As filed with the Securities and Exchange Commission on January 23, 1998
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 52 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 54 [x]
THE RBB FUND, INC.
(Government Securities Portfolio: RBB Family Class; BEA International
Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High
Yield Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA
Emerging Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor
Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income
Portfolio: BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA Class;
BEA Municipal Bond Fund Portfolio: BEA Class; BEA Balanced Fund Portfolio: BEA
Class; BEA Short Duration Portfolio: BEA Class; BEA Global Telecommunications
Portfolio: BEA Investor Class and BEA Advisor Class; NI Micro Cap Fund: NI
Class; NI Growth Fund: NI Class; NI Growth & Value Fund: NI Class; NI Larger Cap
Value Fund: NI Class; Boston Partners Large Cap Value Fund: Boston Partners
Advisor Class, Boston Partners Institutional Class and Boston Partners Investor
Class; Boston Partners Mid Cap Value Fund: Boston Partners Institutional Class
and Boston Partners Investor Class; Boston Partners Bond Fund: Boston Partners
Institutional Class and Boston Partners Investor Class; Schneider Capital
Management Value Fund; Money Market Portfolio: RBB Family Class, Cash
Preservation Class, Sansom Street Class, Bedford Class, Janney Class, Beta
Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta
Class; Municipal Money Market Portfolio: RBB Family Class, Cash Preservation
Class, Sansom Street Class, Bedford Class, Bradford Class, Janney Class, Beta
Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta
Class; Government Obligations Money Market Portfolio: Sansom Street Class,
Bedford Class, Bradford Class, Janney Class, Beta Class, Gamma Class, Delta
Class, Epsilon Class, Zeta Class, Eta Class and Theta Class; New York Municipal
Money Market Portfolio: Bedford Class, Janney Class, Beta Class, Gamma Class,
Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class)
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(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
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Registrant's Telephone Number: (302) 792-2555
Copies to:
GARY M. GARDNER, ESQUIRE MICHAEL P. MALLOY, ESQUIRE
PNC Bank, National Association Drinker Biddle & Reath LLP
1600 Market Street, 28th Floor 1100 PNB Building
Philadelphia, PA 19103 1345 Chestnut Street
(Name and Address of Agent for Service) Philadelphia, PA 19107-3496
It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[x] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
<PAGE>
[ ] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Title of Securities Being Registered:
Class YY Common Stock
<PAGE>
THE RBB FUND, INC.
(SCHNEIDER CAPITAL MANAGEMENT VALUE FUND)
CROSS REFERENCE SHEET
FORM N-1A ITEM LOCATION
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Part A Prospectus
1. Cover Page............................ Cover Page
2. Synopsis.............................. Introduction
3. Condensed Financial Information....... Not Applicable
4. General Description of Registrant..... Cover Page; The Fund; Investment
Objectives and Policies
5. Management of the Fund................ Management
6. Capital Stock and Other Securities.... Cover Page; Dividends and
Distributions; Multi Class
Structure; Description of Shares
7. Purchase of Securities Being Offered.. How to Purchase Shares; Net Asset
Value
8. Redemption or Repurchase.............. How to Redeem and Exchange Shares;
Net Asset Value
9. Legal Proceedings..................... Inapplicable
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SCHNEIDER CAPITAL MANAGEMENT VALUE FUND
OF
THE RBB FUND, INC.
Schneider Capital Management Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of the Fund offered by this Prospectus represent interests
in the Fund. The Fund seeks long-term capital growth by investing primarily in
common stocks and securities convertible into common stocks, which Schneider
Capital Management Company ("the Adviser") believes possess value
characteristics.
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 April __, 1998, has been filed with the Securities
and Exchange Commission and is incorporated by reference in this Prospectus. It
may be obtained free of charge from the Fund by calling (800) 311-9783 or 9829.
The Prospectus and the Statement of Additional Information are available for
reference, along with other related materials, on the SEC Internet Web Site
(http://www.sec.gov).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED OR ENDORSED
BY PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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APRIL __, 1998
<PAGE>
INTRODUCTION
RBB is an open-end investment management company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-three separate investment portfolios. The Shares offered by this
Prospectus represent interests in the Schneider Capital Management Value Fund.
RBB was incorporated in Maryland on February 29, 1988.
FEE TABLE
The following table illustrates annual operating expenses to be
incurred by the Fund (after expected fee waivers and expense reimbursements)
based on expenses expected to be incurred in the current fiscal period. An
example based on the summary is also shown.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees (after waivers)(1)(2)......................................0.10%
Other Expenses (after expense reimbursements)..............................0.75%
Total Fund Operating Expenses (after waivers
and expense reimbursements)(2).............................................0.85%
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(1) Management Fees are based on average daily net assets and are
calculated daily and paid monthly.
(2) Before fee waivers and expense reimbursements, Management Fees would
be 0.80%; and Total Fund Operating Expenses would be 1.55%.
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
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Schneider Capital Management Value Fund $9 $27
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.
However, 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.
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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.
INVESTMENT OBJECTIVES AND POLICIES
The Fund's investment objective is to seek long-term capital growth.
The Fund attempts to achieve its objective by investing, under normal market and
economic conditions, at least 65% of its total assets in a diversified portfolio
consisting primarily of equity securities, such as common stocks and securities
convertible into common stocks. The Fund's portfolio holdings will include
common stocks of companies having capitalizations of varying amounts that the
Adviser believes possess value characteristics.
The Adviser selects securities for the Fund based on a continuous study
of trends in industries and companies, industry literature, company reports,
financial reports, company presentations, earnings power and growth and other
investment criteria.
The Fund may invest in convertible securities. A convertible security
is a bond, debenture, note, preferred stock or other security that may be
converted into or exchanged for a prescribed amount of common stock of the same
or a different issuer within a particular period of time at a specified price or
formula. A convertible security entitles the holder to receive interest paid or
accrued on debt or the dividend paid on preferred stock until the convertible
security matures or is redeemed, converted or exchanged. Before conversion,
convertible securities have characteristics similar to nonconvertible debt
securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar
issuers. The Fund will invest in convertible securities without regard to their
credit ratings.
The Fund may invest in securities of foreign issuers up to __%.
Investing in securities of foreign issuers involves considerations not typically
associated with investing in securities of companies organized and operated in
the United States. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their conversion into U.S. dollars. See "Risk Factors -- Foreign Securities"
below and
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"Investment Objectives and Policies--Foreign Securities" in the Statement of
Additional Information.
The Fund may also invest in derivative securities; debt securities
issued by U.S. banks; corporations and other business organizations that are
investment grade securities; and debt securities issued by the U.S. Government
or government agencies.
The Fund may lend securities to brokers, dealers and other financial
institutions desiring to borrow securities to complete transactions and for
other purposes. Because the government securities or other assets that are
pledged as collateral to the Fund in connection with these loans generate
income, securities lending enables the Fund to earn income that may partially
offset expenses. These loans may not exceed 33 1/3% of the Fund's total assets.
The documentation for these loans will provide that the Fund will receive
collateral equal to at least 102% of the current market value of the loaned
securities, as marked to market each day that the net asset value of the Fund is
determined, consisting of government securities or other assets permitted by
applicable regulations and interpretations. The Fund will pay reasonable
administrative and custodial fees in connection with the loan of securities. The
Fund will invest collateral in Short-Term Investments, and will bear the risk of
loss of the invested collateral. In addition, the Fund will be exposed to the
risk of loss should a borrower default on its obligation to return the borrowed
securities. The Fund's share of income from the loan collateral will be included
in its gross investment income.
The Fund may invest up to 15% of the value of its net assets in
securities that are illiquid. The Fund may purchase securities which are not
registered under the Securities Act of 1933 (the "1933 Act"), as amended, but
which can be sold to "qualified institutional buyers" in accordance with Rule
144A under the 1933 Act. Any such security will not be considered illiquid so
long as it is determined by the Adviser, acting under guidelines approved and
monitored by the Board, that an adequate trading market exists for that
security. 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 these restricted securities.
In accordance with the above-mentioned policies, the Fund may also
invest in indexed securities, repurchase and reverse repurchase agreements and
dollar rolls, financial futures contracts and options on futures contracts. See
"Investment Objectives and Policies" in the Statement of Additional Information.
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The Fund may invest up to 10% of its total assets in registered
investment companies and investment funds in foreign countries subject to the
provisions of the Investment Company Act of 1940, as amended (the "1940 Act")
and as discussed in "Investment Objectives and Policies" in the Statement of
Additional Information. If the Fund invests in such investment companies, the
Fund will bear its proportionate share of the costs incurred by such companies,
including investment advisory fees.
While the Adviser intends to fully invest the Fund's assets at all
times in accordance with the above-mentioned policies, the Fund reserves the
right to hold up to 100% of its assets, as a temporary defensive measure, in
cash and eligible U.S. dollar-denominated money market instruments. The Adviser
will 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 Objectives and Policies.")
The Fund may not:
1. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities, if immediately after and as a result of such
purchase more than 5% of the value of the Fund's total assets would be
invested in the securities of such issuer, or more than 10% of the
outstanding voting securities of such issuer would be owned by the
Fund, except that up to 25% of the value of the Fund's total assets may
be invested without regard to such limitations.
2. Purchase any securities which would cause, at the time of
purchase, 25% or more of the value of the total assets of the Fund to
be invested in the obligations of issuers in any single industry,
provided that there is no limitation with respect to investments in
U.S. Government obligations.
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3. Borrow money or issue senior securities, except that the
Fund may borrow from banks and enter into reverse repurchase agreements
and dollar rolls for temporary purposes in amounts up to one-third of
the value of its total assets at the time of such borrowing; or
mortgage, pledge or hypothecate any assets, except in connection with
any such borrowing and then in amounts not in excess of one-third of
the value of the Fund's total assets at the time of such borrowing. The
Fund will not purchase securities while its aggregate borrowings
(including reverse repurchase agreements, dollar rolls and borrowings
from banks) are in excess of 5% of its total assets. Securities held in
escrow or separate accounts in connection with the Fund's investment
practices are not considered to be borrowings or deemed to be pledged
for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will not exceed __%. [HIGH PORTFOLIO TURNOVER 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].
RISK FACTORS
As with other mutual funds, there can be no assurance that the Fund
will achieve its objective. The net asset value per share of Shares representing
interests in the Fund will fluctuate as the values of its portfolio securities
change in response to changing conditions in the equity market. An investment in
the Fund is not intended to constitute a balanced investment program. Other risk
factors are discussed above under "Investment Objectives and Policies" and in
the Statement of Additional Information under "Investment Objectives and
Policies."
EQUITY MARKETS. The Fund invests primarily in equity markets at all
times. Equity markets can be highly volatile, so that investing in the Fund
involves substantial risk. In addition, the Fund can and will typically invest
in stocks that are riskier and more volatile than the average stock. As a
result, investing in this Fund involves risk of substantial loss of capital.
FOREIGN SECURITIES. Investing in the securities of non-U.S. issuers
involves opportunities and risks that are different from investing in the
securities of U.S. issuers. Because foreign securities generally are denominated
and pay dividends or interest in foreign currencies, and the Fund may hold from
time
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<PAGE>
to time various foreign currencies pending their investment in foreign
securities or their conversion into U.S. dollars, the value of the Fund's assets
as measured in U.S. dollars may be affected favorably or unfavorably by changes
in exchange rates. In addition, investors should realize that the value of the
Fund's investments may be adversely affected by changes in political or social
conditions, diplomatic relations, confiscatory taxation, expropriation,
limitation on the removal of funds or assets, or imposition of (or change in)
exchange control regulations in those foreign nations. In addition, changes in
government administrations or economic or monetary policies in the U.S. or
abroad could result in appreciation or depreciation of portfolio securities and
could favorably or adversely affect the Fund's operations. Furthermore, the
economies of individual foreign nations may differ from that of the United
States, whether favorably or unfavorably, in areas such as growth of gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Any foreign investments made
by the Fund must be made in compliance with U.S. and foreign currency
restrictions and tax laws restricting the amounts and types of foreign
investments.
In general, less information is publicly available with respect to
foreign issuers than is available with respect to U.S. companies. Most foreign
companies are also not subject to the uniform accounting and financial reporting
requirements applicable to issuers in the United States. The Fund's foreign
investments may be less liquid and their prices may be more volatile than
comparable investments in securities in U.S. companies. Expenses relating to
foreign investments are higher than those relating to domestic securities. In
addition, there is generally less government supervision and regulation of
securities exchanges, brokers and issuers in foreign countries than in the
United States.
Investment methods described in this Prospectus are among those that
the Fund has the power to utilize. Some may be employed on a regular basis;
others may not be used at all. Accordingly, reference to any particular method
or technique carries no implication that it will be utilized or, if it is, that
it will be successful.
MANAGEMENT
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.
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<PAGE>
INVESTMENT ADVISER
Schneider Capital Management Company, located at 460 East Swedesford
Road, Suite 1080, Wayne, PA 19087, 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 December 30, 1997, in excess of $1.8 billion.
Schneider Capital Management Company is 100% employee-owned, with a staff of
thirteen, and was founded in 1996.
Subject to the supervision and direction of RBB'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 entitled to receive under
the Advisory Agreement a monthly advisory fee computed at an annual rate of
0.85% of the Fund's average daily net assets. The Adviser has voluntarily agreed
to waive all or a portion of its fee and to reimburse expenses of the Fund in
order to limit total operating expenses of the Fund to an annual rate of not
more than 0.85% of the average daily net assets. The Adviser reserves the right,
in its sole discretion, to terminate its voluntary fee waiver and reimbursements
at any time.
The President and Chief Investment Officer of Schneider Capital
Management Company, Arnold C. Schneider III, is primarily responsible for the
day-to-day management of the Fund's investment portfolio. Mr. Schneider founded
Schneider Capital Management Company in 1996, and has managed the Fund since its
inception. Prior to 1996, he was a senior vice president and partner of the
Wellington Management Company ("Wellington"), where he was responsible for
institutional accounts and mutual fund portfolios since 1987.
John K. Schneider, Senior Vice President and Assistant Portfolio
Manager, joined his brother at the inception of the firm and had previously been
the Director of Research, Senior Vice President and Member of the Operating
Committee of Newbold Asset Management. John brings ten years of investment
experience to the firm, having started as a research analyst with Wilmington
Capital in 1986.
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration
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and operations, including matters relating to the maintenance of financial
records and accounting. For its services, PFPC is entitled to receive a fee
under an administration and accounting services agreement 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 ___% of its minimum annual fee.
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.
DISTRIBUTOR
Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor for the
Shares pursuant to a distribution agreement (the "Distribution Agreement") with
RBB on behalf of the Shares.
EXPENSES
The expenses of the Fund are deducted from its total income before
dividends are paid. These expenses include, but are not limited to: distribution
fees; fees paid to the Adviser and PFPC; fees and expenses of officers and
directors who are not affiliated with any of RBB's investment advisers,
sub-advisers or the Distributor; taxes; interest; legal fees; custodian fees;
auditing fees; brokerage fees and commissions; certain of the fees and expenses
of registering and qualifying the Fund and the Shares for distribution under
federal and state securities laws; expenses of preparing prospectuses and
statements of additional information and of printing and distributing them
annually to existing shareholders that are not attributable to a particular
class of shares of RBB; the expense of reports to shareholders, shareholders'
meetings and proxy solicitations that are not attributable to a particular class
of shares of RBB; fidelity bond and directors and officers' liability insurance
premiums; the expense of using independent pricing services; and other expenses
that are not expressly assumed by the Adviser under its investment advisory
agreement with respect to the Fund. 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.
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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
of increasing its yield to investors.
HOW TO PURCHASE SHARES
GENERAL
Shares representing interests in the Fund are offered continuously for
sale by the Distributor and may be purchased without imposition of a sales
charge. Shares may be purchased initially by completing the application included
in this Prospectus and forwarding the application to the Fund's transfer agent,
PFPC. Purchases of Shares may be effected by wire to an account to be specified
by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Schneider Capital Management Value Fund," c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899-8852. Shareholders may not purchase shares of the
Schneider Capital Management Value Fund with a check issued by a third party and
endorsed over to the Fund. The name of the Fund, Schneider Capital Management
Value Fund, must also appear on the check or Federal Reserve Draft. Federal
Reserve Drafts are available at national banks or any state bank which is a
member of the Federal Reserve System. Initial investments in the Fund must be at
least $500,000, and subsequent minimum investments must be at least $50,000. 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 Shares for a period of time or to
reject any purchase order.
Shares may be purchased and subsequent investments may be made without
being subject to the minimum investment limitations at the discretion of the
Adviser.
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
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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 (generally 4:00
p.m. Eastern Time) 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.
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: Schneider Capital Management
Value Fund
AMOUNT: (amount to be invested)
C. Fully complete and sign the application and mail it to the
address shown thereon. PFPC will not process purchases until it
receives a fully completed and signed application.
For subsequent investments, an investor should follow steps A and B
above.
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AUTOMATIC INVESTING
Additional investments in Shares may be made automatically by
authorizing the Fund's transfer agent to withdraw funds from your bank account.
Investors desiring to participate in the automatic investing program should call
the Fund's transfer agent, PFPC, at (888) 261-4073 to obtain the appropriate
forms.
HOW TO REDEEM AND EXCHANGE SHARES
REDEMPTION BY MAIL
Shareholders may redeem for cash some or all of their Shares of the
Fund at any time. To do so, a written request in proper form must be sent
directly to Schneider Capital Management Value Fund, c/o PFPC Inc., P.O. Box
8852, Wilmington, Delaware 19899- 8852. There is no charge for a redemption.
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 "How to Redeem
and Exchange Shares -- 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.
INVOLUNTARY REDEMPTION
The Fund reserves the right to redeem a shareholder's account at any
time the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share
next determined after the request for redemption is received in proper form by
the Fund or its agents. 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
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postponed or the right of redemption suspended as permitted by the rules of the
SEC. If the Shares to be redeemed have been recently purchased by check, the
Fund's transfer agent may delay mailing a redemption check, which may be a
period of up to 15 days, pending a determination that the check has cleared. The
Fund has elected to be governed by Rule 18f-1 under the 1940 Act so that a
portfolio is obligated to redeem its shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of a portfolio.
TELEPHONE TRANSACTIONS
In order to request an exchange or redemption by telephone, a
shareholder must have completed and returned an account application containing
the appropriate 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 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
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<PAGE>
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under a power of attorney.
NET ASSET VALUE
Net asset value per share of the Fund is calculated by adding the value
of all its securities to cash and other assets, deducting its actual and accrued
liabilities and dividing by the total number of shares outstanding. The net
asset value of the Fund is calculated and securities are valued 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
average closing bid; 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 the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.
The Fund will declare and pay dividends from net investment income
annually and pays them in the calendar year in which they are declared,
generally in December. Net realized capital gains (including net short-term
capital gains), if any, will be distributed at least annually.
-14-
<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 under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, it will be relieved of federal income tax
on amounts distributed to shareholders, but shareholders, unless otherwise
exempt, will pay income or capital gains taxes on amounts so distributed (except
distributions that are treated as a return of capital) regardless of whether
such distributions are paid in cash or reinvested in additional shares.
Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of the Fund,
and out of the portion of such net capital gain that constitutes mid-term
capital gain, will be taxed to shareholders as long-term capital gain or
mid-term capital gain, as the case may be, regardless of the length of time a
shareholder has held his shares, whether such gain was reflected in the price
paid for the shares, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.
RBB will send written notices to shareholders annually regarding the
tax status of distributions made by the Fund. Dividends declared in December of
any year payable to shareholders of record on a specified date in such a month
will be deemed to have been received by the shareholders on December 31,
provided such dividends are paid during January of the following year. The Fund
intends to make sufficient actual or deemed distributions prior to the end of
each calendar year to avoid liability for federal excise tax.
Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing shares just prior to a distribution will nevertheless be taxed on the
entire amount of the distribution received, although the distribution is, in
effect, a return of capital.
Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will
-15-
<PAGE>
generally recognize capital gain or loss for federal income tax purposes.
Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships may be subject to
different U.S. federal income tax treatment.
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 14.03 billion shares are currently
classified into 83 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 SCHNEIDER CAPITAL MANAGEMENT VALUE FUND
AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS
AND OTHER MATTERS RELATING TO SCHNEIDER CAPITAL MANAGEMENT VALUE FUND.
Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.
RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
Holders of Shares of the Fund will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Further,
shareholders of all investment portfolios of RBB will vote in the aggregate and
not by portfolio except as otherwise required by law or when RBB's 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
-16-
<PAGE>
fractional votes for fractional shares held. Voting rights are not cumulative
and, accordingly, the holders of more than 50% of the aggregate shares of Common
Stock of the Fund may elect all of the directors.
As of _______, 1998, to the Fund's knowledge, no person held of record
or beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to the Fund's
transfer agent, PFPC, at 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.
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 Standard & Poor's 500 Stock Index, the
Russell 1000 Value Index or the Dow Jones Industrial Average. Performance
information may also include evaluation of the Fund
-17-
<PAGE>
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.
PENDING LEGAL PROCEEDINGS
As of the date of this Prospectus, RBB understands that an injunction
is being sought against Mr. Schneider, President and Chief Investment Officer of
the Fund's Adviser, in Massachusetts Middlesex County Superior Court by partners
of Wellington. The proceedings were instituted on December 13, 1996. RBB
believes that the injunction request seeks to prevent Mr. Schneider from
engaging in the investment advisory or investment management business in
competition with Wellington.
-18-
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
----------------------
TABLE OF CONTENTS
PAGE
INTRODUCTION................................................................. 2
INVESTMENT OBJECTIVES AND POLICIES........................................... 3
INVESTMENT LIMITATIONS....................................................... 5
RISK FACTORS................................................................. 6
MANAGEMENT................................................................... 7
HOW TO PURCHASE SHARES....................................................... 10
HOW TO REDEEM AND EXCHANGE SHARES............................................ 12
NET ASSET VALUE.............................................................. 14
DIVIDENDS AND DISTRIBUTIONS.................................................. 14
TAXES .................................................................... 15
DESCRIPTION OF SHARES........................................................ 16
OTHER INFORMATION............................................................ 17
PENDING LEGAL PROCEEDINGS.................................................... 18
PROSPECTUS
APRIL __, 1998
SCHNEIDER CAPITAL
MANAGEMENT
VALUE FUND
SCHNEIDER
CAPITAL
MANAGEMENT
COMPANY
INVESTMENT ADVISER
Schneider Capital Management Company
Wayne, Pennsylvania
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware
DISTRIBUTOR
Counsellors Securities, Inc.
Wilmington, Delaware
COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
<PAGE>
<TABLE>
<CAPTION>
SCHNEIDER CAPITAL MANAGEMENT VALUE FUND
SCHNEIDER CAPITAL MANAGEMENT COMPANY
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 $1,000,000 Amount of investment $____________
| 3 |
| Investment | Make the check payable to Schneider Capital Management Value Fund.
| Information: |
- ------------------ Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over to the
Fund.
- ------------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid by check. If not options are selected below, both
OPTIONS: 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
| Telephone | in my account(s) by telephone in accordance with the procedures and conditions set forth in the
| Redemption: | Fund's current prospectus.
- ------------------
------------------------------- -----------------------------Redeem shares, and send the proceeds to
individual initial joint initial the address of record.
------------------------------- -----------------------------Exchange shares for shares of RBB
individual initial joint initial Money Market Fund.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
- ------------------ The Account Investment Plan which is available to shareholders of the Fund, makes possible regularly scheduled
| 5 | purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can arrange for an amount of
| Automatic | money selected by you to be deducted from your checking account and used to purchase shares of the Fund.
| Investment |
| Plan: | Please debit $________ from my checking account (named below on or about the 20th of the month.
- ------------------ Please attach an unsigned, voided check.
|_| Monthly |_| Every Alternate Month |_| Quarterly |_| Other
- ------------------ ----------------------------------------------------------------------------------------------------------------
BANK OF RECORD: BANK NAME STREET ADDRESS OR P.O. BOX
- ------------------
----------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE
----------------------------------------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
- ------------------ The undersigned warrants that I (we) have full authority and, if a natural person, I (we) am (are) of legal age
| 6 | to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for the
| Signatures: | Fund in which I (we) am (are) investing.
- ------------------
Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to
be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.
NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE INTERNAL
REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION
REQUIRED TO AUDIT BACKUP WITHHOLDING.
----------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE
----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
----------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE
----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must indicate
capacity.)
For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE SCHNEIDER CAPITAL MANAGEMENT VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
</TABLE>
<PAGE>
SCHNEIDER CAPITAL MANAGEMENT VALUE FUND
OF
THE RBB FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides supplementary
information pertaining to shares (the "Shares") representing interest in the
Schneider Capital Management Value Fund (the "Fund") of The RBB Fund, Inc.
("RBB"). This Statement of Additional Information is not a prospectus, and
should be read only in conjunction with the Schneider Capital Management Value
Fund Prospectus, dated April __, 1998 (the "Prospectus"). A copy of the
Prospectus may be obtained from RBB by calling toll-free (800) 311-9783 or 9829.
This Statement of Additional Information is dated April __, 1998.
CONTENTS
GENERAL...................................................................... 3
INVESTMENT OBJECTIVES AND POLICIES........................................... 3
DIRECTORS AND OFFICERS....................................................... 11
INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS................................................. 15
PORTFOLIO TRANSACTIONS....................................................... 18
PURCHASE AND REDEMPTION INFORMATION.......................................... 19
VALUATION OF SHARES.......................................................... 20
PERFORMANCE AND YIELD INFORMATION............................................ 21
TAXES........................................................................ 22
ADDITIONAL INFORMATION CONCERNING RBB SHARES................................. 25
MISCELLANEOUS................................................................ 28
APPENDIX A...................................................................A-1
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION IN
CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY RBB OR ITS DISTRIBUTOR. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
FUND OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
<PAGE>
GENERAL
The RBB Fund, Inc. ("RBB") is an open-end management investment
company currently operating or proposing to operate twenty-three separate
investment portfolios. RBB was organized as a Maryland corporation on February
29, 1988.
Capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Fund.
ADDITIONAL INFORMATION ON FUND INVESTMENTS.
LENDING OF FUND SECURITIES. The Fund may lend its portfolio securities
to financial institutions in accordance with the investment restrictions
described below. Such loans would involve risks of delay in receiving additional
collateral in the event the value of the collateral decreased below the value of
the securities loaned or of delay in recovering the securities loaned or even
loss of rights in the collateral should the borrower of the securities fail
financially. However, loans will be made only to borrowers deemed by Schneider
Capital Management Company (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.
INDEXED SECURITIES. The Fund may invest in indexed securities whose
value is linked to securities indices. Most such securities have values which
rise and fall according to the change in one or more specified indices, and may
have characteristics similar to direct investments in the underlying securities.
[The Fund does not presently intend to invest more than 5% of its net assets in
indexed securities.]
REPURCHASE AGREEMENTS. The Fund may agree to purchase securities from
financial institutions subject to the seller's agreement to repurchase them at
an agreed-upon time and price ("repurchase agreements"). The securities held
subject to a repurchase agreement may have stated maturities exceeding 13
months, provided the repurchase agreement itself matures in less than 13 months.
The financial institutions with whom the Fund may enter into repurchase
agreements will be banks which the
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<PAGE>
Adviser considers creditworthy pursuant to criteria approved by the Board of
Directors and non-bank dealers of U.S. Government securities that are listed on
the Federal Reserve Bank of New York's list of reporting dealers. The Adviser
will consider the creditworthiness of a seller in determining whether to have
the Fund enter into a repurchase agreement. The seller under a repurchase
agreement will be required to maintain the value of the securities subject to
the agreement at not less than the repurchase price plus accrued interest. The
Adviser will mark to market daily the value of the securities, and will, if
necessary, require the seller to maintain additional securities to ensure that
the value is not less than the repurchase price. Default by or bankruptcy of the
seller would, however, expose the Fund to possible loss because of adverse
market action or delays in connection with the disposition of the underlying
obligations.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. The Fund may enter
into reverse repurchase agreements with respect to portfolio securities for
temporary purposes (such as to obtain cash to meet redemption requests) when the
liquidation of portfolio securities is deemed disadvantageous or inconvenient by
the Adviser. Reverse repurchase agreements involve the sale of securities held
by the Fund pursuant to the Fund's agreement to repurchase the securities at an
agreed-upon price, date and rate of interest. Such agreements are considered to
be borrowings under the Investment Company Act of 1940 (the "1940 Act"), and may
be entered into only for temporary or emergency purposes. While reverse
repurchase transactions are outstanding, the Fund will maintain in a segregated
account with the Fund's custodian or a qualified sub-custodian, cash or liquid
securities of an amount at least equal to the market value of the securities,
plus accrued interest, subject to the agreement and will monitor the account to
ensure that such value is maintained. Reverse repurchase agreements involve the
risk that the market value of the securities sold by the Fund may decline below
the price of the securities the Fund is obligated to repurchase. The Fund may
also enter into "dollar rolls," in which it sells fixed income securities for
delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. During the roll period, the Fund would forgo principal and interest
paid on such securities. The Fund would be compensated by the difference between
the current sales price and the forward price for the future purchase, as well
as by the interest earned on the cash proceeds of the initial sale. [The Fund
does not presently intend to engage in reverse repurchase or dollar roll
transactions involving more than 5% of the Fund's net assets.]
U.S. GOVERNMENT OBLIGATIONS. The Fund may purchase U.S. Government
agency and instrumentality obligations that are debt securities issued by U.S.
Government-sponsored enterprises and federal agencies. Some obligations of
agencies and
-3-
<PAGE>
instrumentalities of the U.S. Government are supported by the full faith and
credit of the U.S. Government or by U.S. Treasury guarantees, such as securities
of the Government National Mortgage Association and the Federal Housing
Authority; others, by the ability of the issuer to borrow, provided approval is
granted, from the U.S. Treasury, such as securities of the Federal Home Loan
Mortgage Corporation and others, only by the credit of the agency or
instrumentality issuing the obligation, such as securities of the Federal
National Mortgage Association and the Federal Loan Banks.
The Fund's net assets may be invested in obligations issued or
guaranteed by the U.S. Treasury or the agencies or instrumentalities of the U.S.
Government, including options and futures on such obligations. The maturities of
U.S. Government securities usually range from three months to thirty years.
Examples of types of U.S. Government obligations include U.S. Treasury Bills,
Treasury Notes and Treasury Bonds and the obligations of Federal Home Loan
Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association,
Government National Mortgage Association, General Services Administration,
Student Loan Marketing Association, Central Bank for Cooperatives, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, the Maritime
Administration, the Asian-American Development Bank and the Inter-American
Development Bank. [The Fund does not presently intend to invest more than 5% of
net assets in U.S. Government obligations.]
HEDGING INVESTMENTS. At such times as the Adviser deems it appropriate
and consistent with the investment objective of the Fund, the Fund may invest in
financial futures contracts and options on financial futures contracts. The
purpose of such transactions is to hedge against changes in the market value of
securities in the Fund caused by fluctuating interest rates and to close out or
offset its existing positions in such futures contracts or options as described
below. Such instruments will not be used for speculation. Futures contracts and
options on futures are discussed below.
FUTURES CONTRACTS. The Fund may invest in financial futures contracts
with respect to those securities listed on the S&P 500 Stock Index. Financial
futures contracts obligate the seller to deliver a specific type of security
called for in the contract, at a specified future time, and for a specified
price. Financial futures contracts may be satisfied by actual delivery of the
securities or, more typically, by entering into an offsetting transaction. There
are risks that are associated with the use of futures contracts for hedging
purposes. In certain market conditions, as in a rising interest rate
environment,
-4-
<PAGE>
sales of futures contracts may not completely offset a decline in value of the
portfolio securities against which the futures contracts are being sold. In the
futures market, it may not always be possible to execute a buy or sell order at
the desired price, or to close out an open position due to market conditions,
limits on open positions, and/or daily price fluctuations. Risks in the use of
futures contracts also result from the possibility that changes in the market
interest rates may differ substantially from the changes anticipated by the
Fund's investment adviser when hedge positions were established. [The Fund does
not presently intend to invest more than 5% of net assets in futures contracts.]
OPTIONS ON FUTURES. The Fund may purchase and write call and put
options on futures contracts with respect to those securities listed on the S&P
500 Stock Index and enter into closing transactions with respect to such options
to terminate an existing position. An option on a futures contract gives the
purchaser the right, in return for the premium paid, to assume a position in a
futures contract. The Fund may use options on futures contracts in connection
with hedging strategies. The purchase of put options on futures contracts is a
means of hedging against the risk of rising interest rates. The purchase of call
options on futures contracts is a means of hedging against a market advance when
the Fund is not fully invested.
There is no assurance that the Fund will be able to close out its
financial futures positions at any time, in which case it would be required to
maintain the margin deposits on the contract. There can be no assurance that
hedging transactions will be successful, as there may be imperfect correlations
(or no correlations) between movements in the prices of the futures contracts
and of the securities being hedged, or price distortions due to market
conditions in the futures markets. Such imperfect correlations could have an
impact on the Fund's ability to effectively hedge its securities. [The Fund does
not presently intend to invest more than 5% of net assets in options on
futures.]
BANK AND CORPORATE OBLIGATIONS. The Fund may purchase obligations of
issuers in the banking industry, such as short-term obligations of bank holding
companies, certificates of deposit, bankers' acceptances and time deposits
issued by U.S. or foreign banks or savings institutions having total assets at
the time of purchase in excess of $1 billion. Investment in obligations of
foreign banks or foreign branches of U.S. banks may entail risks that are
different from those of investments in obligations of U.S. banks due to
differences in political, regulatory and economic systems and conditions. The
Fund may also make interest-bearing savings deposits in commercial and savings
banks in amounts not in excess of 5% of its total assets.
-5-
<PAGE>
The Fund may invest in debt obligations, such as bonds and debentures,
issued by corporations and other business organizations that are rated at the
time of purchase within the three highest ratings categories of S&P or Moody's
(or which, if unrated, are determined by the Adviser to be of comparable
quality). Unrated securities will be determined to be of the comparable quality
to rated debt obligations if, among other things, other outstanding obligations
of the issuers of such securities are rated A or better. See Appendix "A" for a
description of corporate debt ratings.
COMMERCIAL PAPER. The Fund may purchase commercial paper rated (at the
time of purchase) "A-1" by S&P or "Prime-1" by Moody's or, when deemed advisable
by the Adviser, issues rated "A-2" or "Prime-2" by S&P or Moody's, respectively.
These rating symbols are described in Appendix "A" hereto. The Fund may also
purchase unrated commercial paper provided that such paper is determined to be
of comparable quality by the Fund's Adviser pursuant to guidelines approved by
the Fund's Board of Directors. Commercial paper issues in which the Fund may
invest include securities issued by corporations without registration under the
Securities Act of 1933, as amended (the "Securities Act") in reliance on the
exemption from such registration afforded by Section 3(a)(3) thereof, and
commercial paper issued in reliance on the so-called "private placement"
exemption from registration, which is afforded by Section 4(2) of the Securities
Act ("Section 4(2) paper"). Section 4(2) paper is restricted as to disposition
under the federal securities laws in that any resale must similarly be made in
an exempt transaction. Section 4(2) paper is normally resold to other
institutional investors through or with the assistance of investment dealers who
make a market in Section 4(2) paper, thus providing liquidity. [The Fund does
not presently intend to invest more than 5% of its net assets in commercial
paper.]
FOREIGN SECURITIES. The Fund may invest in foreign securities, either
directly or indirectly through American Depository Receipts and European
Depository Receipts. Investments in foreign securities involve higher costs than
investments in U.S. securities, including higher transaction costs as well as
the imposition of additional taxes by foreign governments. In addition, foreign
investments may include additional risks associated with currency exchange
rates, less complete financial information about the issuers, less market
liquidity and political stability. Future political and economic information,
the possible imposition of withholding taxes on interest income, the possible
seizure or nationalization of foreign holdings, the possible establishment of
exchange controls, or the adoption of other governmental restrictions, might
adversely affect the payment of principal and interest on foreign obligations.
-6-
<PAGE>
Although the Fund may invest in securities denominated in foreign
currencies, the Fund values its securities and other assets in U.S. dollars. As
a result, the net asset value of the Fund's shares may fluctuate with U.S.
dollar exchange rates as well as the price changes of the Fund's securities in
the various local markets and currencies. Thus, an increase in the value of the
U.S. dollar compared to the currencies in which the Fund makes its investments
could reduce the effect of increases and magnify the effect of decreases in the
price of the Fund's securities in their local markets. Conversely, a decrease in
the value of the U.S. dollar may have the opposite effect of magnifying the
effect of increases and reducing the effect of decreases in the prices of the
Fund's securities in its foreign markets. In addition to favorable and
unfavorable currency exchange rate developments, the Fund is subject to the
possible imposition of exchange control regulations or freezes on convertibility
of currency.
INVESTMENT LIMITATIONS.
RBB has adopted the following fundamental investment limitations,
which may not be changed without the affirmative vote of the holders of a
majority of the Fund's outstanding Shares (as defined in Section 2(a)(42) of the
1940 Act). The Fund may not:
1. Borrow money 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.
2. 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;
3. Purchase or sell real estate (including real estate limited
partnership interests), provided that the Fund may invest (a) in securities
secured by real estate or interests
-7-
<PAGE>
therein or issued by companies that invest in real estate or interests therein
or (b) in real estate investment trusts;
4. Purchase or sell commodities or commodity contracts, except that
the Fund may deal in forward foreign exchanges between currencies of the
different countries in which it may invest and purchase and sell stock index and
currency options, stock index futures, financial futures and currency futures
contracts and related options on such futures;
5. 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;
6. Invest 25% or more of its assets, taken at market value at the time
of each investment, in the securities of issuers in any particular industry
(excluding the U.S. Government and its agencies and instrumentalities); or
7. Purchase the securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase, more
than 5% of the value of the Fund's total assets would be invested in the
securities of such issuer, or more than 10% of the outstanding voting securities
of such issuer would be owned by the Fund, except that up to 25% of the value of
the Fund's total assets may be invested without regard to such limitations.
8. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of the Fund to be invested in the
obligations of issuers in any single industry, provided that there is no
limitation with respect to investments in U.S. Government obligations.
(For purposes of Investment Limitation No. 1, any collateral
arrangements with respect to, if applicable, the writing of options and futures
contracts, options on futures contracts, and collateral arrangements with
respect to initial and variation margin are not deemed to be a pledge of assets.
For purposes of Investment Limitation No. 2, neither the foregoing arrangements
nor the purchase or sale of futures or related options are deemed to be the
issuance of senior securities.)
The Fund may invest in securities issued by other investment companies
within the limits prescribed by the 1940 Act. As a shareholder of another
investment company, the Fund
-8-
<PAGE>
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that the Fund bears directly in
connection with its own operations.
Except as required by the 1940 Act with respect to the borrowing of
money, if a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in market
values of portfolio securities or amount of total or net assets will not be
considered a violation of any of the foregoing restrictions.
Securities held by the Fund generally may not be purchased from, sold
or loaned to the Adviser or its affiliates or any of their directors, officers
or employees, acting as principal, unless permitted under the 1940 Act.
-9-
<PAGE>
DIRECTORS AND OFFICERS
The directors and executive officers of RBB, their ages, business
addresses and principal occupations during the past five years are:
================================================================================
Position Principal Occupation
Name and Address and Age with Fund During Past Five Years
- ------------------------ --------- ----------------------
*Arnold M. Reichman -__ Director Senior Managing
466 Lexington Avenue Director, Chief
New York, NY 10017 Operating Officer and
Assistant Secretary,
Warburg Pincus Asset
Management, Inc.;
Director and Executive
Officer of Counsellors
Securities Inc.;
Director/Trustee of
various investment
companies advised by
Warburg Pincus Asset
Management, Inc.
**Robert Sablowsky -__ Director Senior Vice President,
110 Wall Street Fahnestock Co., Inc.
New York, NY 10005 (a registered broker-
dealer); Prior to
October 1996,
Executive Vice
President of Gruntal &
Co., Inc. (a
registered broker-
dealer).
Francis J. McKay -__ Director Since 1963, Executive
7701 Burholme Avenue Vice President, Fox
Philadelphia, PA 19111 Chase Cancer Center
(biomedical research
and medical care).
-10-
<PAGE>
Position Principal Occupation
Name and Address and Age with Fund During Past Five Years
- ------------------------ --------- ----------------------
Marvin E. Sternberg -__ Director Since 1974, Chairman,
937 Mt. Pleasant Road Director and
Bryn Mawr, PA 19010 President, Moyco
Industries, Inc.
(manufacturer of
dental supplies and
precision coated
abrasives); since
1968, Director and
President, Mart MMM,
Inc. (formerly
Montgomeryville
Merchandise Mart Inc.)
and Mart PMM, Inc.
(formerly Pennsauken
Merchandise Mart,
Inc.) (shopping
centers); and since
1975, Director and
Executive Vice
President, Cellucap
Mfg. Co., Inc.
(manufacturer of
disposable headwear).
Julian A. Brodsky -__ Director Director and Vice
1234 Market Street Chairman since 1969
16th Floor Comcast Corporation
Philadelphia, PA 19107- (cable television and
3723 communications);
Director Comcast
Cablevision of
Philadelphia (cable
television and
communications) and
Nextel (wireless
communications).
Donald van Roden -__ Director Self-employed
1200 Old Mill Lane and businessman. From
Wyomissing, PA 19610 Chairman February 1980 to March
of the 1987, Vice Chairman,
Board SmithKline Beecham
Corporation
(pharmaceuticals);
Director, AAA Mid-
Atlantic (auto
service); Director,
Keystone Insurance Co.
-11-
<PAGE>
Position Principal Occupation
Name and Address and Age with Fund During Past Five Years
- ------------------------ --------- ----------------------
Edward J. Roach -__ President Certified Public
Suite 100 and Accountant; Vice
Bellevue Park Treasurer Chairman of the Board,
Corporate Center Fox Chase Cancer
400 Bellevue Parkway Center; Trustee
Wilmington, DE 19809 Emeritus, Pennsylvania
School for the Deaf;
Trustee Emeritus,
Immaculata College;
President or Vice
President and
Treasurer of various
investment companies
advised by PNC
Institutional
Management
Corporation; Director,
The Bradford Funds,
Inc.
Morgan R. Jones -__ Secretary Chairman of the law
Drinker Biddle & Reath LLP firm of Drinker Biddle
1345 Chestnut Street & Reath LLP; Director,
Philadelphia, PA 19107- Rocking Horse Child
3496 Care Centers of
America, Inc.
- ----------------------
* Mr. Reichman is an "interested person" of RBB, as that term is defined in
the 1940 Act, by virtue of his position with Counsellors Securities Inc.,
RBB's distributor.
** Mr. Sablowsky is an "interested person" of RBB, as that term is defined in
the 1940 Act, by virtue of his position with Fahnestock Co., Inc., a
registered broker-dealer.
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.
-12-
<PAGE>
Messrs. McKay, Sternberg, Brodsky and van Roden are members of the
Nominating Committee of the Board of Directors. The Nominating Committee
recommends to the Board all persons to be nominated as directors of RBB.
RBB pays directors who are not "affiliated persons" (as that term is
defined in the 1940 Act) of any investment adviser or sub-adviser of the Fund or
the Distributor and Mr. Sablowsky, who is considered to be an affiliated person,
$12,000 annually and $1,000 per meeting of the Board or any committee thereof
that is not held in conjunction with a Board meeting. In addition, the Chairman
of the Board receives an additional fee of $5,000 per year for his services in
this capacity. Directors who are not affiliated persons of RBB and Mr. Sablowsky
are reimbursed for any expenses incurred in attending meetings of the Board of
Directors or any committee thereof. For the year ended August 31, 1997, each of
the following members of the Board of Directors received compensation from RBB
in the following amounts:
DIRECTORS' COMPENSATION
Total
Pension or Compensation
Retirement from
Benefits Estimated Registrant
Aggregate Accrued as Annual and Fund
Compensation Part of Benefits Complex1
Name of Person/ from Fund Upon Paid to
Position Registrant Expenses Retirement Directors
- -------------- ------------ ---------- ---------- ------------
Julian A. Brodsky, $16,000 N/A N/A $16,000
Director
Francis J. McKay, $19,000 N/A N/A $19,000
Director
Arnold M. Reichman, $ 0 N/A N/A $ 0
Director
Robert Sablowsky, $ 8,000 N/A N/A $ 8,000
Director
Marvin E. Sternberg, $19,000 N/A N/A $19,000
Director
Donald van Roden, $24,000 N/A N/A $24,000
Director and
Chairman
- ----------------------
1 A Fund Complex means two or more investment companies that hold themselves
out to investors as related companies for purposes of investment and
investor services, or have a common investment adviser or have an
investment adviser that is an affiliated person of the investment adviser
of any other investment companies.
-13-
<PAGE>
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 the Adviser or the Distributor currently receives any compensation
from RBB.
INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS
ADVISORY AGREEMENT. Schneider Capital Management Company renders
advisory services to the Fund pursuant to an Investment Advisory Agreement dated
_______, 1998 (the "Advisory Agreement").
The Adviser is a [state in which incorporated] limited liability
company, and has been managing assets for [types of customers] since 1996. The
Adviser currently acts as investment adviser for _________ other investment
companies registered under the 1940 Act. They are:_____________________________.
As of [date], the Adviser managed approximately $_____________ in assets. The
Adviser is a registered investment advisor under the Investment Advisors Act of
1940, as amended.
The Adviser is an active, equity value manager that believes a
disciplined fundamental approach can consistently add value in a market that has
shown to be extremely efficient with current data, but less so with future
events. Schneider Capital Management Co. is research intensive and focuses on
new ideas, believing that the market is slow to react to change, particularly
where out-of-favor stocks are concerned. The Advisor strives to act on them as
soon as possible to generate above-average returns.
The Adviser 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. The Adviser will
select investments for the Fund. For its services to the Fund, the Adviser is
entitled to receive a monthly advisory fee under the Advisory Agreement computed
at an annual rate of .85% of the Fund's average daily net assets.
-14-
<PAGE>
The Fund bears its own expenses not specifically assumed by the
Adviser. 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 the Adviser; (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 Adviser
and PFPC; (i) fees and expenses of officers and directors who are not affiliated
with the 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 the
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, the Adviser 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
the Adviser in the performance of its duties or from reckless disregard of its
duties and obligations thereunder.
The Advisory Agreement was approved on January 21, 1998 by vote of
RBB's Board of Directors, including a majority of those directors who are not
parties to the Advisory Agreement or
-15-
<PAGE>
interested persons (as defined in the 1940 Act) of such parties. The Advisory
Agreement was approved by the initial shareholder 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 the Adviser. The Advisory Agreement may
also be terminated by the Adviser on 60 days' written notice to RBB. The
Advisory Agreement terminates automatically in the event of its assignment.
CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. PNC Bank is custodian of the
Fund's assets pursuant to a custodian agreement dated August 16, 1988, as
amended (the "Custodian Agreement"). Under the Custodian Agreement, PNC Bank (a)
maintains a separate account or accounts in the name of the Fund (b) holds and
transfers portfolio securities on account of the Fund, (c) accepts receipts and
makes disbursements of money on behalf of the Fund, (d) collects and receives
all income and other payments and distributions on account of the Fund's
portfolio securities and (e) makes periodic reports to RBB's Board of Directors
concerning the Fund's operations. PNC Bank is authorized to select one or more
banks or trust companies to serve as sub-custodian on behalf of the Fund,
provided that PNC Bank remains responsible for the performance of all of its
duties under the Custodian Agreement and holds the Fund harmless from the acts
and omissions of any sub-custodian. For its services to the Fund under the
Custodian Agreement, PNC Bank receives a fee, which is calculated based upon the
Fund's average daily gross assets as follows: $.18 per $1,000 on the first $100
million of average daily gross assets; $.15 per $1,000 on the next $400 million
of average daily gross assets; $.125 per $1,000 on the next $500 million of
average daily gross assets; and $.10 per $1,000 on average daily gross assets
over $1 billion, exclusive of transaction charges and out-of-pocket expenses,
which are also charged to the Fund.
PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer
and dividend disbursing agent for the Fund pursuant to a Transfer Agency
Agreement dated November 5, 1991, as supplemented (the "Transfer Agency
Agreement"), under which PFPC (a) issues and redeems shares of the Fund, (b)
addresses and mails all communications by the Fund to record owners of the
Shares, including reports to shareholders, dividend and distribution notices and
proxy materials for its meetings of shareholders, (c) maintains shareholder
accounts and, if requested, sub-accounts and (d) makes periodic reports to RBB's
Board of Directors concerning the operations of the Fund. PFPC may, on 30 days'
notice to RBB, assign its duties as transfer and dividend disbursing agent to
any other affiliate of PNC Bank Corp. For its services to the Fund, under the
Transfer Agency Agreement, PFPC receives a fee at the annual rate of $12 per
-16-
<PAGE>
account in the Fund, exclusive of out-of-pocket expenses, and also receives
reimbursement of its out-of-pocket expenses.
ADMINISTRATION AGREEMENT. PFPC serves as administrator to the Fund
pursuant to an Administration and Accounting Services Agreement dated _________,
1998, (the "Administration Agreement"). PFPC has agreed to furnish to the Fund
statistical and research data, clerical, accounting and bookkeeping services,
and certain other services required by the Fund. In addition, PFPC has agreed to
prepare and file various reports with the appropriate regulatory agencies and
prepare materials required by the SEC or any state securities commission having
jurisdiction over the Fund. For its services to the Fund, PFPC is entitled to
receive a fee calculated at an annual rate of .___% of the Fund's average daily
net assets, with a minimum annual fee of $_____ payable monthly on a pro rata
basis.
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.
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Directors, the Adviser
is responsible for the execution of portfolio transactions and the allocation of
brokerage transactions for the Fund. In purchasing and selling portfolio
securities, the Adviser 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 the Adviser are made independently of each other in the light of
differing conditions. However, the same investment decision may be made for two
or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then averaged as to price and allocated as to
amount according to a formula deemed equitable to each such account. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases it is believed
to be beneficial to the Fund.
The Fund expects that its annual portfolio turnover rate will not
exceed ___%. A high rate (100% or more) of
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<PAGE>
portfolio turnover involves correspondingly greater brokerage commission
expenses and other transaction costs that must be borne directly by the Fund.
The Fund anticipates that its annual portfolio turnover rate will vary from year
to year. The portfolio turnover rate is calculated by dividing the lesser of a
portfolio's annual sales or purchases of portfolio securities (exclusive of
purchases or sales of securities whose maturities at the time of acquisition
were one year or less) by the monthly average value of the securities in the
portfolio during the year.
PURCHASE AND REDEMPTION INFORMATION
RBB reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase of the Fund's
shares by making payment in whole or in part in securities chosen by RBB and
valued in the same way as they would be valued for purposes of computing the
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that the
Fund is obligated to redeem its shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of the Fund.
Under the 1940 Act, RBB may suspend the right to redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange, Inc. (the "NYSE") is closed (other than customary weekend
and holiday closings), or during which trading on the NYSE is restricted, or
during which (as determined by the SEC by rule or regulation) an emergency
exists as a result of which disposal or valuation of 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 the
Fund based on the value of the Fund's net assets on _________, 1998 and the
Fund's Shares outstanding on such date is as follows:
-18-
<PAGE>
SCHNEIDER CAPITAL MANAGEMENT VALUE FUND
Net Assets..................................................... $_______
Outstanding Shares............................................. _______
Net Asset Value per Share...................................... $_______
Maximum Sales Charge........................................... $_______
Maximum Offering Price to Public............................... $_______
VALUATION OF SHARES
The net asset value per share of the Fund is calculated as of the
close of the NYSE, generally 4:00 p.m. Eastern Time on each Business Day. A
"Business Day" is any day that the NYSE is open for business. Currently, the
NYSE is closed on New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day and on the preceding Friday and subsequent Monday when one of
these holidays falls on Saturday or Sunday. Net asset value per share, the value
of an individual share in a fund, is computed by adding the value of the Fund's
portfolio securities, cash and other assets, subtracting its actual and accrued
liabilities, and dividing the result by the number of outstanding shares of the
Fund. 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 average closing bid. 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 average closing bid.
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,
-19-
<PAGE>
which may use a matrix or formula method that takes into consideration market
indices, matrices, yield curves and other specific adjustments. This may result
in the securities being valued at a price different from the price that would
have been determined had the matrix or formula method not been used. All cash,
receivables and current payables are carried on the Fund's books at their face
value. Other assets, if any, are valued at fair value as determined in good
faith by RBB's Board of Directors.
PERFORMANCE AND YIELD INFORMATION
TOTAL RETURN. The Fund may from time to time advertise its "average
annual total return." The Fund computes such return separately for its 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 1/n
T = [(-----) - 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 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
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<PAGE>
shareholder accounts are included, and (3) for any account fees that vary with
the size of the account, a mean (or median) account size in the Fund during the
periods is reflected. The ending redeemable value (variable "ERV" in the
formula) is determined by assuming complete redemption of the hypothetical
investment after deduction of all nonrecurring charges at the end of the
measuring period.
TAXES
The following is only a summary of certain additional tax
considerations generally affecting the Fund and its shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Fund or its shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for
careful tax planning. Investors are urged to consult their tax advisers with
specific reference to their own tax situation.
The Fund has elected to be taxed as a regulated investment company
under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). As a regulated investment company, the Fund is exempt from federal
income tax on its net investment income and realized capital gains that it
distributes to shareholders, provided that it distributes an amount equal to the
sum of (a) at least 90% of its investment company taxable income (net taxable
investment income and the excess of net short-term capital gain over net
long-term capital loss, if any, for the year) and (b) at least 90% of its net
tax-exempt interest income, if any, for the year (the "Distribution
Requirement") and satisfies certain other requirements of the Code that are
described below. Distributions of investment company taxable income made during
the taxable year or, under specified circumstances, within twelve months after
the close of the taxable year will satisfy the Distribution Requirement.
In addition to the foregoing requirements, at the close of each
quarter of its taxable year, at least 50% of the value of the Fund's assets must
consist of cash and cash items, U.S. Government securities, securities of other
regulated investment companies, and securities of other issuers (as to which the
Fund has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which the Fund does not hold more than 10%
of the outstanding voting securities of such issuer), and no more than 25% of
the value of the Fund's total assets may be invested in the securities of any
one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses (the
"Asset Diversification Requirement").
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<PAGE>
Distributions of investment company taxable income will be taxable
(subject to the possible allowance of the dividend received deduction described
below) to shareholders as ordinary income, regardless of whether such
distributions are paid in cash or are reinvested in shares. Shareholders
receiving any distribution from the Fund in the form of additional shares will
be treated as receiving a taxable distribution in an amount equal to the fair
market value of the shares received, determined as of the reinvestment date.
The Fund intends to distribute to shareholders its net capital gain
(excess of net long-term capital gain over net short-term capital loss), if any,
for each taxable year. Such gain is distributed as a capital gain dividend and
is taxable to shareholders as mid-term or other long-term capital gain,
regardless of the length of time the shareholder has held his shares, whether
such gain was recognized by the Fund prior to the date on which a shareholder
acquired shares of the Fund and whether the distribution was paid in cash or
reinvested in shares. The aggregate amount of distributions designated by the
Fund as capital gain dividends may not exceed the net capital gain of the Fund
for any taxable year, determined by excluding any net capital loss or net
long-term capital loss attributable to transactions occurring after October 31
of such year and by treating any such loss as if it arose on the first day of
the following taxable year. Such distributions will be designated as capital
gain dividends in a written notice mailed by the Fund to shareholders not later
than 60 days after the close of the Fund's taxable year.
In the case of corporate shareholders, distributions (other than
capital gain dividends) of the Fund for any taxable year generally qualify for
the dividends received deduction to the extent of the gross amount of
"qualifying dividends" received by the Fund for the year. Generally, a dividend
will be treated as a "qualifying dividend" if it has been received from a
domestic corporation. Distributions of net investment income received by the
Fund from investments in debt securities will be taxable to shareholders as
ordinary income and will not be treated as "qualifying dividends" for purposes
of the dividends received deduction. The Fund will designate the portion, if
any, of the distribution made by the Fund that qualifies for the dividends
received deduction in a written notice mailed by the Fund to corporate
shareholders not later than 60 days after the close of the Fund's taxable year.
If for any taxable year the Fund does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to shareholders, and all
distributions will be taxable as ordinary dividends to the extent of the Fund's
current and accumulated earnings and profits. Such distributions will be
-22-
<PAGE>
eligible for the dividends received deduction in the case of corporate
shareholders. Investors should be aware that any loss realized on a sale of
shares of the Fund will be disallowed to the extent an investor repurchases
shares of the Fund within a period of 61 days (beginning 30 days before and
ending 30 days after the day of disposition of the shares). Dividends paid by
the Fund in the form of shares within the 61-day period would be treated as a
purchase for this purpose.
A shareholder will recognize gain or loss upon a redemption of shares
or an exchange of shares of the Fund for shares of another Fund upon exercise of
the exchange privilege, to the extent of any difference between the price at
which the shares are redeemed or exchanged and the price or prices at which the
shares were originally purchased for cash.
The Code imposes a non-deductible 4% excise tax on regulated
investment companies that do not distribute with respect to each calendar year
an amount equal to 98% of their ordinary income for the calendar year plus 98%
of their capital gain net income for the 1-year period ending on October 31 of
such calendar year. The balance of such income must be distributed during the
next calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Investors should note that the Fund may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.
The Fund will be required in certain cases to withhold and remit to
the United States Treasury 31% of dividends paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend income properly, or (3) who has
failed to certify to the Fund that he is not subject to backup withholding or
that he is an "exempt recipient."
The foregoing general discussion of federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although the Fund expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are
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<PAGE>
maintained, in which its agents or independent contractors are located or in
which it is otherwise deemed to be conducting business, the Fund may be subject
to the tax laws of such states or localities.
ADDITIONAL INFORMATION CONCERNING RBB SHARES
RBB has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 13.93 billion shares are currently
classified in 82 classes as follows: 100 million shares are classified as Class
A Common Stock (Growth & Income), 100 million shares are classified as Class B
Common Stock, 100 million shares are classified as Class C Common Stock
(Balanced), 100 million shares are classified as Class D Common Stock
(Tax-Free), 500 million shares are classified as Class E Common Stock (Money),
500 million shares are classified as Class F Common Stock (Municipal Money), 500
million shares are classified as Class G Common Stock (Money), 500 million
shares are classified as Class H Common Stock (Municipal Money), 1 billion
shares are classified as Class I Common Stock (Money), 500 million shares are
classified as Class J Common Stock (Municipal Money), 500 million shares are
classified as Class K Common Stock (Government Money), 1,500 million shares are
classified as Class L Common Stock (Money), 500 million shares are classified as
Class M Common Stock (Municipal Money), 500 million shares are classified as
Class N Common Stock (Government Money), 500 million shares are classified as
Class O Common Stock (N.Y. Money), 100 million shares are classified as Class P
Common Stock (Government), 100 million shares are classified as Class Q Common
Stock, 500 million shares are classified as Class R Common Stock (Municipal
Money), 500 million shares are classified as Class S Common Stock (Government
Money), 500 million shares are classified as Class T Common Stock
(International), 500 million shares are classified as Class U Common Stock (High
Yield), 500 million shares are classified as Class V Common Stock (Emerging),
100 million shares are classified as Class W Common Stock, 50 million shares are
classified as Class X Common Stock (U.S. Core Equity), 50 million shares are
classified as Class Y Common Stock (U.S. Core Fixed Income), 50 million shares
are classified as Class Z Common Stock (Strategic Global Fixed Income), 50
million shares are classified as Class AA Common Stock (Municipal Bond), 50
million shares are classified as Class BB Common Stock (BEA Balanced), 50
million shares are classified as Class CC Common Stock (Short Duration), 100
million shares are classified as Class DD Common Stock, 100 million shares are
classified as Class EE Common Stock, 50 million shares are classified as Class
FF Common Stock (n/i Numeric Investors Micro Cap), 50 million shares are
classified as Class GG Common Stock (n/i Numeric Investors Growth), 50 million
shares are classified as Class HH (n/i Numeric Investors Growth & Value), 100
million shares are
-24-
<PAGE>
classified as Class II Common Stock (BEA Investor International), 100 million
shares are classified as Class JJ Common Stock (BEA Investor Emerging), 100
million shares are classified as Class KK Common Stock (BEA Investor High
Yield), 100 million shares are classified as Class LL Common Stock (BEA Investor
Global Telecom), 100 million shares are classified as Class MM Common Stock (BEA
Advisor International), 100 million shares are classified as Class NN Common
Stock (BEA Advisor Emerging), 100 million shares are classified as Class OO
Common Stock (BEA Advisor High Yield), 100 million shares are classified as
Class PP Common Stock (BEA Advisor Global Telecom), 100 million shares are
classified as Class QQ Common Stock (Boston Partners Institutional Large Cap),
100 million shares are classified as Class RR Common Stock (Boston Partners
Investor Large Cap), 100 million shares are classified as Class SS Common Stock
(Boston Partners Advisor Large Cap), 100 million shares are classified as Class
TT Common Stock (Boston Partners Investor Mid Cap), 100 million shares are
classified as Class UU Common Stock (Boston Partners Institutional Mid Cap), 100
million shares are classified as Class VV Common Stock (Boston Partners
Institutional Bond), 100 million shares are classified as Class WW Common Stock
(Boston Partners Investor Bond), 50 million shares are classified as Class XX
Common Stock (n/i Numeric Investors Larger Cap Value), ___ million shares are
classified as Class YY Common Stock (Schneider Capital Management Value), 700
million shares are classified as Class Janney Money Common Stock (Money), 200
million shares are classified as Class Janney Municipal Money Common Stock
(Municipal Money), 500 million shares are classified as Class Janney Government
Money Common Stock (Government Money), 100 million shares are classified as
Class Janney N.Y. Municipal Money Common Stock (N.Y. Money), 1 million shares
are classified as Class Beta 1 Common Stock (Money), 1 million shares are
classified as Class Beta 2 Common Stock (Municipal Money), 1 million shares are
classified as Class Beta 3 Common Stock (Government Money), 1 million shares are
classified as Class Beta 4 Common Stock (N.Y. Money), 1 million shares are
classified as Gamma 1 Common Stock (Money), 1 million shares are classified as
Gamma 2 Common Stock (Municipal Money), 1 million shares are classified as Gamma
3 Common Stock (Government Money), 1 million shares are classified as Gamma 4
Common Stock (N.Y. Money), 1 million shares are classified as Delta 1 Common
Stock (Money), 1 million shares are classified as Delta 2 Common Stock
(Municipal Money), 1 million shares are classified as Delta 3 Common Stock
(Government Money), 1 million shares are classified as Delta 4 Common Stock
(N.Y. Money), 1 million shares are classified as Epsilon 1 Common Stock (Money),
1 million shares are classified as Epsilon 2 Common Stock (Municipal Money), 1
million shares are classified as Epsilon 3 Common Stock (Government Money), 1
million shares are classified as Epsilon 4 Common Stock (N.Y. Money), 1 million
shares are classified as Zeta 1 Common Stock (Money), 1 million shares are
classified as Zeta 2 Common Stock (Municipal Money), 1 million
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<PAGE>
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 YY Common Stock constitute the Schneider Capital
Management Value Fund. Under RBB's charter, the Board of Directors has the power
to classify or reclassify any unissued shares of Common Stock from time to time.
The classes of Common Stock have been grouped into fourteen separate
"families": The Cash Preservation Family, the Sansom Street Family, the Bedford
Family, the BEA Family, the Janney Montgomery Scott Money Family, the n/i
Numeric Investors Family, the Boston Partners Family, the Beta Family, the Gamma
Family, the Delta Family, the Epsilon Family, the Zeta Family, the Eta Family
and the Theta Family. The Cash Preservation Family represents interests in the
Money Market and Municipal Money Market Funds; the Sansom Street Family
represents interests in the Money Market, Municipal Money Market and Government
Obligations Money Market Funds; the Bedford Family represents interests in the
Money Market, Municipal Money Market, Government Obligations Money Market and
New York Municipal Money Market Funds; the BEA Family represents interests in
ten non-money market portfolios; the n/i Numeric Investors Family represents
interests in four non-money market portfolios; the Boston Partners Family
represents interest in three non-money market portfolios; the Janney Montgomery
Scott Family and the Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta Families
represent interests in the Money Market, Municipal Money Market, Government
Obligations Money Market and New York Municipal Money Market Funds.
RBB does not currently intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. RBB's amended
By-Laws provide that shareholders owning at least ten percent of the outstanding
shares of all classes of Common Stock of RBB have the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent required by law, RBB will assist in shareholder communication in such
matters.
As stated in the Prospectus, holders of shares of the Fund will vote
in the aggregate on all matters. Further, shareholders of RBB will vote in the
aggregate and not by portfolio except as otherwise required by law or when the
Board
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<PAGE>
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 RBB shall not be deemed
to have been effectively acted upon unless approved by the holders of a majority
of the outstanding voting securities, as defined in the 1940 Act, of each
portfolio affected by the matter. Rule 18f-2 further provides that a portfolio
shall be deemed to be affected by a matter unless it is clear that the interests
of each portfolio in the matter are identical or that the matter does not affect
any interest of the portfolio. Under Rule 18f-2, the approval of an investment
advisory agreement or any change in a fundamental investment policy would be
effectively acted upon with respect to a portfolio only if approved by the
holders of a majority of the outstanding voting securities, as defined in the
1940 Act, of such portfolio. However, Rule 18f-2 also provides that the
ratification of the selection of independent public accountants and the election
of directors are not subject to the separate voting requirements and may be
effectively acted upon by shareholders of an investment company voting without
regard to portfolio.
Notwithstanding any provision of Maryland law requiring a greater vote
of shares of RBB's common stock (or of any class voting as a class) in
connection with any corporate action, unless otherwise provided by law, or by
RBB's Articles of Incorporation, RBB may take or authorize such action upon the
favorable vote of the holders of more than 50% of all of the outstanding shares
of Common Stock entitled to vote on the matter voting without regard to class
(or portfolio).
MISCELLANEOUS
COUNSEL. The law firm of Drinker Biddle & Reath LLP, 1345 Chestnut
Street, Philadelphia, Pennsylvania 19107-3496 serves as counsel to RBB and the
non-interested directors.
INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 2400 Eleven Penn
Center, Philadelphia, Pennsylvania 19103, serves as RBB's independent
accountants.
LITIGATION. There is currently no material litigation affecting RBB.
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<PAGE>
APPENDIX A
COMMERCIAL PAPER RATINGS
A Standard & Poor's ("S&P") commercial paper rating is a current
assessment of the likelihood of timely payment of debt having an original
maturity of no more than 365 days. The following summarizes the rating
categories used by Standard and Poor's for commercial paper:
"A-1" - The highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus sign (+) designation.
"A-2" - Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
"A-3" - Issues carrying this designation have adequate capacity for
timely payment. They are, however, more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
"B" - Issues are regarded as having only a speculative capacity for
timely payment.
"C" - This rating is assigned to short-term debt obligations with a
doubtful capacity for payment.
"D" - Issues are in payment default. The "D" rating category is used
when interest payments of principal payments are not made on the date due, even
if the applicable grace period has not expired, unless S&P believes such
payments will be made during such grace period.
Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually senior debt obligations not having an original
maturity in excess of one year, unless explicitly noted. The following
summarizes the rating categories used by Moody's for commercial paper:
"Prime-1" - Issuers (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structure with moderate reliance on
debt and ample asset protection; broad
A-1
<PAGE>
margins in earnings coverage of fixed financial charges and high internal cash
generation; and well-established access to a range of financial markets and
assured sources of alternate liquidity.
"Prime-2" - Issuers (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
"Prime-3" - Issuers (or supporting institutions) have an acceptable
ability for repayment of senior short-term debt obligations. The effects of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
"Not Prime" - Issuers do not fall within any of the Prime rating
categories.
CORPORATE LONG-TERM DEBT RATINGS
The following summarizes the ratings used by Standard & Poor's for
corporate debt:
"AAA" - This designation represents the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.
"AA" - An obligation rated "AA" differs from the highest rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
"A" - An obligation rated "A" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.
"BBB" - An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
A-2
<PAGE>
"BB," "B," "CCC," "CC" and "C" - Debt is regarded as having
significant speculative characteristics. "BB" indicates the least degree of
speculation and "C" the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
"BB" - Debt is less vulnerable to non-payment than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.
"B" - Debt is more vulnerable to non-payment than obligations rated
"BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial or economic conditions
will likely impair the obligor's capacity or willingness to meet its financial
commitment on the obligation.
"CCC" - Debt is currently vulnerable to non-payment, and is dependent
upon favorable business, financial and economic conditions for the obligor to
meet its financial commitment on the obligation. In the event of adverse
business, financial or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.
"CC" - An obligation rated "CC" is currently highly vulnerable to
non-payment.
"C" - The "C" rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.
"D" - An obligation rated "D" is in payment default. This rating is
used when payments on an obligation are not made on the date due, even if the
applicable grace period has not expired, unless S & P believes that such
payments will be made during such grace period. "D" rating is also used upon the
filing of a bankruptcy petition or the taking of similar action if payments on
an obligation are jeopardized.
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.
"r" - This rating is attached to highlight derivative, hybrid, and
certain other obligations that S & P believes may experience high volatility or
high variability in expected returns due to non-credit risks. Examples of such
obligations are: securities whose principal or interest return is indexed to
equities, commodities, or currencies; certain swaps and options;
A-3
<PAGE>
and interest-only and principal-only mortgage securities. The absence of an "r"
symbol should not be taken as an indication that an obligation will exhibit no
volatility or variability in total return.
The following summarizes the ratings used by Moody's for corporate
debt:
"Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
"Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.
"A" - Bonds possess many favorable investment attributes and are to be
considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds are considered as medium-grade obligations, (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of these
ratings provide questionable protection of interest and principal ("Ba"
indicates speculative elements; "B" indicates a general lack of characteristics
of desirable investment; "Caa" are of poor standing; "Ca" represents obligations
which are speculative in a high degree; and "C" represents the lowest rated
class of bonds). "Caa," "Ca" and "C" bonds may be in default.
Con. (---) - Bonds for which the security depends upon the completion
of some act or the fulfillment of some condition are rated conditionally. These
are bonds secured by (a) earnings
A-4
<PAGE>
of projects under construction, (b) earnings of projects unseasoned in operation
experience, (c) rentals which begin when facilities are completed, or (d)
payments to which some other limiting condition attaches. Parenthetical rating
denotes probable credit stature upon completion of construction or elimination
of basis of condition.
(P)... - When applied to forward delivery bonds, indicates that the
rating is provisional pending delivery of the bonds. The rating may be revised
prior to delivery if changes occur in the legal documents or the underlying
credit quality of the bonds.
Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's
believes possess the strongest investment attributes are designated by the
symbols, Aa1, A1, Baa1, Ba1 and B1.
A-5
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A of the Registration Statement:
None.
(2) Incorporated by reference into Part B:
None.
(b) Exhibits: SEE NOTE #
(1) (a) Articles of Incorporation of Registrant 1
(b) Articles Supplementary of Registrant. 1
(c) Articles of Amendment to Articles of 2
Incorporation of Registrant.
(d) Articles Supplementary of Registrant. 2
(e) Articles Supplementary of Registrant. 5
(f) Articles Supplementary of Registrant. 6
(g) Articles Supplementary of Registrant. 9
(h) Articles Supplementary of Registrant. 10
(i) Articles Supplementary of Registrant. 14
(j) Articles Supplementary of Registrant. 14
(k) Articles Supplementary of Registrant. 19
(l) Articles Supplementary of Registrant. 19
(m) Articles Supplementary of Registrant. 19
(n) Articles Supplementary of Registrant. 19
(o) Articles Supplementary of Registrant. 20
(p) Articles Supplementary of Registrant. 23
(q) Articles Supplementary of Registrant. 25
(r) Articles Supplementary of Registrant. 27
(s) Articles of Amendment to Charter of the 28
Registrant.
(t) Articles Supplementary of Registrant. 28
(2) By-Laws, as amended 28
(3) None.
(4) (a) See Articles VI, VII, VIII, IX and XI of 1
Registrant's Articles of Incorporation dated February
17, 1988.
<PAGE>
(b) Exhibits: SEE NOTE #
(b) See Articles II, III, VI, XIII, and XIV of 23
Registrant's By-Laws as amended through April 26,
1996.
(5) (a) Investment Advisory Agreement (Money Market) 3
between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.
(b) Sub-Advisory Agreement (Money Market) between 3
Provident Institutional Management
Corporation and Provident National Bank, dated as of
August 16, 1988.
(c) Investment Advisory Agreement (Tax-Free Money 3
Market) between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.
(d) Sub-Advisory Agreement (Tax-Free Money 3
Market) between Provident Institutional
Management Corporation and Provident National
Bank, dated as of August 16, 1988.
(e) Investment Advisory Agreement (Government 3
Obligations Money Market) between Registrant
and Provident Institutional Management
Corporation, dated as of August 16, 1988.
(f) Sub-Advisory Agreement (Government 3
Obligations Money Market) between Provident
Institutional Management Corporation and
Provident National Bank, dated as of August 16, 1988.
(g) Investment Advisory Agreement (Government 8
Securities) between Registrant and Provident
Institutional Management Corporation dated as
of April 8, 1991.
(h) Investment Advisory Agreement (New York 9
Municipal Money Market) between Registrant
and Provident Institutional Management
Corporation dated November 5, 1991.
(i) Investment Advisory Agreement (Tax-Free Money 10
Market) between Registrant and Provident
Institutional Management Corporation dated
April 21, 1992.
(j) Investment Advisory Agreement (BEA 11
International Equity Portfolio) between
Registrant and BEA Associates.
(k) Investment Advisory Agreement (BEA Strategic 11
Fixed Income Portfolio) between Registrant
and BEA Associates.
(l) Investment Advisory Agreement (BEA Emerging 11
Markets Equity Portfolio) between Registrant
and BEA Associates.
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<PAGE>
(b) Exhibits: SEE NOTE #
(m) Investment Advisory Agreement (BEA U.S. Core 15
Equity Portfolio) between Registrant and BEA
Associates, dated as of October 27, 1993.
(n) Investment Advisory Agreement (BEA U.S. Core 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.
(o) Investment Advisory Agreement (BEA Global 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.
(p) Investment Advisory Agreement (BEA Municipal 15
Bond Fund Portfolio) between Registrant and
BEA Associates, dated as of October 27, 1993.
(q) Investment Advisory Agreement (BEA Balanced) 16
between Registrant and BEA Associates.
(r) Investment Advisory Agreement (BEA Short 16
Duration Portfolio) between Registrant and
BEA Associates.
(s) Investment Advisory Agreement (n/i Micro Cap 23
Fund) between Registrant and Numeric
Investors, L.P.
(t) Investment Advisory Agreement (n/i Growth 23
Fund) between Registrant and Numeric
Investors, L.P.
(u) Investment Advisory Agreement (n/i Growth & 23
Value Fund) between Registrant and Numeric
Investors, L.P.
(v) Investment Advisory Agreement (BEA Global 24
Telecommunications Portfolio) between
Registrant and BEA Associates.
(w) Investment Advisory Agreement (Boston 26
Partners Large Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.
(x) Investment Advisory Agreement (Boston 28
Partners Mid Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.
(y) Investment Advisory Agreement (n/i Larger Cap 31
Value Fund) between Registrant and Numeric
Investors, L.P. dated December 1, 1997.
(z) Investment Advisory Agreement (Boston 31
Partners Bond Fund) between Registrant and
Boston Partners Asset Management, L.P. dated
December 1, 1997.
-3-
<PAGE>
(b) Exhibits: SEE NOTE #
(aa) Form of Investment Advisory Agreement
(Schneider Capital Management Value Fund)
between Registrant and Schneider Capital
Management Company.
(6) (r) Distribution Agreement and Supplements 8
(Classes A through Q) between the Registrant
and Counsellors Securities Inc. dated as of
April 10, 1991.
(s) Distribution Agreement Supplement (Classes L, 9
M, N and 0) between the Registrant and
Counsellors Securities Inc. dated as of
November 5, 1991.
(t) Distribution Agreement Supplements (Classes 9
R, S, and Alpha 1 through Theta 4) between
the Registrant and Counsellors Securities
Inc. dated as of November 5, 1991.
(u) Distribution Agreement Supplement (Classes T, 10
U and V) between the Registrant and
Counsellors Securities Inc. dated as of
September 18, 1992.
(w) Distribution Agreement Supplement (Classes X, 14
Y, Z and AA) between the Registrant and
Counselors Securities Inc.
(x) Distribution Agreement Supplement (Classes BB 18
and CC) between Registrant and Counsellors
Securities Inc. dated as of October 26, 1994.
(z) Distribution Agreement Supplement (Classes L, 19
M, N and O) between the Registrant and
Counsellors Securities Inc.
(aa) Distribution Agreement Supplement (Classes R, 19
S) between the Registrant and Counsellors
Securities Inc.
(bb) Distribution Agreement Supplements (Classes 19
Alpha 1 through Theta 4) between the
Registrant and Counsellors Securities Inc.
(cc) Distribution Agreement Supplement (Janney 20
Classes) between the Registrant and
Counsellors Securities Inc.
(dd) Distribution Agreement Supplement ni Classes 23
(Classes FF, GG and HH) between Registrant
and Counsellors Securities Inc.
(ee) Distribution Agreement Supplement (Classes 24
II, JJ, KK, and LL) between Registrant and
Counsellors Securities Inc.
(ff) Distribution Agreement Supplement (Classes 24
MM, NN, OO, and PP) between Registrant and
Counsellors Securities Inc.
-4-
<PAGE>
(b) Exhibits: SEE NOTE #
(gg) Distribution Agreement Supplement (Class QQ) 26
between Registrant and Counsellors Securities
Inc.
(hh) Distribution Agreement Supplement (Class RR) 27
between Registrant and Counsellors Securities
Inc.
(ii) Distribution Agreement Supplement (Class SS) 27
between Registrant and Counsellors Securities
Inc.
(jj) Distribution Agreement Supplement (Class TT) 28
between Registrant and Counsellors Securities
Inc.
(kk) Distribution Agreement Supplement (Class UU) 28
between Registrant and Counsellors Securities
Inc.
(ll) Distribution Agreement Supplement (Class VV) 31
between Registrant and Counsellors
Securities, Inc.
(mm) Distribution Agreement Supplement (Class WW) 31
between Registrant and Counsellors
Securities, Inc.
(nn) Distribution Agreement Supplement (Class XX) 31
between Registrant and Counsellors
Securities, Inc.
(oo) Form of Distribution Agreement Supplement
(Class YY) between Registrant and Counsellors
Securities, Inc.
(7) Fund Office Retirement Profit-Sharing and Trust 29
Agreement, dated as of October 24, 1990, as
amended.
(8) (a) Custodian Agreement between Registrant and 3
Provident National Bank dated as of
August 16, 1988.
(b) Sub-Custodian Agreement among The Chase 10
Manhattan Bank, N.A., the Registrant and
Provident National Bank, dated as of July 13, 1992,
relating to custody of Registrant's foreign
securities.
(e) Amendment No. 1 to Custodian Agreement dated 9
August 16, 1988.
(f) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA
International Equity Portfolio, dated
September 18, 1992.
(g) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA Strategic
Fixed Income Portfolio, dated September 18,
1992.
-5-
<PAGE>
(b) Exhibits: SEE NOTE #
(h) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA Emerging
Markets Equity Portfolio, dated September 18,
1992.
(i) Agreement between Brown Brothers Harriman & 15
Co. and Registrant on behalf of BEA Emerging
Markets Equity, BEA International Equity, BEA
Strategic Fixed Income and BEA Global Fixed
Income Portfolios, dated as of November 29,
1993.
(j) Agreement between Brown Brothers Harriman & 15
Co. and Registrant on behalf of BEA U.S. Core
Equity and BEA U.S. Core Fixed Income Portfolios
dated as of November 29, 1993.
(k) Custodian Contract between Registrant and 18
State Street Bank and Trust Company.
(l) Custody Agreement between Registrant and 23
Custodial Trust Company on behalf of n/i
Micro Cap Fund, n/i Growth Fund and n/i
Growth & Value Fund Portfolios of the
Registrant.
(m) Custodian Agreement Supplement Between 26
Registrant and PNC Bank, National Association
dated October 16, 1996.
(n) Custodian Agreement Supplement between 27
Registrant and Brown Brothers Harriman & Co.
on behalf of the BEA Municipal Bond Fund.
(o) Custodian Agreement Supplement between 28
Registrant and PNC Bank, National
Association, on behalf of the Boston Partners
Mid Cap Value Fund.
(p) Custody Agreement between Registrant and 31
Custodial Trust Company on behalf of the n/i
Larger Cap Value Fund.
(q) Custodian Agreement Supplement between 31
Registrant and PNC Bank, N.A. on behalf of
the Boston Partners Bond Fund.
(r) Form of Custodian Agreement Supplement between
Registrant and PNC Bank, N.A. on behalf of the
Schneider Capital Management
Value Fund.
(9) (a) Transfer Agency Agreement (Sansom Street) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.
(b) Transfer Agency Agreement (Cash Preservation) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.
-6-
<PAGE>
(b) Exhibits: SEE NOTE #
(c) Shareholder Servicing Agreement (Sansom 3
Street Money Market).
(d) Shareholder Servicing Agreement (Sansom 3
Street Tax-Free Money Market).
(e) Shareholder Servicing Agreement (Sansom 3
Street Government Obligations Money Market).
(f) Shareholder Services Plan (Sansom Street 3
Money Market).
(g) Shareholder Services Plan (Sansom Street Tax- 3
Free Money Market).
(h) Shareholder Services Plan (Sansom Street 3
Government Obligations Money Market).
(i) Transfer Agency Agreement (Bedford) between 3
Registrant and Provident Financial Processing
Corporation, dated as of August 16, 1988.
(j) Administration and Accounting Services 8
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Government Securities Portfolio, dated as of
April 10, 1991.
(k) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
New York Municipal Money Market Portfolio
dated as of November 5, 1991.
(l) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
International Equity) dated September 18,
1992.
(m) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
Strategic Fixed Income) dated September 18,
1992.
(n) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
Emerging Markets Equity) dated September 18,
1992.
(o) Transfer Agency Agreement and Supplements 9
(Bradford, Alpha (now known as Janney), Beta,
Gamma, Delta, Epsilon, Zeta, Eta and Theta)
between Registrant and Provident Financial
Processing Corporation dated as of November
5, 1991.
(p) Transfer Agency Agreement Supplement (BEA) 10
between Registrant and Provident Financial
Processing Corporation dated as of September
19, 1992.
-7-
<PAGE>
(b) Exhibits: SEE NOTE #
(q) Administrative Services Agreement between 10
Registrant and Counsellor's Fund Services,
Inc. (BEA Portfolios) dated September 18,
1992.
(r) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Tax-Free Money Market Portfolio, dated as of April
21, 1992.
(s) Transfer Agency Agreement Supplement (BEA 15
U.S. Core Equity, BEA U.S. Core Fixed Income,
BEA Global Fixed Income and BEA Municipal
Bond Fund Portfolios) between Registrant and
PFPC Inc. dated as October 27, 1993.
(t) Administration and Accounting Services Agreement 15
between Registrant and PFPC Inc.
relating to BEA U.S. Core Equity Portfolio
dated as of October 27, 1993.
(u) Administration and Accounting Services Agreement 15
between Registrant and PFPC Inc.
(BEA U.S. Core Fixed Income Portfolio) dated
October 27, 1993.
(v) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(International Fixed Income Portfolio) dated
October 27, 1993.
(w) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(Municipal Bond Fund Portfolio) dated
October 27, 1993.
(x) Transfer Agency Agreement Supplement (BEA 18
Balanced and Short Duration Portfolios)
between Registrant and PFPC Inc. dated
October 26, 1994.
(y) Administration and Accounting Services Agreement 18
between Registrant and PFPC Inc.
(BEA Balanced Portfolio) dated October 26, 1994.
(z) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Short Duration Portfolio) dated
October 26, 1994.
(aa) Administrative Services Agreement Supplement 18
between Registrant and Counsellors Fund
Services, Inc. (BEA Classes) dated
October 26, 1994.
(bb) Transfer Agency and Service Agreement between 21
Registrant and State Street Bank and Trust
Company and PFPC, Inc. dated February 1,
1995.
-8-
<PAGE>
(b) Exhibits: SEE NOTE #
(cc) Supplement to Transfer Agency and Service 21
Agreement between Registrant, State Street
Bank and Trust Company, Inc. and PFPC dated
April 10, 1995.
(dd) Amended and Restated Credit Agreement dated 22
December 15, 1994.
(ee) Transfer Agency Agreement Supplement (n/i 23
Micro Cap Fund, n/i Growth Fund and n/i
Growth & Value Fund) between Registrant and
PFPC, Inc. dated April 14, 1996.
(ff) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Micro Cap Fund) dated April 24, 1996.
(gg) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Growth Fund) dated April 24, 1996.
(hh) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Growth & Value Fund) dated April 24,
1996.
(ii) Administrative Services Agreement between 23
Registrant and Counsellors Fund Services,
Inc. (n/i Micro Cap Fund, n/i Growth Fund and
n/i Growth & Value Fund) dated April 24,
1996.
(jj) Administration and Accounting Services 24
Agreement between Registrant and PFPC, Inc.
(BEA Global Telecommunications Portfolio).
(kk) Co-Administration Agreement between 24
Registrant Investor and BEA Associates (BEA
International Equity Investor Portfolio).
(ll) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
International Equity Advisor Portfolio).
(mm) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Investor Portfolio).
(nn) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Advisor Portfolio).
(oo) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA High Yield
Investor Portfolio).
(pp) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA High Yield
Advisor Portfolio).
(qq) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Global
Telecommunications Investor Portfolio).
-9-
<PAGE>
(b) Exhibits: SEE NOTE #
(rr) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Global
Telecommunications Advisor Portfolio).
(ss) Transfer Agreement and Service Agreement 24
between Registrant and State Street Bank and
Trust Company.
(tt) Administration and Accounting Services 27
Agreement between the Registrant and PFPC
Inc. dated October 16, 1996 (Boston Partners
Large Cap Value Fund).
(uu) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Institutional Class).
(vv) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Investor Class).
(ww) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Advisor Class).
(xx) Transfer Agency Agreement Supplement between 28
Registrant and PFPC Inc., (Boston Partners
Mid Cap Value Fund, Institutional Class).
(yy) Transfer Agency Agreement Supplement between 28
Registrant and PFPC Inc., (Boston Partners
Mid Cap Value Fund, Investor Class).
(zz) Administration and Accounting Services 28
Agreement between Registrant and PFPC Inc.
dated, May 30, 1997 (Boston Partners Mid Cap
Value Fund).
(aaa) Transfer Agency Agreement Supplement (n/i 31
Larger Cap Value Fund) between Registrant and
PFPC, Inc. dated December 1, 1997.
(bbb) Administration and Accounting Services 31
Agreement between Registrant and PFPC, Inc.
dated December 1, 1997 (n/i Larger Cap Value
Fund).
(ccc) Co-Administration Agreement between 31
Registrant and Bear Stearns Funds Management,
Inc. dated December 1, 1997 (n/i Larger Cap
Value Fund).
(ddd) Administrative Services Agreement between 31
Registrant and Counsellors Fund Services,
Inc. dated December 1, 1997 (n/i Larger Cap
Value Fund)
(eee) Transfer Agency Agreement Supplement between 31
Registrant and PFPC, Inc. dated December 1,
1997 (Boston Partners Bond Fund,
Institutional Class).
-10-
<PAGE>
(b) Exhibits: SEE NOTE #
(fff) Transfer Agency Agreement Supplement between 31
Registrant and PFPC, Inc. dated December 1,
1997 (Boston Partners Bond Fund, Investor
Class).
(ggg) Administration and Accounting Services 31
Agreement between Registrant and PFPC, Inc.
dated December 1, 1997 (Boston Partners Bond
Fund).
(hhh) Form of Administration and Accounting
Services Agreement between Registrant and
PFPC Inc. (Schneider Capital Management Value
Fund).
(iii) Form of Transfer Agency Agreement Supplement
between Registrant and PFPC Inc. (Schneider
Capital Management Value Fund).
(jjj) Form of Administrative Services Agreement
between Registrant and Counsellors Fund
Services, Inc. (Schneider Capital Management
Value Fund).
(11) (a) Consent of Counsel.
(12) None.
(13) (a) Subscription Agreement (relating to Classes A 2
through N).
(b) Subscription Agreement between Registrant and 7
Planco Financial Services, Inc., relating to
Classes O and P.
(c) Subscription Agreement between Registrant and 7
Planco Financial Services, Inc., relating to
Class Q.
(d) Subscription Agreement between Registrant and 9
Counsellors Securities Inc. relating to
Classes R, S, and Alpha 1 through Theta 4.
(e) Subscription Agreement between Registrant and 10
Counsellors Securities Inc. relating to
Classes T, U and V.
(f) Subscription Agreement between Registrant and 18
Counsellor's Securities Inc. relating to
Classes BB and CC.
(g) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class FF
(n/i Micro Cap Fund).
(h) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class GG
(n/i Growth Fund).
(i) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class HH
(n/i Growth & Value Fund).
-11-
<PAGE>
(b) Exhibits: SEE NOTE #
(j) Subscription Agreement between Registrant and 24
Counsellors Securities, Inc. relating to
Classes II through PP.
(k) Purchase Agreement between Registrant and 27
Boston Partners Asset Management, L.P.
relating to Classes QQ, RR and SS (Boston
Partners Large Cap Value Fund).
(l) Purchase Agreement between Registrant and 28
Boston Partners Asset Management, L.P.
relating to Classes TT and UU (Boston
Partners Mid Cap Value Fund).
(m) Purchase Agreement between Registrant and 31
Boston Partners Asset Management L.P.relating
to Classes VV and WW (Boston Partners Bond
Fund).
(n) Purchase Agreement between Registrant and 31
Numeric Investors, L.P. relating to Class XX
(n/i Larger Cap Value Fund).
(14) None.
(15) (a) Plan of Distribution (Sansom Street Money 3
Market).
(b) Plan of Distribution (Sansom Street Tax-Free 3
Money Market).
(c) Plan of Distribution (Sansom Street 3
Government Obligations Money Market).
(d) Plan of Distribution (Cash Preservation 3
Money).
(e) Plan of Distribution (Cash Preservation Tax- 3
Free Money Market).
(f) Plan of Distribution (Bedford Money Market). 3
(g) Plan of Distribution (Bedford Tax-Free Money 3
Market).
(h) Plan of Distribution (Bedford Government 3
Obligations Money Market).
(i) Plan of Distribution (Income Opportunities 7
High Yield).
(j) Amendment No. 1 to Plans of Distribution 8
(Classes A through Q).
(k) Plan of Distribution (Alpha (now known as 9
Janney) Money Market).
(l) Plan of Distribution (Alpha (now known as 9
Janney) Tax-Free Money Market (now known as
the Municipal Money Market)).
(m) Plan of Distribution (Alpha (now known as 9
Janney) Government Obligations Money Market).
-12-
<PAGE>
(b) Exhibits: SEE NOTE #
(n) Plan of Distribution (Alpha (now known as 9
Janney) New York Municipal Money Market).
(o) Plan of Distribution (Beta Money Market). 9
(p) Plan of Distribution (Beta Tax-Free Money 9
Market).
(q) Plan of Distribution (Beta Government 9
Obligations Money Market).
(r) Plan of Distribution (Beta New York Money 9
Market).
(s) Plan of Distribution (Gamma Money Market). 9
(t) Plan of Distribution (Gamma Tax-Free Money 9
Market).
(u) Plan of Distribution (Gamma Government 9
Obligations Money Market).
(v) Plan of Distribution (Gamma New York 9
Municipal Money Market).
(w) Plan of Distribution (Delta Money Market). 9
(x) Plan of Distribution (Delta Tax-Free Money 9
Market).
(y) Plan of Distribution (Delta Government 9
Obligations Money Market).
(z) Plan of Distribution (Delta New York 9
Municipal Money Market).
(aa) Plan of Distribution (Epsilon Money Market). 9
(bb) Plan of Distribution (Epsilon Tax-Free Money 9
Market).
(cc) Plan of Distribution (Epsilon Government 9
Municipal Money Market).
(dd) Plan of Distribution (Epsilon New York 9
Municipal Money Market).
(ee) Plan of Distribution (Zeta Money Market). 9
(ff) Plan of Distribution (Zeta Tax-Free Money 9
Market).
(gg) Plan of Distribution (Zeta Government 9
Obligations Money Market).
(hh) Plan of Distribution (Zeta New York Municipal 9
Money Market).
(ii) Plan of Distribution (Eta Money Market). 9
(jj) Plan of Distribution (Eta Tax-Free Money 9
Market).
(kk) Plan of Distribution (Eta Government 9
Obligations Money Market).
-13-
<PAGE>
(b) Exhibits: SEE NOTE #
(ll) Plan at Distribution (Eta New York Municipal 9
Money Market).
(mm) Plan of Distribution (Theta Money Market). 9
(nn) Plan of Distribution (Theta Tax-Free Money 9
Market).
(oo) Plan of Distribution (Theta Government 9
Obligations Money Market).
(pp) Plan of Distribution (Theta New York 9
Municipal Money Market).
(qq) Plan of Distribution (BEA International 24
Equity Investor).
(rr) Plan of Distribution (BEA International 24
Equity Advisor).
(ss) Plan of Distribution (BEA Emerging Markets 24
Equity Investor).
(tt) Plan of Distribution (BEA Emerging Markets 24
Equity Advisor).
(uu) Plan of Distribution (BEA High Yield 24
Investor).
(vv) Plan of Distribution (BEA High Yield 24
Advisor).
(ww) Plan of Distribution (BEA Global 24
Telecommunications Investor).
(xx) Plan of Distribution (BEA Global 24
Telecommunications Advisor).
(yy) Plan of Distribution (Boston Partners Large 26
Cap Value Fund Institutional Class)
(zz) Plan of Distribution (Boston Partners Large 27
Cap Value Fund Investor Class)
(aaa) Plan of Distribution (Boston Partners Large 27
Cap Value Fund Advisor Class)
(bbb) Plan of Distribution (Boston Partners Mid Cap 27
Value Fund Investor Class)
(ccc) Plan of Distribution (Boston Partners Mid Cap 27
Value Fund Institutional Class)
(ddd) Plan of Distribution (Boston Partners Bond 31
Fund Institutional Class).
(eee) Plan of Distribution (Boston Partners Bond 31
Fund Investor Class).
(16) (a) Schedule for Computation of Performance 29
Quotations for the Money Market and Boston
Partners Portfolios.
-14-
<PAGE>
(b) Exhibits: SEE NOTE #
(b) Schedule for Computation of Performance 30
Quotations for the BEA Portfolios.
(c) Schedule for Computation of Performance 31
Quotations for the n/i Portfolios.
(17) Not Applicable.
(18) Not Applicable.
NOTE #
1 Incorporated herein by reference to the same exhibit number of
Registrant's Registration Statement (No. 33-20827) filed on March 24,
1988.
2 Incorporated herein by reference to the same exhibit number of Pre-
Effective Amendment No. 2 to Registrant's Registration Statement (No.
33-20827) filed on July 12, 1988.
3 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 1 to Registrant's Registration Statement (No.
33-20827) filed on March 23, 1989.
4 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 2 to Registrant's Registration Statement (No.
33-20827) filed on October 25, 1989.
5 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 3 to the Registrant's Registration Statement
(No. 33-20827) filed on April 27, 1990.
6 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 4 to the Registrant's Registration Statement
(No. 33-20827) filed on May 1, 1990.
7 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 5 to the Registrant's Registration Statement
(No. 33-20827) filed on December 14, 1990.
8 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 6 to the Registrant's Registration Statement
(No. 33-20827) filed on October 24, 1991.
9 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 7 to the Registrant's Registration Statement
(No. 33-20827) filed on July 15, 1992.
10 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 8 to the Registrant's Registration Statement
(No. 33-20827) filed on October 22, 1992.
11 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 9 to the Registrant's Registration Statement
(No. 33-20827) filed on December 16, 1992.
12 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 11 to the Registrant's Registration Statement
(No. 33-20827) filed on June 21, 1993.
-15-
<PAGE>
13 Incorporated herein by reference to the same exhibit number Post-
Effective Amendment No. 12 to the Registrant's Registration Statement
(No. 33-20827) filed on July 27, 1993.
14 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 13 to the Registrant's Registration Statement
(No. 33-20827) filed on October 29, 1993.
15 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 14 to the Registrant's Registration Statement
(No. 33-20827) filed on December 21, 1993.
16 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 19 to the Registrant's Registration Statement
(No. 33-20827) filed on October 14, 1994.
17 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 20 to the Registrant's Registration Statement
(No. 33-20827) filed on October 21, 1994.
18 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 21 to the Registrant's Registration Statement
(No. 33-20827) filed on October 28, 1994.
19 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 22 to the Registrant's Registration Statement
(No. 33-20827) filed an December 19, 1994.
20 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 27 to the Registrant's Registration Statement
(No. 33-20827) filed on March 31, 1995.
21 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 28 to the Registrant's Registration Statement
(No. 33-20827) filed on October 6, 1995.
22 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 29 to the Registrant's Registration Statement
(No. 33-20827) filed on October 25, 1995.
23 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 34 to the Registrant's Registration Statement
(No. 33-20827) filed on May 16, 1996.
24 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 37 to the Registrant's Registration Statement
(No. 33-20827) filed July 30, 1996.
25 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 39 to the Registrant's Registration Statement
(No. 33-20827) filed on October 11, 1996.
26 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 41 to the Registrant's Registration Statement
(No. 33-20827) filed on November 27, 1996.
27 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 45 to the Registrant's Registration Statement
(No. 33-20827) filed on May 9, 1997.
-16-
<PAGE>
28 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 46 to the Registrant's Registration Statement
(33-20827) filed on September 25, 1997.
29 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 49 to the Registrant's Registration Statement
(33-20827) filed on December 1, 1997.
30 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 50 to the Registrant's Registration Statement
(33-20827) filed on December 8, 1997.
31 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 51 to the Registrant's Registration Statement
(33-20827) filed on December 8, 1997.
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 15, 1997.
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
- ------------------------------ ------------------------
a) Cash Preservation Money Market 42
b) Cash Preservation Municipal Money Market 59
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 143205
g) Bedford New York Municipal Money Market 3191
h) RBB Government Securities 530
i) Bedford Municipal Money Market 6713
j) Bedford Government Obligations Money Market 10999
k) BEA International Equity - Institutional Class 442
l) BEA International Equity - Investor Class 0
m) BEA International Equity - Advisor Class 11
n) BEA High Yield - Institutional Class 102
o) BEA High Yield - Investor Class 0
p) BEA High Yield - Advisor Class 10
q) BEA Emerging Markets Equity - Institutional Class 47
r) BEA Emerging Markets Equity - Investor Class 0
s) BEA Emerging Markets Equity - Advisor Class 10
t) BEA U.S. Core Equity 93
u) BEA U.S. Core Fixed Income 64
v) BEA Strategic Global Fixed Income 28
w) BEA Municipal Bond Fund 38
x) BEA Short Duration 0
y) BEA Balanced 0
z) BEA Global Telecommunications - Investor Class 0
aa) BEA Global Telecommunications - Advisor Class 21
bb) Janney Montgomery Scott
Money Market 95911
cc) Janney Montgomery Scott
Municipal Money Market 4319
dd) Janney Montgomery Scott
Government Obligations Money Market 33839
ee) Janney Montgomery Scott
New York Municipal Money Market 1407
ff) ni Micro Cap 3628
-17-
<PAGE>
gg) ni Growth 3581
hh) ni Growth & Value 3024
ii) Boston Partners Large Cap Value Fund - Institutional
Class 28
jj) Boston Partners Large Cap Value Fund - Investor Class 32
kk) Boston Partners Large Cap Value Fund - Advisor Class 0
ll) Boston Partners Mid Cap Value Fund - Investor Class 19
mm) Boston Partners Mid Cap Value Fund - Institutional Class 26
Item 27. INDEMNIFICATION
Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and
1(c), provide as follows:
Section 1. To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the Corporation
shall have any liability to the Corporation or its shareholders for
damages. This limitation on liability applies to events occurring at
the time a person serves as a director or officer of the Corporation
whether or not such person is a director or officer at the time of any
proceeding in which liability is asserted.
Section 2. The Corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by the
Maryland General Corporation Law. The Corporation shall indemnify and
advance expenses to its officers to the same extent as its directors
and to such further extent as is consistent with law. The Board of
Directors may by law, resolution or agreement make further provision
for indemnification of directors, officers, employees and agents to
the fullest extent permitted by the Maryland General Corporation law.
Section 3. No provision of this Article shall be effective
to protect or purport to protect any director or officer of the
Corporation 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.
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<PAGE>
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information as to any other business, profession, vocation or
employment of substantial nature in which any directors and officers of PIMC,
BEA, Numeric, Boston Partners and Schneider Capital Management are, or at any
time during the past two (2) years have been, engaged for their own accounts or
in the capacity of director, officer, employee, partner or trustee is
incorporated herein by reference to Schedules A and D of PIMC's FORM ADV (File
No. 801-13304) filed on March 28, 1997, Schedules B and D of BEA's FORM ADV
(File No. 801-37170) filed on March 31, 1997, Schedules B and D of Numeric's
FORM ADV (File No. 801-35649) filed on March 27, 1997, Schedules of Boston
Partners' FORM ADV (File No. 801-49059) filed on July 17, 1997, and Schedules
B and D of Schneider Capital Management's FORM ADV (File No. 801-52502) filed on
July 16, 1996, respectively.
There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of PNB Bank, National Association (successor by merger to
Provident National Bank) ("PNC Bank"), is, or at any time during the past two
years has been, engaged for his own account or in the capacity of director,
officer, employee, partner or trustee.
PNC BANK, NATIONAL ASSOCIATION
DIRECTORS
POSITION WITH TYPE
PNC BANK NAME OTHER BUSINESS CONNECTIONS OF BUSINESS
- -------- ---- -------------------------- -----------
Director B.R. Brown President and C.E.O. of Coal
Consol, Inc.
Consol Plaza
Pittsburgh, PA 15241
Director Constance E. Clayton Associate Dean, School of Medical
Health & Professor of Pediatrics
Medical College of PA
Hahnemann University
430 East Sedgwick St.
Philadelphia, PA 19119
Director Eberhard Faber IV Chairman and C.E.O. Manufacturing
E.F.L., Inc.
450 Hedge Road
P.O. Box 49
Bearcreek, PA 18602
Director Dr. Stuart Heydt President and C.E.O. Medical
Geisinger Foundation
100 N. Academy Avenue
Danville, PA 17822
Director Edward P. Junker, III Vice Chairman Banking
PNC Bank, N.A.
Ninth and State Streets
Erie, PA 16553
Director Thomas A. McConomy President, C.E.O. and Manufacturing
Chairman, Calgon Carbon
Corporation
413 Woodland Road
Sewickley, PA 15143
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<PAGE>
Director Thomas H. O'Brien Chairman Banking
PNC Bank, National Association
One PNC Plaza, 30th Floor
Pittsburgh, PA 15265
Director Dr. J. Dennis Provost, The Smithsonian Education
O'Connor Institution
1000 Jefferson Drive, S.W.
Room 230, MRC 009
Washington, DC 20560
Director Rocco A. Ortenzio Chairman and C.E.O. Medical
Continental Medical Systems, Inc.
P.O. Box 715
Mechanicsburg, PA 17055
Director Jane G. Pepper President Horticulture
Pennsylvania Horticulture Society
325 Walnut Street
Philadelphia, PA 19106
Director Robert C. Robb, Jr. President, Lewis, Eckert, Robb Financial
& Company and
425 One Plymouth Meeting Management
Plymouth Meeting, PA 19462 Consultants
Director James E. Rohr President and C.E.O. Bank Holding
PNC Bank, National Association Company
One PNC Plaza, 30th Floor
Pittsburgh, PA 15265
Director Daniel M. Rooney President, Pittsburgh Steelers Football
Football Club of the National
Football League
300 Stadium Circle
Pittsburgh, PA 15212
Director Seth E. Schofield Chairman, President and C.E.O. Airline
USAir Group, Inc. and USAir, Inc.
2345 Crystal Drive
Arlington, VA 22227
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
John E. Alden Senior Vice President
James C. Altman Senior Vice President
Lila M. Bachelier Senior Vice President
R. Perrin Baker Chief Market Counsel, Northwest PA
James R. Bartholomew Senior Vice President
Peter R. Begg Senior Vice President
-20-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
Donald G. Berdine Senior Vice President
Ben Berzin, Jr. Senior Vice President
James H. Best Senior Vice President
Eva T. Blum Senior Vice President
Susan B. Bohn Senior Vice President
George Brikis Executive Vice President
Michael Brundage Senior Vice President
Anthony J. Cacciatore Senior Vice President
Richard C. Caldwell Executive Vice President
Craig T. Campbell Senior Vice President
J. Richard Carnall Executive Vice President
Edward V. Caruso Executive Vice President
Peter K. Classen President & CEO, PNC Bank, Northeast, Pa
James P. Conley Senior Vice President/Credit Policy
Andra D. Cochran Senior Vice President
Sharon Coghlan Coordinating Market Chief Counsel, Philadelphia
James P. Conley Senior Vice President
C. David Cook Senior Vice President
Alfred F. Cordasco Supervising Counsel, Pittsburgh, PA
Robert Crouse Senior Vice President
Peter M. Crowley Senior Vice President
Keith P. Crytzer Senior Vice President
John J. Daggett Senior Vice President
Peter J. Donchak 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. DiMatteis Senior Vice President
-21-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
James Dionise Senior Vice President and C.F.O.
Patrick S. Doran Vice President, Head of Consumer Lending
Robert D. Edwards Senior Vice President
David J. Egan Senior Vice President
J. Lynn Evans Senior Vice President & Controller
William E. Fallon Senior Vice President
James M. Ferguson, III Senior Vice President
Charles J. Ferrero Senior Vice President
Frederick C. Frank, III Executive Vice President
William J. Friel Executive Vice President
John F. Fulgoney Senior Counsel & Corporate Secretary
Brian K. Garlock Senior Vice President
George D. Gonczar Senior Vice President
Richard C. Grace Senior Vice President
James S. Graham Senior Vice President
Michael J. Hannon Senior Vice President
Stephen G. Hardy Senior Vice President
Michael J. Harrington Senior Vice President
Marva H. Harris Senior Vice President
Maurice H. Hartigan, II Executive Vice President
G. Thomas Hewes Senior Vice President
Sylvan M. Holzer Senior Vice President
Bruce C. Iacobucci Senior Vice President
John M. Infield Senior Vice President
Philip C. Jackson Senior Vice President
William J. Johns Controller
William R. Johnson Audit Director
Edward P. Junker, III Vice Chairman
Robert D. Kane Senior Vice President
-22-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
Michael D. Kelsey Chief Compliance Counsel
Jack Kelly Senior Vice President
Geoffrey R. Kimmel Senior Vice President
Randall C. King Senior Vice President
Christopher M. Knoll Senior Vice President
Richard C. Krauss Senior Vice President
Frank R. Krepp Senior Vice President & Chief Credit Policy
Officer
Kenneth P. Leckey Senior Vice President & Cashier
Marilyn R. Levins Senior Vice President
Carl J. Lisman Executive Vice President
George Lula Senior Vice President
Jane E. Madio Senior Vice President
Nicholas M. Marsini, Jr. Senior Vice President
John A. Martin Senior Vice President
David O. Matthews Senior Vice President
Walter B. McClellan Senior Vice President
James F. McGowan Senior Vice President
Charlotte B. McLaughlin Senior Vice President
James C. Mendelson Senior Vice President
James W. Meighen Senior Vice President
Scott C. Meves Senior Vice President
Ralph S. Michael, III Executive Vice President
J. William Mills Senior Vice President
Barbara A. Misner Senior Vice President
Marlene D. Mosco Senior Vice President
Scott Moss Senior Vice President
Peter F. Moylan Senior Vice President
Michael B. Nelson Executive Vice President
Thomas J. Nist Senior Vice President
-23-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
Thomas H. O'Brien Chairman
James F. O'Day Senior Vice President
Cynthia G. Osofsky Senior Vice President
Thomas E. Paisley, III Senior Vice President
Barbara Z. Parker Executive Vice President
George R. Partridge Senior Vice President
Daniel J. Panlick Senior Vice President
David M. Payne Senior Vice President
Charles C. Pearson, Jr. President and CEO, PNC Bank, Central PA
Helen P. Pudlin Senior Vice President
Edward V. Randall, Jr. President and CEO, PNC Bank, Pittsburgh
Arthur F. Rodman, III Senior Vice President
Richard C. Rhoades Senior Vice President
Bryan W. Ridley Senior Vice President
James E. Rohr President and Chief Executive Officer
Gary Royer Senior Vice President
Robert T. Saltarelli Senior Vice President
Robert V. Sammartino Senior Vice President
William Sayre, Jr. Senior Vice President
Alfred J. Schiavetti Senior Vice President
David W. Schoffstall Executive Vice President
Seymour Schwartzberg Senior Vice President
Timothy G. Shack Senior Vice President
Douglas E. Shaffer Senior Vice President
Alfred A. Silva Senior Vice President
George R. Simon Senior Vice President
Richard L. Smoot President and CEO of PNC Bank, Philadelphia
Timothy N. Smyth Senior Vice President
Kenneth S. Spatz Senior Vice President
-24-
<PAGE>
Darcel H. Steber Senior Vice President
Robert L. Tassome Senior Vice President
Jane B. Tompkins Senior Vice President
Robert B. Trempe Senior Vice President
Kevin M. Tucker Senior Vice President
Alan P. Vail Senior Vice President
Frank T. VanGrofski Executive Vice President
Ronald H. Vicari Senior Vice President
William A. Wagner Senior Vice President
Patrick M. Wallace Senior Vice President
Annette M. Ward-Kredel Senior Vice President
Robert S. Wrath Senior Vice President
Arlene M. Yocum Senior Vice President
Carole Yon Senior Vice President
George L. Ziminski, Jr. Senior Vice President
(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103
1600 Market Street, Philadelphia, PA 19103
17th and Chestnut Streets,
Philadelphia, PA 19103
(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.
(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.
-25-
<PAGE>
(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.
(16) PNC Bank, New Jersey, National Association, Woodland Falls Corporate
Park, 210 Lake Drive East, Cherry Hill, NJ 08002.
(17) PNC Capital Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(18) PNC Holding Corp, 222 Delaware Avenue, P.O. Box 791, Wilmington, DE 19899.
(19) PNC Venture Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(20) PNC Bank, Delaware, 300 Delaware Avenue, Wilmington, DE 19801.
(21) Bank of Delaware Corp., 300 Delaware Avenue, Wilmington, DE 19801.
(22) Del-Vest, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
(23) Marand Corp., 222 Delaware Avenue, Wilmington, DE 19801.
(24) Millsboro Insurance Agency, 300 Delaware Avenue, Wilmington, DE 19801.
(25) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
Item 29. PRINCIPAL UNDERWRITER
(a) Counsellors Securities Inc. (the "Distributor") acts as principal
underwriter for the following investment companies:
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
Warburg Pincus New York Intermediate Municipal Fund
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus International Equity Fund
Warburg Pincus Japan OTC Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Institutional Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Strategic Value Fund
Warburg Pincus Trust
Warburg Pincus Trust II
(b) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 15-654) filed by the Distributor with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.
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<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) Counsellors Securities Inc., 466 Lexington Avenue, New York,
New York 10017 (records relating to its functions as distributor).
(3) PNC Institutional Management Corporation, Bellevue Corporate Center,
103 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to
its functions as investment adviser, sub-adviser and administrator).
(4) PFPC Inc., Bellevue Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809 (records relating to its functions as
transfer agent and dividend disbursing agent).
(5) Drinker Biddle & Reath LLP, Philadelphia National Bank Building,
1345 Chestnut Street, Philadelphia, Pennsylvania 19107-3496
(Registrant's Articles of Incorporation, By-Laws and Minute Books).
(6) BEA Associates, One Citicorp Center, 153 East 53rd Street, New York,
New York 10022 (records relating to its function as investment
adviser).
(7) Numeric Investors, L.P., 1 Memorial Drive, Cambridge,
Massachusetts 02142 (records relating to its function as investment
adviser).
(8) Boston Partners Asset Management, L.P., One Financial Center,
43rd Floor, Boston, Massachusetts 02111 (records relating to its
function as investment adviser).
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 undertakes to file a Post-Effective Amendment,
using financial statements which need not be certified, within
four to six months from the effective date of this
Post-Effective Amendment No. 52 with respect to the Schneider
Capital Management Value Fund.
-27-
<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. 52 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 23rd day of January, 1998.
THE RBB FUND, INC.
By: /S/ EDWARD J. ROACH
Edward J. Roach
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/EDWARD J. ROACH President (Principal January 23, 1998
Edward J. Roach Executive Officer) and
Treasurer (Principal
Financial and Accounting
Officer)
*DONALD VAN RODEN Director January 23, 1998
Donald van Roden
*FRANCIS J. MCKAY Director January 23, 1998
Francis J. McKay
*MARVIN E. STERNBERG Director January 23, 1998
Marvin E. Sternberg
*JULIAN A. BRODSKY Director January 23, 1998
Julian A. Brodsky
*ARNOLD M. REICHMAN Director January 23, 1998
Arnold M. Reichman
*ROBERT SABLOWSKY Director January 23, 1998
Robert Sablowsky
*By:/S/EDWARD J. ROACH January 23, 1998
Edward J. Roach
Attorney-in-Fact
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<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Edward J. Roach,
hereby constitutes and appoints Michael P. Malloy, his true and lawful attorney,
to execute in his name, place, and stead, in his capacity as an officer 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 attorney 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 attorney being hereby ratified and approved.
DATED: April 23, 1997
/S/ EDWARD J. ROACH
Edward J. Roach
<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(aa) Form of Investment Advisory Agreement (Schneider Capital Management
Value Fund) between Registrant and Schneider Capital Management Company.
6(oo) Form of Distribution Agreement Supplement (Class YY) between Registrant
and Counsellors Securities, Inc.
8(r) Form of Custodian Agreement Supplement between Registrant and PNC Bank,
N.A. on behalf of the Schneider Capital Management Value Fund.
9(hhh) Form of Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (Schneider Capital Management Value Fund).
9(iii) Form of Transfer Agency Agreement Supplement between Registrant and
PFPC Inc. (Schneider Capital Management Value Fund).
9(jjj) Form of Administrative Services Agreement between Registrant and
Counsellors Fund Services, Inc. (Schneider Capital Management
Value Fund).
(11)(a) Consent of Counsel.
Exhibit 5 (aa)
INVESTMENT ADVISORY AGREEMENT
Schneider Capital Value Fund
AGREEMENT made as of December ___, 1997 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Schneider Capital
Management Company, a (INSERT TYPE OF BUSINESS ORGANIZATION) (herein called the
"Investment Adviser").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and currently
offers or proposes to offer shares representing interests in separate investment
portfolios; and
WHEREAS, the Fund desires to retain the Investment Adviser to render
certain investment advisory services to the Fund with respect to the Fund's
Schneider Capital Value Fund (the "Portfolio"), and the Investment Adviser is
willing to so render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Investment Adviser to act
as investment adviser for the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. DELIVERY OF DOCUMENTS. The Fund has furnished the Investment
Adviser with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Board of Directors of the Fund authorizing
the appointment of the Investment Adviser and the execution and delivery of this
Agreement;
(b) Each prospectus and statement of additional information
relating to any class of Shares representing interests in the Portfolio of the
Fund in effect under the 1933 Act (such prospectus and statement of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, are herein collectively called the "Prospectus" and
"Statement of Additional Information," respectively).
The Fund will promptly furnish the Investment Adviser from time to
time with copies, properly certified or
<PAGE>
authenticated, of all amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the
Investment Adviser with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Adviser with any amendments of or supplements to
such documents.
3. MANAGEMENT OF THE PORTFOLIO. Subject to the supervision of the
Board of Directors of the Fund, the Investment Adviser will provide for the
overall management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Adviser will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information. The Investment Adviser
further agrees that it will render to the Fund's Board of Directors such
periodic and special reports regarding the performance of its duties under this
Agreement as the Board may reasonably request. The Investment Adviser agrees to
provide to the Fund (or its agents and service providers) prompt and accurate
data with respect to the Portfolio's transactions and, where not otherwise
available, the daily valuation of securities in the Portfolio.
4. BROKERAGE. Subject to the Investment Adviser's obligation to obtain
best price and execution, the Investment Adviser shall have full discretion to
select brokers or dealers to effect the purchase and sale of securities. When
the Investment Adviser places orders for the purchase or sale of securities for
the Portfolio, in selecting brokers or dealers to execute such orders, the
Investment Adviser is expressly authorized to consider the fact that a broker or
dealer has furnished statistical, research or other information or services for
the benefit of the Portfolio directly or indirectly. Without limiting the
generality of the foregoing, the Investment Adviser is authorized to cause the
Portfolio to pay brokerage commissions which may be in excess of the lowest
rates available to brokers who execute transactions for the Portfolio or who
otherwise provide brokerage and research services utilized by the Investment
Adviser, provided that the Investment Adviser determines in good faith that the
amount of each such commission paid to a broker is reasonable in relation to the
value of the brokerage and research services provided by such broker viewed in
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<PAGE>
terms of either the particular transaction to which the commission relates or
the Investment Adviser's overall responsibilities with respect to accounts as to
which the Investment Adviser exercises investment discretion. The Investment
Adviser may aggregate securities orders so long as the Investment Adviser
adheres to a policy of allocating investment opportunities to the Portfolio over
a period of time on a fair and equitable basis relative to other clients. In no
instance will the Portfolio's securities be purchased from or sold to the Fund's
principal underwriter, the Investment Adviser, or any affiliated person thereof,
except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Adviser shall report to the Board of Directors of the
Fund at least quarterly with respect to brokerage transactions that were entered
into by the Investment Adviser pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Adviser to the Fund
and the Investment Adviser's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.
5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Investment Adviser
further agrees that it will comply with all applicable rules and regulations of
all federal regulatory agencies having jurisdiction over the Investment Adviser
in the performance of its duties hereunder. The Investment Adviser will treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Investment Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
6. SERVICES NOT EXCLUSIVE. The Investment Adviser and its officers may
act and continue to act as investment managers for others, and nothing in this
Agreement shall in any way be deemed to restrict the right of the Investment
Adviser to perform investment management or other services for any other person
or entity, and the performance of such services for others shall not be deemed
to violate or give rise to any duty or obligation to the Portfolio or the Fund.
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<PAGE>
7. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Investment Adviser hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Investment Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. EXPENSES. During the term of this Agreement, the Investment
Adviser will pay all expenses incurred by it in connection with its activities
under this Agreement. The Portfolio shall bear all of its own expenses not
specifically assumed by the Investment Adviser. General expenses of the Fund not
readily identifiable as belonging to a portfolio of the Fund shall be allocated
among all investment portfolios by or under the direction of the Fund's Board of
Directors in such manner as the Board determines to be fair and equitable.
Expenses borne by the Portfolio shall include, but are not limited to, the
following (or the Portfolio's share of the following): (a) the cost (including
brokerage commissions) of securities purchased or sold by the Portfolio and any
losses incurred in connection therewith; (b) fees payable to and expenses
incurred on behalf of the Portfolio by the Investment Adviser; (c) filing fees
and expenses relating to the registration and qualification of the Fund and the
Portfolio's shares under federal and/or state securities laws and maintaining
such registrations and qualifications; (d) fees and salaries payable to the
Fund's directors and officers; (e) taxes (including any income or franchise
taxes) and governmental fees; (f) costs of any liability and other insurance or
fidelity bonds; (g) any costs, expenses or losses arising out a liability of or
claim for damages or other relief asserted against the Fund or the Portfolio for
violation of any law; (h) legal, accounting and auditing expenses, including
legal fees of special counsel for the independent directors; (i) charges of
custodians and other agents; (j) expenses of setting in type and printing
prospectuses, statements of additional information and supplements thereto for
existing shareholders, reports, statements, and confirmations to shareholders
and proxy material that are not attributable to a class; (k) costs of mailing
prospectuses, statements of additional information and supplements thereto to
existing shareholders, as well as reports to shareholders and proxy material
that are not attributable to a class; (1) any extraordinary expenses; (m) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (n) costs of mailing and tabulating proxies
and costs of shareholders' and directors' meetings; (o) costs of independent
pricing services to value portfolio securities; and (p) the costs of investment
company literature and other publications provided by the Fund to
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<PAGE>
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 Adviser shall reimburse the
Portfolio for any excess up to the amount of the fees payable by the Portfolio
to it during such fiscal year pursuant to Paragraph 9 hereof in the same
proportion that its fees bear to the total fees paid by the Fund for investment
advisory services in respect of the Portfolio; PROVIDED, HOWEVER, that
notwithstanding the foregoing, the Investment Adviser shall reimburse the
Portfolio for such excess expenses regardless of the amount of such fees payable
to it during such fiscal year to the extent that the securities regulations of
any state in which the Shares are registered or qualified for sale so require.
9. VOTING. The Investment Adviser shall have the authority to vote as
agent for the Fund, either in person or by proxy, tender and take all actions
incident to the ownership of all securities in which Portfolio's assets may be
invested from time to time, subject to such policies and procedures as the Board
of Directors of the Fund may adopt from time to time.
10. RESERVATION OF NAME. The Investment Adviser shall at all times
have all rights in and to the Portfolio's name and all investment models used by
or on behalf of the Portfolio. The Investment Adviser may use the Portfolio's
name or any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.
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
Adviser from the assets of the Portfolio and the Investment Adviser will accept
as full compensation therefor a fee, computed daily and payable monthly, at the
annual rate of .80% 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.
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<PAGE>
12. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISER. The Investment
Adviser shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the Investment
Adviser in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
The limitations on liability of this paragraph 12 shall not be
applicable to any losses, claims, damages, liabilities or expenses arising from
the Fund's use of the Portfolio's name. The Investment Adviser shall indemnify
and hold harmless the Fund and the Portfolio for any claims arising from the use
of the term "Schneider" 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 April 1, 1999. Thereafter, if not terminated, this Agreement
shall continue with respect to the Portfolio for successive annual periods
ending on August 16 PROVIDED such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of
Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Board of Directors of the Fund or by
vote of a majority of the outstanding voting securities of the Portfolio;
PROVIDED, HOWEVER, that this Agreement may be terminated with respect to the
Portfolio by the Fund at any time, without the payment of any penalty, by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, on 60 days' prior written notice to the
Investment Adviser, or by the Investment Adviser at any time, without payment of
any penalty, on 60 days' prior written notice to the Fund. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act).
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.
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<PAGE>
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 Adviser 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: _________________________
SCHNEIDER CAPITAL MANAGEMENT
COMPANY
By: _________________________
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Exhibit 6 (oo)
DISTRIBUTION AGREEMENT SUPPLEMENT
(Schneider Capital Value Fund)
This supplemental agreement is entered into this ___th day of
_________, 1998, by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS
SECURITIES, INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Distributor have entered into a Distribution Agreement, dated as of April 10,
1991 (as from time to time amended and supplemented, the "Distribution
Agreement"), pursuant to which the Distributor has undertaken to act as
distributor for the Fund, as more fully set forth therein. Certain capitalized
terms used without definition in this Distribution Agreement Supplement have the
meaning specified in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is
hereby adopted for the Schneider Capital Value Fund Class of Common Stock (Class
YY) 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 no
compensation.
3. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. COUNSELLORS SECURITIES, INC.
By: ________________________ By: ____________________
Name: Edward J. Roach Name: Eugene Grace
Title: President and Treasurer Title:
Exhibit 8 (r)
CUSTODIAN AGREEMENT SUPPLEMENT
(Schneider Capital Value Fund)
This supplemental agreement is entered into this __th day of _______,
1998 by and between THE RBB FUND, INC. (the "Company") and PNC Bank, National
Association (the "Custodian"), which is a wholly-owned subsidiary of PNC Bank
Corp.
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
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 Schneider Capital Value Fund.
2. COMPENSATION. As compensation for the services rendered by the
Custodian during the term of the Custodian Agreement, the Fund will pay to the
Custodian, with respect to Schneider Capital Value Fund, monthly fees as shall
be agreed to from time to time by the Fund and the Custodian.
3. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PNC BANK, NATIONAL ASSOCIATION
By:____________________________ By: ______________________________
Name: Edward J. Roach Name:
Title: President & Treasurer Title:
Exhibit 9 (hhh)
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 Schneider Capital Value Fund (the "Portfolio"), and PFPC wishes to
furnish such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. DEFINITIONS.
(a) "1933 ACT" means the Securities Act of 1933, as amended.
(b) "1934 ACT" means the Securities Exchange Act of 1934, as
amended.
(c) "AUTHORIZED PERSON" means any officer of the Fund and any other
person, duly authorized by the Fund's Board of Directors, to give Oral and
Written Instructions on behalf of the Fund and listed on the Certificate
attached hereto as Appendix B or any amendment thereto as may be received by
PFPC from time to time. An Authorized Person's scope of authority may be limited
by the Fund by setting forth such limitation on the Certificate.
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<PAGE>
(d) "BOOK-ENTRY SYSTEM" means Federal Reserve Treasury book-entry
system for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book-entry system maintained by
an exchange registered with the SEC under the 1934 Act.
(e) "ORAL INSTRUCTIONS" mean oral instructions received by PFPC
from an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) "SHARES" mean the shares of common stock of the Fund
representing an interest in the Portfolio.
(h) "PROPERTY" means:
(i) any and all securities and other investment items of the
Portfolio which the Fund may from time to time deposit, or
cause to be deposited, with PFPC or which PFPC may from
time to time hold for the Fund on behalf of the Portfolio;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of Shares which are received by
PFPC from time to time, from or on behalf of the Fund.
(i) "WRITTEN INSTRUCTIONS" mean written instructions signed by two
Authorized Persons and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2
<PAGE>
2. APPOINTMENT. The Fund hereby appoints PFPC to provide
administration and accounting services to the Portfolio, in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment and agrees to
furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
will provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of PFPC
to provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements with
respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or agreements with
respect to the Portfolio;
(e) a copy of any additional administration agreement with respect
to the Portfolio;
(f) copies of any shareholder servicing agreements made in respect
of the Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
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.
3
<PAGE>
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.
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<PAGE>
(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.
7. RECORDS.
The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund.
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<PAGE>
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws, rules and regulations. The Fund and
Authorized Persons shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the Fund or to
an Authorized Person at the Fund's expense to be paid from the assets of the
Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolio's books of
account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to maintain
pursuant to Rule 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
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<PAGE>
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.
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<PAGE>
12. INDEMNIFICATION.
The Fund agrees to indemnify and hold harmless PFPC and its
nominees from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act and the 1940 Act, and any state and foreign securities and blue sky laws,
and amendments thereto, and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any action which
PFPC takes or does not take (i) at the request or on the direction of or in
reliance on the advice of the Fund or (ii) upon Oral or Written Instructions.
Neither PFPC, nor any of its nominees, shall be indemnified against any
liability to the Fund or to its shareholders (or any expenses incident to such
liability) arising out of PFPC's own willful misfeasance, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
13. RESPONSIBILITY OF PFPC.
PFPC shall be under no duty to take any action on behalf of the
Fund except as specifically set forth herein or as may be specifically agreed to
by PFPC in writing. PFPC shall be obligated to exercise care and diligence in
the performance of its duties hereunder, to act in good faith and to use its
best efforts, within reasonable limits, in performing services provided for
under this Agreement. PFPC shall be responsible for failure to perform its
duties under this Agreement arising out of PFPC's gross negligence.
Notwithstanding the foregoing, PFPC
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<PAGE>
shall not be responsible for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above; and provided
further that PFPC shall only be responsible for that portion of losses or
damages suffered by the fund that are attributable to the gross negligence of
PFPC.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC
shall have no liability to the Fund for any consequential, special or indirect
losses or damages which the Fund may incur or suffer by or as a consequence of
PFPC's performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC.
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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;
10
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(xiv) Transmit or mail a copy of the daily portfolio valuation to
the Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required, portfolio
average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which includes the
following items:
Schedule of Investments
Statement of Assets and Liabilities Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUING BASIS.
PFPC will perform the following administration services with
respect to the Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) (a) Assist in the preparation of support schedules necessary
for completion of federal and state tax returns; or (b)
prepare for execution and file the Fund's federal and state
tax returns;
(iv) (a) Assist in the preparation of Semi-Annual Reports with
the SEC on Form N-SAR; or (b) prepare and file the Fund's
Semi-Annual Reports with the SEC on Form N-SAR.
(v) Assist in the preparation of annual, semi-annual, and
quarterly shareholder reports; or (b) prepare and file with
the SEC the Fund's annual, semi-annual, and quarterly
shareholder reports;
(vi) Assist with the preparation of registration statements and
other filings relating to the registration of Shares;
11
<PAGE>
(vii) Monitor the Portfolio's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of
1986, as amended; and
(viii) Coordinate contractual relationships and communications
between the Fund and its service providers.
16. DURATION AND TERMINATION.
This Agreement shall continue until terminated by the Fund or by
PFPC on sixty (60) days' prior written notice to the other party.
17. NOTICES.
All notices and other communications, including written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable, telex
or facsimile sending device, it shall be deemed to have been given immediately.
If notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered. Notices shall be addressed
(a) if to PFPC at PFPC's address, 400 Bellevue Parkway, Wilmington, Delaware
19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of
the foregoing, at such other address as shall have been notified to the sender
of any such Notice or other communication.
12
<PAGE>
18. AMENDMENTS.
This Agreement, or any term thereof, may be changed or waived only
by written amendment, signed by the party against whom enforcement of such
change or waiver is sought.
19. DELEGATION.
PFPC may assign its rights and delegate its duties hereunder to any
wholly owned director indirect subsidiary of PNC Bank, National Association or
PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate agrees with PFPC to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate.
20. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
21. FURTHER ACTIONS.
Each Party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
13
<PAGE>
22. MISCELLANEOUS.
This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may embody in
one or more separate documents their agreement, if any, with respect to
delegated and/or Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in Delaware
and governed by Delaware law. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit off the parties hereto and their respective
successors.
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers designated below on the day and year first
above written.
PFPC INC.
By:____________________________
Name:Stephen M. Wynne
Title:Executive Vice President
THE RBB FUND, INC.
By:_____________________________
Name: Edward J. Roach
President & Treasurer
15
<PAGE>
_____________, 1998
The RBB Fund Inc.
Re: Administration and Accounting Services Fees
SCHNEIDER CAPITAL VALUE FUND
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation
to be paid to PFPC Inc. ("PFPC") under the terms of an Administration and
Accounting Services Agreement dated _________, 1998 between PFPC and The RBB
Fund, Inc. (the "Fund") on behalf of its Schneider Capital Value Fund (the
"Portfolio"). In consideration of the services to be provided by PFPC, the Fund
on behalf of the Portfolio will pay PFPC an annual administration and accounting
fee, to be calculated daily and paid monthly. The Fund on behalf of the
Portfolio will also reimburse PFPC for its out-of-pocket expenses incurred on
behalf of the Portfolio, including, but not limited to, postage and handling,
telephone, telex, Federal Express and outside pricing service charges.
The annual administration and accounting fee shall be .___% of the
Portfolio's average daily net assets, exclusive of out-of-pocket expenses, with
a monthly minimum fee of $______.
The fee for the period from the date hereof until the end of that
calendar year shall be pro-rated according to the proportion which such period
bears to the full annual period commencing on the date hereof.
16
<PAGE>
If the foregoing accurately sets forth our agreement, and you
intend to be legally bound thereby, please execute a copy of this letter and
return it to us.
Very truly yours,
PFPC, INC.
By: ____________________________
Name:Stepehen M. Wynne
Title:Executive Vice President
Accepted:
THE RBB FUND, INC.
By: _________________________________
Name: Mr. Edward J. Roach
Title: President & Treasurer
17
<PAGE>
______________, 1998
The RBB Fund Inc.
Re: Administration and Accounting Services Fees Waiver
SCHNEIDER CAPITAL VALUE FUND
Dear Sir/Madam:
PFPC Inc. ("PFPC") agrees to waive certain fees under an
Administration and Accounting Services Agreement dated ________, 1998 between
PFPC and The RBB Fund, Inc. on behalf of its Schneider Capital Value Fund (the
"Portfolio") as follows: for the first two years of the Portfolio's operations
PFPC shall waive 50% of its minimum fee (excluding miscellaneous fees and
out-of-pocket costs) to the extent the minimum fee is applicable; thereafter,
PFPC's minimum fee shall be charged in full. Thus, during the twenty-fifth
calendar month and thereafter, the Portfolio shall pay 100% of the minimum fee.
Very truly yours,
PFPC INC.
By: ______________________________
Name:Stephen M. Wynne
Title:Executive Vice President
Acknowledged:
The RBB FUND, INC.
By: _______________________________
Name: Edward J. Roach
Title: President & Treasurer
18
Exhibit 9 (iii)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Schneider Capital Value Fund)
This supplemental agreement is entered into this ___th day of
__________, 1998 by and between THE RBB FUND, INC. (the "Company") and PFPC
Inc., a Delaware corporation (the "Transfer Agent"), which is an indirect,
wholly-owned subsidiary of PNC Bank Corp.
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Company with
respect to the Shares of the Company, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. ADOPTION OF TRANSFER AGENCY AGREEMENT. The Transfer Agency
Agreement is hereby adopted for the Schneider Capital Value Fund (the "Fund")
Class of Common Stock (Class YY) of the Fund.
2. COMPENSATION. As compensation for the services rendered by the
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to such Class of the Fund, monthly fees
that shall be agreed to from time to time by the Company and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services.
3. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PFPC INC.
By: ____________________________ By: ______________________________
Name: Edward J. Roach Name: Robert Perlswig
Title: President and Treasurer Title: Executive Vice President
Exhibit 9 (jjj)
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the ____ day of ________, 1998, by and
between THE RBB FUND, INC., a Maryland corporation (the "Fund"), on behalf of
its Schneider Capital Management Value Fund ( the "Portfolio") and COUNSELLORS
FUNDS SERVICE, INC. ("Counsellors"), a Delaware corporation.
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain Counsellors to provide certain
administrative services to the Portfolio, and Counsellors is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints Counsellors to provide
certain administrative services to the Portfolio for the period and on the terms
set forth in this Agreement. Counsellors accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 6 of this Agreement. Counsellors agrees to comply with all relevant
provisions of the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and 1940 Act and applicable rules and regulations
thereunder.
<PAGE>
2. SERVICES ON A CONTINUING BASIS. Subject to the supervision and
direction of the Board of Directors of the Fund, Counsellors undertakes to
perform the following administrative services for the Portfolio:
(a) Making available office facilities, as requested by the Fund,
(which may be in the offices of Counsellors or a corporate affiliate);
(b) Furnishing data processing services, clerical services and
certain internal quasi-legal, executive and administrative services;
(c) Furnish an 800 telephone line for shareholder inquires and
otherwise assist in the preparation of shareholder communications and notices as
requested by the Fund or the investment adviser to the Portfolio (the
"Investment Adviser").
(d) Assisting in coordinating the preparation of reports to the
Portfolio's shareholders of record and the Securities and Exchange Commission
(the "SEC") including, but not limited to, proxy statements; annual, semi-annual
and quarterly reports to Shareholders; annual and semi-annual reports on Form
N-SAR; and post-effective amendments to the Fund's Registration Statement on
Form N-1A (the "Registration Statement");
(e) Assisting the Investment Adviser, at the Investment Adviser's
request, in monitoring and developing compliance procedures which will include,
among other matters, procedures to assist the Investment Adviser in monitoring
compliance with the Portfolio's investment objective, policies,
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<PAGE>
restrictions, tax matters and applicable laws and regulations; and
(f) Acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
administrator and taking all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, Counsellors shall act
in conformity with applicable law, the Fund's Articles of Incorporation and
By-Laws, and all amendments thereto, and the Portfolio's investment objective,
investment policies and other practices and policies set forth in the Fund's
Registration Statement, as such Registration Statement and practices and
policies may be amended from time to time.
3. BOOKS AND RECORDS. In connection with the services provided under
this Agreement, Counsellors shall maintain such books and records, as required
by the Fund, of the Fund's reports or filings with the Portfolio's shareholders,
the SEC authorities and other required reports and documents prepared, filed or
distributed on behalf of the Fund.
The books and records pertaining to the Fund or any Portfolio that are
in the possession of Counsellors shall be the property of the Fund. Such books
and records shall be prepared and maintained as required by the 1940 Act and
other applicable securities laws and rules and regulations. The Fund, or the
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<PAGE>
Fund's authorized representatives, shall have access to such books and records
at all times during Counsellors' normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
Counsellors to the Fund or the Fund's authorized representative at the Fund's
expense.
4. CONFIDENTIALITY. Counsellors agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund or any Portfolio and its prior, present or potential shareholders and
relative to the Investment Adviser and its prior, present or potential
customers, except, after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where Counsellors may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
5. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF FUND. If Counsellors is in doubt as to any action to
be taken or omitted by it, it may request, and shall receive, directions or
advice from the Fund.
(b) ADVICE OF COUNSEL. If Counsellors is in doubt as to any
question of law involved in any action to be taken or omitted by Counsellors, it
may request advice at its own cost from counsel of its own choosing (who may be
counsel for the
-4-
<PAGE>
Investment Adviser, the Fund or Counsellors, at the option of Counsellors).
(c) CONFLICTING ADVICE. In case of conflict between directions or
advice received by Counsellors pursuant to subsection (a) of this paragraph and
advice received by Counsellors pursuant to subsection (b) of this paragraph,
Counsellors shall be entitled to rely on and follow the advice received pursuant
to the latter provision alone.
(d) PROTECTION OF COUNSELLORS. Counsellors shall be protected in
any action or inaction which it takes in reliance on any directions or advice
received pursuant to subsections (a) or (b) of this paragraph which Counsellors,
after receipt of any such directions or advice in good faith believes to be
consistent with such directions or advice. However, nothing in this paragraph
shall be construed as imposing upon Counsellors any obligation (i) to seek such
directions or advice or (ii) to act in accordance with such directions or advice
when received. Nothing in this subsection shall excuse Counsellors when an
action or omission on the part of Counsellors constitutes willful misfeasance,
bad faith, negligence or reckless disregard by Counsellors of its duties under
this Agreement.
6. COMPENSATION. In consideration of services rendered pursuant to
this Agreement, the Fund will pay Counsellors on the first business day of each
month a fee for the previous month, calculated daily. The Fund will also
reimburse Counsellors for its out-of-pocket expenses incurred on behalf of the
Fund,
-5-
<PAGE>
including but not limited to, postage, telephone, telex and Federal Express
charges. The annual fee shall be .15% of the Portfolio's average daily net
assets exclusive of out-of-pocket expenses. Upon any termination of this
Agreement before the end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement. For
the purpose of determining fees payable to Counsellors, the value of the
Portfolio's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus and Statement of Additional Information as
from time to time in effect. The annual fee paid to Counsellors hereunder may be
amended upon terms as may be specifically agreed to in writing from time to time
by the Fund and Counsellors.
7. INDEMNIFICATION. The Fund agrees to indemnify and hold harmless
Counsellors and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising under
federal securities and commodities laws and any state and foreign securities and
Blue Sky laws, all as or to be amended from time to time) and expenses,
including (without limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which Counsellors takes or does
or omits to take or do pursuant to the terms of this Agreement or otherwise at
the request or on the direction of or in reliance on the advice of the Fund,
provided, that neither Counsellors nor any of its
-6-
<PAGE>
nominees shall be indemnified against any liability to the Fund or to its
Shareholders (or any expenses incident to such liability) arising out of
Counsellors' own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
8. RESPONSIBILITY OF COUNSELLORS. Counsellors 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 Counsellors in writing. In the
performance of its duties hereunder, Counsellors shall be obligated to exercise
care and diligence and to act in good faith and to use its best efforts within
reasonable limits in performing services provided for under this Agreement.
Counsellors shall be responsible for its own negligent failure to
perform its duties under this Agreement. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Counsellors in connection
with its duties under this Agreement shall not be under any duty or obligation
to inquire into and shall not be liable for or in respect of (a) the validity or
invalidity or authority or lack thereof of any notice or other instrument which
conforms to the applicable requirements of this Agreement, and which Counsellors
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond Counsellors' control, including acts
of civil or military authority, national emergencies, labor difficulties, fire,
-7-
<PAGE>
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply.
9. DURATION AND TERMINATION. This Agreement shall continue until
terminated by the Fund or Counsellors on 60 days' written notice.
10. NOTICES. All notices and other communications hereunder
(collectively referred to as "Notice" or "Notices" in this Paragraph), shall be
in writing or by confirming telegram, Cable, telex or facsimile sending device.
Notices shall be addressed (a) if to Counsellors at Counsellors' address, 466
Lexington Avenue, New York, New York 10017; (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. If the location of the sender of a Notice or other communication
and the address of the addressee thereof are, at the time of sending more than
100 miles apart, the Notice may be mailed, in which case it shall be deemed to
have been given three days after it is sent, or if sent by confirming telegram,
cable, telex, or facsimile sending device charges arising from the sending of a
Notice hereunder shall be paid by the sender.
11. FURTHER ACTIONS. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
-8-
<PAGE>
12. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
13. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in New York and
governed by New York law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
-9-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.
THE RBB FUND, INC.
By:
-----------------------------
Title:
COUNSELLORS FUNDS SERVICE, INC.
By:
-----------------------------
Title:
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Exhibit 11 (a)
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the references to our
Firm under the caption "Miscellaneous - Counsel" in the Statement of Additional
Information included in Post-Effective Amendment No. 52 to the Registration
Statement (1933 Act No. 33-20827; 1940 Act No. 811-5518) on Form N-1A under the
Securities Act of 1933, as amended, of The RBB Fund, Inc. This consent does not
constitute a consent under section 7 of the Securities Act of 1933, and in
consenting to the use of our name and the references to our Firm under such
caption we have not certified any part of the Registration Statement and do not
otherwise come within the categories of persons whose consent is required under
said section 7 or the rules and regulations of the Securities and Exchange
Commission thereunder.
/S/ DRINKER BIDDLE & REATH LLP
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
January 23, 1998
