,000,000), par value $.001;
Class AAA - one hundred million (100,000,000), par value $.001;
Class BBB - one hundred million (100,000,000), par value $.001;
Class CCC - one hundred million (100,000,000), par value $.001;
Class DDD - one hundred million (100,000,000), par value $.001;
-11-
<PAGE>
Class EEE - one hundred million (100,000,000), par value $.001;
Class FFF - one hundred million (100,000,000), par value $.001;
Class GGG - one hundred million (100,000,000), par value $.001;
Class HHH - one hundred million (100,000,000), par value $.001;
Class III - one hundred million (100,000,000), par value $.001;
Class JJJ - one hundred million (100,000,000), par value $.001;
Class KKK - one hundred million (100,000,000), par value $.001;
Class LLL - one hundred million (100,000,000), par value $.001;
Class MMM - one hundred million (100,000,000), par value $.001;
Class Janney Money - seven hundred million (700,000,000), par value $.001
per share;
Class Janney - two hundred million (200,000,000), par value $.001
Municipal Money per share;
Class Janney - five hundred million (500,000,000), par value $.001
Government Money per share;
Class Janney - one hundred million (100,000,000), par value $.001
N.Y. Municipal per share;
Money
Class Select - seven hundred million (700,000,000), par value $.001 per
share;
Class Beta 2 - one million (1,000,000), par value $.001 per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share;
Class Gamma 1 - one million (1,000,000), par value $.001 per
-12-
<PAGE>
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;
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;
-13-
<PAGE>
Class Eta 3 - one million (1,000,000), par value $.001 per share;
Class Eta 4 - one million (1,000,000), par value $.001 per share;
Class Theta 1 - one million (1,000,000), par value $.001 per share;
Class Theta 2 - one million (1,000,000), par value $.001 per share;
Class Theta 3 - one million (1,000,000), par value $.001 per share;
Class Theta 4 - one million (1,000,000), par value $.001 per share;
for a total of sixteen billion one hundred twenty-eight million (16,128,000,000)
shares classified into separate classes of common stock.
-14-
<PAGE>
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be
signed in its name and on its behalf by its President and witnessed Secretary on
September __, 1998.
THE RBB FUND, INC.
WITNESS:
_______________________ _________________________
Morgan R. Jones Edward J. Roach
Secretary President
-15-
<PAGE>
THE UNDERSIGNED, President of The RBB Fund, Inc., who executed on
behalf of said corporation the foregoing Articles Supplementary to the Charter,
of which this certificate is made a part, hereby acknowledges that the foregoing
Articles Supplementary are the act of the said Corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
__________________________
Edward J. Roach
President
-16-
<PAGE>
Exhibit 5(hh)
INVESTMENT ADVISORY AGREEMENT
-----------------------------
n/i Small Cap Value Fund
AGREEMENT made as of _________, 1998 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Numeric Investors L.P.
(herein called the "Investment Adviser").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and currently
offers or proposes to offer shares representing interests in twenty-five
separate investment portfolios; and
WHEREAS, the Fund desires to retain the Investment Adviser to render
certain investment advisory services to the Fund with respect to the Fund's n/i
Small Cap Value Fund (the "Portfolio"), and the Investment Adviser is willing to
so render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Investment Adviser to
-----------
act as investment adviser for the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Delivery of Documents. The Fund has furnished the Investment
---------------------
Adviser with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Board of Directors of the Fund
authorizing the appointment of the Investment Adviser and the execution and
delivery of this Agreement;
(b) Each prospectus and statement of additional information
relating to any class of Shares representing interests in the Portfolio of the
Fund in effect under the 1933 Act (such prospectus and statement of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, are herein collectively called the "Prospectus" and
"Statement of Additional Information," respectively).
<PAGE>
The Fund will promptly furnish the Investment Adviser from time to
time with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the
Investment Adviser with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Adviser with any amendments of or supplements to
such documents.
3. Management of the Portfolio. Subject to the supervision of the
---------------------------
Board of Directors of the Fund, the Investment Adviser will provide for the
overall management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Adviser will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information, provided that the
Investment Adviser has actual or constructive notice or knowledge of any changes
by the Board of Directors to such investment objectives, restrictions or
policies. The Investment Adviser further agrees that it will render to the
Fund's Board of Directors such periodic and special reports regarding the
performance of its duties under this Agreement as the Board may reasonably
request. The Investment Adviser agrees to provide to the Fund (or its agents and
service providers) prompt and accurate data with respect to the Portfolio's
transactions and, where not otherwise available, the daily valuation of
securities in the Portfolio.
4. Brokerage. Subject to the Investment Adviser's obligation to
---------
obtain best price and execution, the Investment Adviser shall have full
discretion to select brokers or dealers to effect the purchase and sale of
securities. When the Investment Adviser places orders for the purchase or sale
of securities for the Portfolio, in selecting brokers or dealers to execute such
orders, the Investment Adviser is expressly authorized to consider the fact that
a broker or dealer has furnished statistical, research or other information or
services for the benefit of the Portfolio directly or indirectly. Without
limiting the generality of the foregoing, the Investment Adviser is authorized
to cause the Portfolio to pay brokerage commissions which may be in excess of
the lowest rates available to brokers
<PAGE>
who execute transactions for the Portfolio or who otherwise provide brokerage
and research services utilized by the Investment Adviser, provided that the
Investment Adviser determines in good faith that the amount of each such
commission paid to a broker is reasonable in relation to the value of the
brokerage and research services provided by such broker viewed in terms of
either the particular transaction to which the commission relates or the
Investment Adviser's overall responsibilities with respect to accounts as to
which the Investment Adviser exercises investment discretion. The Investment
Adviser may aggregate securities orders so long as the Investment Adviser
adheres to a policy of allocating investment opportunities to the Portfolio over
a period of time on a fair and equitable basis relative to other clients. In no
instance will the Portfolio's securities be purchased from or sold to the Fund's
principal underwriter, the Investment Adviser, or any affiliated person thereof,
except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Adviser shall report to the Board of Directors of the
Fund at least quarterly with respect to brokerage transactions that were entered
into by the Investment Adviser, pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Adviser to the Fund
and the Investment Adviser's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.
5. Conformity with Law; Confidentiality. The Investment Adviser
------------------------------------
further agrees that it will comply with all applicable rules and regulations of
all federal regulatory agencies having jurisdiction over the Investment Adviser
in the performance of its duties hereunder. The Investment Adviser will treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund and prior, present or potential shareholders
(except clients of the Investment Adviser and its affiliates), and will not use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Investment Adviser may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
6. Services Not Exclusive. The Investment Adviser and
----------------------
its officers may act and continue to act as investment
<PAGE>
managers for others, and nothing in this Agreement shall in any way be deemed to
restrict the right of the Investment Adviser to perform investment management or
other services for any other person or entity, and the performance of such
services for others shall not be deemed to violate or give rise to any duty or
obligation to the Portfolio or the Fund.
Nothing in this Agreement shall limit or restrict the Investment
Adviser or any of its partners, officers, affiliates or employees from buying,
selling or trading in any securities for its or their own account. The Fund
acknowledges that the Investment Adviser and its partners, officers, affiliates,
employees and other clients may, at any time, have, acquire, increase, decrease,
or dispose of positions in investments which are at the same time being acquired
or disposed of for the Portfolio. The Investment Adviser shall have no
obligation to acquire for the Portfolio a position in any investment which the
Investment Adviser, its partners, officers, affiliates or employees may acquire
for its or their own accounts or for the account of another client, so long as
it continues to be the policy and practice of the Investment Adviser not to
favor or disfavor consistently or consciously any client or class of clients in
the allocation of investment opportunities so that, to the extent practical,
such opportunities will be allocated among clients over a period of time on a
fair and equitable basis.
The Investment Adviser agrees that this Paragraph 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Adviser to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules
thereunder, nor constitute a waiver by the Fund of the obligations imposed upon
the Investment Adviser under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Adviser agrees that this
Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Adviser arising under federal or state law, including Section
36 of the 1940 Act. The Investment Adviser agrees that this Paragraph 6 shall
be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
7. Books and Records. In compliance with the requirements of Rule
-----------------
31a-3 under the 1940 Act, the Investment Adviser hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Investment Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. Expenses. During the term of this Agreement, the
--------
<PAGE>
Investment Adviser 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 Adviser. General expenses of
the Fund not readily identifiable as belonging to a portfolio of the Fund shall
be allocated among all investment portfolios by or under the direction of the
Fund's Board of Directors in such manner as the Board determines to be fair and
equitable. Expenses borne by the Portfolio shall include, but are not limited
to, the following (or the portfolio's share of the following): (a) the cost
(including brokerage commissions) of securities purchased or sold by the
Portfolio and any losses incurred in connection therewith; (b) fees payable to
and expenses incurred on behalf of the Portfolio by the Investment Adviser; (c)
filing fees and expenses relating to the registration and qualification of the
Fund and the Portfolio's shares under Federal and/or state securities laws and
maintaining such registrations and qualifications; (d) fees and salaries payable
to the Fund's directors and officers; (e) taxes (including any income or
franchise taxes) and governmental fees; (f) costs of any liability and other
insurance or fidelity bonds; (g) any costs, expenses or losses arising out a
liability of or claim for damages or other relief asserted against the Fund or
the Portfolio for violation of any law; (h) legal, accounting and auditing
expenses, including legal fees of special counsel for the independent directors;
(i) charges of custodians and other agents; (j) expenses of setting in type and
printing prospectuses, statements of additional information and supplements
thereto for existing shareholders, reports, statements, and confirmations to
shareholders and proxy material that are not attributable to a class; (k) costs
of mailing prospectuses, statements of additional information and supplements
thereto to existing shareholders, as well as reports to shareholders and proxy
material that are not attributable to a class; (1) any extraordinary expenses;
(m) fees, voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (n) costs of mailing and
tabulating proxies and costs of shareholders' and directors' meetings; (o) costs
of independent pricing services to value a portfolio's securities; and (p) the
costs of investment company literature and other publications provided by the
Fund to its directors and officers. Distribution expenses, transfer agency
expenses, expenses of preparation, printing and mailing, prospectuses,
statements of additional information, proxy statements and reports to
shareholders, and organizational expenses and registration fees, identified as
belonging to a particular class of the Fund are allocated to such class.
If the expenses borne by the Portfolio in any fiscal year exceed the
most restrictive applicable expense limitations imposed by the securities
regulations of any state in which the
<PAGE>
Shares of the Portfolio are registered or qualified for sale to the public, the
Investment Adviser shall reimburse the Portfolio for any excess up to the amount
of the fees payable by the Portfolio to it during such fiscal year pursuant to
Paragraph 9 hereof in the same proportion that its fees bear to the total fees
paid by the Fund for investment advisory services in respect of the Portfolio;
provided, however, that notwithstanding the foregoing, the Investment Adviser
- -------- -------
shall reimburse the Portfolio for such excess expenses regardless of the amount
of such fees payable to it during such fiscal year to the extent that the
securities regulations of any state in which the Shares are registered or
qualified for sale so require.
9. Voting. The Investment Adviser shall have the authority to vote
------
as agent for the Fund, either in person or by proxy, tender and take all actions
incident to the ownership of all securities in which Portfolio's assets may be
invested from time to time, subject to such policies and procedures as the Board
of Directors of the Fund may adopt from time to time.
10. Reservation of Name. The Investment Adviser shall at all times
-------------------
have all rights in and to the Portfolio's name and all investment models used by
or on behalf of the Portfolio. The Investment Adviser may use the Portfolio's
name or any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.
No public reference to, or description of, the Investment Adviser or
its methodology or work shall be made by the Fund, whether in the Prospectus,
Statement of Additional Information or otherwise, without the prior written
consent of the Investment Adviser, which consent shall not be unreasonably
withheld. In each case, the Fund shall provide the Investment Adviser a
reasonable opportunity to review any such reference or description before being
asked for such consent.
11. Discontinuation of Public Offering. Subject to the prior approval
----------------------------------
of the Fund's Board of Directors, the Investment Adviser may instruct the Fund's
distributor to cease sales of shares of the Portfolio to new investors due to
concerns that an increase in the size of the Portfolio may adversely effect the
implementation of the Portfolio's investment strategy. Subject to prior Board
approval, the Investment Adviser may subsequently instruct the Fund's
distributor to recommence the sale of shares of the Portfolio.
<PAGE>
12. Compensation.
------------
(a) For the services provided and the expenses assumed pursuant
to this Agreement with respect to the Portfolio, the Fund will pay the
Investment Adviser from the assets of the Portfolio and the Investment Adviser
will accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of .75% of the Portfolio's average daily net assets.
(b) The fee attributable to the Portfolio shall be satisfied
only against assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.
13. Limitation of Liability of the Investment Adviser. The Investment
-------------------------------------------------
Adviser shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the Investment
Adviser in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement ("disabling conduct"). The Portfolio
will indemnify the Investment Adviser against and hold it harmless from any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit not
resulting from disabling conduct by the Investment Adviser. Indemnification
shall be made only following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the Investment Adviser
was not liable by reason of disabling conduct or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
Investment Adviser was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Portfolio who are neither
"interested persons" of the Portfolio nor parties to the proceeding
("disinterested non-party directors") or (b) an independent legal counsel in a
written opinion. The Investment Adviser shall be entitled to advances from the
Portfolio for payment of the reasonable expenses incurred by it in connection
with the matter as to which it is seeking indemnification in the manner and to
the fullest extent permissible under the Maryland General Corporation Law. The
Investment Adviser shall provide to the Portfolio a written affirmation of its
good faith belief that the standard of conduct necessary for indemnification by
the Portfolio has been met and a written undertaking to repay any such advance
if it should ultimately be determined that the standard of conduct has not been
met. In addition, at least one of the following additional
<PAGE>
conditions shall be met: (a) the Investment Adviser shall provide a security in
form and amount acceptable to the Portfolio for its undertaking; (b) the
Portfolio is insured against losses arising by reason of the advance; or (c) a
majority of a quorum of disinterested non-party directors, or independent legal
counsel, in a written opinion, shall have determined, based upon a review of
facts readily available to the Portfolio at the time the advance is proposed to
be made, that there is reason to believe that the Investment Adviser will
ultimately be found to be entitled to indemnification. Any amounts payable by
the Portfolio under this Section shall be satisfied only against the assets of
the Portfolio and not against the assets of any other investment portfolio of
the Fund.
14. Duration and Termination. This Agreement shall become effective
------------------------
with respect to the Portfolio upon approval of this Agreement by vote of a
majority of the outstanding voting securities of the Portfolio and unless sooner
terminated as provided herein, shall continue with respect to the Portfolio
until August 16, 1999. Thereafter, if not terminated, this Agreement shall
continue with respect to the Portfolio for successive annual periods ending on
August 16, provided such continuance is specifically approved at least annually
--------
(a) by the vote of a majority of those members of the Board of Directors of the
Fund who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio; provided, however, that
-------- -------
this Agreement may be terminated with respect to the Portfolio by the Fund at
any time, without the payment of any penalty, by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of the
Portfolio, on 60 days' prior written notice to the Investment Adviser, or by the
Investment Adviser at any time, without payment of any penalty, on 60 days,
prior written notice to the Fund. This Agreement will immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and "assignment" shall
have the same meaning as such terms have in the 1940 Act).
15. Amendment of this Agreement. No provision of this Agreement may
---------------------------
be changed, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of the Portfolio.
16. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define
<PAGE>
or delimit any of the provisions hereof or otherwise affect their construction
or effect. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
shall be governed by Delaware law.
17. Change in Membership. The Investment Adviser shall notify the
--------------------
Fund of any change in its membership within a reasonable time after such change.
18. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the laws of the state of Delaware without giving
effect to the conflicts of laws principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE RBB FUND, INC.
By:_________________________
NUMERIC INVESTORS L.P.
By:__________________________
<PAGE>
Exhibit 6(f)
DISTRIBUTION AGREEMENT SUPPLEMENT
(n/i Numeric Investors Family of Funds - Class MMM)
This supplemental agreement is entered into this __ day of
_____________, 1998, by and between THE RBB FUND, INC. (the "Fund") and
PROVIDENT DISTRIBUTORS,INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Distributor have entered into a Distribution Agreement, dated as of May 29, 1998
(as from time to time amended and supplemented, the "Distribution Agreement"),
pursuant to which the Distributor has undertaken to act as distributor for the
Fund, as more fully set forth therein. Certain capitalized terms used without
definition in this Distribution Agreement Supplement have the meaning specified
in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement
----------------------------------
is hereby adopted for the n/i Numeric Investors Small Cap Value Fund Class of
Common Stock (Class MMM) of the Fund. This class shall constitute a "Class" as
referred to in the Distribution Agreement and its shares shall be "Class Shares"
as referred to therein.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by the Distributor as provided in the
Distribution Agreement and herein, the Fund shall pay the Distributor no
compensation.
3. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.
By:_______________________ By:________________________
President and Treasurer Title:
<PAGE>
Exhibit 8(w)
CUSTODY AGREEMENT
AGREEMENT, dated as of ___________, 1998 by and between THE RBB FUND,
INC. (the "Company"), a corporation organized and existing under the laws of the
State of Maryland, acting with respect to and on behalf of the N/I SMALL CAP
VALUE FUND (the "Fund"), and CUSTODIAL TRUST COMPANY, a bank organized and
existing under the laws of the State of New Jersey (the "Custodian").
WHEREAS, the Company on behalf of the Fund desires that the Fund's
securities, cash and other assets be held and administered by Custodian pursuant
to this Agreement;
WHEREAS, the Fund is an investment portfolio represented by a series
of Shares constituting part of the capital stock of the Company, an open-end
management investment company registered under the 1940 Act (as hereinafter
defined);
WHEREAS, Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(i) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Company on behalf of the Fund and Custodian hereby agree as follows:
ARTICLE I
<PAGE>
DEFINITIONS
-----------
Whenever used in this Agreement, the following terms, unless the context
otherwise requires, shall mean:
I.1 "AUTHORIZED PERSON" means any Officer or other person duly
-----------------
authorized by resolution of the Board of Directors to give Oral Instructions and
Written Instructions on behalf of the Fund and identified, by name or by office,
in Exhibit A hereto or any person duly designated to do so by an investment
adviser of the Fund specified by the Fund in Exhibit B hereto.
I.2 "BOARD OF DIRECTORS" means the Board of Directors of the Company
------------------
or, when permitted under the 1940 Act, the Executive Committee thereof, if any.
I.3 "BOOK-ENTRY SYSTEM" means a book-entry system maintained by a
-----------------
Federal Reserve bank as provided for in Subpart O of Treasury Circular No. 300,
31 CFR 306, in Subpart B of 31 CFR Part 350, or in such other book-entry
regulations of federal agencies as are substantially in the form of such Subpart
O.
I.4 "BUSINESS DAY" means any day recognized as a settlement day by
------------
The New York Stock Exchange, Inc. and on which banks in the State of New Jersey
are open for business.
I.5 "CUSTODY ACCOUNT" means the account in the name of the Fund,
---------------
which is provided for in Section 3.2 below.
I.6 "MASTER REPURCHASE AGREEMENT" means that certain Master
---------------------------
Repurchase Agreement of even date herewith between the Company on behalf of the
Fund and Bear, Stearns & Co. Inc., an affiliate of
<PAGE>
Custodian ("Bear Stearns"), as it may from time to time be amended.
I.7 "1940 ACT" means the Investment Company Act of 1940, as amended,
--------
and the rules and regulations thereunder.
I.8 "OFFICER" means the President, any Vice President, the Secretary,
-------
any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the
Company.
I.9 "ORAL INSTRUCTIONS" means instructions orally transmitted to and
-----------------
accepted by Custodian which are (a) reasonably believed by Custodian to have
been given by an Authorized Person, (b) recorded and kept among the records of
Custodian made in the ordinary course of business, (c) orally confirmed by
Custodian, and (d) completed in accordance with Custodian's requirements from
time to time as to content of instructions and their manner and timeliness of
delivery by the Fund.
I.10 "PROPER INSTRUCTIONS" means Oral Instructions or Written
-------------------
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.
I.11 "SECURITIES" includes, without limitation, common and preferred
----------
stocks, bonds, call options, put options, debentures, notes, bank certificates
of deposit, forward contracts, futures contracts (including those related to
indexes), options on futures contracts or indexes, bankers' acceptances,
mortgage-backed securities or other obligations, and any certificates, receipts,
warrants or other instruments or documents representing
<PAGE>
rights to receive, purchase or subscribe for the same, or evidencing or
representing any other rights or interests therein, or any similar property or
assets that Custodian has the facilities to clear and to service.
I.12 "SECURITIES LOAN AGREEMENT" means that certain Securities Loan
-------------------------
Agreement of even date herewith between the Company on behalf of the Fund and
Bear, Stearns Securities Corp. ("BSSC"), as it may from time to time be amended.
I.13 "SECURITIES DEPOSITORY" means The Depository Trust Company and
---------------------
(provided that Custodian has received a copy of a resolution of the Board of
Directors of the Company, certified by an Officer, specifically approving the
use thereof as a depository for the Fund) any other clearing agency registered
with the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central
handling and deposit of Securities where all Securities of any particular class
or series of an issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without physical delivery of
the Securities.
I.14 "SHARES" means those shares in a series or class of the capital
------
stock of the Company that represent interests in the Fund.
I.15 "WRITTEN INSTRUCTIONS" means written communications received by
--------------------
Custodian that are (a) reasonably believed by
-
<PAGE>
Custodian to have been signed or sent by any two Authorized Persons, (b) sent or
-
transmitted by letter, facsimile, central processing unit connection, on line
terminal or magnetic tape, and (c) completed in accordance with Custodian's
-
requirements from time to-time as to content of instructions and their manner
and timeliness of delivery by the Fund.
ARTICLE II
APPOINTMENT OF CUSTODIAN
------------------------
II.1 APPOINTMENT. The Company on behalf of the Fund hereby appoints
-----------
Custodian as custodian of all such Securities, cash and other assets as may be
acceptable to Custodian and from time to time delivered to it by the Fund or
others for the account of the Fund.
II.2 ACCEPTANCE. Custodian hereby accepts appointment as such
----------
custodian and agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
------------------------------
III.1 SEGREGATION. All Securities and non-cash property of the Fund
-----------
in the possession of Custodian (other than Securities maintained by Custodian in
a Securities Depository or Book-Entry System) shall be physically segregated
from other Securities and non-cash property in the possession of Custodian and
shall be identified as belonging to the Fund.
III.2 CUSTODY ACCOUNT. (a) Custodian shall open and
---------------
<PAGE>
maintain in its trust department a custody account in the name of the Fund,
subject only to draft or order of Custodian, in which Custodian shall enter and
carry all securities, cash and other assets of the Fund which are delivered to
Custodian and accepted by it. Custodian shall not be under any duty or
obligation to require the Fund to deliver to it any Securities or funds owned by
the Fund and shall have no responsibility or liability for or on account of
Securities or funds not so delivered.
(b) If Custodian at any time fails to receive any of the documents
referred to in Section 3.5(a) below, then, until such time as it receives such
document, it shall not be obligated to receive any Securities of the Fund into
the Custody Account and shall be entitled to return to the Fund any Securities
of the Fund that it is holding.
(c) Custodian may, but shall not be obligated to, hold Securities
that may be held only in physical form.
(d) Custodian is authorized to disclose the name, address and
securities positions of the Fund to the issuers of such securities when
requested by them to do so.
III.3 APPOINTMENT OF AGENTS. (a) Custodian may employ suitable
---------------------
agents, which may include affiliates of Custodian, such as Bear Stearns or BSSC,
both of which are registered broker-dealers. The appointment of any agent
pursuant to this Section 3.3(a) shall not relieve Custodian of any of its
obligations or liabilities under this Agreement. However, no Book-Entry System,
<PAGE>
Securities Depository or other securities depository or clearing agency which it
is or may become standard market practice to use for the comparison and
settlement of trades in securities shall be an agent or sub-contractor of
Custodian for purposes of this Section 3.3(a) or otherwise.
(b) Upon notification of the Fund and in its discretion, Custodian
may appoint, and, upon notification of the Fund, at any time remove, any
domestic bank or trust company which is qualified to act as a custodian under
the 1940 Act as sub-custodian to hold Securities and cash of the Fund and to
carry out such other provisions of this Agreement as it may determine, and, upon
notification of the Fund, may also open and maintain one or more banking
accounts with such a bank or trust company (any such accounts to be in the name
of Custodian and subject only to its draft or order), provided, however, that
the appointment of any such agent or opening and maintenance of any such
accounts shall be at Custodian's expense and shall not relieve Custodian of any
of its obligations or liabilities under this Agreement.
(c) Upon receipt of Written Instructions to do so and at the Fund's
expense, Custodian shall appoint as sub-custodian such domestic bank or trust
company as is named therein, provided that (i) such bank or trust company is
qualified to act as a custodian under the 1940 Act, and (ii) notwithstanding
anything to the contrary in Section 9.1 below or elsewhere in this
<PAGE>
Agreement, Custodian shall have no greater liability to the Fund for the actions
or omissions of any such sub-custodian than any such sub-custodian has to
Custodian, and Custodian shall not be required to discharge any such liability
which may be imposed on it unless and until such sub-custodian has effectively
indemnified Custodian against it or has otherwise discharged its liability to
Custodian in full.
III.4 DELIVERY OF ASSETS TO CUSTODIAN. The Fund shall deliver to
-------------------------------
Custodian the Fund's Securities, cash and other assets, which are acceptable to
Custodian, including (a) payments of income, payments of principal and capital
distributions received by the Fund with respect to such Securities, cash or
other assets owned by the Fund at any time during the term of this Agreement,
and (b) cash received by the Fund for the issuance, at any time during such
term, of Shares. Custodian shall not be responsible for such Securities, cash
or other assets until actually received by it.
III.5 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. Custodian may
----------------------------------------------
deposit and/or maintain Securities of the Fund in a Securities Depository or in
a Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of the Fund in any Securities
Depository or Book-Entry System, the Fund shall deliver to Custodian a
resolution of the Board of Directors of the Company, certified by an Officer,
authorizing and instructing
<PAGE>
Custodian (and any sub-custodian appointed pursuant to Section 3.3 above) on an
on-going basis to deposit in such Securities Depository or Book-Entry System all
Securities eligible for deposit therein and to make use of such Securities
Depository or Book-Entry System to the extent possible and practical in
connection with its performance hereunder (or under the applicable sub-custody
agreement in the case of such sub-custodian), including, without limitation, in
connection with settlements of purchases and sales of Securities, loans of
Securities, and deliveries and returns of collateral consisting of Securities.
(b) Securities of the Fund kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account") of Custodian in
such Book-Entry System or Securities Depository which includes only assets held
by Custodian as a fiduciary, custodian or otherwise for customers.
(c) The records of Custodian with respect to Securities of the Fund
maintained in a Book-Entry System or Securities Depository shall at all times
identify such Securities as belonging to the Fund.
(d) If Securities purchased by the Fund are to be held in a Book-
Entry System or Securities Depository, Custodian shall pay for such Securities
upon (i) receipt of advice from the Book-Entry System or Securities Depository
that such Securities have been transferred to the Depository Account, and (ii)
the making
<PAGE>
of an entry on the records of Custodian to reflect such payment and transfer for
the account of the Fund. If Securities sold by the Fund are held in a Book-Entry
System or Securities Depository, Custodian shall transfer such Securities upon
(i) receipt of advice from the Book-Entry System or Securities Depository that
payment for such Securities has been transferred to the Depository Account, and
(ii) the making of an entry on the records of Custodian to reflect such transfer
and payment for the account of the Fund.
(e) Custodian shall provide the Fund with copies of any report
obtained by Custodian from a Book-Entry System or Securities Depository in which
Securities of the Fund are kept on the internal accounting controls and
procedures for safeguarding Securities deposited in such Book-Entry System or
Securities Depository.
(f) At its election, the Company on behalf of the Fund shall be
subrogated to the rights of Custodian with respect to any claim against a Book-
Entry System or Securities Depository or any other person for any loss or damage
to the Fund arising from the use of such Book-Entry System or Securities
Depository, if and to the extent that the Fund has not been made whole for any
such loss or damage.
III.6 DISBURSEMENT OF MONEYS FROM THE CUSTODY ACCOUNT. Upon receipt
-----------------------------------------------
of Proper Instructions, but subject to its right to foreclose upon and liquidate
collateral pledged to it pursuant to
<PAGE>
Section 10.3 below, Custodian shall make payments from the Custody Account, but
only in the following cases, provided, first, that such payments are in
-----
connection with the clearance and/or custody of Securities or other assets,
second, that there are sufficient funds in the Custody Account, whether
- ------
belonging to the Fund or advanced to it by Custodian in its sole and absolute
discretion as set forth in Section 4.5 below, for Custodian to make such
payments and, third, that after the making of such payments, the Fund would not
-----
be in violation of any margin or other requirements agreed upon pursuant to
Section 4.5 below:
(a) For the purchase of Securities for the Fund but only (i) in the
case of Securities (other than options on Securities, futures contracts and
options on futures contracts), against the delivery to Custodian (or any sub-
custodian appointed pursuant to Section 3.3 above) of such Securities registered
as provided in Section 3.9 below or in proper form for transfer or, if the
purchase of such Securities is effected through a Book-Entry System or
Securities Depository, in accordance with the conditions set forth in Section
3.5 above; (ii) in the case of options on Securities, against delivery to
Custodian (or such sub-custodian) of such receipts as are required by the
customs prevailing among dealers in such options; (iii) in the case of futures
contracts and options on futures contracts, against delivery to Custodian (or
such sub-custodian) of evidence of title thereto in favor of the Fund, the
Custodian, any such sub-
<PAGE>
custodian or any nominee referred to in Section 3.9 below; and (iv) in the case
of repurchase or reverse repurchase agreements entered into by the Fund, against
delivery of the purchased Securities either in certificate form or through an
entry crediting Custodian's account at a Book-Entry System or Securities
Depository with such Securities;
(b) In connection with the conversion, exchange or surrender, as set
forth in Section 3.7(f) below, of Securities owned by the Fund;
(c) For the payment as provided in Article V below of any dividends
or other distributions declared by the Fund on the Shares;
(d) In payment of the redemption price of Shares as provided in
Article V below;
(e) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the Fund:
interest, taxes, administration, investment management, investment advisory,
accounting, auditing, transfer agent, custodian, trustee and legal fees; and
other operating expenses of the Fund; in all cases, whether or not such expenses
are to be in whole or in part capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian and a broker-dealer, relating
to compliance with rules of The
<PAGE>
Options Clearing Corporation and of any registered national securities exchange
(or of any similar organization or organizations) regarding escrow or other
arrangements in connection with transactions by the Fund;
(g) For transfer in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian, and a futures commission
merchant, relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any similar organization or
organizations) regarding account deposits in connection with transactions by the
Fund;
(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including Custodian), but
only if the payment instructions to Custodian detail specific Securities to be
acquired;
(i) For the purchase from a bank or other financial institution of
loan participations, but only if Custodian has in its possession a copy of the
agreement between the Company on behalf of the Fund and such bank or other
financial institution with respect to the purchase of such loan participations
and the payment instructions to Custodian detail specific assets to be acquired;
(j) For transfer to a broker-dealer registered under the 1934 Act in
accordance with the provisions of any agreement among the Company on behalf of
the Fund, Custodian and such a
<PAGE>
broker-dealer as margin for a short sale of Securities;
(k) For the payment of amounts due in lieu of dividends paid on
Securities sold short by the Fund; and
(l) For any other proper purpose, but only upon receipt, in addition
to Proper Instructions, of a copy of a resolution of the Board of Directors,
certified by an Officer, specifying the amount and purpose of such payment,
declaring such purpose to be a proper purpose of the Fund, and naming the person
or persons to whom such payment is to be made.
III.7 DELIVERY OF SECURITIES FROM THE CUSTODY ACCOUNT. Upon receipt
-----------------------------------------------
of Proper Instructions, but subject to its right to foreclose upon and liquidate
collateral pledged to it pursuant to Section 10.3 below, Custodian shall release
and deliver Securities and other assets from the Custody Account, but only in
the following cases, provided, first, that such deliveries are in connection
-----
with the clearance and/or custody of Securities or other assets, second, that
------
there are sufficient amounts and types of Securities or other assets in the
Custody Account for Custodian to make such delivery, and, third, that after the
-----
making of such delivery, the Fund would not be in violation of any margin or
other requirements agreed upon pursuant to Section 4.5 below:
(a) Upon the sale of Securities for the account of the Fund but,
subject to Section 4.3 below, only against receipt of payment therefor in cash,
by certified or cashiers' check or bank
<PAGE>
credit;
(b) In the case of a sale effected through a Book-Entry System or
Securities Depository, in accordance with the provisions of Section 3.5 above;
(c) To an offeror's depository agent in connection with tender or
other similar offers for Securities of the Fund; provided that, in any such
case, the cash or other consideration is to be delivered to Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the name
of the Fund or any of the nominees referred to in Section 3.9 below, or (ii) for
exchange for a different number of certificates or other evidence representing
the same aggregate face amount or number of units; provided that, in any such
case, the new Securities are to be delivered to Custodian;
(e) To the broker selling Securities, for examination in accordance
with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the issuer of
such Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or receipt
of underlying Securities in connection with the issuance or cancellation of
depository receipts; provided that, in any such case, the new Securities and
cash, if any, are to be delivered to
<PAGE>
Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase
agreement entered into by the Fund;
(h) In the case of warrants, rights or similar Securities, upon the
exercise thereof, provided that, in any such case, the new Securities and cash,
if any, are to be delivered to Custodian;
(i) For delivery in connection with any loans of Securities pursuant
to any securities loan agreement entered into by the Company on behalf of the
Fund, but only against receipt of such collateral as is required under such
securities loan agreement;
(j) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against receipt by
Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Fund;
(l) For delivery in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian and a broker-dealer, relating
to compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection with
transactions by the Fund;
<PAGE>
(m) For delivery in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian, and a futures commission
merchant, relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any similar organization or
organizations) regarding account deposits in connection with transactions by the
Fund;
(n) For delivery to a broker-dealer registered under the 1934 Act or
in accordance with the provisions of any agreement among the Company on behalf
of the Fund, Custodian and such a broker-dealer as margin for a short sale of
Securities;
(o) For any other proper purpose, but only upon receipt, in addition
to Proper Instructions, of a copy of a resolution of the Board of Directors,
certified by an Officer, specifying the Securities to be delivered, setting
forth the purpose for which such delivery is to be made, declaring such purpose
to be a proper purpose of the Fund, and naming the person or persons to whom
delivery of such Securities is to be made.
III.8 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise
-----------------------------------------
instructed by the Fund, Custodian shall with respect to all Securities held for
the Fund:
(a) Subject to Section 9.4 below, collect on a timely basis
all income and other payments to which the Fund is entitled either by law or
pursuant to custom in the securities business;
(b) Subject to Section 9.4 below, collect on a timely
<PAGE>
basis the amount payable upon or with respect to all Securities and other assets
which may mature or be called, redeemed, retired or otherwise become payable;
(c) Endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary
form for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in effect, and
prepare and submit reports to the Internal Revenue Service ("IRS") and to the
Fund at such time, in such manner and containing such information as is
prescribed by the IRS;
(f) Hold for the Fund all rights and similar securities
issued with respect to Securities of the Fund; and
(g) In general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase and transfer of, and
other dealings in, Securities and other assets of the Fund.
III.9 REGISTRATION AND TRANSFER OF SECURITIES. All Securities held
---------------------------------------
for the Fund that are issuable only in bearer form shall be held by Custodian in
that form, provided that any such Securities shall be held in a Book-Entry
System if eligible therefor. All other Securities held for the Fund may be
<PAGE>
registered in the name of Custodian as agent, any sub-custodian appointed
pursuant to Section 3.3 above, any Securities Depository, or any nominee or
agent of any of them. The Fund shall furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for transfer,
or to register as in this Section 3.9 provided, any Securities delivered to
Custodian which are registered in the name of the Fund.
III.10 RECORDS. (a) Custodian shall maintain complete and accurate
-------
records with respect to Securities, cash or other property held for the Fund,
including (i) journals or other records of original entry containing an itemized
daily record in detail of all receipts and deliveries of Securities and all
receipts and disbursements of cash; (ii) ledgers (or other records) reflecting
(A) Securities in transfer, if any, (B) Securities in physical possession, (C)
monies and Securities borrowed and monies and Securities loaned (together with a
record of the collateral therefor and substitutions of such collateral), (D)
dividends and interest received, and (E) dividends receivable and interest
accrued; and (iii) cancelled checks and bank records related thereto. Custodian
shall keep such other books and records with respect to Securities, cash and
other property of the Fund which is held hereunder as the Fund may reasonably
request.
(b) All such books and records maintained by Custodian
<PAGE>
shall (i) be maintained in a form acceptable to the Fund and in compliance with
rules and regulations of the Securities and Exchange Commission, (ii) be the
property of the Fund and at all times during the regular business hours of
Custodian be made available upon request for inspection by duly authorized
officers, employees or agents of the Company on behalf of the Fund and employees
or agents of the Securities and Exchange Commission, and (iii) if required to be
maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods
prescribed in Rule 31a-2 under the 1940 Act.
III.11 ACCOUNT REPORTS BY CUSTODIAN. Custodian shall furnish the
----------------------------
Fund with a daily activity statement, including a summary of all transfers to or
from the Custody Account, on the day following such transfers. At least monthly
and from time to time, Custodian shall furnish the Fund with a detailed
statement of the Securities and moneys held for the Fund under this Agreement.
III.12 OTHER REPORTS BY CUSTODIAN. Custodian shall provide the Fund
--------------------------
with such reports as the Fund may reasonably request from time to time on the
internal accounting controls and procedures for safeguarding Securities which
are employed by Custodian or any sub-custodian appointed pursuant to Section 3.3
above.
III.13 PROXIES AND OTHER MATERIALS. Unless otherwise instructed by
---------------------------
the Fund, Custodian shall promptly deliver to the
<PAGE>
Fund all notices of meetings, proxy materials (other than proxies) and other
announcements, which it receives regarding Securities held by it in the Custody
Account. Whenever Custodian or any of its agents receives a proxy with respect
to Securities in the Custody Account, Custodian shall promptly request
instructions from the Fund on how such Securities are to be voted, and shall
give such proxy, or cause it to be given, in accordance with such instructions.
If the Fund timely informs Custodian that the Fund wishes to vote any such
Securities in person, Custodian shall promptly seek to have a legal proxy
covering such Securities issued to the Fund. Unless otherwise instructed by the
Fund, neither Custodian nor any of its agents shall exercise any voting rights
with respect to Securities held hereunder.
III.14 INFORMATION ON CORPORATE ACTIONS. Unless otherwise instructed
--------------------------------
by the Fund, Custodian shall promptly transmit to the Fund all other written
information received by Custodian from issuers of Securities held in the Custody
Account. With respect to tender or exchange offers for such Securities, or
other corporate transactions involving such Securities, Custodian shall promptly
transmit to the Fund all written information received by Custodian from the
issuers of such Securities or from any party (or its agents) making any such
tender or exchange offer or participating in such other corporate transaction.
If the Fund desires, with respect to any such tender or exchange offer or
<PAGE>
other corporate transaction, to take any action that may be taken by it pursuant
to the terms of such offer or other transaction, the Fund shall notify Custodian
at least five Business Days prior to the date on which Custodian is to take such
action.
III.15 CO-OPERATION. Custodian shall cooperate with and supply
------------
necessary information to the entity or entities appointed by the Company on
behalf of the Fund to keep the books of account of the Fund and/or to compute
the value of the assets of the Fund.
<PAGE>
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
--------------------------------------------
IV.1 PURCHASE OF SECURITIES. Promptly upon each purchase of
----------------------
Securities for the Fund, Written Instructions shall be delivered to Custodian,
specifying (a) the name of the issuer or writer of such Securities, and the
title or other description thereof, (b) the number of shares, principal amount
(and accrued interest, if any), or other units purchased, (c) the date of
purchase and settlement, (d) the purchase price per unit, (e) the total amount
payable upon such purchase, and (f) the name of the person to whom such amount
is payable. Custodian shall upon receipt of such Securities purchased by the
Fund (or, if the Securities are transferred by means of a private placement
transaction, upon the receipt of such Securities or payment instructions to
Custodian which detail specific Securities to be acquired) pay out of the moneys
held for the account of the Fund the total amount specified in such Written
Instructions to the person named therein.
IV.2 SALE OF SECURITIES. Promptly upon each sale of Securities by
------------------
the Fund, Written Instructions shall be delivered to Custodian, specifying (a)
the name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale and settlement, (d)
the sale price per unit, (e) the total amount payable upon
<PAGE>
such sale, and (f) the person to whom such Securities are to be delivered. Upon
receipt of the total amount payable to the Fund as specified in such Written
Instructions, Custodian shall deliver such Securities to the person specified in
such Written Instructions. Subject to the foregoing, Custodian may accept
payment in such form as shall be satisfactory to it, and may deliver Securities
and arrange for payment in accordance with the customs prevailing among dealers
in Securities.
IV.3 DELIVERY OF SECURITIES SOLD. Notwithstanding Section 4.2 above
---------------------------
or any other provision of this Agreement, Custodian, when instructed to deliver
Securities against payment, shall be entitled, but only if in accordance with
generally accepted market practice, to deliver such Securities prior to actual
receipt of final payment therefor and, exclusively in the case of Securities in
physical form, to deliver such Securities prior to receipt of payment. In any
such case, the Fund shall bear the risk that final payment for such Securities
may not be made or that such Securities may be returned or otherwise held or
disposed of by or through the person to whom they were delivered, and Custodian
shall have no liability for any of the foregoing.
IV.4 PAYMENT FOR SECURITIES SOLD, ETC. In its sole discretion and
---------------------------------
from time to time, Custodian may credit the Custody Account, prior to actual
receipt of final payment thereof, with (a) proceeds from the sale of Securities
which it has been instructed to deliver against payment, (b) proceeds from
<PAGE>
the redemption of Securities or other assets of the Fund, and (c) income from
cash, Securities or other assets of the Fund. Any such credit shall be
conditional upon actual receipt by Custodian of final payment and may be
reversed if final payment is not actually received in full. Custodian may, in
its sole discretion and from time to time, permit the Fund to use funds so
credited to the Custody Account in anticipation of actual receipt of final
payment. Any funds so used shall constitute an advance subject to Section 4.5
below.
IV.5 CLEARING CREDIT. Custodian may, in its sole discretion and from
---------------
time to time, advance funds to the Fund to facilitate the settlement of the
Fund's transactions in the Custody Account. Any such advance (a) shall be
-
repayable immediately upon demand made by Custodian, (b) shall be fully secured
-
as provided in Section 10.3 below, and (c) shall bear interest at such rate, and
-
be subject to such other terms and conditions, as Custodian and the Company on
behalf of the Fund may agree.
IV.6 FINAL PAYMENT. For purposes of this Agreement, "final payment"
-------------
means payment in funds which are (or have become) immediately available, under
applicable law are irreversible, and are not subject to any security interest,
levy, lien or other encumbrance.
<PAGE>
ARTICLE V
REDEMPTION OF FUND SHARES;
DIVIDENDS AND OTHER DISTRIBUTIONS
---------------------------------
V.1 TRANSFER OF FUNDS. From such funds as may be available for the
-----------------
purpose in the Custody Account, and upon receipt of Proper Instructions
specifying that the funds are required to redeem Shares or to pay dividends or
other distributions to holders of Shares, Custodian shall transfer each amount
specified in such Proper Instructions to such account of the Fund or of an agent
thereof (other than Custodian), at such bank, as the Fund may designate therein
with respect to such amount.
V.2 SOLE DUTY OF CUSTODIAN. Custodian's sole obligation with respect
----------------------
to the redemption of Shares and the payment of dividends and other distributions
thereon shall be its obligation set forth in Section 5.1 above, and Custodian
shall not be required to make any payments to the various holders from time to
time of Shares nor shall Custodian be responsible for the payment or
distribution by the Fund, or any agent designated in Proper Instructions given
pursuant to Section 5.1 above, of any amount paid by Custodian to the account of
the Fund or such agent in accordance with such Proper Instructions.
<PAGE>
ARTICLE VI
SEGREGATED ACCOUNTS
-------------------
Upon receipt of Proper Instructions, Custodian shall establish and
maintain a segregated account or accounts for and on behalf of the Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account:
(a) in accordance with the provisions of any agreement among the
Company on behalf of the Fund, Custodian and a broker-dealer (or any futures
commission merchant), relating to compliance with the rules of The Options
Clearing Corporation or of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund,
(b) for purposes of segregating cash or Securities in connection with
securities options purchased or written by the Fund or in connection with
financial futures contracts (or options thereon) purchased or sold by the Fund,
(c) which constitute collateral for loans of Securities made by the
Fund,
(d) for purposes of compliance by the Fund with requirements under
the 1940 Act for the maintenance of segregated accounts by registered investment
companies in connection with reverse repurchase agreements, when-issued, delayed
delivery and
<PAGE>
firm commitment transactions, and short sales of securities, and
(e) for other proper purposes, but only upon receipt of, in addition
to Proper Instructions, a copy of a resolution of the Board of Directors,
certified by an Officer, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper purposes of the
Fund.
ARTICLE VII
SECURITIES LENDING TRANSACTIONS
-------------------------------
VII.1 TRANSACTIONS. If and to the extent that the necessary funds
------------
and Securities have been entrusted to it under this Agreement (and unless the
Fund gives it Proper Instructions to do otherwise), Custodian from time to time
shall make for the account of the Fund the transfers of funds and deliveries of
Securities which the Fund is required to make pursuant to the Securities Loan
Agreement and shall receive for the account of the Fund the transfers of funds
and deliveries of Securities which the borrower under the Securities Loan
Agreement is required to make pursuant thereto. Custodian shall make and
receive all such transfers and deliveries pursuant to, and subject to the terms
and conditions of, the Securities Loan Agreement.
VII.2 COLLATERAL; EVENTS OF DEFAULT. Custodian shall daily mark to
-----------------------------
market, in the manner provided for in the Securities Loan Agreement, all loans
of Securities which may from time to time be outstanding thereunder. Custodian
shall promptly notify the Fund
<PAGE>
of any Default under the Securities Loan Agreement (as such term "Default" is
defined therein) of which it has actual knowledge.
VII.3 SECURITIES LOAN AGREEMENT. Custodian hereby acknowledges its
-------------------------
receipt from the Company on behalf of the Fund of a copy of the Securities Loan
Agreement. The Fund shall provide Custodian, prior to the effectiveness
thereof, with a copy of any amendment to the Securities Loan Agreement.
ARTICLE VIII
REPURCHASE TRANSACTIONS
-----------------------
VIII.1 TRANSACTIONS. If and to the extent that the funds and
------------
Securities have been entrusted to it under this Agreement (and unless the Fund
gives it Proper Instructions to do otherwise), Custodian from time to time shall
make for the account of the Fund the transfers of funds and deliveries of
Securities which the Fund is required to make pursuant to the Master Repurchase
Agreement and shall receive for the account of the Fund the transfers of funds
and deliveries of Securities which the seller under the Master Repurchase
Agreement is required to make pursuant thereto. Custodian shall make and
receive all such transfers and deliveries pursuant to, and subject to the terms
and conditions of, the Master Repurchase Agreement.
VIII.2 COLLATERAL; EVENTS OF DEFAULT. Custodian shall daily mark to
-----------------------------
market the Securities purchased by the Fund under the Master Repurchase
Agreement and held in the Custody Account,
<PAGE>
and shall give to the seller thereunder any such notice as may be required by
the Master Repurchase Agreement in connection with such mark-to-market.
Custodian shall promptly notify the Fund of any Event of Default by the seller
under the Master Repurchase Agreement (as such term "Event of Default" is
defined therein) of which it has actual knowledge.
VIII.3 MASTER REPURCHASE AGREEMENT. Custodian hereby acknowledges
---------------------------
its receipt from the Company on behalf of the Fund of a copy of the Master
Repurchase Agreement. The Fund shall provide Custodian, prior to the
effectiveness thereof, with a copy of any amendment to the Master Repurchase
Agreement.
<PAGE>
ARTICLE IX
CONCERNING THE CUSTODIAN
------------------------
IX.1 STANDARD OF CARE. Custodian shall be held to the exercise of
----------------
reasonable care in carrying out its obligations under this Agreement, and shall
be without liability to the Fund for any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability or claim which does not arise from
willful misfeasance, bad faith or negligence on the part of Custodian or
reckless disregard by Custodian of its obligations under this Agreement.
Custodian shall be entitled to rely on and may act upon advice of counsel on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. In no event shall Custodian be liable for
special or consequential damages or be liable in any manner whatsoever for any
action taken or omitted upon instructions from the Fund or any agent of the
Company on behalf of the Fund. Custodian shall not be under any obligation at
any time to ascertain whether the Fund is in compliance with the 1940 Act, the
regulations thereunder, the provisions of its charter documents or by-laws, or
its investment objectives, policies and limitations as in effect from time to
time.
IX.2 ACTUAL COLLECTION REQUIRED. Custodian shall not be liable for,
--------------------------
or considered to be the custodian of, any cash belonging to the Fund or any
money represented by a check, draft or other instrument for the payment of
money, until Custodian or
<PAGE>
its agents actually receive such cash or collect on such instrument.
IX.3 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the extent
---------------------------------
that it is in the exercise of reasonable care, Custodian shall not be
responsible for the title, validity or genuineness of any property or evidence
of title thereto received or delivered by it or its agents.
IX.4 LIMITATION ON DUTY TO COLLECT. Custodian shall promptly notify
-----------------------------
the Fund whenever any money or property due and payable from or on account of
any Securities held hereunder for the Fund is not timely received by it.
Custodian shall not, however, be required to enforce collection, by legal means
or otherwise, of any such money or other property not paid when due, but shall
receive the proceeds of such collections as may be effected by it or its agents
in the ordinary course of Custodian's custody and safekeeping business or of the
custody and safekeeping business of such agents.
IX.5 EXPRESS DUTIES ONLY. Custodian shall have no duties or
-------------------
obligations whatsoever except such duties and obligations as are specifically
set forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against Custodian. Custodian shall have no discretion whatsoever
with respect to the management, disposition or investment of the Custody Account
and is not a fiduciary to the Fund.
IX.6 COMPLIANCE WITH LAWS. Custodian undertakes to comply
--------------------
<PAGE>
with all applicable requirements of the Securities Act of 1933, the Securities
Exchange Act of 1934, the 1940 Act and the Commodities Exchange Act and any
laws, rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by Custodian hereunder. Except as
specifically set forth herein, Custodian assumes no responsibility for such
compliance by the Fund.
<PAGE>
ARTICLE X
INDEMNIFICATION
---------------
X.1 INDEMNIFICATION. The Fund shall indemnify and hold harmless
---------------
Custodian, any sub-custodian and any nominee of Custodian or any sub-custodian,
from and against any loss, damages, cost, expense (including attorneys' fees and
disbursements), liability (including, without limitation, liability arising
under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any federal or
state securities and/or banking laws) or claim arising directly or indirectly
(a) from the fact that Securities are registered in the name of any such
nominee, or (b) from any action or inaction by Custodian or such sub-custodian
or other agent (i) at the request or direction of or in reliance on the advice
of the Fund or any of its agents, or (ii) upon Proper Instructions, or (c)
generally, from the performance of its obligations under this Agreement,
provided that Custodian, any sub-custodian or any nominee of either of them
shall not be indemnified and held harmless from and against any such loss,
damage, cost, expense, liability or claim arising from Custodian's willful
misfeasance, bad faith, negligence or reckless disregard of its obligations
under this Agreement or, in the case of any sub-custodian or its nominee, from
such sub-custodian's willful misfeasance, bad faith, negligence or reckless
disregard of its obligations under the Agreement under which it is acting.
<PAGE>
X.2 INDEMNITY TO BE PROVIDED. If the Fund requests Custodian to take
------------------------
any action with respect to Securities, which may, in the opinion of Custodian,
result in Custodian or its nominee becoming liable for the payment of money or
incurring liability of some other form, Custodian shall not be required to take
such action until the Fund shall have provided indemnity therefor to Custodian
in an amount and form satisfactory to Custodian.
X.3 SECURITY. As security for the payment of any present or future
--------
obligation or liability of any kind which the Fund may have to Custodian with
respect to or in connection with the Custody Account or this Agreement, or which
the Fund may otherwise have to Custodian, the Fund hereby pledges to Custodian
all cash, Securities and other property of every kind which is in the Custody
Account or otherwise held for the Fund pursuant to this Agreement, and hereby
grants to Custodian a lien, right of set-off and continuing security interest in
such cash, Securities and other property.
X.4 LIMITATION. Notwithstanding any other provision of this
----------
Agreement, the obligations and liabilities of the Company on behalf of the Fund
under this Agreement are solely those of the Fund, and neither the Company
generally nor any of its other investment portfolios shall be responsible for
any of such obligations or liabilities.
<PAGE>
ARTICLE XI
FORCE MAJEURE
-------------
Neither Custodian nor the Fund shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation.
<PAGE>
ARTICLE XII
REPRESENTATIONS AND WARRANTIES
------------------------------
Each of the Company on behalf of the Fund and Custodian represents and
warrants for itself that (a) it has all necessary power and authority to perform
its obligations hereunder, (b) the execution and delivery by it of this
Agreement, and the performance by it of its obligations under this Agreement,
have been duly authorized by all necessary action and will not violate any law,
regulation, charter, by-law, or other instrument, restriction or provision
applicable to it or by which it is bound, and (c) this Agreement constitutes a
legal, valid and binding obligation of it, enforceable against it in accordance
with its terms.
ARTICLE XIII
COMPENSATION OF CUSTODIAN
-------------------------
The Fund shall pay Custodian such fees and charges as are set forth in
the fee schedule annexed hereto as Exhibit C, as such fee schedule may from time
to time be revised by Custodian upon 14 days' prior written notice to the Fund.
Any annual fee or other charges payable by the Fund shall be paid monthly by
automatic deduction from the Custody Account. Expenses incurred by Custodian in
the performance of its services hereunder, and all other proper charges and
disbursements of the Custody Account, shall be charged to the Custody Account by
Custodian and paid therefrom.
<PAGE>
ARTICLE XIV
TAXES
-----
Any and all taxes, including any interest and penalties with respect
thereto, which may be levied or assessed under present or future laws or in
respect of the Custody Account or any income thereof shall be charged to the
Custody Account by Custodian and paid therefrom.
ARTICLE XV
AUTHORIZED PERSONS
------------------
XV.1 AUTHORIZED PERSONS. Custodian may rely upon and act in
------------------
accordance with any notice, confirmation, instruction or other communication
received by it from the Fund which is reasonably believed by Custodian to have
been given or signed on behalf of the Fund by any two of the Authorized Persons
(one in the case of Oral Instructions) designated by the Fund in Exhibit A
hereto, as it may from time to time be revised. The Fund may revise Exhibit A
hereto at any time by notice in writing to Custodian given in accordance with
Article XVI below, but no revision of Exhibit A hereto shall be effective until
Custodian actually receives such notice.
XV.2 INVESTMENT ADVISERS. Custodian may also act in accordance with
-------------------
any Written or Oral Instructions which are reasonably believed by Custodian to
have been given or signed by any two of the Authorized Persons (one in the case
of Oral Instructions) designated by any of the investment advisers of the
<PAGE>
Fund specified in Exhibit B hereto (if any) as it may from time to time be
revised. The Fund may reverse Exhibit B hereto at any time by notice in writing
to Custodian given in accordance with Article XVI below, and each investment
adviser specified in Exhibit B hereto (if any) may at any time by like notice
designate an Authorized Person or remove an Authorized Person previously
designated by it, but no revision of Exhibit B hereto (if any) and no
designation or removal by such investment adviser shall be effective until
Custodian actually receives such notice.
XV.3 ORAL INSTRUCTIONS. Custodian may rely upon and act in
-----------------
accordance with Oral Instructions. If Written Instructions confirming Oral
Instructions are not received by Custodian prior to a transaction, it shall in
no way affect the validity of the transaction authorized by such Oral
Instructions or the authorization of the Fund to effect such transaction.
Custodian shall incur no liability to the Fund in acting upon Oral Instructions.
To the extent such Oral Instructions vary from any confirming Written
Instructions, Custodian shall advise the Fund of such variance but unless
confirming Written Instructions are timely received, such Oral Instructions will
govern. Either Custodian or Fund may electronically record any instructions
given by telephone and any other telephone discussions with respect to the
Custody Account.
<PAGE>
ARTICLE XVI
NOTICES
-------
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be sent, delivered or given
to the recipient at the address set forth after its name hereinbelow:
If to the Fund:
N/I SMALL CAP VALUE FUND
THE RBB FUND
Bellevue Park Corporate Center
400 Bellevue Parkway (Ste 100)
Wilmington, DE 19809
Attention: Charles D. Curtis, Jr.
----------------------
Telephone: (302) 791-1791
Facsimile: (302) 791-3067
If to Custodian:
CUSTODIAL TRUST COMPANY
101 Carnegie Center
Princeton, New Jersey 08540-6231
Attention: Vice President - Trust Operations
---------------------------------
Telephone: (609) 951-2320
Facsimile: (609) 951-2327
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XVI. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
<PAGE>
ARTICLE XVII
TERMINATION
-----------
Either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than sixty (60) days after the date of the giving of such
notice. Upon the date set forth in such notice this Agreement shall terminate,
and Custodian shall, upon receipt of a notice of acceptance by the successor
custodian, on that date (a) deliver directly to the successor custodian or its
agents all Securities (other than Securities held in a Book-Entry System or
Securities Depository) and cash then owned by the Fund and held by Custodian as
custodian, and (b) transfer any Securities held in a Book-Entry System or
Securities Depository to an account of or for the benefit of the Fund, provided
that the Fund shall have paid to Custodian all fees, expenses and other amounts
to the payment or reimbursement of which it shall then be entitled.
ARTICLE XVIII
MISCELLANEOUS
-------------
XVIII.1 BUSINESS DAYS. Nothing contained in this Agreement shall
-------------
require Custodian to perform any function or duties on a day other than a
Business Day.
XVIII.2 GOVERNING LAW. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of New York, without regard
to the conflict of law principles thereof.
<PAGE>
XVIII.3 REFERENCES TO CUSTODIAN. The Fund shall not circulate any
-----------------------
printed matter which contains any reference to Custodian without the prior
written approval of Custodian, excepting printed matter contained in the
prospectus or statement of additional information for the Fund and such other
printed matter as merely identifies Custodian as custodian for the Fund. The
Fund shall submit printed matter requiring approval to Custodian in draft form,
allowing sufficient time for review by Custodian and its counsel prior to any
deadline for printing.
XVIII.4 NO WAIVER. No failure by either party hereto to exercise,
---------
and no delay by such party in exercising, any right hereunder shall operate as a
waiver thereof. The exercise by either party hereto of any right hereunder
shall not preclude the exercise of any other right, and the remedies provided
herein are cumulative and not exclusive of any remedies provided at law or in
equity.
XVIII.5 AMENDMENTS. This Agreement cannot be changed orally and no
----------
amendment to this Agreement shall be effective unless evidenced by an instrument
in writing executed by the parties hereto.
XVIII.6 COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
<PAGE>
XVIII.7 SEVERABILITY. If any provision of this Agreement shall be
------------
invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions shall not be
affected or impaired thereby.
XVIII.8 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
----------------------
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be
-------- -------
assignable by either party hereto without the written consent of the other
party. Any purported assignment in violation of this Section 18.8 shall be
void.
XVIII.9 JURISDICTION. Any suit, action or proceeding with respect to
------------
this Agreement may be brought in the Supreme Court of the State of New York,
County of New York, or in the United States District Court for the Southern
District of New York, and the parties hereto hereby submit to the non-exclusive
jurisdiction of such courts for the purpose of any such suit, action or
proceeding, and hereby waive for such purpose any other preferential
jurisdiction by reason of their present or future domicile or otherwise.
XVIII.10 HEADINGS. The headings of sections in this Agreement are
--------
for convenience of reference only and shall not affect the meaning or
construction of any provision of this Agreement.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its representative
thereunto duly authorized, all as of the day and year first above written.
THE RBB FUND, INC.
WITH RESPECT TO AND ON BEHALF OF
N/I SMALL CAP VALUE FUND
By:________________________________
Name: Edward J. Roach
Title: President and Treasurer
CUSTODIAL TRUST COMPANY
By:________________________________
Name: Ronald D. Watson
Title: President
<PAGE>
EXHIBIT A
---------
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by N/I SMALL CAP VALUE FUND to administer the Custody Account.
NAME SIGNATURE
---- ---------
_______________________________ ________________________________
_______________________________ ________________________________
_______________________________ ________________________________
_______________________________ ________________________________
<PAGE>
EXHIBIT B
---------
INVESTMENT ADVISERS
NUMERIC INVESTORS L.P.
<PAGE>
EXHIBIT C
---------
CUSTODY FEES AND TRANSACTION CHARGES
DOMESTIC FEES. The Fund shall pay Custodian the following fees for
assets maintained in the United States ("Domestic Assets") and charges for
transactions in the United States, all such fees and charges to be payable
monthly:
(1) an annual fee of the greater of 0.015% (one and one-half basis
points) per annum of the value of the Domestic Assets in the Custody Account or
$5,000, such fee to be based upon the total market value of such Domestic Assets
as determined on the last Business Day of the month for which such fee is
charged;
(2) a transaction charge of $12 for each receive or deliver of book-
entry Securities into or from the Custody Account (but not for any such receive
or deliver of book-entry Securities loaned by the Portfolio or constituting
collateral for a loan of Securities, or any such receive or deliver in a
repurchase transaction representing (a) a cash sweep investment for the Fund's
account or (b) the investment by the Fund of cash collateral for a loan of
Securities);
(3) a transaction charge of $25 for each receive or deliver into or
from the Custody Account of Securities in physical form;
(4) a transaction charge for each repurchase transaction in the
Custody Account which represents a cash sweep investment for the Fund's account,
computed, on the basis of a 360-day year and for the actual number of days such
repurchase transaction is
<PAGE>
outstanding, at a rate of 0.10% (ten basis points) per annum on the amount of
the purchase price paid by the Fund in such repurchase transaction;
(5) a charge of $10 for each "free" transfer of funds from the
Custody Account;
(6) an administrative fee for each purchase in the Custody Account of
shares or other interests in a money market or other fund, which purchase
represents a cash sweep investment for the Fund's account, computed for each day
that there is a positive balance in such fund to equal 1/365th of 0.10% (ten
basis points) on the amount of such positive balance for such day; and
(7) a service charge for each holding of Securities or other assets
sold by way of private placement or in such other manner as to require services
by Custodian which in its reasonable judgment are materially in excess of those
ordinarily required for the holding of publicly traded Securities in the United
States.
INTERNATIONAL FEES. The Fund shall pay Custodian fees for assets
------------------
maintained outside the United States ("Foreign Assets") and charges for
transactions outside the United States (including, without limitation, charges
for funds transfers and tax reclaims) in accordance with such schedule of fees
and charges for each country in which Foreign Assets are held as Custodian shall
from time to time provide to the Fund. Any asset-based fee shall be based upon
the total market value of the
<PAGE>
applicable Foreign Assets as determined on the last Business Day of the month
for which such fee is charged.
<PAGE>
Exhibit 9(dddd)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(n/i Small Cap Value Fund)
This supplemental agreement is entered into this __ day of __________,
1998, by and between THE RBB FUND, INC. (the "Fund") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the Shares of the Fund, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
-------------------------------------
Agreement is hereby adopted for the n/i Small Cap Value Fund (the "Fund") Class
of Common Stock (Class MMM) of the Fund. This shall constitute a "Class" as
referred to in the Transfer Agency Agreement and its shares shall be "Shares" as
referred to therein.
2. Compensation. As compensation for the services rendered by the
------------
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to each Class of the Fund, monthly fees
that shall be agreed to from time to time by the Fund and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services,
as shall be agreed to from time to time by the Fund and the Transfer Agent.
3. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
<PAGE>
THE RBB FUND, INC. PFPC INC.
By:_______________________ By:________________________
President and Treasurer
<PAGE>
Exhibit 9(eeee)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of September __, 1998 by and between THE RBB
FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware
corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Bank
Corp.
The Fund is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Fund wishes to retain PFPC, to provide administration and
accounting services to its n/i Small Cap Value Fund (the "Portfolio"), and PFPC
wishes to furnish such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. Definitions.
-----------
(a) "1933 Act" means the Securities Act of 1933, as amended.
--------
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
--------
(c) "Authorized Person" means any officer of the Fund and any other
-----------------
person, duly authorized by the Fund's Board of Directors, to give Oral and
Written Instructions on behalf of the Fund and listed on the Certificate
attached hereto as Appendix B
<PAGE>
or any amendment thereto as may be received by PFPC from time to time. An
Authorized Person's scope of authority may be limited by the Fund by setting
forth such limitation on the Certificate.
(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.
<PAGE>
(i) "Written Instructions" mean written instructions signed by two
--------------------
Authorized Persons and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. Appointment.
-----------
The Fund hereby appoints PFPC to provide administration and accounting
services to the Portfolio, in accordance with the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to furnish such services.
3. Delivery of Documents.
---------------------
The Fund has provided or, where applicable, will provide PFPC with the
following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of PFPC to
provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements with
respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or agreements with
respect to the Portfolio;
(e) a copy of any additional administration agreement with respect to
the Portfolio;
(f) copies of any shareholder servicing agreements made in respect of
the Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
<PAGE>
4. Compliance with Government Rules and Regulations. PFPC undertakes to
------------------------------------------------
comply with all applicable requirements of the 1933 Act, the 1934 Act and the
1940 Act, and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to all duties to be performed by PFPC hereunder.
Except as specifically set forth herein, PFPC assumes no responsibility for such
compliance by the Fund.
5. Instructions.
------------
Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written Instructions
it receives from an Authorized Person (or from a person reasonably believed by
PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume
that any Oral or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or of
the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact
that such confirming Written Instructions are not received by PFPC shall in no
way invalidate the transactions or enforceability of the transactions authorized
by the Oral Instructions. The Fund further agrees that PFPC shall incur no
liability to the Fund in acting upon
<PAGE>
Oral or Written Instructions provided such instructions reasonably appear to
have been received from an Authorized Person.
6. Right to Receive Advice.
-----------------------
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any questions
-----------------
of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in
<PAGE>
accordance with such directions, advice or Oral or Written Instructions unless,
under the terms of other provisions of this Agreement, the same is a condition
of PFPC's properly taking or not taking such action.
7. Records.
-------
The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and Authorized
Persons shall have access to such books and records at all times during PFPC's
normal business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by PFPC to the Fund or to an Authorized
Person at the Fund's expense to be paid from the assets of the Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolio's books of
account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act and as specifically set
forth in Appendix B hereto.
8. Confidentiality.
---------------
<PAGE>
PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present
and potential), unless the release of such records or information is
otherwise consented to, in writing, by the Fund. The Fund agrees that
such consent shall not be unreasonably withheld. The Fund further
agrees that, should PFPC be required to provide such information or
records to duly constituted authorities (who may institute civil or
criminal contempt proceedings for failure to comply), PFPC shall not
be required to seek the Fund's consent prior to disclosing such
information.
9. Liaison with Accountants.
------------------------
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules, all with respect to the Portfolio. PFPC shall take all
reasonable action 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.
-----------------
<PAGE>
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.
<PAGE>
13. Responsibility of PFPC.
----------------------
PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed to by
PFPC in writing. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services provided for under
this Agreement. PFPC shall be responsible for failure to perform its duties
under this Agreement arising out of PFPC's gross negligence. Notwithstanding
the foregoing, PFPC shall not be responsible for losses beyond its control,
provided 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,
<PAGE>
transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability to the Fund for any consequential, special or indirect losses
or damages which the Fund may incur or suffer by or as a consequence of PFPC's
performance of the services provided hereunder, whether or not the likelihood of
such losses or damages was known by PFPC.
14. Description of Accounting Services on a Continuing Basis.
-------------------------------------------------- -----
PFPC will perform the following accounting functions with respect to
the Portfolio if required:
(i) Journalize investment, capital share and income and
expense activities;
(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
<PAGE>
(e.g., advisory and custody fees);
-----
(ix) Monitor the expense accruals and notify an officer of the
Fund of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements
upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing
services approved by the Advisor, or if such quotes are
unavailable, then obtain such prices from Advisor, and in
either case calculate the market value of the investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation
to the Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required,
portfolio average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will include
the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. Description of Administration Services on a Continuing Basis.
------------------------------------------------------------
PFPC will perform the following administration services with respect
to the Portfolio:
(i) Prepare quarterly broker security
<PAGE>
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) (a) Assist in the preparation of annual, semi-annual, and
quarterly shareholder reports; or (b) prepare and file
with the SEC the Fund's annual, semi-annual, and quarterly
shareholder reports;
(vi) Assist with the preparation of registration statements and
other filings relating to the registration of Shares;
(vii) Monitor the Portfolio's status as a regulated investment
company under SubChapter M of the Internal Revenue Code of
1986, as amended; and
(viii) Coordinate contractual relationships and communications
between the Fund and its service providers.
16. Duration and Termination.
------------------------
This Agreement shall continue until terminated by the Fund or by PFPC
on sixty (60) days' prior written notice to the other party.
17. Notices.
-------
All notices and other communications, including written Instructions,
shall be in writing or by confiding telegram,
<PAGE>
cable, telex or facsimile sending device. If notice is sent by confirming
telegram, cable, telex or facsimile sending device, it shall be deemed to have
been given immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed. If notice is sent
by messenger, it shall be deemed to have been given on the day it is delivered.
Notices shall be addressed (a) if to PFPC at PFPC's address, 400 Bellevue
Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address of the
Fund; or (c) if to neither of the foregoing, at such other address as shall have
been notified to the sender of any such Notice or other communication.
18. Amendments.
----------
This Agreement, or any term thereof, may be changed or waived only by
written amendment, signed by the party against whom enforcement of such change
or waiver is sought.
19. Delegation.
----------
PFPC may assign its rights and delegate its duties hereunder to any
wholly owned direct or indirect subsidiary of PNC Bank, National Association or
PNC Bank Corp, provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate agrees with PFPC to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate.
<PAGE>
20. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
21. Further Actions.
---------------
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
22. Miscellaneous.
-------------
This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to delegated and/or
Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
<PAGE>
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.
PFPC INC.
By:____________________________
Title:
THE RBB FUND, INC.
By:____________________________
President and Treasurer
<PAGE>
Exhibit 9(ffff)
CO-ADMINISTRATION AGREEMENT
CO-ADMINISTRATION AGREEMENT, made as of the __ day of September, 1998
between The Numeric Family of The RBB Fund, Inc., a Maryland corporation (the
"Fund") and Bear Stearns Funds Management Inc., a New York corporation (the "Co-
Administrator").
WITNESSETH:
-----------
WHEREAS, the Fund, consisting of the series named on Schedule 1, hereto, as
such Schedule may be revised from time to time (each a "Series"), is a
diversified open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund has retained an investment adviser for the purpose of
investing its assets in securities and desires to retain the Co-Administrator
for certain administrative services, and the Co-Administrator is willing to
furnish such administrative services on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. Appointment. The Fund hereby appoints the Co-
-----------
<PAGE>
Administrator to provide the services set forth below, subject to the overall
supervision of the Board of Directors of the Fund (the "Board") for the period
and on the terms set forth in this Agreement. The Co-Administrator hereby
accepts such appointment and agrees during such period to render the services
herein described and to assume the obligations herein set forth; for the
compensation herein provided.
2. Description of Services. Subject to the supervision of the Board and
-----------------------
the officers of the Fund, the Co-Administrator shall provide office facilities
and personnel to assist the officers of the Fund in the performance of the
following services:
(a) Review of all materials filed with the Securities and Exchange
Commission ("SEC") on behalf of the Fund (e.g., N-SAR, amendments to
registration statements on Form N-IA, periodic reports to shareholders, proxy
statements, etc.) and monitor EDGAR filing of the same;
(b) Assist in the negotiation of fees for services rendered to the
Series;
(c) Assist both the Adviser and the Series in the preparation of
materials for periodic Board meetings and
<PAGE>
committees thereof;
(d) Oversee the determination and publication of each Series' net
asset value in accordance with each Series' policy as adopted from time to time
by the Board;
(e) Oversee the maintenance by PFPC Inc. of certain books and records
of each Series as required under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and maintain (or oversee the maintenance by such
other persons as approved by the Board) such other books and records (other than
those maintained by the investment adviser) required by law or for the proper
operation of each Series;
(f) Assist in the preparation and review of each Series' federal,
state and local income tax returns and any other required tax return (other than
those filings relating to a shareholder's holdings in each Series, which will be
handled by PFPC Inc., in the capacity of transfer agent);
(g) Assist in the preparation and review of year-end shareholder tax
notifications for dividends and distributions paid by each Series during the
calendar and/or fiscal year;
(h) Assist with the preparation, review and approval
<PAGE>
by officers of the Fund and the Adviser, the financial information for each
Series' semi-annual, annual and other periodic reports, proxy statements and
other communications with shareholders or otherwise to be sent to each Series'
shareholders, and coordinate for the printing and dissemination of such reports
and communications to shareholders;
(i) Assist with the preparation and dissemination of statistical
information and research data to outside reporting agencies;
(j) Prepare and/or assist with the preparation of reports relating to
the business and affairs of the Fund as may be mutually agreed upon and not
otherwise appropriately prepared by the Fund Adviser, custodian, Co-
Administrator and accounting agent, transfer agent, legal counsel or independent
accountants;
(k) Consult with the Fund's officers, independent accountants, legal
counsel, custodian, Co-Administrator and accounting agent, and transfer and
dividend disbursing agent in establishing the accounting policies of each
Series;
(l) Review and assist with the computation of the amount of dividends
and distributions to be paid by each Series;
<PAGE>
(m) Provide communication and coordination services with regard to
the Fund's investment adviser, transfer and disbursing agent, custodian and
other service providers that render recordkeeping or shareholder communication
services to the Fund; and
(n) Develop and implement procedures to assist the Adviser in
monitoring, on a monthly basis, the Series' compliance with regulatory
requirements, specifically compliance with the Fund's prospectus,
diversification and other requirements under the Investment Company Act, and
each Series' income diversification requirements under Subchapter M of the
Internal Revenue Code of 1986, as amended.
All services are to be furnished through the medium of any directors,
officers or employees of the Co-Administrator as the Co-Administrator deems
appropriate in order to fulfill its obligations hereunder.
Each party shall bear all its own expenses incurred in connection with this
Agreement, except as noted below.
3. Compensation. The Fund will pay the Co-Administrator a monthly fee
------------
calculated at the annual rate of 0.05% of the first $150 million of each Series'
average daily net assets and 0.02%
<PAGE>
on all assets above $150 million of each Series' average daily net assets.
Average daily net assets are based on the net asset value on each day the New
York Stock Exchange is open for business. In addition to the fee, the Fund, on
behalf of each Series, may be required to reimburse to the Co-Administrator all
out-of-pocket expenses incurred by the Co-Administrator for attendance at any
meeting (outside of the New York metropolitan area) of the Board, or any
committees of such Board, or at any other meetings or presentations for which
the Co-Administrator is required to attend.
4. Responsibility of the Co-Administrator. The Co-Administrator assumes
--------------------------------------
no responsibility under this Agreement other than to render the services called
for hereunder, and specifically assumes no responsibilities for investment
advice or the investment or reinvestment of the Fund's assets.
5. Indemnification. The Co-Administrator shall not be liable to the Fund
---------------
for any action taken or omitted to be taken by the Co-Administrator in
connection with the performance of any of its duties or obligations under this
Agreement, and the Fund shall indemnify the Co-Administrator and hold it
harmless from and against all damages, liabilities, costs and expenses
(including reasonable attorneys' fees and amounts reasonably paid in settlement)
incurred by the Co-Administrator in or by reason
<PAGE>
of any pending, threatened or completed action, suit, investigation or other
proceeding (including an action or suit by or in the right of the Fund or its
security shareholders) arising out of or otherwise based upon any action
actually or allegedly taken or omitted to be taken by the Co-Administrator in
connection with the performance of any of its duties or obligations under this
Agreement; provided, however, that nothing contained herein shall protect or be
deemed to protect the Co-Administrator against or entitle or be deemed to
entitle the Co-Administrator to indemnification in respect of any liability to
the Fund or its security holders to which the Co-Administrator would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of its reckless disregard of its
duties and obligations under this Agreement.
6. Duration and Termination. This Agreement shall become effective as of
------------------------
the date hereof and shall thereafter continue in effect unless terminated as
herein provided. This Agreement may be terminated by either party hereto
(without penalty) at any time by giving not less than 60 days' prior written
notice to the other party hereto.
7. Services to Others. The services of the Co-Administrator to the Fund
------------------
hereunder are not exclusive and nothing
<PAGE>
in this Agreement shall limit or restrict the right of the Co-Administrator to
engage in any other business or to render services of any kind to any other
corporation, firm, individual or association. The Co-Administrator shall be
deemed to be an independent contractor, unless otherwise expressly provided or
authorized by this Agreement.
8. References to the Co-Administrator. During the term of this
----------------------------------
Agreement, the Fund agrees to furnish the Co-Administrator at the principal
office of the Co-Administrator prior to use thereof all prospectuses, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to shareholders of the Fund or the public that refer
in any way to the Co-Administrator. If the Co-Administrator reasonably objects
in writing to such references within five business days (or such other time as
may be mutually agreed) after receipt thereof, the Fund will modify such
references in a manner reasonably satisfactory to the Co-Administrator. In the
event of termination of this Agreement, the Fund will continue to furnish to the
Co-Administrator copies of any of the above-mentioned materials that refer in
any way to the Co-Administrator and, as soon as practicable after such
termination, shall eliminate all references to the Co-Administrator in all
written materials used thereafter. The Fund shall furnish or otherwise make
available to the Co-Administrator such other information
<PAGE>
relating to the business affairs of the Fund as the Co-Administrator at any
time, or from time to time, reasonably requests in order to discharge its
obligations hereunder.
9. Amendments. This Agreement may be amended only by mutual written
----------
consent.
10. Notices. Any notice or other communication required to be given
-------
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Co-Administrator at 245 Park
Avenue, 15th floor, New York, New York 10167, Attention: Frank J. Maresca,
Executive Vice President or (2) to the Fund at 400 Bellevue Parkway, Wilmington,
DE 19809, Attention: Edward Roach, President.
11. Entire Agreement. This Agreement sets forth the entire agreement and
----------------
understanding of the parties hereto solely with respect to the matters covered
hereby and the relationship between the Fund and Bear Stearns Funds Management
Inc. as Co-Administrator. The Co-Administrator Agreement by and between the
Fund and the Co-Administrator dated as of May 31, 1996 is hereby terminated and
shall have no further force or effect as of the date hereof. Nothing in this
Agreement shall govern, restrict or limit in any respect any other business
dealings between the parties hereto unless otherwise expressly provided herein.
<PAGE>
12. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New York without reference to choice of
law principles thereof and in accordance with the Investment Company Act. In
the case of any conflict the Investment Company Act shall control.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE NUMERIC FAMILY
of
THE RBB FUND, INC.
By:__________________________
Name:
Title:
BEAR STEARNS FUNDS MANAGEMENT INC.
By:__________________________
Name:
Title:
<PAGE>
SCHEDULE I
THE NUMERIC FAMILY
------------------
n/i Micro Cap Fund
n/i Growth Fund
n/i Growth & Value Fund
n/i Larger Cap Fund
n/i Small Cap Value Fund
<PAGE>
Exhibit 9(gggg)
ADMINISTRATIVE SERVICES AGREEMENT
---------------------------------
This Agreement is made as of the __ day of __________, 1998, by and between
THE RBB FUND, INC., a Maryland corporation (the "Fund"), on behalf of its n/i
Small Cap Value Fund ( the "Portfolio") and PROVIDENT DISTRIBUTORS, INC.
("Provident"), a Delaware corporation.
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain Provident to provide certain
administrative services to the Portfolio, and Provident is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Provident to provide certain
-----------
administrative services to the Portfolio for the period and on the terms set
forth in this Agreement. Provident accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 6 of this Agreement. Provident agrees to comply with all relevant
provisions of the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and
<PAGE>
1940 Act and applicable rules and regulations thereunder.
2. Services on a Continuing Basis. Subject to the supervision and
------------------------------
direction of the Board of Directors of the Fund, Provident undertakes to perform
the following administrative services for the Portfolio:
(a) Making available office facilities, as requested by the Fund,
(which may be in the offices of Provident or a corporate affiliate);
(b) Furnishing data processing services, clerical services and
certain internal quasi-legal, executive and administrative services;
(c) Furnish an 800 telephone line for shareholder inquires and
otherwise assist in the preparation of shareholder communications and notices as
requested by the Fund or the investment adviser to the Portfolio (the
"Investment Adviser").
(d) Assisting in coordinating the preparation of reports to the
Portfolio's shareholders of record and the Securities and Exchange Commission
(the "SEC") including, but not limited to, proxy statements; annual, semi-annual
and quarterly reports to Shareholders; annual and semi-annual reports on Form N-
SAR; and post-effective amendments to the Fund's Registration Statement on Form
N-1A (the "Registration Statement");
(e) Assisting the Investment Adviser, at the Investment Adviser's
request, in monitoring and developing compliance procedures which will include,
among other matters, procedures to assist the Investment Adviser in monitoring
<PAGE>
compliance with the Portfolio's investment objective, policies, restrictions,
tax matters and applicable laws and regulations; and
(f) Acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
administrator and taking all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, Provident shall act in
conformity with applicable law, the Fund's Articles of Incorporation and By-
Laws, and all amendments thereto, and the Portfolio's investment objective,
investment policies and other practices and policies set forth in the Fund's
Registration Statement, as such Registration Statement and practices and
policies may be amended from time to time.
3. Books and Records. In connection with the services provided under
-----------------
this Agreement, Provident shall maintain such books and records, as required by
the Fund, of the Fund's reports or filings with the Portfolio's shareholders,
the SEC authorities and other required reports and documents prepared, filed or
distributed on behalf of the Fund.
The books and records pertaining to the Fund or any Portfolio that are in
the possession of Provident shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable
<PAGE>
securities laws and rules and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records at all times during
Provident's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by Provident to the Fund
or the Fund's authorized representative at the Fund's expense.
4. Confidentiality. Provident agrees on behalf of itself and its
---------------
employees to treat confidentially all records and other information relative to
the Fund or any Portfolio and its prior, present or potential shareholders and
relative to the Investment Adviser and its prior, present or potential
customers, except, after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where Provident may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
5. Right to Receive Advice.
-----------------------
(a) Advice of Fund. If Provident is in doubt as to any action to be
--------------
taken or omitted by it, it may request, and shall receive, directions or advice
from the Fund.
(b) Advice of Counsel. If Provident is in doubt as to any question of
-----------------
law involved in any action to be taken or omitted by Provident, it may request
advice at its own cost from counsel of its own choosing (who may be counsel for
the Investment Adviser, the Fund or Provident, at the option of
<PAGE>
Provident).
(c) Conflicting Advice. In case of conflict between directions or
------------------
advice received by Provident pursuant to subsection (a) of this paragraph and
advice received by Provident pursuant to subsection (b) of this paragraph,
Provident shall be entitled to rely on and follow the advice received pursuant
to the latter provision alone.
(d) Protection of Provident. Provident shall be protected in any
-----------------------
action or inaction which it takes in reliance on any directions or advice
received pursuant to subsections (a) or (b) of this paragraph which Provident,
after receipt of any such directions or advice in good faith believes to be
consistent with such directions or advice. However, nothing in this paragraph
shall be construed as imposing upon Provident any obligation (i) to seek such
directions or advice or (ii) to act in accordance with such directions or advice
when received. Nothing in this subsection shall excuse Provident when an action
or omission on the part of Provident constitutes willful misfeasance, bad faith,
negligence or reckless disregard by Provident of its duties under this
Agreement.
6. Compensation. In consideration of services rendered pursuant to this
------------
Agreement, the Fund will pay Provident on the first business day of each month a
fee for the previous month, calculated daily. The Fund will also reimburse
Provident for its out-of-pocket expenses incurred on behalf of the Fund,
including but not limited to, postage, telephone, telex and Federal Express
<PAGE>
charges. The annual fee shall be .15% of the Portfolio's average daily net
assets exclusive of out-of-pocket expenses. Upon any termination of this
Agreement before the end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement. For
the purpose of determining fees payable to Provident, the value of the
Portfolio's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus and Statement of Additional Information as
from time to time in effect. The annual fee paid to Provident hereunder may be
amended upon terms as may be specifically agreed to in writing from time to time
by the Fund and Provident.
7. Indemnification. The Fund agrees to indemnify and hold harmless
---------------
Provident and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising under
federal securities and commodities laws and any state and foreign securities and
Blue Sky laws, all as or to be amended from time to time) and expenses,
including (without limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which Provident takes or does or
omits to take or do pursuant to the terms of this Agreement or otherwise at the
request or on the direction of or in reliance on the advice of the Fund,
provided, that neither Provident nor any of its nominees shall be indemnified
against any liability to the Fund
<PAGE>
or to its Shareholders (or any expenses incident to such liability) arising out
of Provident's own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
8. Responsibility of Provident. Provident shall be under no duty to take
---------------------------
any action on behalf of the Fund, except as specifically set forth herein or as
may be specifically agreed to by Provident in writing. In the performance of
its duties hereunder, Provident shall be obligated to exercise care and
diligence and to act in good faith and to use its best efforts within reasonable
limits in performing services provided for under this Agreement.
Provident shall be responsible for its own negligent failure to perform its
duties under this Agreement. Without limiting the generality of the foregoing
or of any other provision of this Agreement, Provident in connection with its
duties under this Agreement shall not be under any duty or obligation to inquire
into and shall not be liable for or in respect of (a) the validity or invalidity
or authority or lack thereof of any notice or other instrument which conforms to
the applicable requirements of this Agreement, and which Provident reasonably
believes to be genuine; or (b) delays or errors or loss of data occurring by
reason of circumstances beyond Provident's control, including acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails,
<PAGE>
transportation, communication or power supply.
9. Duration and Termination. This Agreement shall continue until
------------------------
terminated by the Fund or Provident on 60 days' written notice.
10. Notices. All notices and other communications hereunder (collectively
-------
referred to as "Notice" or "Notices" in this Paragraph), shall be in writing or
by confirming telegram, Cable, telex or facsimile sending device. Notices shall
be addressed (a) if to Provident at Provident's address, Four Falls Corporate
Center, 6/th/ Floor, West Conshohocken, PA 19428; (b) if to the Fund, at 400
Bellevue Parkway, Wilmington, DE 19809; or (c) if to neither of the foregoing,
at such other address as shall have been notified to the sender of any such
Notice or other communication. If the location of the sender of a Notice or
other communication and the address of the addressee thereof are, at the time of
sending more than 100 miles apart, the Notice may be mailed, in which case it
shall be deemed to have been given three days after it is sent, or if sent by
confirming telegram, cable, telex, or facsimile sending device charges arising
from the sending of a Notice hereunder shall be paid by the sender.
11. Further Actions. Each party agrees to perform such further acts and
---------------
execute such further documents as are necessary to effectuate the purposes
hereof.
12. Amendments. This Agreement or any part hereof may be changed or
----------
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is
<PAGE>
sought.
13. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. Miscellaneous. This Agreement embodies the entire agreement and
-------------
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in New York and
governed by New York law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
THE RBB FUND, INC.
By:__________________________
Title:
PROVIDENT DISTRIBUTORS, INC.
By:__________________________
Title:
<PAGE>
Exhibit 10(a)
Law Offices
Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757
September 15, 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. 59 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. 59 (the "Amendment") to the Company's
Registration Statement on Form N-1A under the Securities Act of 1933, as amended
(the "1933 Act"). The Board of Directors of the Company has authorized
100,000,000 shares of Class MMM Common Stock, $.001 par value per share, to be
issued and sold by the Company (collectively, the "Shares"). Class MMM
constitutes Shares of the new n/i Small Cap Value Fund. The Amendment seeks to
register an 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.
<PAGE>
The RBB Fund, Inc.
September 15, 1998
Page 2
This opinion is based exclusively on the Maryland General Corporation Law and
the federal law of the United States of America.
We assume that, prior to the effectiveness of the Amendment under the 1933
Act, the Company will have filed with the Maryland Department of Assessments and
Taxation all necessary documents (the "Documents") to authorize, classify and
establish the Shares.
Based upon and subject to the foregoing, it is our opinion that the Shares,
when issued for payment as described in the Company's Prospectus offering the
Shares and in accordance with the Company's Articles of Incorporation and the
Documents for not less than $.001 per share, will be legally issued, fully paid
and non-assessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to Post-
Effective Amendment No. 59 to the Company's Registration Statement.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
-------------------------------
DRINKER BIDDLE & REATH LLP
<PAGE>
Exhibit 11(b)
CONSENT OF COUNSEL
------------------
We hereby consent to the use of our name and to the reference to our
Firm under the caption "Counsel" in the Prospectus and the caption
"Miscellaneous-Counsel" in the Statement of Additional Information included in
Post-Effective Amendment No. 59 to the Registration Statement (File No. 33-
20827; and File No. 811-5518) on Form N-1A under the Securities Act of 1933 and
the Investment Company Act of 1940, as amended, of The RBB Fund, Inc. This
consent does not constitute a consent under Section 7 of the Securities Act of
1933, and in consenting to the use of our name and the references to our Firm
under such caption we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission thereunder.
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania
September 15, 1998
<PAGE>
Exhibit 13(v)
PURCHASE AGREEMENT
------------------
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Provident
Distributors, Inc. ("PDI"), intending to be legally bound, hereby agree with
each other as follows:
1. The Fund hereby offers PDI and PDI hereby purchases $1,000 worth
of shares of Class MMM Common Stock of the Fund (par value $.001 per share)
(such shares hereinafter sometimes collectively known as "Shares") at a price
per Share equivalent to the net asset value per share of the Shares of the Fund
as determined on ____________, 1998.
2. The Fund hereby acknowledges receipt from PDI of funds in the
amount of $2,000 in full payment for the Shares.
3. PDI represents and warrants to the Fund that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
4. This agreement may be executed in counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the __ day of ____________, 1998.
THE RBB FUND, INC.
By:____________________
President and Treasurer
PROVIDENT DISTRIBUTORS, INC.
By:____________________
President
