EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77B:
Accountants report on internal control
EXHIBIT B:
Attachment to item 77C: Submission of matters to a vote of
Security holders.
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EXHIBIT A:
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of The RBB Fund, Inc.
In planning and performing our audit of the financial statements
and financial highlights of The RBB Fund, Inc. (the "Fund"),
consisting of the Money Market, Municipal Money Market,
Government Obligations Money Market, n/i numeric investors Micro
Cap, n/i numeric investors Growth, n/i numeric investors Mid Cap,
n/i numeric investors Small Cap Value, Boston Partners Large Cap
Value, Boston Partners Mid Cap Value, Boston Partners Small Cap
Value II, Boston Partners Long Short Equity, Boston Partners
Bond, Schneider Small Cap Value, and Bogle Investment Management
Small Cap Growth Portfolios (collectively, the "Fund") for the
year ended August 31, 2000, we considered its internal control,
including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and financial
highlights and to comply with the requirements of Form N-SAR, not
to provide assurance on internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements and financial
highlights for external purposes that are fairly presented in
conformity with generally accepted accounting principles. Those
controls include the safeguarding of assets against unauthorized
acquisition, use, or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to
the risk that it may become inadequate because of changes in
conditions or that the effectiveness of the design and operation
may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants. A material weakness is a
condition in which the design or operation of one or more
internal control components does not reduce to a relatively low
level the risk that misstatements caused by errors or fraud in
amounts that would be material in relation to the financial
statements and financial highlights being audited may occur and
not be detected within a timely period by employees in the normal
course of performing their assigned functions. However, we noted
no matters involving internal control and its operation,
including control over safeguarding securities, that we consider
to be material weaknesses as defined above as of August 31, 2000.
This report is intended solely for the information and use of
management, the Board of Directors of The RBB Fund, Inc., and the
Securities and Exchange Commission.
PricewaterhouseCoopers LLP
October 20, 2000
EXHIBIT B:
SUB-ITEM 77C:
Submission of matters to a vote of security holders.
(c) A Special Meeting of Shareholders (the "Meeting") of the
n/i numeric investors Larger Cap Value Fund (the
"Portfolio") of The RBB Fund, Inc. (the "Fund") was
called to order at 10:00 a.m. on May 15, 2000, in the Fund's
offices located at the Bellevue Park Corporate Center, 400
Bellevue Parkway, 3rd Floor Conference Room, Wilmington,
Delaware 19809, pursuant to notice given to all shareholders
of record on April 3, 2000.
The Chairman stated that the first and only order of
business was the approval or disapproval by the Portfolio's
shareholders of the proposal to liquidate and terminate the
Portfolio.
RESOLVED, that the liquidation and termination of the
n/i numeric investors Larger Cap Value Fund as set forth in
a Plan of Liquidation and Termination adopted by the Board
of Directors of the Fund, including an amendment to the
Fund's Articles of Incorporation to cancel the outstanding
shares of the Portfolio be, and hereby is, approved.
The results of the voting:
FOR AGAINST ABSTAIN
n/i numeric investor
Larger Cap Value Fund 70,662.219 407.453 2,558.030
The proposal received the requisite votes for its approval.
