RBB FUND INC, 485APOS, 1998-11-12

RBB FUND INC
485APOS, 1998-11-12

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As filed with the Securities and Exchange Commission on November 12, 1998
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. __ |_|
Post-Effective Amendment No. 62 |X|

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|

Amendment No. 64 |X|

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

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

Registrant's Telephone Number: (302) 792-2555

Copies to:
GARY M. GARDNER, ESQUIRE MICHAEL P. MALLOY, ESQUIRE
PNC Bank, National Association Drinker Biddle & Reath LLP
1600 Market Street, 28th Floor 1100 PNB Building
Philadelphia, PA 19103 1345 Chestnut Street
(Name and Address of Agent for Service) Philadelphia, PA 19107-3496

It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|_| on (date) pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on (date) pursuant to paragraph (a)(1)
|X| 75 days after filing pursuant to paragraph (a)(2)
|_| on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
|_| This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Title of Securities being Registered: Class III and Class JJJ.

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

<PAGE>

THE RBB FUND, INC.

BOSTON PARTNERS MARKET NEUTRAL FUND
(INSTITUTIONAL SHARES)

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

FORM N-1A ITEM LOCATION
- -------------- --------

Part A Prospectus

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

2. Synopsis....................................... Annual Fund Operating
Expenses

3. Condensed Financial Information................ Expense Table

4. General Description of Registrant.............. Cover Page; Investment
Objectives and Policies;
Investment Limitations;
Risk Factors; Additional
Investment Policies

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

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

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

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

9. Legal Proceedings.............................. Not applicable

<PAGE>

THE RBB FUND, INC.

BOSTON PARTNERS MARKET NEUTRAL FUND
(INVESTOR SHARES)

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

FORM N-1A ITEM LOCATION
- -------------- --------

Part A Prospectus

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

2. Synopsis....................................... Annual Fund Operating
Expenses

3. Condensed Financial Information................ Expense Table

4. General Description of Registrant.............. Cover Page; Investment
Objectives and Policies;
Investment Limitations;
Risk Factors; Additional
Investment Policies

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

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

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

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

9. Legal Proceedings.............................. Not applicable

<PAGE>

THE RBB FUND, INC.

BOSTON PARTNERS MARKET NEUTRAL FUND

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

FORM N-1A ITEM LOCATION
- -------------- ---------

PART B STATEMENT OF
ADDITIONAL INFORMATION

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

11. Table of Contents.............................. Cover Page

12. General Information and History................ General; Directors and
Officers; Additional
Information Concerning
RBB Shares; Miscellaneous

13. Investment Objectives and Policies............. Investment Limitations;
Common Investment Policies;
Supplemental Investment
Policies

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

15. Control Persons and Principal Holders
of Securities.................................. Additional Information
Concerning RBB Shares

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

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

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

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

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

21. Underwriters................................... Not Applicable

22. Calculation of Performance Data................ Performance and Yield
Information

23. Financial Statements........................... None

<PAGE>

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 __________, 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 __________, 1998

<PAGE>

EXPENSE TABLE

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

<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 $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.

<PAGE>

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

RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
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.

<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 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 ___ 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

__________, 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 __________, 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

________, 1998

BOSTON PARTNERS
MARKET NEUTRAL FUND

(Investor Shares)

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

<PAGE>

(INVESTOR CLASS) 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
voided check attach an unsigned, .

|_| 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
__________, 1998 (together, the "Prospectus"). A copy of any of the Prospectuses
may be obtained from RBB by calling toll-free (800) 311-9783 or 9829. This
Statement of Additional Information is dated __________, 1998.

CONTENTS
INSTITUTIONAL INVESTOR
PROSPECTUS PROSPECTUS
PAGE PAGE PAGE
---- ---- ----
General........................................
Investment Objective and Policies..............
Directors and Officers.........................
Investment Advisory, Distribution
and Servicing Arrangements...................
Portfolio Transactions.........................
Purchase and Redemption Information............
Valuation of Shares............................
Performance and Yield Information..............
Taxes..........................................
Additional Information Concerning RBB Shares...
Miscellaneous..................................
Financial Statements...........................
Appendix A.....................................

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

<PAGE>

GENERAL

The RBB Fund, Inc. ("RBB") is an open-end management
investment company currently operating or proposing to operate 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.

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:

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

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.

<PAGE>

DIRECTORS AND OFFICERS

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

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

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

*Robert Sablowsky -59 Director Senior Vice President, Fahnestock Co.,
110 Wall Street Inc. (a registered broker-dealer); Prior
New York, NY 10005 to October 1996, Executive Vice
President of Gruntal & Co., Inc. (a
registered broker-dealer).

Francis J. McKay -61 Director Since 1963, Executive Vice President,
7701 Burholme Avenue Fox Chase Cancer Center (biomedical
Philadelphia, PA 19111 research and medical care).

Marvin E. Sternberg -63 Director Since 1974, Chairman, Director and
937 Mt. Pleasant Road President, Moyco Industries, Inc.
Bryn Mawr, PA 19010 (manufacturer of dental supplies and
precision coated abrasives); since 1968,
Director and President, Mart MMM, Inc.
(formerly Montgomeryville Merchandise
Mart Inc.) and Mart PMM, Inc. (formerly
Pennsauken Merchandise Mart, Inc.)
(shopping centers); and since 1975,
Director and Executive Vice President,
Cellucap Mfg. Co., Inc. (manufacturer of
disposable headwear).

Julian A. Brodsky -64 Director Director and Vice Chairman since 1969
1234 Market Street Comcast Corporation (cable television
16th Floor and communications); Director Comcast
Philadelphia, PA 19107-3723 Cablevision of Philadelphia (cable
television and communications) and
Nextel (wireless communications).

<PAGE>

Donald van Roden -73 Director Self-employed businessman. From
1200 Old Mill Lane and Chairman of February 1980 to March 1987, Vice
Wyomissing, PA 19610 the Board Chairman, SmithKline Beecham Corporation
(pharmaceuticals); Director, AAA
Mid-Atlantic (auto service); Director,
Keystone Insurance Co.

Edward J. Roach -74 President Certified Public Accountant; Vice
Suite 100 and Chairman of the Board, Fox Chase Cancer
Bellevue Park Treasurer Center; Trustee Emeritus, Pennsylvania
Corporate Center School for the Deaf; Trustee Emeritus,
400 Bellevue Parkway Immaculata College; President or Vice
Wilmington, DE 19809 President and Treasurer of various
investment companies advised by PNC
Institutional Management Corporation;
Director, The Bradford Funds, Inc.

Morgan R. Jones -59 Secretary Chairman of the law firm of
Drinker Biddle & Reath LLP Drinker Biddle & Reath LLP;
1345 Chestnut Street Director, Rocking Horse
Philadelphia, PA 19107-3496 Child Care Centers of America, Inc.
</TABLE>
- ----------------------

* Each of Mr. Sablowsky and Mr. Reichman is an "interested person" of
RBB, as that term is defined in the 1940 Act, by virtue of 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>

DIRECTORS' COMPENSATION
-----------------------

<TABLE>
<CAPTION>
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, $ N/A N/A
Director
Francis J. McKay, $ N/A N/A
Director
Arnold M. Reichman, $ N/A N/A
Director
Robert Sablowsky, $ N/A N/A
Director
Marvin E. Sternberg, $ N/A N/A
Director
Donald van Roden, $ 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.

<PAGE>

INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS

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

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

<PAGE>

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.

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
____________, 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.

<PAGE>

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.

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.

<PAGE>

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.

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 ___ 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

<PAGE>

are classified as Delta 2 Common Stock (Municipal Money), 1 million shares are
classified as Delta 3 Common Stock (Government Money), 1 million shares are
classified as Delta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Epsilon 1 Common Stock (Money), 1 million shares are classified as Epsilon 2
Common Stock (Municipal Money), 1 million shares are classified as Epsilon 3
Common Stock (Government Money), 1 million shares are classified as Epsilon 4
Common Stock (N.Y. Money), 1 million shares are classified as Zeta 1 Common
Stock (Money), 1 million shares are classified as Zeta 2 Common Stock (Municipal
Money), 1 million shares are classified as Zeta 3 Common Stock (Government
Money), 1 million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1
million shares are classified as Eta 1 Common Stock (Money), 1 million shares
are classified as Eta 2 Common Stock (Municipal Money), 1 million shares are
classified as Eta 3 Common Stock (Government Money), 1 million shares are
classified as Eta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Theta 1 Common Stock (Money), 1 million shares are classified as Theta 2
Common Stock (Municipal Money), 1 million shares are classified as Theta 3
Common Stock (Government Money), and 1 million shares are classified as Theta 4
Common Stock (N.Y. Money). Shares of the Class 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

<PAGE>

CASH PRESERVATION 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

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

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

<PAGE>

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

Charles Schwab & Co. Inc. 73.869%
Special Custody Account for Bene of Cust
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104

<PAGE>

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

<PAGE>

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

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

<PAGE>

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

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>
<PAGE>

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.

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

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

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

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

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

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

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

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

<PAGE>

"Prime-2" - Issuers (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

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

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

CORPORATE LONG-TERM DEBT RATINGS
- --------------------------------

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

"r" - This rating is attached to highlight derivative, hybrid,
and certain other obligations that S & P believes may experience high volatility
or high variability in expected returns due to non-credit risks. Examples of
such obligations are: securities whose principal or interest return is indexed
to equities, commodities, or currencies; certain swaps and options; and
interest-only and principal-only mortgage securities. The absence of an "r"
symbol should not be taken as an indication that an obligation will exhibit no
volatility or variability in total return.

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

PART C

OTHER INFORMATION

<TABLE>
<CAPTION>
Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

SEE NOTE #
----------
<S> <C> <C> <C>

(b) Exhibits:
(1) (a) Articles of Incorporation of Registrant 1

(b) Articles Supplementary of Registrant. 1

(d) Articles Supplementary of Registrant. 2

(e) Articles Supplementary of Registrant 5

(f) Articles Supplementary of Registrant. 6

(g) Articles Supplementary of Registrant. 9

(h) Articles Supplementary of Registrant. 10

(i) Articles Supplementary of Registrant. 11

(j) Articles Supplementary of Registrant. 11

(k) Articles Supplementary of Registrant. 13

(l) Articles Supplementary of Registrant. 13

(m) Articles Supplementary of Registrant. 13

(n) Articles Supplementary of Registrant. 13

(o) Articles Supplementary of Registrant. 14

(p) Articles Supplementary of Registrant. 17

(q) Articles Supplementary of Registrant. 19

(r) Articles Supplementary of Registrant. 21

(s) Articles of Amendment to Charter of the Registrant. 22

(t) Articles Supplementary of Registrant. 22

(u) Articles Supplementary of Registrant. 27

(v) Articles Supplementary of Registrant. 29

<PAGE>

SEE NOTE #
----------
(b) Exhibits:
(w) Articles Supplementary of Registrant. 29

(2) (a) By-Laws, as amended. 22

(3) None.

(4) (a) See Articles VI, VII, VIII, IX and XI of Registrant's 1
Articles of Incorporation dated February 17, 1988.
(b) See Articles II, III, VI, XIII, and XIV of Registrant's By-Laws 17
as amended through April 26, 1996.

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

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

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

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

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

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

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

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

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

(j) Investment Advisory Agreement (n/i Micro Cap Fund) between 17
Registrant and Numeric Investors, L.P.

<PAGE>

SEE NOTE #
----------
(b) Exhibits:
(k) Investment Advisory Agreement (n/i Growth Fund) between 17
Registrant and Numeric Investors, L.P.

(l) Investment Advisory Agreement (n/i Growth & Value 17
Fund) between Registrant and Numeric Investors,
L.P.

(m) Investment Advisory Agreement (Boston Partners Large 20
Cap Value Fund) between Registrant and Boston
Partners Asset Management, L.P.

(n) Investment Advisory Agreement (Boston Partners Mid 22
Cap Value Fund) between Registrant and Boston
Partners Asset Management, L.P.

(o) Investment Advisory Agreement (n/i Larger Cap Value Fund) 24
between Registrant and Numeric Investors, L.P. dated December 1,
1997.

(p) Investment Advisory Agreement (Boston Partners Bond 24
Fund) between Registrant and Boston Partners
Asset Management, L.P. dated December 1, 1997.

(q) Investment Advisory Agreement (Schneider Capital Management Value 29
Fund) between Registrant and Schneider Capital Management Company.

(r) Investment Advisory Agreement (Boston Partners Micro 29
Cap Value Fund) between Registrant and Boston
Partners Asset Management, L.P.

(s) Form of Investment Advisory Agreement (Boston **
Partners Market Neutral Fund) between Registrant
and Boston Partners Asset Management, L.P.

(u) Form of Investment Advisory Agreement (n/i Small 28
Cap Value Fund) between Registrant and
Numeric Investors, LP.

(6) (a) Distribution Agreement between Registrant and 26
Provident Distributors, Inc. dated as of May 29, 1998.

(b) Form of Distribution Agreement Supplement between **
Registrant and Provident Distributors, Inc.
(Boston Partners Market Neutral Fund -
Institutional Class).

(c) Form of Distribution Agreement Supplement between **
Registrant and Provident Distributors, Inc.
(Boston Partners Market Neutral Fund - Investor
Class).

<PAGE>

SEE NOTE #
----------
(b) Exhibits:
(f) Form of Distribution Agreement Supplement between 28
Registrant and Provident Distributors, Inc.
(n/i Small Cap Value Fund).

(7) Fund Office Retirement Profit-Sharing and Trust Agreement, dated as of 23
October 24, 1990, as amended.

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

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

(d) Custodian Contract between Registrant and State Street Bank and 12
Trust Company.

(e) Custody Agreement between Registrant and Custodial Trust 17
Company on behalf of n/i Micro Cap Fund, n/i Growth Fund and
n/i Growth & Value Fund Portfolios of the Registrant.

(f) Custodian Agreement Supplement Between Registrant 20
and PNC Bank, National Association dated October
16, 1996.

(g) Custodian Agreement Supplement between Registrant and PNC 22
Bank, National Association, on behalf of the Boston Partners Mid
Cap Value Fund.

(h) Custody Agreement between Registrant and Custodial Trust 24
Company on behalf of the n/i Larger Cap Value Fund.

(i) Custodian Agreement Supplement between Registrant 24
and PNC Bank, N.A. on behalf of the Boston
Partners Bond Fund.

(j) Custodian Agreement Supplement between Registrant and PNC Bank, 29
N.A. on behalf of the Schneider Capital Management Value Fund.

(k) Custodian Agreement Supplement between Registrant 29
and PNC Bank, N.A. on behalf of the Boston
Partners Micro Cap Value Fund.

(l) Form of Custodian Agreement Supplement between Registrant **
and PNC Bank, N.A. on behalf of Boston Partners Market Neutral
Fund.

(n) Form of Custodian Agreement Supplement between 28
Registrant and Custodial Trust Company on behalf
of n/i Small Cap Value Fund.

<PAGE>

SEE NOTE #
----------
(b) Exhibits:

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

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

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

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

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

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

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

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

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

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

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

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

(n) Transfer Agency and Service Agreement between 15
Registrant and State 15 Street Bank and Trust
Company and PFPC, Inc. dated February 1, 1995.

<PAGE>

SEE NOTE #
----------
(b) Exhibits:
(o) Supplement to Transfer Agency and Service Agreement between 15
Registrant, State Street Bank and Trust Company, Inc. and PFPC
dated April 10, 1995.

(p) Amended and Restated Credit Agreement dated December 15, 1994. 16

(q) Transfer Agency Agreement Supplement (n/i Micro Cap Fund, n/i 17
Growth Fund and n/i Growth & Value Fund) between Registrant and
PFPC, Inc. dated April 14, 1996.

(r) Administration and Accounting Services Agreement 17
between Registrant and PFPC, Inc. (n/i Micro Cap
Fund) dated April 24, 1996.

(s) Administration and Accounting Services Agreement between Registrant 17
and PFPC, Inc. (n/i Growth Fund) dated April 24, 1996.

(t) Administration and Accounting Services Agreement 17
between Registrant and PFPC, Inc. (n/i Growth &
Value Fund) dated April 24, 1996.

(u) Transfer Agreement and Service Agreement between Registrant and 18
State Street Bank and Trust Company.

(v) Administration and Accounting Services Agreement between the 21
Registrant and PFPC Inc. dated October 16, 1996 (Boston Partners
Large Cap Value Fund).

(w) Transfer Agency Agreement Supplement between Registrant and PFPC 20
Inc. (Boston Partners Large Cap Value Fund, Institutional Class).

(x) Transfer Agency Agreement Supplement between Registrant and PFPC 20
Inc. (Boston Partners Large Cap Value Fund, Investor Class).

(y) Transfer Agency Agreement Supplement between Registrant and PFPC 20
Inc. (Boston Partners Large Cap Value Fund, Advisor Class).

(z) Transfer Agency Agreement Supplement between 22
Registrant and PFPC Inc., (Boston Partners Mid
Cap Value Fund, Institutional Class).

(aa) Transfer Agency Agreement Supplement between Registrant and PFPC 22
Inc., (Boston Partners Mid Cap Value Fund, Investor Class).

(bb) Administration and Accounting Services Agreement between Registrant 22
and PFPC Inc. dated, May 30, 1997 (Boston Partners Mid Cap Value
Fund).

(cc) Transfer Agency Agreement Supplement (n/i Larger Cap Value Fund) 24
between Registrant and PFPC, Inc. dated December 1, 1997.

<PAGE>

SEE NOTE #
----------
(b) Exhibits:
(dd) Administration and Accounting Services Agreement between Registrant 24
and PFPC, Inc. dated December 1, 1997 (n/i Larger Cap Value Fund).

(ee) Co-Administration Agreement between Registrant and Bear Stearns 24
Funds Management, Inc. dated December 1, 1997 (n/i Larger Cap Value
Fund).

(ff) Transfer Agency Agreement Supplement between Registrant and PFPC, 24
Inc. dated December 1, 1997 (Boston Partners Bond Fund,
Institutional Class).

(gg) Transfer Agency Agreement Supplement between Registrant and PFPC, 24
Inc. dated December 1, 1997 (Boston Partners Bond Fund, Investor
Class).

(hh) Administration and Accounting Services Agreement between Registrant 24
and PFPC, Inc. dated December 1, 1997 (Boston Partners Bond Fund).

(ii) Administration and Accounting Services Agreement between Registrant 29
and PFPC Inc. (Schneider Capital Management Value Fund).

(jj) Transfer Agency Agreement Supplement between Registrant and PFPC 29
Inc. (Schneider Capital Management Value Fund).

(kk) Transfer Agency Agreement Supplement between Registrant and PFPC, 29
Inc. (Boston Partners Micro Cap Value Fund, Institutional Class).

(ll) Transfer Agency Agreement Supplement between Registrant and PFPC, 29
Inc. (Boston Partners Micro Cap Value Fund, Investor Class).

(mm) Administration and Accounting Services Agreement between Registrant 29
and PFPC, Inc. (Boston Partners Micro Cap Value Fund).

(nn) Administrative Services Agreement between Registrant and Provident 26
Distributors, Inc. dated as of May 29, 1998 and relating to the
n/i funds, Schneider Small Cap Value Fund, and Institutional
Shares of the Boston Partners Funds.

(oo) Form of Administrative Services Agreement Supplement **
between Registrant and Provident Distributors, Inc. relating to the
Boston Partners Market Neutral Fund (Institutional Class).

<PAGE>

SEE NOTE #
----------
(b) Exhibits:

(qq) Form of Administrative and Accounting Services Agreement between **
Registrant and PFPC, Inc. (Boston Partners Market Neutral Fund -
Institutional and Investor Classes).

(ss) Form of Transfer Agency Agreement Supplement between Registrant and **
PFPC, Inc. (Boston Partners Market Neutral Fund- Institutional and
Investor Classes).

(uu) Form of Transfer Agency Agreement Supplement between Registrant and 28
PFPC, Inc. (n/i Small Cap Value Fund).

(vv) Form of Administration and Accounting Services Agreement between 28
Registrant and PFPC, Inc. (n/i Small Cap Value Fund).

(ww) Form of Co-Administration Agreement between Registrant and Bear 28
Stearns Funds Management, Inc. (n/i Small Cap Value Fund).

(xx) Form of Administrative Services Agreement between Registrant and 28
Provident Distributors, Inc. (n/i Small Cap Value Fund).

(10) Opinion of Counsel as to validity of shares issued. **

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

(b) Not Applicable.

(12) (b) None.

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

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

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

(e) Purchase Agreement between Registrant and Numeric Investors, L.P. 17
relating to Class FF (n/i Micro Cap Fund).

(f) Purchase Agreement between Registrant and Numeric Investors, L.P. 17
relating to Class GG (n/i Growth Fund).

<PAGE>

SEE NOTE #
----------
(b) Exhibits:
(g) Purchase Agreement between Registrant and Numeric Investors, L.P. 17
relating to Class HH (n/i Growth & Value Fund).

(h) Purchase Agreement between Registrant and Boston Partners Asset 21
Management, L.P. relating to Classes QQ, RR and SS (Boston Partners
Large Cap Value Fund).

(i) Purchase Agreement between Registrant and Boston Partners Asset 22
Management, L.P. relating to Classes TT and UU (Boston Partners Mid
Cap Value Fund).

(j) Purchase Agreement between Registrant and Boston Partners Asset 24
Management L.P.relating to Classes VV and WW (Boston Partners Bond
Fund).

(k) Purchase Agreement between Registrant and Numeric Investors, L.P. 24
relating to Class XX (n/i Larger Cap Value Fund).

(l) Purchase Agreement between Registrant and Schneider Capital 29
Management Company. relating to Class YY Schneider Small Cap Value
Fund).

(m) Purchase Agreement between Registrant and Boston Partners Asset 29
Management, L.P. relating to Classes DDD and EEE (Boston Partners
Micro Cap Value Fund).

(n) Form of Purchase Agreement between Registrant and Boston Partners **
Asset Management, L.P. relating to Classes III and JJJ (Boston
Partners Market Neutral Fund).

(p) Form of Purchase Agreement between Registrant and Provident 28
Distributors, Inc. relating to Class MMM (n/i Small Cap Value Fund).

(14) None.

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

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

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

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

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

<PAGE>

SEE NOTE #
----------
(b) Exhibits:

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

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

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

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

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

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

(m) Plan of Distribution (Alpha (now known as Janney) Government 9
Obligations Money Market).

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

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

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

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

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

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

(t) Plan of Distribution (Gamma New York Municipal Money Market). 9
(u) Plan of Distribution (Delta Money Market). 9

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

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

(x) Plan of Distribution (Delta New York Municipal Money Market) 9
.
(y) Plan of Distribution (Epsilon Money Market). 9

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

(aa) Plan of Distribution (Epsilon Government Obligations Money Market 9

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

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

<PAGE>

SEE NOTE #
----------
(b) Exhibits:

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

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

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

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

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

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

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

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

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

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

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

(oo) Plan of Distribution (Boston Partners Large Cap Value Fund Investor 21
Class).

(pp) Plan of Distribution (Boston Partners Large Cap Value Fund Advisor 21
Class).

(qq) Plan of Distribution (Boston Partners Mid Cap Value Fund Investor 21
Class).

(rr) Plan of Distribution (Boston Partners Bond Fund Investor Class). 24

(ss) Plan of Distribution (Boston Partners Micro Cap Value Fund Investor 25
Class).

(tt) Amendment to Plans of Distribution pursuant to Rule 12b-1. 27

(uu) Form of Plan of Distribution (Boston Partners Market Neutral **
Fund - Investor Class).

(ww) Plan of Distribution (Principal Money Market). 29

(16) (a) Schedule for Computation of Performance Quotations for the 23
Money Market and Boston Partners Portfolios.

(b) Schedule for Computation of Performance Quotations for the n/i 24
Portfolios.

<PAGE>

SEE NOTE #
----------
(b) Exhibits:
(c) Schedule for Computation of Performance Quotations for the n/i ***
Larger Cap Value Fund.

(d) Schedule for Computation of Performance Quotations for the Boston ***
Partners Bond Fund.

(e) Schedule for Computation of Performance Quotations for the Boston ***
Partners Micro Cap Fund.

(17) Not applicable.

(18) Amended 18F-3 Plan. 29
</TABLE>

NOTE #
- ------

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

26 Incorporated herein by reference to Post-Effective Amendment No. 56 to
the Registrant's Registration Statement (33-20827) filed on
June 25, 1998.

27 Incorporated herein by reference to Post-Effective Amendment No. 58 to\
the Registrant's Registration Statement (33-20827) filed on
August 25, 1998.

28 Incorporated herein by reference to Post-Effective Amendment No. 59 to
the Registrant's Registration Statement (33-20827) filed on
September 15, 1998.

29 Incorporated herein by reference to Post-Effective Amendment No. 60 to
the Registrant's Registration Statement (33-20827) filed on
October 29, 1998

** A copy of such exhibit is filed electronically herewith.

*** To be Filed by Amendment

<PAGE>

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

Item 26. NUMBER OF HOLDERS OF SECURITIES

The following information is given as of November 4, 1998.

<TABLE>
<CAPTION>
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
- ------------------------------ ------------------------
<S> <C> <C>

a) Cash Preservation Money Market 39
b) Cash Preservation Municipal Money Market 39
c) Sansom Street Money Market 3
d) Sansom Street Municipal Money Market 0
e) Sansom Street Government Obligations Money Market 0
f) Bedford Money Market 87,444
g) RBB Government Securities 464
h) Bedford Municipal Money Market 5306
i) Bedford Government Obligations Money Market 8134

j) Janney Montgomery Scott
Money Market 115,071
k) Janney Montgomery Scott
Municipal Money Market 4,310
l) Janney Montgomery Scott
Government Obligations Money Market 33,718
m) Janney Montgomery Scott
New York Municipal Money Market 1404
n) ni Micro Cap 3284
o) ni Growth 3006
p) ni Growth & Value 6272
q) ni Larger Cap Value 659
r) Boston Partners Large Cap Value Fund - Institutional
Class 46
s) Boston Partners Large Cap Value Fund - Investor Class 41
t) Boston Partners Large Cap Value Fund - Advisor Class 0
u) Boston Partners Mid Cap Value Fund - Investor Class 55
v) Boston Partners Mid Cap Value Fund - Institutional Class 77
w) Boston Partners Premium Bond - Institutional Class 7
x) Boston Partners Premium Bond - Investor Class 5
y) Boston Partners Micro Cap Value - Institutional Class 19
z) Boston Partners Micro Cap Value - Investor Class 7
aa) Schneider Small Cap Value Fund 10
bb) RBB Select Money Market 0

</TABLE>

Item 27. INDEMNIFICATION

Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and
1(c), provide as follows:

Section 1. To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the Corporation
shall have any liability to the Corporation or its shareholders for
damages. This limitation on liability applies to events occurring at
the time a person serves as a director or officer of the Corporation
whether or not such person is a director or officer at the time of any
proceeding in which liability is asserted.

<PAGE>

Section 2. The Corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by the
Maryland General Corporation Law. The Corporation shall indemnify and
advance expenses to its officers to the same extent as its directors
and to such further extent as is consistent with law. The Board of
Directors may by law, resolution or agreement make further provision
for indemnification of directors, officers, employees and agents to the
fullest extent permitted by the Maryland General Corporation law.

Section 3. No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its security
holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

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

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

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Information as to any other business, profession, vocation or
employment of substantial nature in which any directors and officers of BIMC,
Numeric, Boston Partners and Schneider Capital Management are, or at any time
during the past two (2) years have been, engaged for their own accounts or in
the capacity of director, officer, employee, partner or trustee is incorporated
herein by reference to Schedules A and D of BIMC's FORM ADV (File No. 801-13304)
filed on February 23, 1998, Schedules B and D of Numeric's FORM ADV (File No.
801-35649) filed on March 26, 1998, Schedules B and D of Boston Partners' FORM
ADV (File No. 801-49059) filed on March 31, 1998, and Schedules B and D of
Schneider Capital Management's FORM ADV (File No. 801-55439) filed on April 25,
1998, respectively.

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

<PAGE>

<TABLE>
<CAPTION>
PNC BANK, NATIONAL ASSOCIATION
DIRECTORS

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

<S> <C> <C> <C>
Director Paul W. Chellgren Chairman and Chief Executive Officer Energy Company
Ashland Inc.
P.O. 391
Ashland, KY 41114

Director Robert N. Clay President and Chief Executive Officer Investments
Clay Holding Company
Three Chimneys Farm
Versailles. KY 40383

Director George A. Davidson, Jr. Chairman and Chief Executive Officer Public Utility Holding Company
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Avenue
Pittsburgh, PA 15222-3199

Director David F. Girard-diCarlo Managing Partner Law Firm
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, PA 19103-6998

Director Walter Emmor Gregg, Jr. One PNC Plaza, P1-POPP-30-1 Diversified Financial Services
249 Fifth Street
Pittsburgh, PA 15222-2707

Director William R. Johnson President and Chief Executive Officer Food Products Company
H.J. Heinz Company
600 Grant Street
Pittsburgh, PA 15219-2857

Director Bruce C. Lindsey Chairman and Managing Director Advisory Company
Brind-Lindsey & Co.
1520 Locust Street, Suite 1100
Philadelphia, PA 19102

Director W. Craig McClelland Chairman and Chief Executive Officer Paper Manufacturing and Land
Union Camp Corporation Resources
1600 Valley Road
Wayne, NJ 07470

Director Thomas Henry O'Brien Chairman and Chief Executive Officer Diversified Financial Services
PNC Bank Corp.
One PNC Plaza, 249 Fifth Avenue
Pittsburgh, PA 15222-2707

<PAGE>

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

Director Jane G. Pepper President Nonprofit Horticultural
Pennsylvania Horticultural Society Membership Organization
100 N. 20th Street -5th Floor
Philadelphia, PA 19103-1495

Director Jackson H. Randolph Chairman Public Utility Holding Company
Cinergy Corp.
221 East Fourth Street, Suite 3004
Cincinnati, OH 45202

Director James Edward Rohr President & Chief Operating Officer Diversified Financial Services
PNC Bank N.A.
One PNC Plaza- 30th Floor
Pittsburgh PA 15265

Director Roderic H. Ross Chairman and Chief Executive Officer Insurance Company
Keystone State Life Insurance Co.
Suite 325
501 Office Center Drive
Fort Washington, PA 19034-3299

Director Richard P. Simmons Chairman, President & CEO Specialty Metals and
Allegheny Teledyne Incorporated Diversified Business
1000 Six PPG Place
Pittsburgh, PA 15222-5479

Director Thomas J. Usher Chairman and Chief Executive Officer Energy, Steel and Diversified
USX Corporation Business
61st Floor
600 Grant Street
Pittsburgh, PA 15219-4776

Director Milton A. Washington President and Chief Executive Officer Housing Rehabilitation and
AHRCO Construction
5604 Baum Boulevard
Pittsburgh, PA 15206

Advisory Helge H. Wehmeier President and Chief Executive Officer
Director Bayer Corporation
100 Bayer Road, Building 4
Pittsburgh, PA 15205-9741

</TABLE>

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

David A. Aloise Senior Vice President

James C. Altman Senior Vice President

Edward V. Arbaugh, III Senior Vice President

Douglas R. Arnold Senior Vice President, Regional Consumer
Bank

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Robert Jones Arnold Senior Vice President

James N. Atteberry Senior Vice President

Lila M. Bachelier Senior Vice President

James C. Baker Senior Vice President

Robert C. Barry, Jr. Senior Vice President, Regional Consumer
Bank, Chief Financial Officer, Consumer
Bank

James R. Bartholomew Senior Vice President

Peter R. Begg Senior Vice President, Corporate
Human Resources Operations Center

Constance A. Bentzen Senior Vice President

Donald G. Berdine Senior Vice President

Ben Berzin, Jr. Senior Vice President

Paul A. Best Senior Vice President

Michael J. Beyer Senior Vice President

R. Bruce Bickel Senior Vice President

Ronald R. Blankenbuehler Senior Vice President

Ronald L. Bovill Senior Vice President

George Brikis Executive Vice President

Dennis P. Brenckle President, Central PA Market

Larry R. Brown Senior Vice President, Credit Policy

Michael Brundage Senior Vice President

Donna L. Burge Senior Vice President

Brian R. Burns Senior Vice President, Securities
Processing

Douglas H. Burr Senior Vice President

David D. Burrow Senior Vice President

James P. Burzotta Senior Vice President

Anthony J. Cacciatore Senior Vice President, I M & T
Institutional Services

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

William J. Calpin Senior Vice President

Craig T. Campbell Senior Vice President

William L. Campbell Senior Vice President

J. Richard Carnall Executive Vice President

Donald R. Carroll Senior Vice President

Edward V. Caruso Executive Vice President

Kevin J. Cecil Senior Vice President

Nickolas P. Certo Senior Vice President, Regional Consumer
Bank

Rhonda S. Chatzkel Senior Vice President

Sandra Chickeletti Assistant Secretary

Thomas P. Ciak Assistant Secretary

Joseph A. Clark Senior Vice President

Peter K. Classen President, Northeast PA Market

Andra D. Cochran Senior Vice President

Sharon G. Coghlan Coordinating Market Chief Counsel-
Philadelphia

William Harvey Coggin Senior Vice President

John F. Colligan Senior Vice President

James P. Conley Senior Vice President

C. David Cook Senior Vice President

T. Sean Costello Senior Vice President, Secured lending

Keith P. Crytzer Senior Vice President

Terry D'Amore Senior Vice President

John J. Daggett Senior Vice President

Peter J. Danchak Senior Vice President

Douglas D. Danforth, Jr. Executive Vice President, PNC Real Estate

Helen A. DePrisco Executive Vice President

A. J. Desposito Senior Vice President, Business Banking

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Richard Devore Senior Vice President

James N. Devries Senior Vice President

Anuj Dhanda Senior Vice President

Victor M. DiBattista Chief Regional Counsel

Frank H. Dilenschneider Senior Vice President

Thomas C. Dilworth Senior Vice President

Alfred J. DiMatties Senior Vice President

Kenneth A. Dorsett Senior Vice President, Private Bank

Henry Doss Senior Vice President, Regional Consumer
Bank

Roger C. DuBois Senior Vice President, National Financial
Services Center

Daniel P. Dunn Senior Vice President

Robert D. Edwards Senior Vice President

Tawana L. Edwards Senior Vice President

David J. Egan Senior Vice President

Richard M. Ellis Senior Vice President

Orlando C. Esposito Senior Vice President

Lynn Fox Evans Senior Vice President & Controller

William E. Fallon Senior Vice President

James M. Ferguson, III Senior Vice President

Charles J. Ferrero Executive Vice President

John Fox Executive Vice President

Frederick C. Frank, III Executive Vice President

William J. Friel Executive Vice President

John F. Fulgoncy Secretary

Brian K. Garlock Senior Vice President, Private Bank

Leigh Gerstenberger Senior Vice President

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Donald W. Giffin, Jr. Senior Vice President

James G. Graham Executive Vice President, Regional
Consumer Bank

Gail Carroll Graham Senior Vice President, Private Bank

Craig Davidson Grant Senior Vice President

Gary R. Gray Senior Vice President, Regional Consumer
Bank

Barbara J. Griec Senior Vice President

Frederick J. Gronbacher Executive Vice President, National
Consumer Bank

Thomas M. Groneman Senior Vice President

Thomas Grundman Senior Vice President

Joan L. Gulley Executive Vice President, Deputy Manager,
Regional Consumer Bank

Joseph C. Guyaux Executive Vice President, Regional
Community Bank

Neil F. Hall Executive Vice President

John C. Haller President, Ohio Market

Michael J. Hannon Executive Vice President, Commercial
Real Estate

Michael N. Harreld President, Kentucky Market

Catherine E. Haffner Senior Vice President, Regional Consumer
Bank

Michael J. Harrington Senior Vice President

Maurice H. Hartigan, II Executive Vice President

G. Thomas Hewes Senior Vice President

Susan G. Holt Senior Vice President, Regional Consumer
Bank

Sylvan M. Holzer President, Pittsburgh Market

Wayne P. Hunley Senior Vice President

John M. Infield Senior Vice President

Patricia J. Jablonski Senior Vice President, Corporate Banking

Philip C. Jackson Senior Vice President

Robert Greg Jenkins Senior Vice President

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

William J. Johns Senior Vice President, Corporate Banking

Eric C. Johnson Senior Vice President

William Johnson Audit Director

Robert D. Kane, Jr. Senior Vice President

John J. Kelly Executive Vice President

Michael D.Kelsey Chief Compliance Counsel

Geoffrey R. Kimmel Senior Vice President

Randall C. King Senior Vice President

James M. Kinsman, Jr. Senior Vice President

Christopher M. Knoll Senior Vice President

William Kosis Executive Vice President

Richard C. Krauss Senior Vice President

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

Thomas F. Lamb Senior Vice President

Richard S. Larimer Senior Vice President

William G. Lashbrook Senior Vice President, PNC Real Estate

Martin S. Lazor Senior Vice President, Consumer Bank

Kenneth P. Leckey Cashier, Senior Vice President, Regional
Consumer Bank

Marilyn R. Levins Senior Vice President

Carl J. Lisman Executive Vice President

Richard J. Lovett Senior Vice President

Stephen F. Lugarich Senior Vice President

Brian S. MacConnell Senior Vice President

Linda R. Manfredonia Senior Vice President

Nicholas M. Marsini, Jr. Senior Vice President

John A. Martin Senior Vice President

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

David O. Matthews Senior Vice President

Dennis McChesney Executive Vice President

Walter B. McClellan Senior Vice President

Patricia McCrossan Senior Vice President

James F. McGowan Senior Vice President

Timothy McInerney Senior Vice President

Charlotte B. McLaughlin Senior Vice President

Kim D. McNeil Senior Vice President

Charles R. McNutt Senior Vice President

James W. Meighen Executive Vice President

James C. Mendelson Senior Vice President

David W. Mengel Senior Vice President, Corporate Banking

Darryl Metzger Senior Vice President

Scott C. Meves Senior Vice President

Ralph S. Michael, III Executive Vice President, Corporate
Banking

James P. Mikula Senior Vice President

Robert J. Miller, Jr. Senior Vice President

Robert G. Mills Assistant Secretary

J. William Mills, III Senior Vice President

Francine Miltenberger Senior Vice President

Chester A. Misbach Senior Vice President

Barbara A. Misner Senior Vice President

D. Bryant Mitchell, II Executive Vice President

Michael D. Moll Senior Vice President

Christopher N. Moravec Senior Vice President

Marlene D. Mosco President, Northwest PA Market

Peter F. Moylan Senior Vice President

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Ronald J. Murphy Executive Vice President

Louis J. Myers Senior Vice President, Regional Consumer
Bank

Saiyid T. Naqvi Executive Vice President

Michael B. Nelson Executive Vice President

Jill V. Niedweske Senior Vice President

Thomas J. Nist Senior Vice President

John L. Noelcke Senior Vice President

Thomas H. O'Brien Chairman and CEO

Thomas E. Paisley, III Senior Vice President, Corporate Credit
Policy

Samuel R. Patterson Senior Vice President and Controller

Daniel J. Pavlick Senior Vice President

David M. Payne Senior Vice President

W. David Pendl Senior Vice President

Stephen D. Penn Senior Vice President

John J. Peters Senior Vice President

David A. Pioch Senior Vice President

Donald G. Poppleton Senior Vice President, AAA Administrator

Helen P. Pudlin Senior Vice President, and General Counsel

Wayne Pulliam Senior Vice President

Arthur F. Radman, III Senior Vice President

Edward E. Randall Senior Vice President

Gerald A. Recktenwald Chief Financial Officer, Secured lending

Robert Q. Reilly Senior Vice President

Jesse S. Reinhardt Senior Vice President

Ronald J. Retzler Senior Vice President

Richard C. Rhoades Senior Vice President

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Charles M. Rhodes, Jr. Senior Vice President

C. Joseph Richardson Senior Vice President

Rodger L. Rickenbrode Senior Vice President

Bryan W. Ridley Senior Vice President

Victor M. Rivera Senior Vice President

Bruce E. Robbins Executive Vice President, Secured Lending

James E. Rohr President and Chief Operating Officer

Peter M. Ross Senior Vice President

Suzanne C. Ross Senior Vice President

Gerhard Royer Senior Vice President

Robert T. Saltarelli Senior Vice President

Robert V. Sammartino Senior Vice President

Stephen C. Schatterman Senior Vice President

Jeffrey W. Schmidt Senior Vice President

Peter H. Schryver Senior Vice President

Richard A. Seymour Senior Vice President

Timothy G. Shack Executive Vice President, Chief
Information Officer

Douglas E. Shaffer Senior Vice President

Donald Shauger Senior Vice President

Bruce Shipley Senior Vice President

Alfred A. Silva Executive Vice President

George R. Simon Senior Vice President

Richard L. Smoot President and CEO of PNC Bank,
Philadelphia/S. Jersey Region

Timothy N. Smyth Senior Vice President, Trust Division

Richard R. Soeder Senior Vice President

Darcel H. Steber Senior Vice President

Melvin A. Steele Senior Vice President

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Richard Stegemeier Senior Vice President

James S. Stone Senior Vice President, Treasurer,
Management Operations

William F. Strome Senior Vice President, Consumer Bank

Connie Bond Stuart Senior Vice President

Lon E. Susak Senior Vice President

Stephen L. Swanson Executive Vice President

Frank A. Taucher Senior Vice President

Peter W. Thompson Senior Vice President

Alex T. Topping Senior Vice President

Alan B. Trivilino Senior Vice President, Regional Consumer
Bank

Kevin M. Tucker Senior Vice President

William H. Turner President, Northern New Jersey Market

William Thomps Tyrrell Senior Vice President

Alan P. Vail Senior Vice President

Michael B. Vairin Senior Vice President

Ellen G. Van der Horst Executive Vice President

Ronald H. Vicari Senior Vice President

James M. Voytko Senior Vice President, Investment Strategy
and Research Group

Bruce E. Walton Executive Vice President

Annette M. Ward-Kredel Senior Vice President

Robert S. Warth Senior Vice President

Leonard A. Watkins Senior Vice President

Frances A. Wilkinson Assistant Secretary

Thomas K. Whitford Executive Vice President, Private Bank

George Whitmer Senior Vice President

Nancy B. Wolcott Executive Vice President

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Arlene M. Yocum Senior Vice President

Carole Yon Senior Vice President

George L. Ziminski, Jr. Senior Vice President

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103
1600 Market Street, Philadelphia, PA 19103
17th and Chestnut Streets, Philadelphia, PA 19103

(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.

(3) PFPC Inc., 103 Bellevue Parkway, Wilmington, DE 19809.

(4) PNC Service Corp, 103 Bellevue Parkway, Wilmington, DE 19809.

(5) Provident Capital Management, Inc., 30 S. 17th Street, Suite 1500, Philadelphia, PA 19103.

(6) PNC Investment Corp., Broad and Chestnut Street, Philadelphia, PA 19101.

(7) Provident Realty Management, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101.

(8) Provident Realty, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101.

(9) PNC Bancorp, Inc., 222 Delaware Avenue, Wilmington, DE 19810

(10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604, Cherry Hill, NJ 08034.

(11) PNC Trust Company of New York, 40 Broad Street, New York, NY 10084.

(12) Provcor Properties, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101.

(13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809.

(14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA 15265.

(15) PNC Bank, New Jersey, National Association, Woodland Falls Corporate
Park, 210 Lake Drive East, Cherry Hill, NJ 08002.

(16) PNC Capital Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.

(17) PNC Holding Corp, 222 Delaware Avenue, P.O. Box 791, Wilmington,
DE 19899.

(18) PNC Venture Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.

(19) PNC Bank, Delaware, 300 Delaware Avenue, Wilmington, DE 19801.

(20) Bank of Delaware Corp., 300 Delaware Avenue, Wilmington, DE 19801.

(21) Del-Vest, Inc., 300 Delaware Avenue, Wilmington, DE 19801.

<PAGE>

(22) Marand Corp., 222 Delaware Avenue, Wilmington, DE 19801.

(23) Millsboro Insurance Agency, 300 Delaware Avenue, Wilmington, DE 19801.

(24) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
</TABLE>

Item 29. PRINCIPAL UNDERWRITER

(a) Provident Distributors, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies:

Pacific Horizon Funds, Inc.
Time Horizon Funds
World Horizon Funds, Inc.
Pacific Innovations Trust

International Dollar Reserve Fund I, Ltd.
Municipal Fund for Temporary Investment
Municipal Fund for New York Investors, Inc.
Municipal Fund for California Investors, Inc.
Temporary Investment Fund, Inc.
Trust for Federal Securities

Columbia Common Stock Fund, Inc.
Columbia Growth Fund, Inc.
Columbia International Stock Fund, Inc.
Columbia Special Fund, Inc.
Columbia Small Cap Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia Balanced Fund, Inc.
Columbia Daily Income Company
Columbia U.S. Government Securities Fund, Inc.
Columbia Fixed Income Securities Fund, Inc.
Columbia Municipal Bond Fund, Inc.
Columbia High Yield Fund, Inc.

The BlackRock Funds, Inc. (Distributed by BlackRock Distributors , Inc.
a wholly owned subsidiary of Provident
Distributors, Inc.)

The OffitBank Investment Fund, Inc.
The OffitBank Variable Insurance Fund, Inc.
CVO Greater China Fund, Inc. (Distributed by Offit Funds Distributors,
Inc. a wholly owned subsidiary of
Provident Distributors, Inc.

Kiewit Mutual Fund

Kalmar Pooled Investment Trust

(b) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 8-46564) filed by the Distributor with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.

<PAGE>

Item 30. LOCATION OF ACCOUNTS AND RECORDS

(1) PNC Bank, National Association (successor by merger to
Provident National Bank), 1600 Market Street, Philadelphia, PA
19103 (records relating to its functions as sub-adviser and
custodian).

(2) Provident Distributors, Inc., Four Falls Corporate Center,
6th Floor, West Conshohocken, PA 19428 (records relating to
its functions as distributor).

(3) BlackRock Institutional Management Corporation, Bellevue
Corporate Center, 103 Bellevue Parkway, Wilmington, Delaware
19809 (records relating to its functions as investment
adviser, sub-adviser and administrator).

(4) PFPC Inc., Bellevue Corporate Center, 400 Bellevue
Parkway, Wilmington, Delaware 19809 (records relating to its
functions as transfer agent and dividend disbursing agent).

(5) Drinker Biddle & Reath LLP, Philadelphia National Bank
Building, 1345 Chestnut Street, Philadelphia, Pennsylvania
19107-3496 (Registrant's Articles of Incorporation, By-Laws
and Minute Books).

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

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

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

Item 31. MANAGEMENT SERVICES

None.

Item 32. UNDERTAKINGS

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

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 62 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, and State of
Delaware, on the 12th day of November, 1998.

THE RBB FUND, INC.

By: /S/ EDWARD J. ROACH
-------------------
Edward J. Roach
President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registrant's Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

/S/ EDWARD J. ROACH President (Principal Executive November 12, 1998
- ------------------- Officer) and Treasurer (Principal
Edward J. Roach Financial and Accounting Officer)

*/S/DONALD VAN RODEN Director November 12, 1998
- ------------------------
Donald van Roden
*/S/FRANCIS J. MCKAY Director November 12, 1998
- -------------------------
Francis J. McKay
*/S/MARVIN E. STERNBERG Director November 12, 1998
- -------------------------
Marvin E. Sternberg
*/S/JULIAN A. BRODSKY Director November 12, 1998
- -------------------------
Julian A. Brodsky
*/S/ARNOLD M. REICHMAN Director November 12, 1998
- -------------------------
Arnold M. Reichman
*/S/ROBERT SABLOWSKY Director November 12, 1998
- -------------------------
Robert Sablowsky
*By: /S/ EDWARD J. ROACH November 12, 1998
--------------------------
Edward J. Roach
Attorney-in-Fact

</TABLE>

<PAGE>

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

POWER OF ATTORNEY
-----------------

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

DATED: April 23, 1997

/S/ DONALD VAN RODEN
- --------------------
Donald van Roden

<PAGE>

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

POWER OF ATTORNEY
-----------------

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

DATED: April 23, 1997

/S/ MARVIN E. STERNBERG
- -----------------------
Marvin E. Sternberg

<PAGE>

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

POWER OF ATTORNEY
-----------------

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

DATED: April 23, 1997

/S/ ARNOLD REICHMAN
- -------------------
Arnold Reichman

<PAGE>

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

POWER OF ATTORNEY
-----------------

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

DATED: April 23, 1997

/S/ FRANCIS J. MCKAY
- --------------------
Francis J. McKay

<PAGE>

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

POWER OF ATTORNEY
-----------------

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

DATED: April 23, 1997

/S/ JULIAN BRODSKY
- ------------------
Julian Brodsky

<PAGE>

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

POWER OF ATTORNEY
-----------------

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

DATED: April 23, 1997

/S/ ROBERT SABLOWSKY
- --------------------
Robert Sablowsky

<PAGE>

THE RBB FUND, INC.

EXHIBIT INDEX
-------------

EXHIBITS
- --------

5(s) Form of Investment Advisory Agreement (Boston Partners Market Neutral
Fund) between Registrant and Boston Partners Asset Management, L.P.

6(b) Form of Distribution Agreement Supplement between Registrant and
Provident Distributors, Inc. (Boston Partners Market Neutral Fund -
Institutional Class).

6(c) Form of Distribution Agreement Supplement between Registrant and
Provident Distributors, Inc. (Boston Partners Market Neutral Fund -
Investor Class).

8(l) Form of Custodian Agreement Supplement between Registrant and PNC
Bank, N.A. on behalf of Boston Partners Market Neutral Fund.

9(oo) Form of Administrative Services Agreement Supplement between
Registrant and Provident Distributors, Inc. relating to the Boston
Partners Market Neutral Fund (Institutional Class).

9(qq) Form of Administrative and Accounting Services Agreement between
Registrant and PFPC, Inc. (Boston Partners Market Neutral Fund -
Institutional and Investor Classes).

9(ss) Form of Transfer Agency Agreement Supplement between Registrant and
PFPC, Inc. (Boston Partners Market Neutral Fund - Institutional and
Investor Classes).

10 Opinion of Drinker Biddle & Reath LLP as to validity of shares issued.

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

13(n) Form of Purchase Agreement between Registrant and Boston Partners
relating to Classes III and JJJ (Boston Partners Market Neutral Fund).

15(uu) Form of Plan of Distribution pursuant to Rule 12b-1 (Boston Partners
Market Neutral Fund - Investor Class).

Exhibit 5(s)

INVESTMENT ADVISORY AGREEMENT

Boston Partners Market Neutral Fund

AGREEMENT made as of , 1998 between THE RBB FUND, INC.,
a Maryland corporation (herein called the "Fund"), and Boston Partners Asset
Management, L.P. (herein called the "Investment Advisor").

WHEREAS, the Fund is registered as an open-end, management
investment company under the Investment Company Act of 1940 (the "1940 Act") and
currently offers or proposes to offer shares representing interests in separate
investment portfolios; and

WHEREAS, the Fund desires to retain the Investment Advisor to
render certain investment advisory services to the Fund with respect to the
Fund's Boston Partners Market Neutral Fund (the "Portfolio"), and the Investment
Advisor is willing to so render such services.

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby, it is
agreed between the parties hereto as follows:

<PAGE>

1. APPOINTMENT. The Fund hereby appoints the Investment
Advisor to act as investment advisor for the Portfolio for the period and on the
terms set forth in this Agreement. The Investment Advisor accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.

2. DELIVERY OF DOCUMENTS. The Fund has furnished the
Investment Advisor with copies properly certified or authenticated of each of
the following:

(a) Resolutions of the Board of Directors of
the Fund authorizing the appointment of the Investment Advisor and the execution
and delivery of this Agreement;

(b) Each prospectus and statement of additional
information relating to any class of Shares representing interests in the
Portfolio of the Fund in effect under the 1933 Act (such prospectus and
statement of additional information, as presently in effect and as they shall
from time to time be amended and supplemented, are herein collectively called
the "Prospectus" and "Statement of Additional Information," respectively).

The Fund will promptly furnish the Investment Advisor from
time to time with copies, properly certified or authenticated, of all amendments
of or supplements to the foregoing, if any.

In addition to the foregoing, the Fund will also provide the
Investment Advisor with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Advisor with any amendments of or supplements to
such documents.

3. MANAGEMENT OF THE PORTFOLIO. Subject to the supervision of
the Board of Directors of the Fund, the Investment Advisor will provide for the
overall management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Advisor will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information, provided that the
Investment Adviser has actual notice or knowledge of any changes by the Board of
Directors to such investment objectives, restrictions or policies. The
Investment Advisor further agrees that it will render to the Fund's Board of
Directors such periodic and special reports regarding the performance of its
duties under this Agreement as the Board may reasonably request. The Investment
Advisor agrees to provide to the Fund (or its agents and service providers)
prompt and accurate data with respect to the Portfolio's transactions and, where
not otherwise available, the daily valuation of securities in the Portfolio.

4. BROKERAGE. Subject to the Investment Advisor's obligation
to obtain best price and execution, the Investment Advisor shall have full
discretion to select brokers or dealers to effect the purchase and sale of
securities. When the Investment Advisor places orders for the purchase or sale
of securities for the Portfolio, in selecting brokers or dealers to execute such
orders, the Investment Advisor is expressly authorized to consider the fact that
a broker or dealer has furnished statistical, research or other information or
services for the benefit of the Portfolio directly or indirectly. Without
limiting the generality of the foregoing, the Investment Advisor is authorized
to cause the Portfolio to pay brokerage commissions which may be in excess of
the lowest rates available to brokers who execute transactions for the Portfolio
or who otherwise provide brokerage and research services utilized by the
Investment Advisor, provided that the Investment Advisor determines in good
faith that the amount of each such commission paid to a broker is reasonable in
relation to the value of the brokerage and research services provided by such
broker viewed in terms of either the particular transaction to which the
commission relates or the Investment Advisor's overall responsibilities with
respect to accounts as to which the Investment Advisor exercises investment
discretion. The Investment Advisor may aggregate securities orders so long as
the Investment Advisor adheres to a policy of allocating investment
opportunities to the Portfolio over a period of time on a fair and equitable
basis relative to other clients. In no instance will the Portfolio's securities
be purchased from or sold to the Fund's principal underwriter, the Investment
Advisor, or any affiliated person thereof, except to the extent permitted by SEC
exemptive order or by applicable law.

<PAGE>

The Investment Advisor shall report to the Board of Directors
of the Fund at least quarterly with respect to brokerage transactions that were
entered into by the Investment Advisor, pursuant to the foregoing paragraph, and
shall certify to the Board that the commissions paid were reasonable in terms
either of that transaction or the overall responsibilities of the Advisor to the
Fund and the Investment Advisor's other clients, that the total commissions paid
by the Fund were reasonable in relation to the benefits to the Fund over the
long term, and that such commissions were paid in compliance with Section 28(e)
of the Securities Exchange Act of 1934.

5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Investment
Advisor further agrees that it will comply with all applicable rules and
regulations of all federal regulatory agencies having jurisdiction over the
Investment Advisor in the performance of its duties hereunder. The Investment
Advisor will treat confidentially and as proprietary information of the Fund all
records and other information relating to the Fund and will not use such records
and information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in writing
by the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Investment Advisor may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Fund.

6. SERVICES NOT EXCLUSIVE. The Investment Advisor and its
officers may act and continue to act as investment managers for others, and
nothing in this Agreement shall in any way be deemed to restrict the right of
the Investment Advisor to perform investment management or other services for
any other person or entity, and the performance of such services for others
shall not be deemed to violate or give rise to any duty or obligation to the
Portfolio or the Fund.

Nothing in this Agreement shall limit or restrict the
Investment Advisor or any of its partners, officers, affiliates or employees
from buying, selling or trading in any securities for its or their own account.
The Fund acknowledges that the Investment Advisor and its partners, officers,
affiliates, employees and other clients may, at any time, have, acquire,
increase, decrease, or dispose of positions in investments which are at the same
time being acquired or disposed of for the Portfolio. The Investment Advisor
shall have no obligation to acquire for the Portfolio a position in any
investment which the Investment Advisor, its partners, officers, affiliates or
employees may acquire for its or their own accounts or for the account of
another client, so long as it continues to be the policy and practice of the
Investment Advisor not to favor or disfavor consistently or consciously any
client or class of clients in the allocation of investment opportunities so
that, to the extent practical, such opportunities will be allocated among
clients over a period of time on a fair and equitable basis.

The Investment Advisor agrees that this Paragraph 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Advisor to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules
thereunder, nor constitute a waiver by the Fund of the obligations imposed upon
the Investment Advisor under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Advisor agrees that this
Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Advisor arising under federal or state law, including Section
36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall be
interpreted consistent with the provisions of Section 17(i) of the 1940 Act.

7. BOOKS AND RECORDS. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all
records which it maintains for the Portfolio are the property of the Fund and
further agrees to surrender promptly to the Fund any of such records upon the
Fund's request. The Investment Advisor further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.

8. EXPENSES. During the term of this Agreement, the Investment
Advisor will pay all expenses incurred by it in connection with its activities
under this Agreement. The Portfolio shall bear all of its own expenses not
specifically assumed by the Investment Advisor. General expenses of the Fund not
readily identifiable as belonging to a portfolio of the Fund shall be allocated
among all investment portfolios by or under the direction of the Fund's Board of
Directors in such manner as the Board determines to be fair and equitable.
Expenses borne by the Portfolio shall include, but are not limited to, the
following (or the portfolio's share of the following): (a) the cost (including
brokerage commissions) of securities purchased or sold by the Portfolio and any
losses incurred in connection therewith; (b) fees payable to and expenses
incurred on behalf of the Portfolio by the Investment Advisor; (c) filing fees
and expenses relating to the registration and qualification of the Fund and the
Portfolio's shares under federal and/or state securities laws and maintaining
such registrations and qualifications; (d) fees and salaries payable to the
Fund's directors and officers; (e) taxes (including any income or franchise
taxes) and governmental fees; (f) costs of any liability and other insurance or
fidelity bonds; (g) any costs, expenses or losses arising out a liability of or
claim for damages or other relief asserted against the Fund or the Portfolio for
violation of any law; (h) legal, accounting and auditing expenses, including
legal fees of special counsel for the independent directors; (i) charges of
custodians and other agents; (j) expenses of setting in type and printing
prospectuses, statements of additional information and supplements thereto for
existing shareholders, reports, statements, and confirmations to shareholders
and proxy material that are not attributable to a class; (k) costs of mailing
prospectuses, statements of additional information and supplements thereto to
existing shareholders, as well as reports to shareholders and proxy material
that are not attributable to a class; (1) any extraordinary expenses; (m) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (n) costs of mailing and tabulating proxies
and costs of shareholders' and directors' meetings; (o) costs of independent
pricing services to value a portfolio's securities; and (p) the costs of
investment company literature and other publications provided by the Fund to its
directors and officers. Distribution expenses, transfer agency expenses,
expenses of preparation, printing and mailing, prospectuses, statements of
additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of the Fund are allocated to such class.

If the expenses borne by the Portfolio in any fiscal year
exceed the most restrictive applicable expense limitations imposed by the
securities regulations of any state in which the Shares of the Portfolio are
registered or qualified for sale to the public, the Investment Advisor shall
reimburse the Portfolio for any excess up to the amount of the fees payable by
the Portfolio to it during such fiscal year pursuant to Paragraph 9 hereof in
the same proportion that its fees bear to the total fees paid by the Fund for
investment advisory services in respect of the Portfolio; PROVIDED, HOWEVER,
that notwithstanding the foregoing, the Investment Advisor shall reimburse the
Portfolio for such excess expenses regardless of the amount of such fees payable
to it during such fiscal year to the extent that the securities regulations of
any state in which the Shares are registered or qualified for sale so require.

<PAGE>

9. VOTING. The Investment Advisor shall have the authority to
vote as agent for the Fund, either in person or by proxy, tender and take all
actions incident to the ownership of all securities in which Portfolio's assets
may be invested from time to time, subject to such policies and procedures as
the Board of Directors of the Fund may adopt from time to time.

10. RESERVATION OF NAME. The Investment Advisor shall at all
times have all rights in and to the Portfolio's name and all investment models
used by or on behalf of the Portfolio. The Investment Advisor may use the
Portfolio's name or any portion thereof in connection with any other mutual fund
or business activity without the consent of any shareholder and the Fund shall
execute and deliver any and all documents required to indicate the consent of
the Fund to such use.

11. COMPENSATION.

(a) For the services provided and the expenses
assumed pursuant to this Agreement with respect to the Portfolio, the Fund will
pay the Investment Advisor from the assets of the Portfolio and the Investment
Advisor will accept as full compensation therefor a fee, computed daily and
payable monthly, at the annual rate of 2.25% of the Portfolio's average daily
net assets.

(b) The fee attributable to the Portfolio shall
be satisfied only against assets of the Portfolio and not against the assets of
any other investment portfolio of the Fund.

12. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISOR. The
Investment Advisor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Investment Advisor in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement ("disabling conduct").
The Portfolio will indemnify the Investment Advisor against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from disabling conduct by the Investment Advisor.
Indemnification shall be made only following: (i) a final decision on the merits
by a court or other body before whom the proceeding was brought that the
Investment Advisor was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the Investment Advisor was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of directors of the Portfolio
who are neither "interested persons" of the Portfolio nor parties to the
proceeding ("disinterested non-party directors") or (b) an independent legal
counsel in a written opinion. The Investment Advisor shall be entitled to
advances from the Portfolio for payment of the reasonable expenses incurred by
it in connection with the matter as to which it is seeking indemnification in
the manner and to the fullest extent permissible under the Maryland General
Corporation Law. The Investment Advisor shall provide to the Portfolio a written
affirmation of its good faith belief that the standard of conduct necessary for
indemnification by the Portfolio has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the standard of
conduct has not been met. In addition, at least one of the following additional
conditions shall be met: (a) the Investment Advisor shall provide a security in
form and amount acceptable to the Portfolio for its undertaking; (b) the
Portfolio is insured against losses arising by reason of the advance; or (c) a
majority of a quorum of disinterested non-party directors, or independent legal
counsel, in a written opinion, shall have determined, based upon a review of
facts readily available to the Portfolio at the time the advance is proposed to
be made, that there is reason to believe that the Investment Advisor will
ultimately be found to be entitled to indemnification. Any amounts payable by
the Portfolio under this Section shall be satisfied only against the assets of
the Portfolio and not against the assets of any other investment portfolio of
the Fund.

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

13. DURATION AND TERMINATION. This Agreement shall become
effective with respect to the Portfolio upon approval of this Agreement by vote
of a majority of the outstanding voting securities of the Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to the
Portfolio until August 16, ______. Thereafter, if not terminated, this Agreement
shall continue with respect to the Portfolio for successive annual periods
ending on August 16 PROVIDED such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of
Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Board of Directors of the Fund or by
vote of a majority of the outstanding voting securities of the Portfolio;
PROVIDED, HOWEVER, that this Agreement may be terminated with respect to the
Portfolio by the Fund at any time, without the payment of any penalty, by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, on 60 days' prior written notice to the
Investment Advisor, or by the Investment Advisor at any time, without payment of
any penalty, on 60 days' prior written notice to the Fund. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act).

<PAGE>

14. AMENDMENT OF THIS AGREEMENT. No provision of this
Agreement may be changed, discharged or terminated orally, except by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought, and no amendment of this Agreement
affecting the Portfolio shall be effective until approved by vote of the holders
of a majority of the outstanding voting securities of the Portfolio.

15. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.

16. CHANGE IN MEMBERSHIP. The Investment Advisor shall notify
the Fund of any change in its membership within a reasonable time after such
change.

17. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
without giving effect to the conflicts of laws principles thereof.

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

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

THE RBB FUND, INC.

By:___________________________________

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

By:___________________________________

Exhibit 6(b)

DISTRIBUTION AGREEMENT SUPPLEMENT

(Boston Partners Market Neutral Fund)
(Institutional Class)

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

The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund and
the Distributor have entered into a Distribution Agreement, dated as of May 29,
1998 (as from time to time amended and supplemented, the "Distribution
Agreement"), pursuant to which the Distributor has undertaken to act as
distributor for the Fund, as more fully set forth therein. Certain capitalized
terms used without definition in this Distribution Agreement Supplement have the
meaning specified in the Distribution Agreement.

The Fund agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution
Agreement is hereby adopted for the Boston Partners Market Neutral Fund
Institutional Class of Common Stock (Class III) of the Fund.

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

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

IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.

THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.

By:________________________________ By:_________________________

Exhibit 6(c)

DISTRIBUTION AGREEMENT SUPPLEMENT

(Boston Partners Market Neutral Fund)
(Investor Class)

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

The Fund agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The
Distribution Agreement is hereby adopted for the Boston Partners Market Neutral
Fund Investor Class of Common Stock (Class JJJ) of the Fund.

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

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

IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.

THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.

By:____________________________________ By:_______________________

Exhibit 8(l)

CUSTODIAN AGREEMENT SUPPLEMENT

(Boston Partners Market Neutral Fund)

This supplemental agreement is entered into this ___ day of
____, 1998 by and between THE RBB FUND, INC. (the "Company") and PNC Bank,
National Association, (the "Custodian Agent").

The Company is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Company
and the Custodian have entered into a Custodian Agreement, dated as of August
16, 1988 (as from time to time amended and supplemented, the "Custodian
Agreement"), pursuant to which the Custodian has undertaken to act as custodian
for the Company with respect to the portfolios of the Fund, as more fully set
forth therein. Certain capitalized terms used without definition in this
Custodian Agreement Supplement have the meaning specified in the Custodian
Agreement.

The Fund agrees with the Custodian as follows:

1. ADOPTION OF CUSTODIAN AGREEMENT. The Custodian
Agreement is hereby adopted for the Boston Partners Market Neutral Fund.

2. COMPENSATION. As compensation for the services rendered by
the Custodian during the term of the Custodian Agreement, the Fund will pay to
the Custodian, with respect to Boston Partners Market Neutral Fund, monthly fees
as shall be agreed to from time to time by the Fund and the Custodian.

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

IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.

THE RBB FUND, INC. PNC BANK, NATIONAL ASSOCIATION

By:_____________________________________ By:_______________________________

Exhibit 9(oo)

ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT

(Boston Partners Market Neutral Fund)
(Institutional Class)

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

The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund and
PDI have entered into a Administrative Services Agreement, dated as of May 29,
1998 (as from time to time amended and supplemented, the "Administrative
Services Agreement"), pursuant to which PDI has undertaken to provide certain
administrative services to certain of the Fund's portfolios and classes, as more
fully set forth therein.

The Fund agrees with PDI as follows:

1. ADOPTION OF ADMINISTRATIVE SERVICES AGREEMENT. The
Administrative Services Agreement is hereby adopted for the Boston Partners
Market Neutral Fund Institutional Class of Common Stock (Class III) of
the Fund.

2. PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by PDI as provided in the
Administrative Services Agreement and herein, the Fund shall pay PDI a monthly
fee, as well as reimburse out-of-pocket expenses, on the first business day of
each month, as provided in the Administrative Services Agreement.

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

IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.

THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.

By:___________________________ By:________________________

Exhibit 9(qq)

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS

This Agreement is made as of ______, 1998 by and between THE
RBB FUND, INC., a Maryland corporation (the "Fund"), and PFPC, INC., a Delaware
corporation ("PFPC"), which is an indirect wholly-owned subsidiary of PNC Bank
Corp.
The Fund is registered as an open-end, non-diversified
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Fund wishes to retain PFPC to provide administration and
accounting services to its Boston Partners Market Neutral Fund (the
"Portfolio"), and PFPC wishes to furnish such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. DEFINITIONS.
------------
(a) "1933 ACT" means the Securities Act of 1933, as amended.
(b) "1934 ACT" means the Securities Exchange Act of 1934, as
amended.
(c) "AUTHORIZED PERSON" means any officer of the Fund and any other
person, duly authorized by the Fund's Board of Directors, to give Oral and
Written Instructions on behalf of the Fund and listed on the Certificate
attached hereto as Appendix B or any amendment thereto as may be received by
PFPC from time to time. An Authorized Person's scope of authority may be
limited by the Fund by setting forth such limitation on the Certificate.
(d) "BOOK-ENTRY SYSTEM" means Federal Reserve Treasury
book-entry system for United States and federal agency securities, its successor
or successors, and its nominee or nominees and any book-entry system maintained
by an exchange registered with the SEC under the 1934 Act.
(e) "ORAL INSTRUCTIONS" mean oral instructions received by PFPC
from an Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) "SHARES" mean the shares of common stock of the Fund
representing an interest in the Portfolio.
(h) "PROPERTY" means:
(i) any and all securities and other investment items of the
Portfolio which the Fund may from time to time deposit,
or cause to be deposited, with PFPC or which PFPC may
from time to time hold for the Fund on behalf of the
Portfolio;

(ii) all income in respect of any of such securities or
other investment items;

(iii) all proceeds of the sale of any of such securities or
investment items; and

(iv) all proceeds of the sale of Shares which are received by
PFPC from time to time, from or on behalf of the Fund.

(i) "WRITTEN INSTRUCTIONS" mean written instructions signed by
two Authorized Persons and received by PFPC. The instructions may be delivered
by hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to provide administration
and accounting services to the Portfolio, in accordance with the terms set forth
in this Agreement. PFPC accepts such appointment and agrees to furnish such
services.

<PAGE>

3. DELIVERY OF DOCUMENTS.
The Fund has provided or, where applicable, will provide PFPC
with the following:
(a) certified or authenticated copies of the resolutions
of the Fund's Board of Directors, approving the
appointment of PFPC to provide services pursuant to
this Agreement;

(b) a copy of the Fund's most recent effective registration
statement;

(d) a copy of the Fund's distribution agreement or agreements with
respect to the Portfolio;

(e) a copy of any additional administration agreement with respect
to the Portfolio;

(f) copies of any shareholder servicing agreements made in respect
of the Portfolio; and

(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.

4. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. PFPC
undertakes to comply with all applicable requirements of the 1933 Act, the
1934 Act and the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to all duties to be performed by
PFPC hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund.
5. INSTRUCTIONS.
Unless otherwise provided in this Agreement, PFPC shall act
only upon oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC
may assume that any Oral or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or this
Agreement or of any vote, resolution or proceeding of the Fund's Board of
Directors or of the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by PFPC
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. The Fund further agrees that
PFPC shall incur no liability to the Fund in acting upon Oral or Written
Instructions provided such instructions reasonably appear to have been received
from an Authorized Person.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If PFPC is in doubt as to any action
it should or should not take, PFPC may request directions or advice, including
Oral or Written Instructions, from the Fund.
(b) ADVICE OF COUNSEL. If PFPC shall be in doubt as to any
questions of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) CONFLICTING ADVICE. In the event of a conflict between
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) PROTECTION OF PFPC. PFPC shall be protected in any action
it takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions.
Nothing in this paragraph shall be construed so as to impose
an obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action.

<PAGE>

7. RECORDS.
The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and Authorized
Persons shall have access to such books and records at all times during PFPC's
normal business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by PFPC to the Fund or to an Authorized
Person at the Fund's expense to be paid from the assets of the Portfolio.
PFPC shall keep the following records:

(a) all books and records with respect to the Portfolios
books of account;

(b) records of the Portfolio's securities transactions;

(c) all other books and records as PFPC is required to
maintain pursuant to Rule 3la-1 of the 1940 Act and
as specifically set forth in Appendix B hereto.

8. CONFIDENTIALITY.
PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present and
potential), unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such consent shall
not be unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly constituted authorities
(who may institute civil or criminal contempt proceedings for failure to
comply), PFPC shall not be required to seek the Fund's consent prior to
disclosing such information.
9. LIAISON WITH ACCOUNTANTS.
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules, all with respect to the Portfolio. PFPC shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion, as such may be required by the Fund from time
to time.
10. DISASTER RECOVERY.
PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision of
emergency use of electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
11. COMPENSATION.
As compensation for services rendered by PFPC during the term
of this Agreement, the Fund will pay to PFPC from the assets of the Portfolio a
fee or fees as may be agreed to in writing by the Fund and PFPC.
12. INDEMNIFICATION.
The Fund agrees to indemnify and hold harmless PFPC and its
nominees from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act and the 1940 Act), and any state and foreign securities and blue sky laws,
and amendments thereto, and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any action which
PFPC takes or does not take (i) at the request or on the direction of or in
reliance on the advice of the Fund or (ii) upon Oral or Written Instructions.
Neither PFPC, nor any of its nominees, shall be indemnified against any
liability to the Fund or to its shareholders (or any expenses incident to such
liability) arising out of PFPC's own willful misfeasance, gross negligence or
reckless disregard of its duties and obligations under this Agreement.

<PAGE>

13. RESPONSIBILITY OF PFPC.
PFPC shall be under no duty to take any action on behalf of
the Fund except as specifically set forth herein or as may be specifically
agreed to by PFPC in writing. PFPC shall be obligated to exercise care and
diligence in the performance of its duties hereunder, to act in good faith and
to use its best efforts, within reasonable limits, in performing services
provided for under this Agreement. PFPC shall be responsible for failure to
perform its duties under this Agreement arising out of PFPC's gross negligence.
Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond
its control, provided that PFPC has acted in accordance with the standard of
care set forth above; and provided further that PFPC shall only be responsible
for that portion of losses or damages suffered by the fund that are attributable
to the gross negligence of PFPC.
Without limiting the generality of the foregoing or of any
other provision of this Agreement, PFPC, in connection with its duties under
this Agreement, shall not be liable for (a) the validity or invalidity or
authority or lack thereof of any Oral or Written Instruction, notice or other
instrument which conforms to the applicable requirements of this Agreement, and
which PFPC reasonably believes to be genuine; or (b) delays or errors or loss of
data occurring by reason of circumstances beyond PFPC's control, including acts
of civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary,
PFPC shall have no liability to the Fund for any consequential, special or
indirect losses or damages which the Fund may incur or suffer by or as a
consequence of PFPC's performance of the services provided hereunder, whether or
not the likelihood of such losses or damages was known
by PFPC.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUING BASIS.
PFPC will perform the following accounting functions
with respect to the Portfolio if required:

(i) Journalize investment, capital share and income and expense
activities;

(ii) verify investment buy/sell trade tickets when
received from the investment advisor (the "Advisor")
and transmit trades to the Fund's foreign custodian
(the "Custodian") for proper settlement;

(iii) Maintain individual ledgers for investment securities;

(iv) Maintain historical tax lots for each security;

(v) Reconcile cash and investment balances with the
Custodian, and provide the Advisor with the beginning
cash balance available for investment purposes;

(vi) Update the cash availability throughout the day as required by
the Advisor;

(vii) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;

(viii) Calculate various contractual expenses (E.G., advisory and
custody fees);

(ix) Monitor the expense accruals and notify an officer of the Fund
of any proposed adjustments;

(x) Control all disbursements and authorize such disbursements
upon Written Instructions;

(xi) Calculate capital gains and losses;

(xii) Determine net income;

(xiii) Obtain security market quotes from independent
pricing services approved by the Advisor, or if such
quotes are unavailable, then obtain such prices from
Advisor, and in either case calculate the market
value of the investments;

(xiv) Transmit or mail a copy of the daily portfolio valuation to
the Advisor;

(xv) Compute net asset value;

(xvi) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required,
portfolio average dollar-weighted maturity; and

(xvii) Prepare a monthly financial statement, which includes the
following items:

Schedule of Investments
Statement of Assets and Liabilities Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.

<PAGE>

15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUING BASIS.

PFPC will perform the following administration services
with respect to the Portfolio:

(i) Prepare quarterly broker security transactions summaries;

(ii) Prepare monthly security transaction listings;

(iii) (a) Assist in the preparation of support schedules
necessary for completion of federal and state tax
returns; or (b) prepare for execution and file the
Fund's federal and state tax returns;

(iv) (a) Assist in the preparation of Semi-Annual Reports
with the SEC on Form N-SAR; or (b) prepare and file
the Fund's Semi-Annual Reports with the SEC on Form
N-SAR.

(v) Assist in the preparation of annual, semi-annual, and
quarterly shareholder reports; or (b) prepare and
file with the SEC the Fund's annual, semi-annual, and
quarterly shareholder reports;

(vi) Assist with the preparation of registration
statements and other filings relating to the
registration of Shares;

(vii) Monitor the Portfolio's status as a regulated
investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended; and

(viii) Coordinate contractual relationships and
communications between the Fund and its service
providers.

16. DURATION AND TERMINATION.

This Agreement shall continue until terminated by the Fund or
by PFPC on sixty (60) days' prior written notice to the other party.
17. NOTICES.
All notices and other communications, including written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable, telex
or facsimile sending device, it shall be deemed to have been given immediately.
If notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered. Notices shall be addressed
(a) if to PFPC at PFPC's address, 400 Bellevue Parkway, Wilmington, Delaware
19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of
the foregoing, at such other address as shall have been notified to the sender
of any such Notice or other communication.
18. AMENDMENTS.
This Agreement, or any term thereof, may be changed or waived
only by written amendment, signed by the party against whom enforcement of such
change or waiver is sought.
19. DELEGATION.
PFPC may assign its rights and delegate its duties hereunder
to any wholly owned director indirect subsidiary of PNC Bank, National
Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30)
days' prior written notice; (ii) the delegate agrees with PFPC to comply with
all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate
promptly provide such information as the Fund may request, and respond to such
questions as the Fund may ask, relative to the delegation, including (without
limitation) the capabilities of the delegate.
20. COUNTERPARTS.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

<PAGE>

21. FURTHER ACTIONS.
Each Party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
22. MISCELLANEOUS.
This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may embody in
one or more separate documents their agreement, if any, with respect to
delegated and/or Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding and shall inure to the benefit off the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the day and year
first above written.

PFPC, INC.

By:________________________________

THE RBB FUND, INC.

By:_________________________________

Exhibit 10

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

November 10, 1998

The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809

Re: Shares Registered by Post-Effective Amendment No. 62 to Registration
Statement on Form N-1A (File No. 33-20827)
--------------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to The RBB Fund, Inc. (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission
of Post-Effective Amendment No. 62 (the "Amendment") to the Company's
Registration Statement on Form N-1A under the Securities Act of 1933, as amended
(the "1933 Act"). The Board of Directors of the Company has authorized
100,000,000 shares of Class III Common Stock, $.001 par value per share and
100,000,000 shares of Class JJJ Common Stock, $.001 par value per share to be
issued and sold by the Company (collectively, the "Shares"). Classes III and JJJ
are the Institutional and Investor Classes, respectively, of the new Boston
Partners Market Neutral Fund. The Amendment seeks to register an indefinite
number of Shares.

We have reviewed the Company's Certificate of Incorporation, ByLaws,
resolutions of its Board of Directors, and such other legal and factual matters
as we have deemed appropriate. This opinion is based exclusively on the Maryland
General Corporation Law and the federal law of the United States of America.

We assume that, prior to the effectiveness of the Amendment under the 1933
Act, the Company will have filed with the Maryland Department of Assessments
and Taxation all necessary documents (the "Documents") to authorize, classify
and establish the Shares.

Based upon and subject to the foregoing, it is our opinion that the Shares,
when issued for payment as described in the Company's Prospectus offering the
Shares and in accordance with the Company's Articles of Incorporation and the
Documents for not less than $.001 per share, will be legally issued, fully paid
and non-assessable by the Company.

We hereby consent to the filing of this opinion as an exhibit to Post-
Effective Amendment No. 62 to the Company's Registration Statement.

Very truly yours,

/s/Drinker Biddle & Reath LLP
-----------------------------
DRINKER BIDDLE & REATH LLP

Exhibit 11(a)

CONSENT OF COUNSEL

We hereby consent to the use of our name and to the
reference to our Firm under the caption "Counsel" in the Statement of
Additional Information that is included in Post-Effective Amendment No. 62 to
the Registration Statement (No. 33-20827; 811-5518) on Form N-1A of The RBB
Fund, Inc., under the Securities Act of 1933 and the Investment Company Act of
1940, respectively. This consent does not constitute a consent under section 7
of the Securities Act of 1933, and in consenting to the use of our name and the
references to our Firm under such caption we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under said section 7 or the rules and
regulations of the Securities and Exchange Commission thereunder.

/S/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP

Philadelphia, Pennsylvania
November 10, 1998

Exhibit 13(n)

PURCHASE AGREEMENT
------------------

The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and
Boston Partners Asset Management, L.P. ("BPAM") intending to be legally bound,
hereby agree with each other as follows:

1. The Fund hereby offers BPAM and BPAM hereby purchases
$1,000 worth of shares of each of Classes III and JJJ Common Stock of the Fund
(par value $.001 per share) (such shares hereinafter sometimes collectively
known as "Shares") at a price per Share equivalent to the net asset value per
share of the Shares of the Fund as determined on ______, 1998.

2. The Fund hereby acknowledges receipt from BPAM of funds in
the amount of $2,000 in full payment for the Shares.

3. BPAM represents and warrants to the Fund that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.

4. This agreement may be executed in counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the ___ day of ______, 1998.

THE RBB FUND, INC.

By:___________________________________

BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By:___________________________________

Exhibit 15(uu)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE RBB FUND, INC.

WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "Act"); and

WHEREAS, the Fund desires to adopt a Plan of Distribution
pursuant to Rule 12b-1 under the Act with respect to shares of its Class JJJ
Common Stock, par value $.001 per share (the "Class JJJ Shares") and the Board
of Directors has determined that there is a reasonable likelihood that adoption
of this Plan of Distribution will benefit the Fund and its stockholders;

NOW, THEREFORE, the Fund hereby adopts, and the Fund's
Distributor hereby agrees to the terms of, this Plan of Distribution (the
"Plan") in accordance with Rule 12b-1 under the Act on the following terms and
conditions:

1. The Fund shall pay to its distributor (the "Distributor"),
as the distributor of the Class JJJ Shares, compensation for distribution of its
shares at an annual rate not to exceed .__% of the average daily net assets of
the Class JJJ Shares. The amount of such compensation shall be agreed upon by
the Board of Directors of the Fund and by the Distributor and shall be
calculated and accrued daily and paid monthly or at such other intervals as the
Board of Directors and the Distributor shall mutually agree.

2. The amount set forth in paragraph 1 of this Plan shall be
paid for the Distributor's services as distributor of the Class JJJ Shares. Such
amount may be spent by the Distributor on any activities or expenses primarily
intended to result in the sale of Class JJJ Shares, including, but not limited
to: compensation to and expenses of employees of the Distributor who engage in
or support distribution of the Class JJJ Shares, including overhead and
telephone expenses; printing of prospectuses and reports for other than existing
shareholders; preparation, printing and distribution of sales literature and
advertising materials; and compensation to certain financial institutions
("Service Organizations") who sell Class JJJ Shares. The Distributor may
negotiate with any such Service Organizations the services to be provided by the
Service Organization to shareholders in connection with the sale of Class JJJ
Shares ("Distribution Services"), and all or any portion of the compensation
paid to the Distributor under paragraph 1 of this Plan may be reallocated by the
Distributor to Service Organizations who sell Class JJJ Shares.

The compensation paid to Service Organizations with respect to
Distribution Services will compensate Service Organizations to cover certain
expenses primarily intended to result in the sale of Class JJJ Shares,
including, but not limited to: (a) costs of payments made to employees that
engage in the sale of Class JJJ Shares; (b) payments made to, and expenses of,
persons who provide support services in connection with the sale of Class JJJ
Shares, including, but not limited to, office space and equipment, telephone
facilities, processing shareholder transactions and providing any other
shareholder services not otherwise provided by the Fund's transfer agent; (c)
costs relating to the formulation and implementation of marketing and
promotional activities, including, but not limited to, direct mail promotions
and television, radio, newspaper, magazine and other mass media advertising; (d)
costs of printing and distributing prospectuses, statements of additional
information and reports relating to the Class JJJ Shares to prospective
shareholders of the Class JJJ Shares; (e) costs involved in preparing, printing
and distributing sales literature pertaining to the Class JJJ Shares; and (f)
costs involved in obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Service Organization
may, from time to time, deem advisable.

The compensation paid to Service Organizations with respect to
Shareholder Services will compensate Service Organizations for personal service
and/or the maintenance of shareholder accounts, including but not limited to (a)
responding to inquiries of customers or clients of the Service Organization who
beneficially own Class JJJ Shares ("Customers"), (b) providing information on
Customer investments and (c) providing other shareholder liaison services.

<PAGE>

The compensation paid to Service Organizations with respect to
Administrative Services will compensate Service Organizations for administrative
and accounting services to their Customers, including, but not limited to: (a)
aggregating and processing purchase and redemption requests from Customers and
placing net purchase and redemption orders with the Fund's distributor or
transfer agent; (b) providing Customers with a service that invests the assets
of their accounts in the Class JJJ Shares; (c) processing dividend payments from
the Class JJJ Shares on behalf of Customers; (d) providing information
periodically to Customers showing their positions in the Class JJJ Shares; (e)
arranging for bank wires; (f) providing sub-accounting with respect to Class JJJ
Shares beneficially owned by Customers or the information to the Fund necessary
for sub-accounting; (g) forwarding shareholder communications from the Fund (for
example, proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices related to the Class JJJ
Shares) to Customers, if required by law; and (h) providing other similar
services to the extent permitted under applicable statutes, rules and
regulations.

3. This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of a majority of both (a) the
Board of Directors of the Fund and (b) those directors of the Fund who are not
"interested persons" of the Fund (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or
meetings) called for the purpose of voting on this Plan and such related
agreements.

4. This Plan shall continue in effect until
________, 1998. Thereafter, this Plan shall continue in effect for so long as
such continuance is specifically approved at least annually in the manner
provided for approval of this Plan in paragraph 3.

5. The Distributor shall provide to the Board of Directors of
the Fund and the Board of Directors shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan and the purposes for which
such expenditures were made, including commissions, advertising, printing,
interest, carrying charges and allocated overhead expenses.

6. This Plan may be terminated at any time by vote of a
majority of the Rule 12b-1 Directors, or by a vote of a majority of the
outstanding Class JJJ Shares.

7. This Plan may not be amended to increase materially the
amount of compensation provided for in paragraph 1 hereof unless such amendment
is approved by a vote of at least a majority (as defined in the Act) of the
outstanding Class JJJ shares, and no material amendment to the Plan of any kind,
including an amendment which would increase materially the amount of
compensation, shall be made unless approved in the manner provided for in
paragraph 3 hereof.

8. While this Plan is in effect, the selection and nomination
of Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the then current Directors who are not
interested persons (as defined in the Act) of the Fund.

9. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 5 hereof for a period of
not less than six years from the date of this Plan, the agreements or such
reports, as the case may be, the first two years in an easily accessible place.

Dated: _________, 1998