RBB FUND INC, 497, 1998-12-03

RBB FUND INC
497, 1998-12-03

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BOSTON PARTNERS MARKET NEUTRAL FUND

(INSTITUTIONAL SHARES)
OF
THE RBB FUND, INC.

BOSTON PARTNERS MARKET NEUTRAL FUND (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB" or the "Company"), an open-end management
investment company. The shares of the Institutional Classes ("Shares") offered
by this Prospectus represent interests in the Fund.

The Fund is a diversified fund that seeks long-term capital
appreciation while minimizing exposure to general equity market risk. The Fund
seeks a total return greater than the total return of the Salomon Smith Barney
U.S. 1-Month Treasury Bill Index(TM). The Fund pursues its objective by taking
long positions in stocks identified by Boston Partners Asset Management, L.P.
(the "Adviser") as undervalued and short positions in such stocks that the
Adviser has identified as overvalued. Generally, the Fund's investments will be
invested primarily in securities principally traded in the United States
markets.

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 November 13, 1998, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from RBB by calling (800) 311-9783
or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related materials, on the SEC Internet
Web Site (http://www.sec.gov).

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

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

PROSPECTUS November 13, 1998

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EXPENSE TABLE

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

SHAREHOLDER TRANSACTION EXPENSES

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

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

Management Fees (after waivers)2.....................................1.85%
12b-1 Fees...........................................................None
Other Expenses (after waivers and expense reimbursements)............0.65%
Total Fund Operating Expenses (after waivers and
expense reimbursements)2....................................2.50%

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

2 In the absence of fee waivers and expense reimbursements, Management
Fees would be 2.25%, Other Expenses would be 0.78%, and Total Fund
Operating Expenses would be 3.03% with respect to the Fund. Management
Fees are based on average daily net assets and are calculated daily and
paid monthly. "Other Expenses" and "Total Fund Operating Expenses" do
not include short-sale dividends, as defined below under "Management-
Expenses" (estimated at 0.45% for the current fiscal year).

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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
---- -----

Including the 1.00% transaction fee on redemptions
made within a year of purchase
- --------------------------------------------------

Boston Partners Market Neutral Fund $35 $78

Excluding the 1.00% transaction fee on redemptions
- --------------------------------------------------

Boston Partners Market Neutral Fund $25 $78

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

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

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INTRODUCTION
- ------------

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

INVESTMENT OBJECTIVE AND POLICIES
- ---------------------------------

The MARKET NEUTRAL FUND is a diversified fund that seeks long-term
capital appreciation while minimizing exposure to general equity market risk.
The Fund seeks a total return greater than the total return of the Salomon Smith
Barney U.S. 1-Month Treasury Bill Index(TM). The term "market neutral" in this
instance is used to define a strategy of investing or engaging in transactions
in equity securities, while seeking to minimize the impact of movements in the
equity markets. The Fund pursues its objective by taking long positions in
stocks identified by the Adviser as undervalued and short positions in such
stocks that the Adviser has identified as overvalued. The cash proceeds from
short sales will be invested in short-term cash instruments to produce a return
on such proceeds just below the federal funds rate. Generally, the Fund's
investments will be invested primarily in securities principally traded in the
United States markets. See "Risk Factors -- Short Sales" below. By taking long
and short positions in different stocks with similar characteristics, the Fund
attempts to minimize the effect of general stock market movements on the Fund's
performance. The Adviser will determine the size of each long or short position
by analyzing the tradeoff between the attractiveness of each position and its
impact on the risk of the overall portfolio. The Fund seeks to construct a
portfolio that has minimal net exposure to the U.S. equity market generally and
low to neutral exposure to specific industries, specific capitalization ranges
(e.g., large cap, mid cap and small cap) and certain other factors.

Although the Fund's investment strategy seeks to minimize the risk
associated with investing in the equity market, an investment in the Fund will
be subject to the risk of poor stock selection by the Adviser. In other words,
the Adviser may not be successful in executing its strategy of taking long
positions in stocks that outperform the market and short positions in stocks
that underperform the market. Further, since the Adviser will manage both a long
and a short portfolio, an investment in the Fund will involve the risk that the
Adviser may make more poor investment decisions than an adviser of a typical
stock mutual fund with only a long portfolio may make. An investment in
one-month U.S. Treasury Bills is different from an investment in the Fund
because Treasury Bills are backed by the full faith and credit of the U.S.
Government, Treasury Bills have a fixed rate of return and investors in Treasury
Bills do not bear the risk of losing their investment.

To meet margin requirements, redemptions or pending investments, the
Fund may also temporarily hold a portion of its assets in full faith and credit
obligations of the United States government (e.g., U.S. Treasury Bills) and in
short-term notes, commercial paper or other money market instruments of high
quality (i.e., rated at least "A-2" or "AA" by Standard & Poor's ("S&P") or
Prime 2 or "Aa" by Moody's Investors Service, Inc. ("Moody's")) issued by
companies having an outstanding debt issue rated at least "AA" by S&P or at
least "Aa" by Moody's, or determined by the Adviser to be of comparable quality
to any of the foregoing.

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The Fund's long and short positions may involve (without limit) equity
securities of foreign issuers that are traded in the markets of the United
States as sponsored American Depository Receipts ("ADRs"). ADRs are receipts
typically issued by a U.S. bank or trust company evidencing ownership of the
underlying foreign securities. Generally, ADRs, in registered form, are designed
for use in U.S. securities markets. The ADRs may not necessarily be denominated
in the same currency as the foreign securities underlying the ADRs. See "Risk
Factors -- Foreign Investments." The Fund may also invest up to 20% of its total
assets directly in stocks of foreign issuers.

In a typical stock mutual fund the investment adviser attempts to earn
an excess return (return above market return) or "alpha" by identifying and
purchasing undervalued stocks. However, there is another "alpha" possibility --
identifying and selling short overvalued stocks. The term "double alpha" refers
to these two potential sources of alpha: one from correctly identifying
undervalued stocks and one from correctly identifying overvalued stocks. The
market neutral strategy employed by the Fund seeks to capture both alphas.

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

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

INVESTMENT LIMITATIONS
- ----------------------

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

<PAGE>

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

If a percentage restriction 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 the holding of illiquid securities or borrowings or senior securities issued
by the Fund).

RISK FACTORS

INVESTMENT RISKS. The value of Fund shares may increase or decrease
depending on market, economic, political, regulatory and other conditions
affecting the Fund's portfolio. As of the date of this Prospectus, U.S. stock
markets were trading at historically high levels and there can be no guarantee
that such levels will continue. Investment in Shares of the Fund is more
volatile and risky than some other forms of investment. In addition, if the
Adviser takes long positions in stocks that decline or short positions in stocks
that increase in value, then the losses of the Fund may exceed those of other
stock mutual funds that hold long positions only.

SHORT SALES. When the Adviser anticipates that a security is
overvalued, it may sell the security short by borrowing the same security from a
broker or other institution and selling the security. The Fund will incur a loss
as a result of a short sale if the price of the borrowed security increases
between the date of the short sale and the date on which the Fund replaces such
security. The Fund will realize a gain if there is a decline in price of the
security between those dates, which decline exceeds the costs of the borrowing
the security and other transaction costs. There can be no assurance that the
Fund will be able to close out a short position at any particular time or at an
acceptable price. Although the Fund's gain is limited to the amount at which it
sold a security short, its potential loss is unlimited since it is directly tied
to the maximum attainable price of the security less the price at which the
security was sold. Until the Fund replaces a borrowed security, it will maintain
at all times cash, U.S. Government securities, or other liquid securities in an
amount which, when added to any amount deposited with a broker as collateral
will at least equal the current market value of the security sold short.
Depending on arrangements made with brokers, the Fund may not receive any
payments (including interest) on collateral deposited with them. The Fund will
not make a short sale if, after giving effect to such sale, the market value of
all securities sold short exceeds 100% of the value of the Fund's net assets.

<PAGE>

FOREIGN INVESTMENTS. Investing in foreign companies may involve
additional risks and considerations which are not typically associated with
investing in U.S. companies. Since stocks of foreign companies are normally
denominated in foreign currencies, the Fund may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.

As non-U.S. companies are not generally subject to uniform accounting,
auditing and financial reporting standards and practices comparable to those
applicable to U.S. companies, comparable information may not be readily
available about certain foreign companies. Some securities of foreign companies
may be less liquid and more volatile than securities of comparable U.S.
companies. In addition, in certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those countries.

GENERAL. Investment methods described in this Prospectus are among
those which the Fund has the power to utilize. Accordingly, reference to any
particular method or technique carries no implication that it will be utilized
or, if it is, that it will be successful.

ADDITIONAL INVESTMENT POLICIES

This section describes certain additional investment policies that may
be employed by the Fund. Investment policies are described in more detail in the
Statement of Additional Information.

TEMPORARY INVESTMENTS. For defensive purposes or during temporary
periods in which the Adviser believes changes in economic, financial or
political conditions make it advisable, the Fund may reduce its holdings in
equity and other securities and invest up to 100% of its assets in cash or
certain short-term (less than twelve months to maturity) and medium-term (not
greater than five years to maturity) interest-bearing instruments or deposits of
United States and foreign issuers. Such investments may include, but are not
limited to, commercial paper, certificates of deposit, variable or floating rate
notes, bankers' acceptances, time deposits, government securities and money
market deposit accounts. See Statement of Additional Information, "Common
Investment Policies -- Temporary Investments." To the extent permitted by its
investment objective and policies, the Fund may hold cash or cash equivalents
pending investment.

BORROWING. The Fund may borrow up to 331/3 percent of its total
assets without obtaining shareholder approval. The Adviser intends to borrow,
or to engage in reverse repurchase agreements, only for temporary or emergency
purposes. See Statement of Additional Information, "Reverse Repurchase
Agreements" and "Borrowing."

<PAGE>

LENDING OF PORTFOLIO SECURITIES. The Fund may also lend its portfolio
securities to financial institutions against collateral consisting of cash, U.S.
Government securities or irrevocable bank letters of credit, which are equal at
all times to at least 102% of the value of the securities loaned. Such loans
would involve risks of delay in receiving additional collateral in the event the
value of the collateral decreased below the value of the securities loaned or of
delay in recovering the securities loaned or even loss of rights in the
collateral should the borrower of the securities fail financially. However,
loans will be made only to borrowers deemed by the Adviser to be of good
standing and only when, in the Adviser's judgment, the income to be earned from
the loans justifies the attendant risks. Any loans of the Fund's securities will
be fully collateralized and marked to market daily. The Fund may not make loans
in excess of 331/3% of the value of its total assets (including the loan
collateral).

RULE 144A SECURITIES. Rule 144A securities are securities which are
restricted as to resale to the general public, but which may be resold to
qualified institutional buyers. The Fund's investment in Rule 144A securities
could have the effect of increasing the level of illiquidity of the Fund during
any period that qualified institutional buyers were no longer interested in
purchasing these securities. For purposes of the Fund's 15% limitation on
purchase of illiquid securities as described below, Rule 144A securities will
not be considered to be illiquid if the Adviser has determined them to be liquid
pursuant to guidelines established by the Company's Board of Directors.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements,
by which the Fund purchases a security and obtains a simultaneous commitment
from the seller (a bank or, to the extent permitted by the 1940 Act, a
recognized securities dealer) to repurchase the security at an agreed-upon price
and date (usually seven days or less from the date of original purchase). The
resale price is in excess of the purchase price and reflects an agreed-upon
market rate unrelated to the coupon rate on the purchased security. Such
transactions afford the Fund the opportunity to earn a return on temporarily
available cash. Although the underlying security may be a bill, certificate of
indebtedness, note or bond issued by an agency, authority or instrumentality of
the U.S. Government, the obligation of the seller is not guaranteed by the U.S.
Government and there is a risk that the seller may fail to repurchase the
underlying security. In such event, the Fund would attempt to exercise rights
with respect to the underlying security, including possible disposition in the
market. However, the Fund may be subject to various delays and risks of loss,
including (a) possible declines in the value of the underlying security during
the period while the Fund seeks to enforce its rights thereto and (b) inability
to enforce rights and the expenses involved in attempted enforcement.

ILLIQUID SECURITIES. The Fund may purchase "illiquid securities",
defined as securities which cannot be sold or disposed of in the ordinary course
of business within seven days at approximately the price at which the Fund has
valued such securities, so long as no more than 15% of the Fund's net assets
would be invested in such illiquid securities after giving effect to a purchase.
Investment in illiquid securities involves the risk that, because of the lack of
consistent market demand for such securities, the Fund may be forced to sell
them at a discount from the last offer price.

<PAGE>

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

PORTFOLIO TURNOVER. The Adviser 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 200%. 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."

AMERICAN DEPOSITORY RECEIPTS. The Fund may invest in ADRs. ADRs are
typically issued by a U.S. bank or trust evidencing ownership of the underlying
foreign securities. Generally, ADRs, in registered form, are designed for use in
U.S. securities markets. ADRs may be listed on a national securities exchange or
may be traded in the over-the-counter market. ADRs traded in the
over-the-counter market which do not have an active or substantial secondary
market will be considered illiquid and therefore will be subject to the Fund's
limitations with respect to such securities. ADRs may be denominated in U.S.
dollars although the underlying securities may be denominated in a foreign
currency. Investments in ADRs involve risks similar to those accompanying direct
investments in foreign securities. Certain of these risks are described above
under "Foreign Investments."

YEAR 2000. The services provided to the Fund by the Adviser and others
depend in large part upon the smooth functioning of their computer systems. Many
computer software systems in use today cannot recognize the year 2000, but
revert to 1900 or some other date, due to the manner in which dates were encoded
or calculated. The Adviser has advised the Fund that the Adviser's own computer
systems will correctly compute the year 2000. PFPC and the Fund's other service
providers have advised the Fund that they have been reviewing all of their
computer systems, are actively working on necessary changes to those systems to
prepare for the year 2000 and expect that, given the extensive testing which
they are undertaking, their systems will be year 2000 compliant before that
year. There can, however, be no assurance that PFPC or any other service
provider will be successful in achieving year 2000 compliance, or that
interaction by the Adviser or other service providers with non-complying
computer systems of other firms (such as broker-dealers or firms that provide
securities pricing information) will not impair services to the Fund.

<PAGE>

The Statement of Additional Information contains additional investment
policies and strategies of 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.

INVESTMENT ADVISER

Boston Partners Asset Management, L.P., located at 28 State Street,
21st Floor, Boston, Massachusetts 02109, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of June 30, 1998 in excess of $16.7
billion. The adviser is organized as a Delaware limited partnership whose sole
general partner is Boston Partners, Inc., a Delaware corporation.

Subject to the supervision and direction of the Company's Board of
Directors, the Adviser manages the Fund's portfolio in accordance with the
Fund's investment objective and policies, makes investment decisions for the
Fund, places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund. For its services to the Fund, the Adviser is paid a monthly advisory fee
computed at an annual rate of 2.25% of the Fund's average daily net assets. The
Adviser has notified RBB, however, that it intends to waive advisory fees in
excess of 1.85 during the current fiscal year.

PORTFOLIO MANAGEMENT

The day-to-day portfolio management of the Fund is the responsibility
of Edmund D. Kellogg, subject to the supervision of Harry J. Rosenbluth. Both
Mr. Kellogg and Mr. Rosenbluth are portfolio managers employed by the Adviser.
Previously, Mr. Kellogg was a portfolio manager/analyst for a similar limited
partnership private investment fund and a separate account of the Adviser.
Before joining the Adviser in 1996, Mr. Kellogg was employed by The Keystone
Group since 1991, where he was a portfolio manager and analyst managing
institutional separate accounts. Mr. Kellogg has over 21 years of investment
experience and is a Chartered Financial Analyst. Mr. Rosenbluth oversees other
institutional accounts of the Adviser and manages a $2.2 billion all-
capitalization value equity institutional separate account product. Prior to
joining the Adviser in 1995, Mr. Rosenbluth was employed by The Boston Company
Asset Management since 1981 as a senior portfolio manager. Mr. Rosenbluth has
over 17 years of investment experience and is a Chartered Financial Analyst.

ADMINISTRATOR

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

ADMINISTRATIVE SERVICES AGENT

Provident Distributors, Inc. ("PDI") provides certain administrative
services to the Fund's Institutional Shares not otherwise provided by PFPC.
PDI's principal business address is Four Falls Corporate Center, West
Conshohocken, Pennsylvania 19428. PDI furnishes certain internal quasi-legal,
executive and administrative services to the Fund, acts as a liaison between the
Fund and its various service providers and coordinates and assists in the
preparation of 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 average
daily net assets of the Fund's Institutional Class. PDI is currently waiving
fees in excess of .04% of the average daily net assets of the Fund's
Institutional Class.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

<PAGE>

DISTRIBUTOR

PDI acts as distributor for the Shares pursuant to a distribution
agreement (the "Distribution Agreement") with RBB on behalf of the Shares.

EXPENSES

The expenses of the Fund are deducted from its total income before
dividends are paid. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios. The Institutional Class of the Fund pays
its own administrative services fees, and may pay a different share of expenses
than other classes (excluding advisory and custodial fees), if those expenses
are actually incurred in a different amount by the Institutional Class or if it
receives different services.

Dividends declared on securities which the Fund has sold short ("short-
sale dividends") generally reduce the market value of the securities by the
amount of the dividend declared-thus increasing the Fund's unrealized gain or
reducing the Fund's unrealized loss on the securities sold short. For accounting
purposes, short-sale dividends are treated as an expense, and increase the
Fund's total expense ratio, although no cash is received or paid by the Fund.

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

<PAGE>

HOW TO PURCHASE SHARES
- ----------------------

GENERAL

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

Shares may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange, Inc. (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday.

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

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

<PAGE>

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

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

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

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

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

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

AUTOMATIC INVESTING

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

<PAGE>

HOW TO REDEEM AND EXCHANGE SHARES
- ---------------------------------

REDEMPTION BY MAIL

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

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

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

<PAGE>

TRANSACTION FEE IMPOSED ON CERTAIN REDEMPTIONS

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

INVOLUNTARY REDEMPTION

The Fund reserves the right to redeem a shareholder's account at any
time the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed. In such cases, the
Fund will not impose the 1% transaction fee.

<PAGE>

PAYMENT OF REDEMPTION PROCEEDS

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

EXCHANGE PRIVILEGE

The exchange privilege is available to shareholders residing in any
state in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Institutional Shares of another Boston Partners
Fund up to six (6) times per year. Such exchange will be effected at the net
asset value of the exchanged Fund and the net asset value of the Fund exchanged
for next determined after PFPC's receipt of a request for an exchange. An
exchange of shares held for less than one-year (with the exception of shares
purchased through dividend reinvestment or the reinvestment of capital gains)
will be subject to the 1.00% transaction fee. An exchange of Shares will be
treated as a sale for federal income tax purposes. See "Taxes." A shareholder
wishing to make an exchange may do so by sending a written request to PFPC.

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

<PAGE>

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

EXCHANGE PRIVILEGE LIMITATIONS

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

Shareholders are entitled to six (6) 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 an RBB Fund advised by Boston Partners) that
is deemed to be disruptive to efficient portfolio management.

TELEPHONE TRANSACTIONS

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

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

<PAGE>

NET ASSET VALUE
- ---------------

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

Valuation of securities held by the Fund is as follows: securities
traded on a national securities exchange or on the NASDAQ National Market System
are valued at the last reported sale price that day; securities traded on a
national securities exchange or on the NASDAQ National Market System for which
there were no sales on that day and securities traded on other over-the-counter
markets for which market quotations are readily available are valued at the mean
of the bid and asked prices; and securities for which market quotations are not
readily available are valued at fair market value as determined in good faith by
or under the direction of RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.

With the approval of 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 unless a shareholder elects otherwise.

The Fund will declare and pay dividends from net investment income
annually and will pay them within five (5) days from the last day of the
calendar year. Net realized capital gains (including net short-term capital
gains), if any, will be distributed at least annually.

<PAGE>

TAXES
- -----

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

The Fund will elect to be taxed as a regulated investment company 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. The Fund intends to make sufficient actual or deemed distributions
prior to the end of each calendar year to avoid liability for federal income or
excise tax.

Fund distributions to shareholders, unless otherwise exempt, will be
taxable (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 out of the "net capital
gain" (the excess of net long-term capital gain over net short-term capital
loss), if any, of the Fund will be taxed to shareholders as long-term capital
gain regardless of the length of time a shareholder has held his Shares. All
other taxable distributions are taxed to shareholders as ordinary income.

RBB will send written notices to shareholders annually regarding the
tax status of distributions made by the Fund. Dividends declared in 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 twelve 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 distribution 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. In
particular, such shareholders will generally not be subject to U.S. federal
income tax on capital gains on or with respect to their shares, and other
distributions to them will be subject to 30% withholding tax unless such tax is
reduced or eliminated under an applicable tax treaty.

<PAGE>

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

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

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

RBB has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 18.326 billion shares are currently
classified into 97 different classes of Common Stock. See "Description of
Shares" in the Statement of Additional Information."

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

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

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

<PAGE>

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

As of October 27, 1998, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

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

REPORTS AND INQUIRIES

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

SHARE CERTIFICATES

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

<PAGE>

FUTURE PERFORMANCE INFORMATION

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

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

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

TABLE OF CONTENTS
PAGE

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

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

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR
Provident Distributors, Inc.
West Conshohocken, Pennsylvania

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

PROSPECTUS

November 13, 1998

BOSTON PARTNERS
MARKET NEUTRAL FUND
(Institutional Shares)

BOSTON PARTNERS ASSET MANAGEMENT, L.P.

<PAGE>

BOSTON PARTNERS MARKET NEUTRAL FUND BP

(INSTITUTIONAL CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------

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

(Please check the appropriate box(es) below.)
<S> <C> <C> <C> <C> <C>

1. ACCOUNT REGISTRATION |_| Individual |_| Joint Tenant |_| Other
---------------------------------------------------------------------------------------------------------
Name SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER
---------------------------------------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #

For joint accounts,the account registrants will be joint tenants with right of survivorship and not
tenants in common unless tenants in common or community property registrations are requested.

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

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

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

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

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

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

---------------------------------------------------------------------------------------------------------
2. MAILING ADDRESS: STREET OR P.O. BOX AND/OR APARTMENT NUMBER

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

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

3. INVESTMENT
INFORMATION:
Minimum initial investment of $100,000 Amount of investment $____________

Make the check payable to Boston Partners Market Neutral Fund.

Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed
over to the Fund.

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

DIVIDENDS |_| Pay by check |_| Reinvest |_| CAPITAL GAINS |_| Pay by check |_| Reinvest |_|

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

Redeem shares, and send the proceeds to the
------------------ ------------- address of record.
individual initial joint initial

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

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

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

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

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

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

6 SIGNATURES: The undersigned warrants that I (we) have fully authority and, if a natural person, I (we) am (are) of
legal age to purchase shares pursuant to this Account Application, and I (we) have received a current
prospectus for the Fund in which I (we) am (are) investing. Under the Interest and Dividend Tax
Compliance Act of 1983, the Fund is required to have the following certification:

Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a
number to be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.

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

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

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

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

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

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

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

</TABLE>

<PAGE>

BOSTON PARTNERS MARKET NEUTRAL FUND

(INVESTOR SHARES)
OF
THE RBB FUND, INC.

BOSTON PARTNERS MARKET NEUTRAL FUND (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB" or the "Company"), an open-end management
investment company. The shares of the Investor Classes ("Shares") offered by
this Prospectus represent interests in the Fund.

PROSPECTUS November 13, 1998

<PAGE>

EXPENSE TABLE

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

SHAREHOLDER TRANSACTION EXPENSES

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

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

Management Fees (after waivers)2........................................1.85%
12b-1 Fees..............................................................0.25%
Other Expenses (after waivers and expense reimbursements)...............0.65%
Total Fund Operating Expenses (after waivers and
expense reimbursements)2.......................................2.75%

2 In the absence of fee waivers and expense reimbursements, Management
Fees would be 2.25%, Other Expenses would be 0.78% and Total Fund
Operating Expenses would be 3.28% with respect to the Fund. Management
Fees are based on average daily net assets and are calculated daily and
paid monthly. "Other Expenses" and "Total Fund Operating Expenses" do
not include short-sale dividends, as defined below under "Management-
Expenses" (estimated at 0.45% for the current fiscal year).

<PAGE>

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period:

ONE THREE
YEAR YEARS
---- -----

Including the 1.00% transaction fee on redemptions
made within a year of purchase
- --------------------------------------------------

Boston Partners Market Neutral Fund $38 $85

Excluding the 1.00% transaction fee on redemptions
- --------------------------------------------------

Boston Partners Market Neutral Fund $28 $85

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

<PAGE>

INTRODUCTION
- ------------

INVESTMENT OBJECTIVE AND POLICIES
- ---------------------------------

<PAGE>

The Fund's long and short positions may involve (without limit) equity
securities of foreign issuers that are traded in the markets of the United
States as sponsored American Depository Receipts ("ADRs"). ADRs are receipts
typically issued by a U.S. bank or trust company evidencing ownership of the
underlying foreign securities. Generally, ADRs, in registered form, are designed
for use in U.S. securities markets. The ADRs may not necessarily be denominated
in the same currency as the foreign securities underlying the ADRs. See "Risk
Factors -- Foreign Investments." The Market Neutral Fund may also invest up to
20% of its total assets directly in stocks of foreign issuers.

INVESTMENT LIMITATIONS
- ----------------------

<PAGE>

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

RISK FACTORS

<PAGE>

ADDITIONAL INVESTMENT POLICIES

This section describes certain additional investment policies that may
by employed by the Fund. Investment policies are described in more detail in the
Statement of Additional Information.

BORROWING. The Fund may borrow up to 331/3 percent of its total assets
without obtaining shareholder approval. The Adviser intends to borrow, or to
engage in reverse repurchase agreements, only for temporary or emergency
purposes. See Statement of Additional Information, "Reverse Repurchase
Agreements" and "-- Borrowing."

<PAGE>

The Statement of Additional Information contains additional investment
policies and strategies of 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.

INVESTMENT ADVISER

PORTFOLIO MANAGEMENT

<PAGE>

ADMINISTRATOR

DISTRIBUTOR

Provident Distributors, Inc. ("PDI"), with a principal business address
at Four Falls Corporate Center, 6th Floor, West Conshohocken, Pennsylvania
19428, acts as distributor for the Shares pursuant to a distribution agreement
(the "Distribution Agreement") with RBB on behalf of the Shares.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

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

EXPENSES

The expenses of the Fund are deducted from its total income before
dividends are paid. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios. The Investor Class of the Fund pays its own
distribution fees, and may pay a different share than the Institutional Class of
other expenses (excluding advisory and custodial fees) if those expenses are
actually incurred in a different amount by the Investor Class or if it receives
different services.

<PAGE>

DISTRIBUTION OF SHARES
- ----------------------

The Board of Directors of RBB has approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee with respect to the Shares, which is accrued
daily and paid monthly, of up to 0.25% on an annualized basis of the average
daily net assets of the Shares. The actual amount of such compensation under the
Plan is agreed upon by RBB's Board of Directors and by the Distributor. The
Distributor may, in its discretion, from time to time waive voluntarily all or
any portion of its distribution fee. The Distributor intends to waive all fees
under the Plan during the current fiscal year.

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

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

<PAGE>

PURCHASES THROUGH INTERMEDIARIES

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

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

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

<PAGE>

HOW TO PURCHASE SHARES
- ----------------------

GENERAL

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

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

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

<PAGE>

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

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

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

AUTOMATIC INVESTING

RETIREMENT PLANS

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

<PAGE>

HOW TO REDEEM AND EXCHANGE SHARES
- ---------------------------------

REDEMPTION BY MAIL

SYSTEMATIC WITHDRAWAL PLAN

If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan and receive regular periodic payments. A request to
establish a Systematic Withdrawal Plan must be submitted in writing to PFPC at
P.O. Box 8852, Wilmington, Delaware 19899-8852. Each withdrawal redemption will
be processed on or about the 25th of the month and mailed as soon as possible
thereafter. There are no service charges for maintenance; the minimum amount
that you may withdraw each period is $100. (This is merely the minimum amount
allowed and should not be mistaken for a recommended amount.) The holder of a
Systematic Withdrawal Plan will have any income dividends and any capital gains
distributions reinvested in full and fractional shares at net asset value. To
provide funds for payment, Shares will be redeemed in such amount as is
necessary at the redemption price, which is net asset value next determined
after the Fund's receipt of a redemption request. Redemption of Shares may
reduce or possibly exhaust the Shares in your account, particularly in the event
of a market decline. As with other redemptions, a redemption to make a
withdrawal payment is a sale for federal income tax purposes. Payments made
pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or
income since part of such payments may be a return of capital.

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

<PAGE>

TRANSACTION FEE IMPOSED ON CERTAIN REDEMPTIONS

INVOLUNTARY REDEMPTION

The Fund reserves the right to redeem a shareholder's account at any
time the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed. In such instances,
the Fund will not impose the 1.00% transaction fee.

<PAGE>

PAYMENT OF REDEMPTION PROCEEDS

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

EXCHANGE PRIVILEGE

The exchange privilege is available to shareholders residing in any
state in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Investor Shares of another Fund up to six (6)
times per year. Such exchange will be effected at the net asset value of the
exchanged Fund and the net asset value of the Fund exchanged for next determined
after PFPC's receipt of a request for an exchange. An exchange of shares held
for less than one year (with the exception of shares purchased through dividend
reinvestment or the reinvestment of capital gains) will be subject to the 1.00%
transaction fee. An exchange of Shares will be treated as a sale for federal
income tax purposes. See "Taxes." A shareholder wishing to make an exchange may
do so by sending a written request to PFPC.

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

<PAGE>

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

EXCHANGE PRIVILEGE LIMITATIONS

TELEPHONE TRANSACTIONS

<PAGE>

NET ASSET VALUE
- ---------------

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

The Fund will distribute substantially all of 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 unless a shareholder elects otherwise.

<PAGE>

TAXES
- -----

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 twelve 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 distribution 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. In
particular, such shareholders will generally not be subject to U.S. federal
income tax on capital gains, on or with respect to their shares, and other
distributions to them will be subject to 30% withholding tax unless such tax is
reduced or eliminated under an applicable tax treaty.

<PAGE>

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

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

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

<PAGE>

As of October 27, 1998, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

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

REPORTS AND INQUIRIES

SHARE CERTIFICATES

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

<PAGE>

FUTURE PERFORMANCE INFORMATION

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<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.

<PAGE>

TABLE OF CONTENTS
PAGE

INTRODUCTION...................................... 4
INVESTMENT OBJECTIVE AND POLICIES................. 4
INVESTMENT LIMITATIONS............................ 7
RISK FACTORS...................................... 8
MANAGEMENT........................................ 8
DISTRIBUTION OF SHARES............................ 11
HOW TO PURCHASE SHARES............................ 13
HOW TO REDEEM AND EXCHANGE SHARES................. 15
NET ASSET VALUE................................... 20
DIVIDENDS AND DISTRIBUTIONS....................... 21
TAXES .........................................21
MULTI-CLASS STRUCTURE............................. 22
DESCRIPTION OF SHARES............................. 23
OTHER INFORMATION................................. 24

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

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR
Provident Distributors, Inc.
West Conshohocken, Pennsylvania

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

PROSPECTUS

November 13, 1998

BOSTON PARTNERS
MARKET NEUTRAL FUND

(Investor Shares)

BOSTON PARTNERS ASSET MANAGEMENT, L.P.
- --------------------------------------

<PAGE>

BOSTON PARTNERS MARKET NEUTRAL FUND BP

<PAGE>

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

<S> <C>
+--------------+ (Please check the appropriate box(es) below.)
| 1 | |_| Individual |_| Joint Tenant |_| Other
| Account | -------------------------------------------------------------------------------------------------------
| Registration:| Name SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER
+--------------+
-------------------------------------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts, the account registrants will be joint tenants with right of survivorship and not
tenants in common unless tenants in common or community property registrations are requested.

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

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

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

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

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

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

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

+--------------+ Minimum initial investment of $2,500 Amount of investment$_______

3 Make the check payable to Boston Partners Market Neutral Fund.
Investment
| Information: |
+--------------+ Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed
over to the Fund.

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

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

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

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

|_| Monthly |_| Every Alternate Month |_| Quarterly |_| Other

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

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

+--------------+ The undersigned warrants that I (we) have fully authority and, if a natural person, I (we) am (are) of
| 6 | legal age to purchase shares pursuant to this Account Application, and I (we) have received a current
| | prospectus for the Fund in which I (we) am (are) investing.
| Signatures: | Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
+--------------+ certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a
number to be issued to), and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.

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

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

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

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

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

MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS MARKET NEUTRAL FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
</TABLE>

<PAGE>

BOSTON PARTNERS MARKET NEUTRAL FUND

(INSTITUTIONAL AND INVESTOR CLASSES)

THE RBB FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information provides
supplementary information pertaining to shares of the Investor and Institutional
Classes (the "Shares") representing interests in the Boston Partners Market
Neutral Fund (the "Fund") of The RBB Fund, Inc. ("RBB" or the "Company"). This
Statement of Additional Information is not a prospectus, and should be read only
in conjunction with the Boston Partners Market Neutral Fund Prospectuses, dated
November 13, 1998 (together, the "Prospectus"). A copy of any of the
Prospectuses may be obtained from RBB by calling toll-free (800) 311-9783 or
9829. This Statement of Additional Information is dated November 13, 1998.

CONTENTS
<TABLE>
<CAPTION>
INSTITUTIONAL INVESTOR
PROSPECTUS PROSPECTUS
PAGE PAGE PAGE
---- ------------- ----------

<S> <C> <C> <C>
General............................................................ 2 4 4
Investment Objective and Policies.................................. 2 4 4
Directors and Officers............................................. 10 N/A N/A
Investment Advisory, Distribution
and Servicing Arrangements....................................... 13 10 10
Portfolio Transactions............................................. 16 N/A N/A
Purchase and Redemption Information................................ 17 13 14
Valuation of Shares................................................ 18 N/A N/A
Performance and Yield Information.................................. 19 N/A N/A
Taxes.............................................................. 20 N/A N/A
Additional Information Concerning RBB Shares....................... 22 N/A N/A
Miscellaneous...................................................... 25 22 23
Financial Statements............................................... N/A N/A N/A
Appendix A......................................................... A-1 N/A N/A

</TABLE>

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

<PAGE>

GENERAL

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

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

INVESTMENT OBJECTIVE AND POLICIES

The following supplements the information contained in the
Prospectus concerning the investment objective and policies of, and techniques
used by the Fund.

TEMPORARY INVESTMENTS. The short-term and medium-term debt
securities in which the Fund may invest for temporary defensive purposes consist
of: (a) obligations of the United States or foreign governments, their
respective agencies or instrumentalities; (b) bank deposits and bank obligations
(including certificates of deposit, time deposits and bankers' acceptances) of
U.S. or foreign banks denominated in any currency; (c) floating rate securities
and other instruments denominated in any currency issued by international
development agencies; (d) finance company and corporate commercial paper and
other short-term corporate debt obligations of U.S. and foreign corporations;
and (e) repurchase agreements with banks and broker-dealers with respect to such
securities.

REPURCHASE AGREEMENTS. The Fund may agree to purchase
securities from a bank or recognized securities dealer and simultaneously commit
to resell the securities to the bank or dealer at an agreed-upon date and price
reflecting a market rate of interest unrelated to the coupon rate or maturity of
the purchased securities ("repurchase agreements"). The Fund would maintain
custody of the underlying securities prior to their repurchase; thus, the
obligation of the bank or dealer to pay the repurchase price on the date agreed
to would be, in effect, secured by such securities. If the value of such
securities were less than the repurchase price, plus interest, the other party
to the agreement would be required to provide additional collateral so that at
all times the collateral is at least equal to the repurchase price plus accrued
interest. Default by or bankruptcy of a seller would expose the Fund to possible
loss because of adverse market action, expenses and/or delays in connection with
the disposition of the underlying obligations. The financial institutions with
which the Fund may enter into repurchase agreements will be banks and non-bank
dealers of U.S. Government securities that are listed on the Federal Reserve
Bank of New York's list of reporting dealers, if such banks and non-bank dealers
are deemed creditworthy by the Fund's adviser. The Fund's adviser will continue
to monitor creditworthiness of the seller under a repurchase agreement, and will
require the seller to maintain during the term of the agreement the value of the
securities subject to the agreement to equal at least the repurchase price
(including accrued interest). In addition, the Fund's adviser will require that
the value of this collateral, after transaction costs (including loss of
interest) reasonably expected to be incurred on a default, be equal to or
greater than the repurchase price (including accrued premium) provided in the
repurchase agreement or the daily amortization of the difference between the
purchase price and the repurchase price specified in the repurchase agreement.
The Fund's adviser will mark-to-market daily the value of the securities. There
are no percentage limits on the Fund's ability to enter into repurchase
agreements. Repurchase agreements are considered to be loans by the Fund under
the 1940 Act.

<PAGE>

REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse
repurchase agreements with respect to portfolio securities for temporary
purposes (such as to obtain cash to meet redemption requests when the
liquidation of portfolio securities is deemed disadvantageous or inconvenient by
the Adviser). Reverse repurchase agreements involve the sale of securities held
by the Fund pursuant to the Fund's agreement to repurchase them at a mutually
agreed upon date, price and rate of interest. At the time the Fund enters into a
reverse repurchase agreement, it will establish and maintain a segregated
account with an approved custodian containing cash or liquid securities having a
value not less than the repurchase price (including accrued interest). The
assets contained in the segregated account will be marked-to-market daily and
additional assets will be placed in such account on any day in which the assets
fall below the repurchase price (plus accrued interest). The Fund's liquidity
and ability to manage its assets might be affected when it sets aside cash or
portfolio securities to cover such commitments. Reverse repurchase agreements
involve the risk that the market value of the securities retained in lieu of
sale may decline below the price of the securities the Fund has sold but is
obligated to repurchase. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, such buyer or
its trustee or receiver may receive an extension of time to determine whether to
enforce the Fund's obligation to repurchase the securities, and the Fund's use
of the proceeds of the reverse repurchase agreement may effectively be
restricted pending such decision. Reverse repurchase agreements are considered
to be borrowings under the 1940 Act. The Fund does not presently intend to
invest more than 5% of its net assets in reverse repurchase agreements.

ILLIQUID SECURITIES. The Fund does not presently intend to
invest more than 15% of its net assets in illiquid securities (including
repurchase agreements which have a maturity of longer than seven days),
including securities that are illiquid by virtue of the absence of a readily
available market or legal or contractual restrictions on resale. The term
"illiquid securities" for this purpose means securities that cannot be disposed
of within seven days in the ordinary course of business at approximately the
amount at which the Fund has valued the securities. Such securities may include,
among other things, loan participations and assignments, options purchased in
the over-the-counter markets, repurchase agreements maturing in more than seven
days, structured notes and restricted securities other than Rule 144A securities
that the Adviser has determined are liquid pursuant to guidelines established by
the Company's Board of Directors. Because of the absence of any liquid trading
market currently for these investments, the Fund may take longer to liquidate
these positions than would be the case for publicly traded securities. Although
these securities may be resold in privately negotiated transactions, the prices
realized on such sales could be less than those originally paid by the Fund.
Securities that have legal or contractual restrictions on resale but have a
readily available market are not considered illiquid for purposes of this
limitation. With respect to the Fund, repurchase agreements subject to demand
are deemed to have a maturity equal to the notice period.

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

<PAGE>

If otherwise consistent with their investment objectives and
policies, the Fund may purchase securities that 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 Adviser, under guidelines
approved by the Board of Directors, 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). Where there are no readily available market
quotations, the security shall be valued at fair value as determined in good
faith by the Board of Directors of the Company.

SECURITIES OF UNSEASONED ISSUERS. The Fund will not invest in
securities of unseasoned issuers, including equity securities of unseasoned
issuers which are not readily marketable, if the aggregate investment in such
securities would exceed 5% of the Fund's net assets. The term "unseasoned"
refers to issuers which, together with their predecessors, have been in
operation for less than three years.

LENDING OF PORTFOLIO SECURITIES. To increase income on its
investments, the Fund may lend its portfolio securities with an aggregate value
of up to 33 1/3% of its total assets (including the loan collateral) to
broker/dealers and other institutional investors. The Fund may lend its
portfolio securities on a short or long term basis to broker-dealers or
institutional investors that the Adviser deems qualified, but only when the
borrower maintains, with the Fund's custodian, collateral either in cash or
money market instruments, in an amount at least equal to the market value of the
securities loaned, plus accrued interest and dividends, determined on a daily
basis and adjusted accordingly. Collateral for such loans may include cash,
securities of the U.S. Government or its agencies or instrumentalities or an
irrevocable letter of credit issued by a bank which is deemed creditworthy by
the Adviser. In determining whether to lend securities to a particular
broker-dealer or institutional investor, the Adviser will consider, and during
the period of the loan will monitor, all relevant facts and circumstances,
including the creditworthiness of the borrower. Such loans could involve risks
of delay in receiving additional collateral in the event the value of the
collateral decreased below the value of the securities loaned or of delay in
recovering the securities loaned or even the loss of rights in the collateral
should the borrower of the securities fail financially. Default by or bankruptcy
of a borrower would expose the Fund to possible loss because of adverse market
action, expenses and/or delays in connection with the disposition of the
underlying securities.

<PAGE>

BORROWING. The Fund may borrow up to 33 1/3 percent of its
total assets. The Adviser intends to borrow only for temporary or emergency
purposes, including to meet portfolio redemption requests so as to permit the
orderly disposition of portfolio securities, or to facilitate settlement
transactions on portfolio securities. Investments will not be made when
borrowings exceed 5% of the Fund's total assets. Although the principal of such
borrowings will be fixed, the Fund's assets may change in value during the time
the borrowing is outstanding. The Fund expects that some of its borrowings may
be made on a secured basis. In such situations, either the custodian will
segregate the pledged assets for the benefit of the lender or arrangements will
be made with a suitable subcustodian, which may include the lender.

U.S. GOVERNMENT SECURITIES. The U.S. Government securities in
which the Fund may invest include direct obligations of the U.S. Treasury (such
as Treasury bills, notes and bonds) and obligations issued by U.S. Government
agencies and instrumentalities, including securities that are supported by the
full faith and credit of the United States and securities that are supported
primarily or solely by the creditworthiness of the issuer (such as securities of
the Federal Home Loan Banks, the Student Loan Marketing Association and the
Tennessee Valley Authority).

OPTIONS AND FUTURES CONTRACTS. 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 and 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 currency hedging) or for other purposes so long as
aggregate initial margins and premiums required for non-hedging positions do not
exceed 5% of its net assets, after taking into account any unrealized profits
and losses on any such contracts it has entered into. See Appendix "B" for a
description of futures contracts and options on futures contracts and the risks
thereof.

Options trading is a highly specialized activity which entails
greater than ordinary investment risks. Options on particular securities may be
more volatile than the underlying securities, and therefore, on a percentage
basis, an investment in the underlying securities themselves. The Fund will
write call options only if they are "covered." In the case of a call option on a
security, the option is "covered" if the Fund owns the security underlying the
call or has an absolute and immediate right to acquire that security without
additional cash consideration (or, if additional cash consideration is required,
liquid assets in such amount as are held in a segregated account by its
custodian) upon conversion or exchange of other securities held by it. For a
call option on an index, the option is covered if the Fund maintains with its
custodian liquid assets equal to the contract value. A call option is also
covered if the Fund holds a call on the same security or index as the call
written where the exercise price of the call held is (i) equal to or less than
the exercise price of the call written, or (ii) greater than the exercise price
of the call written provided the difference is maintained by the Fund in liquid
assets in a segregated account with its custodian.

<PAGE>

When the Fund purchases a put option, the premium paid by it
is recorded as an asset of the Fund. When the Fund writes an option, an amount
equal to the net premium (the premium less the commission) received by the Fund
is included in the liability section of the Fund's statement of assets and
liabilities as a deferred credit. The amount of this asset or deferred credit
will be subsequently marked-to-market to reflect the current value of the option
purchased or written. The current value of the traded option is the last sale
price or, in the absence of a sale, the mean between the last bid and asked
prices. If an option purchased by the Fund expires unexercised the Fund realizes
a loss equal to the premium paid. If the Fund enters into a closing sale
transaction on an option purchased by it, the Fund will realize a gain if the
premium received by the Fund on the closing transaction is more than the premium
paid to purchase the option, or a loss if it is less. If an option written by
the Fund expires on the stipulated expiration date or if the Fund enters into a
closing purchase transaction, it will realize a gain (or loss if the cost of a
closing purchase transaction exceeds the net premium received when the option is
sold) and the deferred credit related to such option will be eliminated. If an
option written by the Fund is exercised, the proceeds of the sale will be
increased by the net premium originally received and the Fund will realize a
gain or loss.

There are several risks associated with transactions in
options on securities and indexes. For example, there are significant
differences between the securities and options markets that could result in an
imperfect correlation between these markets, causing a given transaction not to
achieve its objectives. In addition, a liquid secondary market for particular
options, whether traded over-the-counter or on a national securities exchange
("Exchange"), may be absent for reasons which include the following: there may
be insufficient trading interest in certain options; restrictions may be imposed
by an Exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; unusual or
unforeseen circumstances may interrupt normal operations on an Exchange; the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or one or more Exchanges
could, for economic or other reasons, decide or be compelled at some future date
to discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that Exchange (or in that class
or series of options) would cease to exist, although outstanding options that
had been issued by the Options Clearing Corporation as a result of trades on
that Exchange would continue to be exercisable in accordance with their terms.

SHORT SALES. The Fund will seek to realize additional gains
through short sales. Short sales are transactions in which the Fund sells a
security it does not own, in anticipation of a decline in the value of that
security relative to the long positions held by the Fund. 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 or prior to 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 repay the lender any
dividends or interest that accrue 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 net proceeds of the short sale will be
retained by the broker (or by the Fund's custodian in a special custody
account), to the extent necessary to meet margin requirements, until the short
position is closed out. The Fund also will incur transaction costs in effecting
short sales.

<PAGE>

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. The amount of any
gain will be decreased, and the amount of any loss increased, by the amount of
the premium, dividends, interest or expenses the Fund may be required to pay in
connection with a short sale. An increase in the value of a security sold short
by the Fund over the price at which it was sold short will result in a loss to
the Fund, and there can be no assurance that the Fund will be able to close out
the position at any particular time or at an acceptable price.

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."

EUROPEAN CURRENCY UNIFICATION. Many European countries are
about to adopt a single European currency, the euro. On January 1, 1999, the
euro will become legal tender for all countries participating in the Economic
and Monetary Union ("EMU"). A new European Central Bank will be created to
manage the monetary policy of the new unified region. On the same date, the
exchange rates will be irrevocably fixed between the EMU member countries.
National currencies will continue to circulate until they are replaced by euro
coins and bank notes by the middle of 2002.

This change is likely to significantly impact the European
capital markets in which the Fund may invest and may result in the Fund facing
additional risks in pursuing its investment objective. These risks, which
include, but are not limited to, uncertainty as to the proper tax treatment of
the currency conversion, volatility of currency exchange rates as a result of
the conversion, uncertainty as to capital market reaction, conversion costs that
may affect issuer profitability and creditworthiness, and lack of participation
by some European countries, may increase the volatility of the Fund's net asset
value per share.

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 RBB which agree
that they are purchasing the paper for investment and not with a view to public
distribution. Any resale by the purchaser must be in an exempt transaction.
Section 4(2) paper normally is resold to other institutional investors through
or with the assistance of investment dealers who make a market in the Section
4(2) paper, thereby providing liquidity. See "Illiquid Securities" above. See
Appendix "A" for a list of commercial paper ratings.

<PAGE>

INVESTMENT LIMITATIONS

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

1. Borrow money, except from banks, and only if after such
borrowing there is asset coverage of at least 300% for all borrowings of the
Fund; or mortgage, pledge or hypothecate any of its assets except in connection
with any such borrowing and in amounts not in excess of the lesser of the dollar
amounts borrowed or 33 1/3% of the value of the Fund's total assets at the time
of such borrowing, provided that: (a) short sales and related borrowings of
securities are not subject to this restriction; and, (b) for the purposes of
this restriction, collateral arrangements with respect to options, short sales,
stock index, interest rate, currency or other futures, options on futures
contracts, collateral arrangements with respect to initial and variation margin
and collateral arrangements with respect to swaps and other derivatives are not
deemed to be a pledge or other encumbrance of assets.

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

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

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

5. Purchase or sell commodities or commodity contracts, except
that the Fund may deal in forward foreign exchange transactions between
currencies of the different countries in which it may invest and purchase and
sell stock index and currency options, stock index futures, financial futures
and currency futures contracts and related options on such futures;

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

7. Purchase any securities which would cause 25% or more of
the value of the Fund's total assets at the time of purchase to be invested in
the securities of one or more issuers conducting their principal business
activities in the same industry, provided that (a) there is no limitation with
respect to (i) instruments issued or guaranteed by the United States, any state,
territory or possession of the United States, the District of Columbia or any of
their authorities, agencies, instrumentalities or political subdivisions, and
(ii) repurchase agreements secured by the instruments described in clause (i);
(b) wholly-owned finance companies will be considered to be in the industries of
their parents if their activities are primarily related to financing the
activities of the parents; and (c) utilities will be divided according to their
services, for example, gas, gas transmission, electric and gas, electric and
telephone will each be considered a separate industry.

<PAGE>

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

In addition to the fundamental investment limitations
specified above, Fund may not:

1. Make investments for the purpose of exercising control or
management, but investments by the Fund in wholly-owned investment entities
created under the laws of certain countries will not be deemed the making of
investments for the purpose of exercising control or management;

2. Purchase securities on margin, except for short-term
credits necessary for clearance of portfolio transactions, and except that the
Fund may make margin deposits in connection with its use of options, futures
contracts, options on futures contracts and forward contracts;

The policies set forth above are not fundamental and thus may
be changed by the Company's Board of Directors without a vote of the
shareholders.

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

RISK FACTORS

FOREIGN SECURITIES. Investments in foreign securities are
subject to certain risks, discussed below.

Since the securities of foreign companies are frequently
denominated in foreign currencies, the Fund may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations,
and may incur costs in connection with conversions between various currencies.

As foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards and they may have
policies that are not comparable to those of domestic companies, there may be
less information available about certain foreign companies than about domestic
companies. Securities of some foreign companies are generally less liquid and
more volatile than securities of comparable domestic companies. There is
generally less government supervision and regulation of stock exchanges, brokers
and listed companies than in the U.S. In addition, with respect to certain
foreign countries, there is the possibility of expropriation or confiscatory
taxation, political or social instability, or diplomatic developments which
could affect U.S. investments in those countries.

<PAGE>

Although the Fund will endeavor to achieve the most favorable
execution costs in their portfolio transactions, fixed commissions on many
foreign stock exchanges are generally higher than negotiated commissions on U.S.
exchanges.

Certain foreign governments levy withholding taxes on dividend
and interest income. Although in some countries a portion of these taxes is
recoverable, the non-recoverable portion of foreign withholding taxes will
reduce the income received from the companies in which the Fund invests.
However, these foreign withholding taxes are not expected to have a significant
impact.

REPORTING STANDARDS. Most of the foreign securities held by
the Fund will not be registered with the SEC, nor will the issuers thereof be
subject to SEC or other U.S. reporting requirements. Accordingly, there will be
less publicly available information concerning foreign issuers of securities
held by the Fund than will be available concerning U.S. companies. Foreign
companies, and in particular, companies in emerging markets, are not generally
subject to uniform accounting, auditing and financial reporting standards or to
other regulatory requirements comparable to those applicable to U.S. companies.

EXCHANGE RATE FLUCTUATIONS. Because foreign securities
ordinarily will be denominated in currencies other than the U.S. dollar, changes
in foreign currency exchange rates will affect the Fund's net asset value, the
value of interest and dividends earned, gains and losses realized on the sale of
securities and net investment income and capital gain, if any, to be distributed
to shareholders by the Fund. If the value of a foreign currency rises against
the U.S. dollar, the value of the Fund's assets denominated in that currency
will increase; conversely, if the value of a foreign currency declines against
the U.S. dollar, the value of the Fund's assets denominated in that currency
will decrease. The exchange rates between the U.S. dollar and other currencies
are determined by supply and demand in the currency exchange markets,
international balances of payments, government intervention, speculation and
other economic and political conditions.

OPERATING EXPENSES. The costs attributable to foreign
investing that the Fund must bear frequently are higher than those attributable
to domestic investing. For example, the cost of maintaining custody of foreign
securities exceeds custodian costs for domestic securities. Investment income on
certain foreign securities in which the Fund may invest may be subject to
foreign withholding or other taxes that could reduce the return on those
securities. Tax treaties between the United States and foreign countries
however, may reduce or eliminate the amount of foreign tax to which the Fund
would be subject.

DIRECTORS AND OFFICERS

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

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND ADDRESS AND AGE POSITION WITH FUND DURING PAST FIVE YEARS
- ------------------------ ------------------ ----------------------

<S> <C> <C>
*Arnold M. Reichman - 50 Director Chief Operating Officer of Warburg Pincus
466 Lexington Avenue Asset Management, Inc.; Executive Officer
12th Floor and Director of Counsellors Securities Inc.;
New York, NY 10017 Director/Trustee of various investment
companies advised by Warburg Pincus Asset
Management, Inc.; Prior to 1997, Managing
Director of Warburg Pincus Asset Management,
Inc.

*Robert Sablowsky - 60 Director Senior Vice President of Fahnestock Co.,
Fahnestock & Company, Inc. Inc. (a registered broker-dealer); Prior to
125 Broad Street October 1996, Executive Vice President of
New York, NY 10004 Gruntal & Co., Inc. (a registered
broker-dealer)

Francis J. McKay - 62 Director Since 1963, Executive Vice President, Fox
Fox Chase Cancer Institute Chase Cancer Center (biomedical research
7701 Burholme Avenue and medical care).
Philadelphia, PA 19111

Marvin E. Sternberg - 64 Director Since 1974, Chairman, Director and
Moyco Technologies, Inc. President, Moyco Industries, Inc.
200 Commerce Drive (manufacturer of dental supplies and
Montgomeryville, PA 18936 precision coated abrasives).

Julian A. Brodsky - 65 Director Director and Vice Chairman, since 1969
1500 Market Street Comcast Corporation (cable television and
35th Floor communications); Director, Comcast U.K.
Philadelphia, PA 19102

Donald van Roden - 74 Director and Chairman of the Self-employed businessman. From February
1200 Old Mill Lane Board 1980 to March 1987, Vice Chairman,
Wyomissing, PA 19610 SmithKline Beecham Corporation
(pharmaceuticals); Director AAA Mid-Atlantic
(auto service); Director, Keystone Insurance
Co.

Edward J. Roach - 74 President and Treasurer Certified Public Accountant; Vice Chairman
Suite 100 of the Board, Fox Chase Cancer Center;
Bellevue Park Corporate Trustee Emeritus, Pennsylvania School for
Center the Deaf; Trustee Emeritus, Immaculata
400 Bellevue Parkway College; President and Treasurer of
Wilmington, DE 19809 Municipal Fund for New York Investors, Inc.
(advised by BlackRock Institutional Management);
Vice President and Treasurer of various
investment companies advised by BlackRock
Institutional Management Corporation; Treasurer
of the Chestnut Street Exchange Fund

<PAGE>

Morgan R. Jones - 59 Secretary Chairman, the law firm of Drinker Biddle &
Drinker Biddle & Reath LLP Reath LLP; Director, Nobel Education
1345 Chestnut Street Dynamics, Inc.; Secretary, Petroferm, Inc.
Philadelphia, PA 19107-3496

</TABLE>
- ----------------------

* Each of Mr. Sablowsky and Mr. Reichman is an "interested person" of RBB, as
that term is defined in the 1940 Act, by virtue of their respective positions
with Fahnestock Co., Inc. and Counsellors Securities, Inc., each a registered
broker-dealer.

Messrs. McKay, Sternberg and Brodsky are members of the Audit
Committee of the Board of Directors. The Audit Committee, among other things,
reviews results of the annual audit and recommends to RBB the firm to be
selected as independent auditors.

Messrs. Reichman, McKay and van Roden are members of the
Executive Committee of the Board of Directors. The Executive Committee may
generally carry on and manage the business of RBB when the Board of Directors is
not in session.

Messrs. McKay, Sternberg, Brodsky and van Roden are members of
the Nominating Committee of the Board of Directors. The Nominating Committee
recommends to the Board all persons to be nominated as directors of RBB.

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,
1998, each of the following members of the Board of Directors received
compensation from RBB in the following amounts:

<PAGE>

<TABLE>
<CAPTION>
DIRECTORS' COMPENSATION
-----------------------

PENSION OR RETIREMENT ESTIMATED ANNUAL
AGGREGATE COMPENSATION FROM BENEFITS ACCRUED AS PART BENEFITS UPON
NAME OF PERSON/ POSITION REGISTRANT OF FUND EXPENSES RETIREMENT
- ------------------------ --------------------------- ------------------------ ----------------

<S> <C> <C> <C>
Julian A. Brodsky, $16,000 N/A N/A
Director
Francis J. McKay, $18,000 N/A N/A
Director
Arnold M. Reichman, $0 N/A N/A
Director
Robert Sablowsky, $18,000 N/A N/A
Director
Marvin E. Sternberg, $17,000 N/A N/A
Director
Donald van Roden, $23,000 N/A N/A
Director and Chairman

</TABLE>

On October 24, 1990 RBB adopted, as a participating employer,
the Fund Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement
plan for employees (currently Edward J. Roach and one other employee), pursuant
to which RBB will contribute on a quarterly basis amounts equal to 10% of the
quarterly compensation of each eligible employee. By virtue of the services
performed by RBB's advisers, custodians, administrators and distributor, RBB
itself requires only two part-time employees. Drinker Biddle & Reath LLP, of
which Mr. Jones is a partner, receives legal fees as counsel to RBB. No officer,
director or employee of Boston Partners Asset Management, L.P. ("Boston
Partners" or the "Adviser") or the Distributor currently receives any
compensation from RBB.

INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS

ADVISORY AGREEMENT. Boston Partners renders advisory services
to the Fund pursuant to an Investment Advisory Agreement dated November 13, 1998
(the "Advisory Agreement"). Boston Partners' general partner is Boston Partners,
Inc.

<PAGE>

Boston Partners has investment discretion for the Fund and
will make all decisions affecting assets in the Fund under the supervision of
RBB's Board of Directors and in accordance with the Fund's stated policies.
Boston Partners will select investments for the Fund. For its services to the
Fund, Boston Partners is entitled to receive a monthly advisory fee under the
Advisory Agreement computed at an annual rate of 2.25% of the Fund's average
daily net assets. Boston Partners is currently waiving advisory fees in excess
of 1.85% of the Fund's average daily net assets.

Each class of the Fund bears its own expenses not specifically
assumed by Boston Partners. General expenses of RBB not readily identifiable as
belonging to a portfolio of RBB are allocated among all investment portfolios by
or under the direction of RBB's Board of Directors in such manner as the Board
determines to be fair and equitable. Expenses borne by a portfolio include, but
are not limited to, the following (or a portfolio's share of the following): (a)
the cost (including brokerage commissions) of securities purchased or sold by a
portfolio and any losses incurred in connection therewith; (b) fees payable to
and expenses incurred on behalf of a portfolio by Boston Partners; (c) any
costs, expenses or losses arising out of a liability of or claim for damages or
other relief asserted against RBB or a portfolio for violation of any law; (d)
any extraordinary expenses; (e) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations; (f)
the cost of investment company literature and other publications provided by RBB
to its directors and officers; (g) organizational costs; (h) fees to the
investment adviser and PFPC; (i) fees and expenses of officers and directors who
are not affiliated with a portfolios' investment adviser or Distributor; (j)
taxes; (k) interest; (l) legal fees; (m) custodian fees; (n) auditing fees; (o)
brokerage fees and commissions; (p) certain of the fees and expenses of
registering and qualifying the Fund and its shares for distribution under
federal and state securities laws; (q) expenses of preparing prospectuses and
statements of additional information and distributing annually to existing
shareholders that are not attributable to a particular class of shares of RBB;
(r) the expense of reports to shareholders, shareholders' meetings and proxy
solicitations that are not attributable to a particular class of shares of RBB;
(s) fidelity bond and directors' and officers' liability insurance premiums; (t)
the expense of using independent pricing services; and (u) other expenses which
are not expressly assumed by a portfolio's investment adviser under its advisory
agreement with the portfolio. Each class of the Fund pays its own distribution
fees, if applicable, and may pay a different share than other classes of other
expenses (excluding advisory and custodial fees) if those expenses are actually
incurred in a different amount by such class or if it receives different
services.

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

The Advisory Agreement was most recently approved on July 29,
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 was
approved by the initial shareholder of each class of the Fund. The Advisory
Agreement is terminable by vote of RBB's Board of Directors or by the holders of
a majority of the outstanding voting securities of the Fund, at any time without
penalty, on 60 days' written notice to Boston Partners. The Advisory Agreement
may also be terminated by Boston Partners on 60 days' written notice to RBB. The
Advisory Agreement terminates automatically in the event of its assignment.

<PAGE>

CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. PNC Bank is
custodian of the Fund's assets pursuant to a custodian agreement dated August
16, 1988, as amended (the "Custodian Agreement"). Under the Custodian Agreement,
PNC Bank (a) maintains a separate account or accounts in the name of the Fund
(b) holds and transfers portfolio securities on account of the Fund, (c) accepts
receipts and makes disbursements of money on behalf of the Fund, (d) collects
and receives all income and other payments and distributions on account of the
Fund's portfolio securities and (e) makes periodic reports to RBB's Board of
Directors concerning the Fund's operations. PNC Bank is authorized to select one
or more banks or trust companies to serve as sub-custodian on behalf of the
Fund, provided that PNC Bank remains responsible for the performance of all of
its duties under the Custodian Agreement and holds the Fund harmless from the
acts and omissions of any sub-custodian.

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

ADMINISTRATION AGREEMENT. PFPC serves as administrator to the
Fund pursuant to an Administration and Accounting Services Agreement dated
November 13, 1998 as amended (the "Administration Agreement"). PFPC has agreed
to furnish to the Fund statistical and research data, clerical, accounting and
bookkeeping services, and certain other services required by the Fund. In
addition, PFPC has agreed, among other things, to prepare and file (or assist in
the preparation of) certain reports with the Securities and Exchange Commission
and other regulatory agencies. For its services to the Fund, PFPC is entitled to
receive a fee calculated at an annual rate of .125% of the Fund's average daily
net assets, with a minimum annual fee of $75,000 payable monthly on a pro rata
basis. PFPC is currently waiving one-half of its minimum annual fee.

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

DISTRIBUTION AGREEMENT. Pursuant to the terms of a
distribution agreement, dated as of May 29, 1998 (the "Distribution Agreement"),
entered into by the Distributor and RBB, and a Plan of Distribution for the
Investor Class (the "Plan"), which was adopted by RBB in the manner prescribed
by Rule 12b-1 under the 1940 Act, the Distributor will use appropriate efforts
to solicit orders for the sale of Fund Shares. As compensation for its
distribution services, the Distributor receives, pursuant to the terms of the
Distribution Agreement, a distribution fee under the Plan, to be calculated
daily and paid monthly by the Investor Class at the annual rate set forth in the
Prospectus.

<PAGE>

On July 29, 1998, the Plan was approved by RBB's Board of
Directors, including the directors who are not "interested persons" of RBB and
who have no direct or indirect financial interest in the operation of the Plan
or any agreements related to the Plan ("12b-1 Directors"). RBB believes that the
Plan may benefit the Fund by increasing sales of Fund shares.

Among other things, the Plan provides that: (1) the
Distributor shall be required to submit quarterly reports to the directors of
RBB regarding all amounts expended under the Plan and the purposes for which
such expenditures were made, including commissions, advertising, printing,
interest, carrying charges and any allocated overhead expenses; (2) the Plan
will continue in effect only so long as it is approved at least annually, and
any material amendment thereto is approved, by a majority of RBB's directors,
including the 12b-1 Directors, acting in person at a meeting called for said
purpose; (3) the compensation payable to the Distributor pursuant to the Plan
shall not be materially increased without approval by a vote of at least a
majority of the Fund's outstanding shares; and (4) while the Plan remains in
effect, the selection and nomination of RBB's directors who are not "interested
persons" of RBB (as defined in the 1940 Act) shall be committed to the
discretion of such directors who are not "interested persons" of RBB. Each of
Messrs. Reichman and Sablowsky, directors of RBB, has an indirect financial
interest in the operation of the Plan by virtue of his position with Counsellors
Securities, Inc. and Fahnestock Co., Inc., respectively, both of which are
broker-dealers.

ADMINISTRATIVE SERVICES AGENT. Provident Distributors, Inc.
("PDI") provides certain administrative services to the Institutional Class of
the Fund that are not provided by PFPC, pursuant to an Administrative Services
Agreement, dated May 29, 1998, between RBB and PDI. These services include
furnishing data processing and clerical services, acting as liaison between the
Fund and various service providers and coordinating the preparation of 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.

PORTFOLIO TRANSACTIONS

Subject to policies established by the Board of Directors,
Boston Partners is responsible for the execution of portfolio transactions and
the allocation of brokerage transactions for the Fund. In purchasing and selling
portfolio securities, Boston Partners seeks to obtain the best net price and the
most favorable execution of orders. To the extent that the execution and price
offered by more than one broker/dealer are comparable, the Adviser may effect
transactions in portfolio securities with broker/dealers who provide research,
advice or other services such as market investment literature.

<PAGE>

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

PURCHASE AND REDEMPTION INFORMATION

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

Under the 1940 Act, RBB may suspend the right to redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange, Inc. (the "NYSE") is closed (other than customary weekend
and holiday closings), or during which trading on the NYSE is restricted, or
during which (as determined by the SEC by rule or regulation) an emergency
exists as a result of which disposal or valuation of portfolio securities is not
reasonably practicable, or for such other periods as the SEC may permit. (RBB
may also suspend or postpone the recordation of the transfer of its shares upon
the occurrence of any of the foregoing conditions.)

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

<PAGE>

BOSTON PARTNERS MARKET NEUTRAL FUND

INSTITUTIONAL SHARES INVESTOR SHARES
-------------------- ---------------

Net Assets..................... $10.00 $10.00

Outstanding Shares............. 1 1

Net Asset Value
per Share..................... $10.00 $10.00

Maximum Sales Charge........... 0% 0%

Maximum Offering Price
to Public.................... $10.00 $10.00

VALUATION OF SHARES

The net asset value per share of each class of the Fund is
calculated as of the close of the NYSE, generally 4:00 p.m. Eastern Time on each
Business Day. "Business Day" means each weekday when the NYSE is open.
Currently, the NYSE is closed on New Year's Day, Dr. Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day and on the preceding Friday and subsequent
Monday when one of these holidays falls on Saturday or Sunday. Net asset value
per share, the value of an individual share in the Fund, is computed by adding
the value of the proportionate interest of each class in the Fund's securities,
cash and other assets, subtracting the actual and accrued liabilities of the
class, and dividing the result by the number of outstanding shares of the class.
The net asset value of each class is calculated independently of the other
classes. Securities that are listed on stock exchanges are valued at the last
sale price on the day the securities are valued or, lacking any sales on such
day, at the mean of the bid and asked prices available prior to the evaluation.
In cases where securities are traded on more than one exchange, the securities
are generally valued on the exchange designated by the Board of Directors as the
primary market. Securities traded in the over-the-counter market and listed on
the National Association of Securities Dealers Automatic Quotation System
("NASDAQ") are valued at the last trade price listed on the NASDAQ at the close
of regular trading (generally 4:00 p.m. Eastern Time); securities listed on
NASDAQ for which there were no sales on that day and other over-the-counter
securities are valued at the mean of the bid and asked prices available prior to
valuation. Securities for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the direction of
RBB's Board of Directors. The amortized cost method of valuation may also be
used with respect to debt obligations with sixty days or less remaining to
maturity.

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

<PAGE>

PERFORMANCE AND YIELD INFORMATION

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

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

Where: T = average annual total return;

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

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

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

The Fund, when advertising its "aggregate total return,"
computes such returns separately for each class of shares by determining the
aggregate compounded rates of return during specified periods that likewise
equate the initial amount invested to the ending redeemable value of such
investment. The formula for calculating aggregate total return is as follows:

ERV
Aggregate Total Return = [(-----) - 1]
P

The calculations are made assuming that (1) all dividends and
capital gain distributions are reinvested on the reinvestment dates at the price
per share existing on the reinvestment date, (2) all recurring fees charged to
all shareholder accounts are included, and (3) for any account fees that vary
with the size of the account, a mean (or median) account size in the Fund during
the periods is reflected. The ending redeemable value (variable "ERV" in the
formula) is determined by assuming complete redemption of the hypothetical
investment after deduction of all nonrecurring charges at the end of the
measuring period.

<PAGE>

TAXES

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

The Fund has elected to be taxed as a regulated investment
company under Part I of Subchapter M of 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-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 the Fund for any taxable
year, determined by excluding any net capital loss or net long-term capital loss
attributable to transactions occurring after October 31 of such year and by
treating any such loss as if it arose on the first day of the following taxable
year. Such distributions will be designated as capital gain dividends in a
written notice mailed by the Fund to shareholders not later than 60 days after
the close of the Fund's taxable year.

<PAGE>

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 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 Boston
Partners Fund upon exercise of the exchange privilege, to the extent of any
difference between the price at which the shares are redeemed or exchanged and
the price or prices at which the shares were originally purchased for cash.
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 the Fund may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.

The Fund will be required in certain cases to withhold and
remit to the United States Treasury 31% of dividends paid to any shareholder (1)
who has provided either an incorrect tax identification number or no number at
all, (2) who is subject to backup withholding by the Internal Revenue Service
for failure to report the receipt of interest or dividend income properly, or
(3) who has failed to certify to the Fund that he is not subject to backup
withholding or that he is an "exempt recipient."

<PAGE>

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

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

ADDITIONAL INFORMATION CONCERNING RBB SHARES

RBB has authorized capital of thirty billion shares of Common
Stock, $.001 par value per share, of which 18.326 billion shares are currently
classified in 97 classes as follows: 100 million shares are classified as Class
A Common Stock (Growth & Income), 100 million shares are classified as Class B
Common Stock, 100 million shares are classified as Class C Common Stock
(Balanced), 100 million shares are classified as Class D Common Stock
(Tax-Free), 500 million shares are classified as Class E Common Stock (Money),
500 million shares are classified as Class F Common Stock (Municipal Money), 500
million shares are classified as Class G Common Stock (Money), 500 million
shares are classified as Class H Common Stock (Municipal Money), 1 billion five
hundred million shares are classified as Class I Common Stock (Money), 500
million shares are classified as Class J Common Stock (Municipal Money), 500
million shares are classified as Class K Common Stock (Government Money), 1,500
million shares are classified as Class L Common Stock (Money), 500 million
shares are classified as Class M Common Stock (Municipal Money), 500 million
shares are classified as Class N Common Stock (Government Money), 500 million
shares are classified as Class O Common Stock (N.Y. Money), 100 million shares
are classified as Class P Common Stock (Government), 100 million shares are
classified as Class Q Common Stock, 500 million shares are classified as Class R
Common Stock (Municipal Money), 500 million shares are classified as Class S
Common Stock (Government Money), 500 million shares are classified as Class T
Common Stock, 500 million shares are classified as Class U Common Stock, 500
million shares are classified as Class V Common Stock, 100 million shares are
classified as Class W Common Stock, 50 million shares are classified as Class X
Common Stock, 50 million shares are classified as Class Y Common Stock, 50
million shares are classified as Class Z Common Stock, 50 million shares are
classified as Class AA Common Stock, 50 million shares are classified as Class
BB Common Stock, 50 million shares are classified as Class CC Common Stock, 100
million shares are classified as Class DD Common Stock, 100 million shares are
classified as Class EE Common Stock, 50 million shares are classified as Class
FF Common Stock (n/i Numeric Investors Micro Cap), 50 million shares are
classified as Class GG Common Stock (n/i Numeric Investors Growth), 50 million
shares are classified as Class HH (n/i Numeric Investors Growth & Value), 100
million shares are classified as Class II Common Stock, 100 million shares are
classified as Class JJ Common Stock, 100 million shares are classified as Class
KK Common Stock, 100 million shares are classified as Class LL Common Stock, 100
million shares are classified as Class MM Common Stock, 100 million shares are
classified as Class NN Common Stock, 100 million shares are classified as Class
OO Common Stock, 100 million shares are classified as Class PP Common Stock, 100
million shares are classified as Class QQ Common Stock (Boston Partners
Institutional Large Cap), 100 million shares are classified as Class RR Common
Stock (Boston Partners Investor Large Cap), 100 million shares are classified as
Class SS Common Stock (Boston Partners Advisor Large Cap), 100 million shares
are classified as Class TT Common Stock (Boston Partners Investor Mid Cap), 100
million shares are classified as Class UU Common Stock (Boston Partners
Institutional Mid Cap), 100 million shares are classified as Class VV Common
Stock (Boston Partners Institutional Bond), 100 million shares are classified as
Class WW Common Stock (Boston Partners Investor Bond), 50 million shares are
classified as Class XX Common Stock (n/i Numeric Investors Larger Cap Value),
100 million shares are classified as Class YY Common Stock (Schneider Capital
Management Small Cap Value), 100 million shares are classified as Class ZZ
Common Stock, 100 million shares of Class AAA Common Stock, 100 million shares
are classified as Class BBB Common Stock, 100 million shares of Class CCC Common
Stock, 100 million shares are classified as Class DDD Common Stock (Boston
Partners Institutional Micro Cap), 100 million shares are classified as Class
EEE Common Stock (Boston Partners Investors Micro Cap), 100 million shares are
classified as Class FFF Common Stock, 100 million shares are classified as Class
GGG Common Stock, 100 million shares are classified as Class HHH Common Stock,
100 million shares are classified as Class III Common Stock (Boston Partners
Institutional Market Neutral), 100 million shares are classified as Class JJJ
Common Stock (Boston Partners Investor Market Neutral), 100 million shares are
classified as Class KKK Common Stock (Boston Partners Institutional Long-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), 3 billion shares are classified as Class
Janney Money Common Stock (Money), 200 million shares are classified as Class
Janney Municipal Money Common Stock (Municipal Money), 200 million shares are
classified as Class Janney Government Money Common Stock (Government Money), 100
million shares are classified as Class Janney N.Y. Municipal Money Common Stock
(N.Y. Money), 700 million shares are classified as Class Select Common Stock
(Money), 1 million shares are classified as Class Beta 2 Common Stock (Municipal
Money), 1 million shares are classified as Class Beta 3 Common Stock (Government
Money), 1 million shares are classified as Class Beta 4 Common Stock (N.Y.
Money), 700 million shares are classified as Principal Class Money Common Stock
(Money), 1 million shares are classified as Gamma 2 Common Stock (Municipal
Money), 1 million shares are classified as Gamma 3 Common Stock (Government
Money), 1 million shares are classified as Gamma 4 Common Stock (N.Y. Money), 1
million shares are classified as Delta 1 Common Stock (Money), 1 million shares
are classified as Delta 2 Common Stock (Municipal Money), 1 million shares are
classified as Delta 3 Common Stock (Government Money), 1 million shares are
classified as Delta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Epsilon 1 Common Stock (Money), 1 million shares are classified as Epsilon 2
Common Stock (Municipal Money), 1 million shares are classified as Epsilon 3
Common Stock (Government Money), 1 million shares are classified as Epsilon 4
Common Stock (N.Y. Money), 1 million shares are classified as Zeta 1 Common
Stock (Money), 1 million shares are classified as Zeta 2 Common Stock (Municipal
Money), 1 million shares are classified as Zeta 3 Common Stock (Government
Money), 1 million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1
million shares are classified as Eta 1 Common Stock (Money), 1 million shares

<PAGE>

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 III and Class JJJ Common Stock
constitute the Boston Partners Market Neutral Fund Institutional and Investor
classes, respectively. Under RBB's charter, the Board of Directors has the power
to classify or reclassify any unissued shares of Common Stock from time to time.

The classes of Common Stock have been grouped into fourteen
separate "families": The Cash Preservation Family, the Sansom Street Family, the
Bedford Family, the Select (Beta) Family, the Principal (Gamma) Family, the
Janney Montgomery Scott Money Family, the n/i Numeric Investors Family, the
Boston Partners Family, the Schneider Capital Management Family, the Delta
Family, the Epsilon Family, the Zeta Family, the Eta Family and the Theta
Family. The Cash Preservation Family represents interests in the Money Market
and Municipal Money Market Funds; the Sansom Street Family represents interests
in the Money Market, Municipal Money Market and Government Obligations Money
Market Funds; the Bedford Family represents interests in the Money Market,
Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Funds; the n/i Numeric Investors Family represents
interests in five non-money market portfolios; the Boston Partners Family
represents interests in six non-money market portfolios; the Schneider Capital
Management Family represents interest in one non-money market portfolio; the
Janney Montgomery Scott Family and the Select (Beta), Principal (Gamma), Delta,
Epsilon, Zeta, Eta and Theta Families represent interests in the Money Market,
Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Funds.

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

As stated in the Prospectus, holders of shares of each class
of the Fund will vote in the aggregate and not by class on all matters, except
where otherwise required by law. Further, shareholders of the Fund will vote in
the aggregate and not by portfolio except as otherwise required by law or when
the Board of Directors determines that the matter to be voted upon affects only
the interests of the shareholders of a particular portfolio. Rule 18f-2 under
the 1940 Act provides that any matter required to be submitted by the provisions
of the 1940 Act or applicable state law, or otherwise, to the holders of the
outstanding securities of an investment company such as the Fund shall not be
deemed to have been effectively acted upon unless approved by the holders of a
majority of the outstanding voting securities, as defined in the 1940 Act, of
each portfolio affected by the matter. Rule 18f-2 further provides that a
portfolio shall be deemed to be affected by a matter unless it is clear that the
interests of each portfolio in the matter are identical or that the matter does
not affect any interest of the portfolio. Under Rule 18f-2, the approval of an
investment advisory agreement or any change in a fundamental investment policy
would be effectively acted upon with respect to a portfolio only if approved by
the holders of a majority of the outstanding voting securities, as defined in
the 1940 Act, of such portfolio. However, Rule 18f-2 also provides that the
ratification of the selection of independent public accountants and the election
of directors are not subject to the separate voting requirements and may be
effectively acted upon by shareholders of an investment company voting without
regard to portfolio.

<PAGE>

Notwithstanding any provision of Maryland law requiring a
greater vote of shares of RBB's common stock (or of any class voting as a class)
in connection with any corporate action, unless otherwise provided by law, or by
RBB's Articles of Incorporation, RBB may take or authorize such action upon the
favorable vote of the holders of more than 50% of all of the outstanding shares
of Common Stock entitled to vote on the matter voting without regard to class
(or portfolio).

MISCELLANEOUS

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

INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, 2400
Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as RBB's
independent accountants.

CONTROL PERSONS. As of November 2, 1998, to the Company'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
the Company indicated below. See "Additional Information Concerning the Company
Shares" above. The Company does not know whether such persons also beneficially
own such shares.

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------ ------------------------------------------------ -------------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
<S> <C> <C>
CASH PRESERVATION MONEY MARKET Jewish Family and Children's Agency of Phil 44.627%
Capital Campaign
Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Marian E. Kunz 11.203%
52 Weiss Ave.
Flourtown, PA 19031
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Dominic & Barbara Pisciotta 5.803%
And Successors In Tr Under The Dominic TRST &
Barbara Pisciotta Caring TR DTD
01/24/92
207 Woodmere Way
St. Charles, ,MO 63303
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Betty L. Thomas 5.105%
TRST Thomas Living Trust
DTD 06/19/92
838 Lynn Haven Lane
Hazelwood, MO 63042-3415
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
SAMSON STREET MONEY MARKET Saxon and Co. 77.348%
FBO Paine Webber
A/C 32 32 400 4000038
P.O. Box 7780 1888
Phila., PA 19182
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Wasner & Co. for Account of 22.027%
Paine Webber and Managed Assets
Sundry Holdings
Attn: Joe Domizio
76 A 260 ABC 200 Stevens Drive
Lester, PA 19113
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
CASH PRESERVATOIN Gary L. Lange 40.184%
MUNICIPAL MONEY MARKET and Susan D. Lange
JT TEN
837 Timber Glen Ln
Ballwin, MO 63021-6066
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Andrew Diederich and 5.241%
Doris Diederich
JT TEN
1003 Lindeman
Des Peres, MO 63131
- ------------------------------------ ------------------------------------------------ -------------------------------

<PAGE>

- ------------------------------------ ------------------------------------------------ -------------------------------
Kenneth Farwell 7.234%
and Valerie Farwell JT TEN
3854 Sullivan
St. Louis, MO 63107
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Terry H. Williams 13.698%
And Nancy L. Williams
JT TEN
2508 Janel Ct
Oakville, MO 63129
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Emil R. Hunter and 8.332%
Mary J. Hunter JT TEN
428 W. Jefferson
Kirkwood, MO 63122
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
N/I MICRO CAP FUND Charles Schwab & Co. Inc 11.943%
Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds A/C 3143-0251
101 Montgomery St.
San Francisco, CA 94104
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Janis Claflin, Bruce Fetzer and 5.422%
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 7.603%
1001 19th St., N. 16th Flr.
Arlington, VA 22209
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Portland General Holdings Inc. 19.685%
DTD 01/29/90
Attn: William J. Valach
121 S.W. Salmon St.
Portland, OR 97202
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
State Street Bank and Trust Company 8.810%
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
- ------------------------------------ ------------------------------------------------ -------------------------------

<PAGE>

- ------------------------------------ ------------------------------------------------ -------------------------------
N/I GROWTH FUND Charles Schwab & Co. Inc 18.622%
Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Citibank North America Inc. 21.679%
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 6.495%
1001 N. US Hwy One Suite 800
Jupiter, FL 33477
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Union Bank of California 5.776%
Trst Sunkist Growers-Match-Svgs Pln
Trst No. 610001154-03
Mutual Funds Dept. P.O. Box 120109
San Diego, CA 92112-0109
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
N/I GROWTH AND VALUE FUND Charles Schwab & Co. Inc. 20.028%
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. 8.431%
Attn: Christina Adams
9292 W. KL Ave.
Kalamazoo, MI 49009
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Bankers Trust Cust Pge-Enron Foundation 5.779%
Attn: Procy Fernandez
300 S. Grand Ave. 40th Floor
Los Angeles, CA 90071
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
N/I LARGER CAP VALUE FUND Charles Schwab & Co. Inc 14.879%
Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- ------------------------------------ ------------------------------------------------ -------------------------------

<PAGE>

- ------------------------------------ ------------------------------------------------ -------------------------------
Bank of America NT & SA 17.470%
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. 46.188%
Attn. Christina Adams
9292 W. KL Ave.
Kalamazoo, MI 49009
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
BOSTON PARTNERS LARGE CAP FUND Dr. Janice B. Yost 12.352%
INST SHARES Trst Mary Black Foundation Inc.
Bell Hill - 945 E. Main St.
Spartanburg, SC 29302
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
US Bank National Association 10.822%
FBO A-DEC Inc DOT 093098
Attn: Mutual Funds a/c 97307536
PO Box 64010
St. Paul, MN 55164-0010
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Irving Fireman's Relief & Ret Fund 5.810%
Attn: Edith Auston
825 W. Irving Blvd.
Irvin, TX 75060
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Miter & Co. 10.271%
c/o M&I Trust
PO Box 2977
Milwaukee, WI 53202
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Union Bank of California 5.712%
FBO Service Employers
TR610001265-01
PO Box 120109
San Diego, CA 92112-0109
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Swanee Hunt and Charles Ansbacher 5.977%
Trst The Swanee Hunt Family Fund
c/o Elizabeth Alberti
168 Brattle St.
Cambridge, MA 02138
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
BOSTON PARTNERS LARGE CAP FUND National Financial Services Corp. 16.976%
INVESTOR SHARES For the Exclusive Bene of Our Customers
Attn: Mutual Funds 5th Floor
200 Liberty St I World Financial Center
New York, NY 10281
- ------------------------------------ ------------------------------------------------ -------------------------------

<PAGE>

- ------------------------------------ ------------------------------------------------ -------------------------------
Charles Schwab & Co. Inc. 73.869%
Special Custody Account for Bene of Cust
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
BOSTON PARTNERS MID CAP VALUE FUND Donaldson Lufkin & Jenrette 8.381%
INST. SHARES Securities Corporation
Attn: Mutual Funds
P.O. Box 2052
Jersey City, NJ 07303
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
The Northern Trust Company 12.057%
FBO Thomas & Betts Master
Retirement Trust
8155 T&B Blvd
Memphis, TN 38123
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
MAC & CO. 6.933%
A/C BPHF 3006002
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Coastal Insurance Enterprises Inc. 6.340%
Attn: Chris Baldwin
P.O. Box 240429
Montgomery, AL 36124
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
U P Plumbers & Pipefitters 5.323%
Pension Fund
c/o James E. Schreiber Admin Manager
241 E. Saginaw St Ste 601
East Lansing, MI 48823-2791
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
NAIDOT & Co. 6.016
c/o Bessemer Trust Co
100 Woodbridge Center Dr
Woodbridge, NJ 07095
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
BOSTON PARTNERS MID CAP VALUE FUND National Financial Svcs Corp. for Exclusive 16.573%
INV SHARES Bene of Our Customers
Sal Vella
200 Liberty St.
New York, NY 10281
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Charles Schwab & Co. Inc. 40.543%
Special Custody Account for Bene of Cust
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- ------------------------------------ ------------------------------------------------ -------------------------------

<PAGE>

- ------------------------------------ ------------------------------------------------ -------------------------------
Jupiter & Co. 5.474%
c/o Investors Bank
P.O. Box 9130 FPG 90
Boston, MA 02110
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
BOSTON PARTNERS BOND FUND Boston Partners Asset Mgmt LP 30.700%
INSTITUTIONAL SHARES 28 State Street
Boston, MA 02109

- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Chiles Foundation 24.765%
111 S.W. Fifth Ave.
Ste 4050
Portland, OR 97204
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
The Roman Catholic Diocese of 36.036%
Raleigh, NC
General Endowment
715 Nazareth St.
Raleigh, NC 27606
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
The Roman Catholic Diocese of 8.462%
Raleigh, NC
Clergy Trust
715 Nazareth St.
Raleigh, NC 27606
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
BOSTON PARTNERS BOND FUND INVESTOR Charles Schwab & Co. Inc 77.073%
SHARES Special Custody Account for Bene of Cust
Stattn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Stephen W. Hamilton 15.291%
17 Lakeside Ln
N. Barrington, IL 60010
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
BOSTON PARTNERS Desmond J. Heathwood 8.412%
MICRO CAP VALUE 41 Chestnut St.
FUND- INSTITUTIONAL Boston, MA 02108
SHARES
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Boston Partners Asset Mgmt LP 66.546%
28 State Street
Boston, MA 02111
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Wayne Archambo 6.688%
42 DeLopa Cir
Westwood, MA 02090
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
David M. Dabora 6.688%
11 White Plains Ct.
San Anselmo, CA 94960
- ------------------------------------ ------------------------------------------------ -------------------------------

<PAGE>

- ------------------------------------ ------------------------------------------------ -------------------------------
BOSTON PARTNERS National Financial Services Corp. 33.851%
MICRO CAP VALUE For the Exclusive Bene of our Customers
FUND- INVESTOR Attn. Mutual Funds 5th Floor
SHARES 200 Liberty St.
1 World Financial Center
New York, NY 10281
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Scott J. Harrington 42.957%
54 Torino Ct.
Danville, CA 94526
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Charles Schwab & Co Inc 18.504%
Special Custody Account
For Bene of Cust
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
SCHNEIDER SMALL CAP VALUE FUND Arnold C. Schneider III 29.663%
SEP IRA
826 Turnbridge Rd
Wayne, PA 19087
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
SCM Retirement Plan 13.855%
Profit Sharing Plan
460 E. Swedesford Rd
Ste 1080
Wayne, PA 19087
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Durward A. Huckabay 9.516%
And Susan S. Huckabay
TRST Huckabay 1987 Trust
U/A DTD 11/6/87
2531 Lakeridge Shores Cir
Reno, NV 89509
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
John Frederic Lyness 28.202
81 Hillcrest Ave
Summit NJ 07901
- ------------------------------------ ------------------------------------------------ -------------------------------
- ------------------------------------ ------------------------------------------------ -------------------------------
Ronald L. Gault 9.027%
IRA
439 W. Nelson St
Lexington, VA 24450
- ------------------------------------ ------------------------------------------------ -------------------------------
</TABLE>

As of the above date, directors and officers as a group owned
less than one percent of the shares of the Company.

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

<PAGE>

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

The Fund or Adviser may also include discussions or
illustrations of the potential investment goals of a prospective investor,
investment management strategies, techniques, policies or investment suitability
of the Fund or that employed by the Adviser (such as value investing, market
timing, dollar cost averaging, asset allocation, constant ratio transfer,
automatic accounting rebalancing, the advantages and disadvantages of investing
in tax-deferred and taxable instruments), economic conditions, risk and
volatility assessments, the relationship between sectors of the economy and the
economy as a whole, various securities markets, the effects of inflation and
historical performance of various asset classes, including but not limited to,
stocks, bonds and Treasury bills. The Fund or Adviser may also include in such
advertisements or communications additional information concerning the Adviser
and/or its employees or owners, its management philosophies, operating
strategies and other advisory clients, as well as statements about the Adviser
attributed to others. From time to time advertisements or communications to
shareholders may summarize the substance of information contained in shareholder
reports (including the investment composition of the Fund), as well as the view
of the Adviser or Fund as to current market, economy, trade and interest rate
trends, legislative, regulatory and monetary developments, investment strategies
and related matters believed to be of relevance to the Fund or an investor
generally. The Fund or Adviser may also include in advertisements charts, graphs
or drawings which compare the investment objective, return potential, relative
stability and/or growth possibilities of the Fund and/or other mutual funds, or
illustrate the potential risks and rewards of investment in various investment
vehicles, including but not limited to, stocks, bonds, Treasury bills and shares
of the Fund. In addition, advertisements or shareholder communications may
include a discussion of certain attributes or benefits to be derived by an
investment in the Fund and/or other mutual funds, shareholder profiles and
hypothetical investor scenarios, timely information on financial management, tax
and retirement planning and investment alternatives to certificates of deposit
and other financial instruments. Such advertisements or communications may
include symbols, headlines or other material which highlight or summarize the
information discussed in more detail therein.

LITIGATION. There is currently no material litigation
affecting RBB.

<PAGE>

APPENDIX A
----------

COMMERCIAL PAPER RATINGS
- ------------------------

A Standard & Poor's ("S&P") commercial paper rating is a
current assessment of the likelihood of timely payment of debt having an
original maturity of no more than 365 days. The following summarizes the rating
categories used by Standard and Poor's for commercial paper:

"A-1" - Obligations are rated in the highest category
indicating that the obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.

"A-2" - Obligations are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

"A-3" - Obligations exhibit adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

"B" - Obligations are regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.

"C" - Obligations are currently vulnerable to nonpayment and
are dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation.

"D" - Obligations are in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating will be used
upon the filing of a bankruptcy petition or the taking of a similar action if
payments on an obligation are jeopardized.

Moody's commercial paper ratings are opinions of the ability
of issuers to repay punctually senior debt obligations not having an original
maturity in excess of one year, unless explicitly noted. The following
summarizes the rating categories used by Moody's for commercial paper:

"Prime-1" - Issuers (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries; high
rates of return on funds employed; conservative capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in earnings
coverage of fixed financial charges and high internal cash generation; and
well-established access to a range of financial markets and assured sources of
alternate liquidity.

"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.

<PAGE>

"Prime-3" - Issuers (or supporting institutions) have an
acceptable ability for repayment of senior short-term debt obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.

"Not Prime" - Issuers do not fall within any of the Prime
rating categories.

The three rating categories of Duff & Phelps for investment
grade commercial paper and short-term debt are "D-1," "D-2" and "D-3." Duff &
Phelps employs three designations, "D-1+," "D-1" and "D-1-," within the highest
rating category. The following summarizes the rating categories used by Duff &
Phelps for commercial paper:

"D-1+" - Debt possesses the highest certainty of timely
payment. Short-term liquidity, including internal operating factors and/or
access to alternative sources of funds, is outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations.

"D-1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.

"D-1-" - Debt possesses high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.

"D-2" - Debt possesses good certainty of timely payment.
Liquidity factors and company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to capital markets is
good. Risk factors are small.

"D-3" - Debt possesses satisfactory liquidity and other
protection factors qualify issues as to investment grade. Risk factors are
larger and subject to more variation. Nevertheless, timely payment is expected.

"D-4" - Debt possesses speculative investment characteristics.
Liquidity is not sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation.

"D-5" - Issuer has failed to meet scheduled principal and/or
interest payments.

Fitch IBCA short-term ratings apply to debt obligations that
have time horizons of less than 12 months for most obligations, or up to three
years for U.S. public finance securities. The following summarizes the rating
categories used by Fitch IBCA for short-term obligations:

"F1" - Securities possess the highest credit quality. This
designation indicates the strongest capacity for timely payment of financial
commitments and may have an added "+" to denote any exceptionally strong credit
feature.

"F2" - Securities possess good credit quality. This
designation indicates a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of the
higher ratings.

"F3" - Securities possess fair credit quality. This
designation indicates that the capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could result in a
reduction to non-investment grade.

<PAGE>

"B" - Securities possess speculative credit quality. This
designation indicates minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.

"C" - Securities possess high default risk. This designation
indicates that default is a real possibility and that the capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.

"D" - Securities are in actual or imminent payment default.

Thomson BankWatch short-term ratings assess the likelihood of
an untimely payment of principal and interest of debt instruments with original
maturities of one year or less. The following summarizes the ratings used by
Thomson BankWatch:

"TBW-1" - This designation represents Thomson BankWatch's
highest category and indicates a very high likelihood that principal and
interest will be paid on a timely basis.

"TBW-2" - This designation represents Thomson BankWatch's
second-highest category and indicates that while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1."

"TBW-3" - This designation represents Thomson BankWatch's
lowest investment-grade category and indicates that while the obligation is more
susceptible to adverse developments (both internal and external) than those with
higher ratings, the capacity to service principal and interest in a timely
fashion is considered adequate.

"TBW-4" - This designation represents Thomson BankWatch's
lowest rating category and indicates that the obligation is regarded as
non-investment grade and therefore speculative.

CORPORATE AND MUNICIPAL LONG-TERM DEBT RATINGS
- ----------------------------------------------

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

"AAA" - An obligation rated "AAA" has the highest rating
assigned by Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is extremely strong.

"AA" - An obligation rated "AA" differs from the highest rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

"A" - An obligation rated "A" is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.

"BBB" - An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

Obligations rated "BB," "B," "CCC," "CC" and "C" are regarded
as having significant speculative characteristics. "BB" indicates the least
degree of speculation and "C" the highest. While such obligations will likely
have some quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions.

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"BB" - An obligation rated "BB" is less vulnerable to
nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial or economic conditions
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

"B" - An obligation rated "B" is more vulnerable to nonpayment
than obligations rated "BB", but the obligor currently has the capacity to meet
its financial commitment on the obligation. Adverse business, financial or
economic conditions will likely impair the obligor's capacity or willingness to
meet its financial commitment on the obligation.

"CCC" - An obligation rated "CCC" is currently vulnerable to
nonpayment, and is dependent upon favorable business, financial and economic
conditions for the obligor to meet its financial commitment on the obligation.
In the event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the
obligation.

"CC" - An obligation rated "CC" is currently highly vulnerable
to nonpayment.

"C" - The "C" rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.

"D" - An obligation rated "D" is in payment default. The "D"
rating category is used when payments on an obligation are not made on the date
due even if the applicable grace period has not expired, unless S&P believes
that such payments will be made during such grace period. The "D" rating also
will be used upon the filing of a bankruptcy petition or the taking of a similar
action if payments on an obligation are jeopardized.

PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC"
may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.

"r" - This symbol is attached to the ratings of instruments
with significant noncredit risks. It highlights risks to principal or volatility
of expected returns which are not addressed in the credit rating. Examples
include: obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk - such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

The following summarizes the ratings used by Moody's for corporate and
municipal long-term debt:

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

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

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

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"Baa" - Bonds are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of
these ratings provide questionable protection of interest and principal ("Ba"
indicates speculative elements; "B" indicates a general lack of characteristics
of desirable investment; "Caa" are of poor standing; "Ca" represents obligations
which are speculative in a high degree; and "C" represents the lowest rated
class of bonds). "Caa," "Ca" and "C" bonds may be in default.

Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operating experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

Note: Moody's applies numerical modifiers 1, 2, and 3 in each
generic rating classification from "Aa" through "Caa". The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking
in the lower end of its generic rating category.

The following summarizes the long-term debt ratings used by
Duff & Phelps for corporate and municipal long-term debt:

"AAA" - Debt is considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than for
risk-free U.S. Treasury debt.

"AA" - Debt is considered to be of high credit quality.
Protection factors are strong. Risk is modest but may vary slightly from time to
time because of economic conditions.

"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable in periods of greater economic
stress.

"BBB" - Debt possesses below-average protection factors but
such protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles.

"BB," "B," "CCC," "DD," and "DP" - Debt that possesses one of
these ratings is considered to be below investment grade. Although below
investment grade, debt rated "BB" is deemed likely to meet obligations when due.
Debt rated "B" possesses the risk that obligations will not be met when due.
Debt rated "CCC" is well below investment grade and has considerable uncertainty
as to timely payment of principal, interest or preferred dividends. Debt rated
"DD" is a defaulted debt obligation, and the rating "DP" represents preferred
stock with dividend arrearages.

To provide more detailed indications of credit quality, the
"AA," "A," "BBB," "BB" and "B" ratings may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within these major categories.

The following summarizes the ratings used by Fitch IBCA for
corporate and municipal bonds:

"AAA" - Bonds considered to be investment grade and of the
highest credit quality. These ratings denote the lowest expectation of credit
risk and are assigned only in case of exceptionally strong capacity for timely
payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.

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"AA" - Bonds considered to be investment grade and of very
high credit quality. These ratings denote a very low expectation of credit risk
and indicate very strong capacity for timely payment of financial commitments.
This capacity is not significantly vulnerable to foreseeable events.

"A" - Bonds considered to be investment grade and of high
credit quality. These ratings denote a low expectation of credit risk and
indicate strong capacity for timely payment of financial commitments. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.

"BBB" - Bonds considered to be investment grade and of good
credit quality. These ratings denote that there is currently a low expectation
of credit risk. The capacity for timely payment of financial commitments is
considered adequate, but adverse changes in circumstances and in economic
conditions are more likely to impair this capacity.

"BB" - Bonds considered to be speculative. These ratings
indicate that there is a possibility of credit risk developing, particularly as
the result of adverse economic changes over time; however, business or financial
alternatives may be available to allow financial commitments to be met.
Securities rated in this category are not investment grade.

"B" - Bonds are considered highly speculative. These ratings
indicate that significant credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met; however, capacity for
continued payment is contingent upon a sustained, favorable business and
economic environment.

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"CCC", "CC", "C" - Bonds have high default risk. Default is a
real possibility, and capacity for meeting financial commitments is solely
reliant upon sustained, favorable business or economic developments. "CC"
ratings indicate that default of some kind appears probable, and "C" ratings
signal imminent default.

"DDD," "DD" and "D" - Bonds are in default. Securities are not
meeting obligations and are extremely speculative. "DDD" designates the highest
potential for recovery of amounts outstanding on any securities involved and "D"
represents the lowest potential for recovery.

To provide more detailed indications of credit quality, the
Fitch IBCA ratings from and including "AA" to "B" may be modified by the
addition of a plus (+) or minus (-) sign to show relative standing within these
major rating categories.

Thomson BankWatch assesses the likelihood of an untimely
repayment of principal or interest over the term to maturity of long term debt
and preferred stock which are issued by United States commercial banks, thrifts
and non-bank banks; non-United States banks; and broker-dealers. The following
summarizes the rating categories used by Thomson BankWatch for long-term debt
ratings:

"AAA" - This designation indicates that the ability to repay
principal and interest on a timely basis is extremely high.

"AA" - This designation indicates a very strong ability to
repay principal and interest on a timely basis, with limited incremental risk
compared to issues rated in the highest category.

"A" - This designation indicates that the ability to repay
principal and interest is strong. Issues rated "A" could be more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.

"BBB" - This designation represents the lowest
investment-grade category and indicates an acceptable capacity to repay
principal and interest. Issues rated "BBB" are more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.

"BB," "B," "CCC," and "CC," - These designations are assigned
by Thomson BankWatch to non-investment grade long-term debt. Such issues are
regarded as having speculative characteristics regarding the likelihood of
timely payment of principal and interest. "BB" indicates the lowest degree of
speculation and "CC" the highest degree of speculation.

"D" - This designation indicates that the long-term debt is in
default.

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PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC"
may include a plus or minus sign designation which indicates where within the
respective category the issue is placed.

MUNICIPAL NOTE RATINGS
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A Standard and Poor's rating reflects the liquidity concerns
and market access risks unique to notes due in three years or less. The
following summarizes the ratings used by Standard & Poor's Ratings Group for
municipal notes:

"SP-1" - The issuers of these municipal notes exhibit a strong
capacity to pay principal and interest. Those issues determined to possess very
strong characteristics are given a plus (+) designation.

"SP-2" - The issuers of these municipal notes exhibit
satisfactory capacity to pay principal and interest, with some vulnerability to
adverse financial and economic changes over the term of the notes.

"SP-3" - The issuers of these municipal notes exhibit
speculative capacity to pay principal and interest.

Moody's ratings for state and municipal notes and other
short-term loans are designated Moody's Investment Grade ("MIG") and variable
rate demand obligations are designated Variable Moody's Investment Grade
("VMIG"). Such ratings recognize the differences between short-term credit risk
and long-term risk. The following summarizes the ratings by Moody's Investors
Service, Inc. for short-term notes:

"MIG-1"/"VMIG-1" - This designation denotes best quality.
There is present strong protection by established cash flows, superior liquidity
support or demonstrated broad-based access to the market for refinancing.

"MIG-2"/"VMIG-2" - This designation denotes high quality, with
margins of protection that are ample although not so large as in the preceding
group.

"MIG-3"/"VMIG-3" - This designation denotes favorable quality,
with all security elements accounted for but lacking the undeniable strength of
the preceding grades. Liquidity and cash flow protection may be narrow and
market access for refinancing is likely to be less well established.

"MIG-4"/"VMIG-4" - This designation denotes adequate quality.
Protection commonly regarded as required of an investment security is present
and although not distinctly or predominantly speculative, there is specific
risk.

"SG" - This designation denotes speculative quality. Debt
instruments in this category lack of margins of protection.

Fitch IBCA and Duff & Phelps use the short-term ratings
described under Commercial Paper Ratings for municipal notes.

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Law Offices
Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757

December 3, 1998

VIA EDGAR TRANSMISSION
- ----------------------

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: The RBB Fund, Inc. (the "Registrant")
REGISTRATION NOS. 33-20827/811-5518
-------------------------------------

Ladies and Gentlemen:

On behalf of the Registrant and pursuant to Rule 497 (c) under the
Securities Act of 1933, filed herewith are:

1) the Prospectus, dated November 13, 1998, relating to
Registrant's Boston Partners Market Neutral Fund
(Institutional Class) and the Prospectus, dated November 13,
1998, relating to Registrant's Boston Partners Market Neutral
Fund (Investor Class).

2) the Statement of Additional Information dated November 13,
1998, relating to Registrant's Boston Partners Market Neutral
Portfolio.

Questions and comments concerning the enclosed materials may be
directed to the undersigned at (215) 988-2935.

Very truly yours,

/S/ ALLAN J. OSTER
------------------
Allan J. Oster

Enclosures