-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NkgvrbzAYhj3CqdDLot6RUqcWiquc+eTVGitjJx5Mtm4T+kwRi6/N0VoTSPYaZr1 PRMCZVVAXXPj0QDK3htqeA== 0000935069-96-000112.txt : 19960916 0000935069-96-000112.hdr.sgml : 19960916 ACCESSION NUMBER: 0000935069-96-000112 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960913 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RBB FUND INC CENTRAL INDEX KEY: 0000831114 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-20827 FILM NUMBER: 96629941 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05518 FILM NUMBER: 96629942 BUSINESS ADDRESS: STREET 1: 400 BELLEVUE PKWY STE 100 CITY: WILMINGTON STATE: DE ZIP: 19809 BUSINESS PHONE: 3027911791 MAIL ADDRESS: STREET 1: 103 BELLEVUE PKWY STREET 2: SUITE 152 CITY: WILMINGTON STATE: DE ZIP: 19809 FORMER COMPANY: FORMER CONFORMED NAME: FUND INC /DE/ DATE OF NAME CHANGE: 19600201 485APOS 1 FORM N-1A Registration No. 33-20827 Inv. Co. Act No. 811-5518 As filed with the Securities and Exchange Commission on September 13, 1996 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] POST-EFFECTIVE AMENDMENT NO. 38 [X] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] AMENDMENT NO. 40 [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 Avisor Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income Portfolio; BEA Class; BEA 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; BOSTON PARTNERS LARGE CAP VALUE FUND; BOSTON PARTNERS INVESTOR CLASS, BOSTON PARTNERS ADVISOR CLASS AND BOSTON PARTNERS INSTITUTIONAL CLASS; 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) - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Bellevue Park Corporate Center 400 Bellevue Parkway Suite 100 Wilmington, DE 19809 (Address of Principal Executive Offices) ---------------------------------------- Registrant's Telephone Number: (302) 792-2555 Copies to: GARY M. GARDNER, ESQUIRE JOHN N. AKE, ESQUIRE PNC Bank, National Association Ballard Spahr Andrews & Ingersoll 1600 MARKET STREET, 28TH FLOOR 1735 Market Street, 51st Floor Philadelphia, PA 19103 Philadelphia, PA 19103 (Name and Address of Agent for Service) Approximate Date of Proposed Public Offering: as soon as possible after effective date of registration statement. It is proposed that this filing will become effective (check appropriate box) _____ immediately upon filing pursuant to paragraph (b) _____ on ____ __, 1996 pursuant to paragraph (b) _____ 60 days after filing pursuant to paragraph (a)(1) _____ on ______________ pursuant to paragraph (a)(1) X 75 days after filing pursuant to paragraph (a)(2) _____ on _______________ pursuant to paragraph (a)(2) of rule 485 If appropriate, check following box: _____ this post-effective amendment designates a new effective date for a previously filed post-effective amendment. ------------------------------ Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has elected to register an indefinite number of shares of common stock of each of the sixty-six classes registered hereby under the Securities Act of 1933. Registrant filed its notice pursuant to Rule 24f-2 for the fiscal year ended August 31, 1995 on October 26, 1995. THE RBB FUND, INC. (Boston Partners Investor Class of the Boston Partners Large Cap Value Fund) Cross Reference Sheet FORM N-1A ITEM LOCATION PART A PROSPECTUS 1. Cover Page............................ Cover Page 2. Synopsis.............................. Introduction 3. Condensed Financial Information....... Not Applicalbe 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 Shares; Net Asset Value 9. Legal Proceedings..................... Inapplicable PART B STATEMENT OF ADDITIONAL INFORMATION 10. Cover Page............................ Cover Page 11. Table of Contents..................... Contents 12. General Information and History....... General; See Prospectus - "The Fund" 13. Investment Objectives and Policies.... Investment Objective and Policies 14. Management of the Fund................ Directors and Officers; Investment Advisory, Distribution and Servicing Arrangements 15. Control Persons and Principal Holders of Securities......................... Miscellaneous 16. Investment Advisory and Other Services.............................. Investment Advisory, Distribution and Servicing Arrangements; See Prospectus - "Management" 17. Brokerage Allocation and Other Practices............................. Portfolio Transactions 18. Capital Stock and Other Securities.... Additional Information Concerning Fund Shares; See Prospectus - "Dividends and Distributions"; Multi Class Structure and "Description of Shares" 19. Purchase, Redemption and Pricing of Securities Being Offered.............. Purchase and Redemption Information; Valuation of Shares; See Prospectus - "How to Purchase Shares", "How to Redeem Shares" and "Distribution of Fund Shares" 20. Tax Status............................ Taxes; See Prospectus - "Taxes" 21. Underwriters.......................... Not Applicable 22. Calculation of Performance Data....... Performance Information 23. Financial Statements.................. Financial Statements PART C OTHER INFORMATION Information required to be included in Part C is set forth under the appropriate item, so numbered in Part C of this Registration Statement. THE RBB FUND, INC. (Boston Partners Advisor Class of the Boston Partners Large Cap Value Fund) Cross Reference Sheet FORM N-1A ITEM LOCATION 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 Shares; Net Asset Value 9. Legal Proceedings..................... Inapplicable PART B STATEMENT OF ADDITIONAL INFORMATION 10. Cover Page............................ Cover Page 11. Table of Contents..................... Contents 12. General Information and History....... General; See Prospectus - "The Fund" 13. Investment Objectives and Policies.... Investment Objective and Policies 14. Management of the Fund................ Directors and Officers; Investment Advisory, Distribution and Servicing Arrangements 15. Control Persons and Principal Holders of Securities......................... Miscellaneous 16. Investment Advisory and Other Services.............................. Investment Advisory, Distribution and Servicing Arrangements; See Prospectus - "Management" 17. Brokerage Allocation and Other Practices............................. Portfolio Transactions 18. Capital Stock and Other Securities.... Additional Information Concerning Fund Shares; See Prospectus - "Dividends and Distributions"; Multi Class Structure and "Description of Shares" 19. Purchase, Redemption and Pricing of Securities Being Offered.............. Purchase and Redemption Information; Valuation of Shares; See Prospectus - "How to Purchase Shares", "How to Redeem Shares" and "Distribution of Fund Shares" 20. Tax Status............................ Taxes; See Prospectus - "Taxes" 21. Underwriters.......................... Not Applicable 22. Calculation of Performance Data....... Performance Information 23. Financial Statements.................. Financial Statements PART C OTHER INFORMATION Information required to be included in Part C is set forth under the appropriate item, so numbered in Part C of this Registration Statement. THE RBB FUND, INC. (Boston Parnters Institutional Class of the Boston Partners Large Cap Value Fund) Cross Reference Sheet FORM N-1A ITEM LOCATION 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 Shares; Net Asset Value 9. Legal Proceedings..................... Inapplicable PART B STATEMENT OF ADDITIONAL INFORMATION 10. Cover Page............................ Cover Page 11. Table of Contents..................... Contents 12. General Information and History....... General; See Prospectus - "The Fund" 13. Investment Objectives and Policies.... Investment Objective and Policies 14. Management of the Fund................ Directors and Officers; Investment Advisory, Distribution and Servicing Arrangements 15. Control Persons and Principal Holders of Securities......................... Miscellaneous 16. Investment Advisory and Other Services.............................. Investment Advisory, Distribution and Servicing Arrangements; See Prospectus - "Management" 17. Brokerage Allocation and Other Practices............................. Portfolio Transactions 18. Capital Stock and Other Securities.... Additional Information Concerning Fund Shares; See Prospectus - "Dividends and Distributions"; Multi Class Structure and "Description of Shares" 19. Purchase, Redemption and Pricing of Securities Being Offered.............. Purchase and Redemption Information; Valuation of Shares; See Prospectus - "How to Purchase Shares", "How to Redeem Shares" and "Distribution of Fund Shares" 20. Tax Status............................ Taxes; See Prospectus - "Taxes" 21. Underwriters.......................... Not Applicable 22. Calculation of Performance Data....... Performance Information 23. Financial Statements.................. Financial Statements PART C OTHER INFORMATION Information required to be included in Part C is set forth under the appropriate item, so numbered in Part C of this Registration Statement. SUBJECT TO COMPLETION Preliminary Prospectus Dated September 13, 1996 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. BOSTON PARTNERS LARGE CAP VALUE FUND (INVESTOR SHARES) PROSPECTUS ___________ __, 1996 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 DISTRIBUTION OF SHARES....................................................... 9 HOW TO PURCHASE SHARES....................................................... 11 HOW TO REDEEM SHARES......................................................... 14 NET ASSET VALUE.............................................................. 16 DIVIDENDS AND DISTRIBUTIONS.................................................. 17 TAXES ....................................................................... 17 MULTI-CLASS STRUCTURE........................................................ 19 DESCRIPTION OF SHARES........................................................ 19 OTHER INFORMATION............................................................ 20 INVESTMENT ADVISER Boston Partners Asset Management, L.P. Boston, Massachusetts CUSTODIAN PNC Bank, N.A. Philadelphia, Pennsylvania TRANSFER AGENT PFPC Inc. Wilmington, Delaware DISTRIBUTOR Counsellors Securities Inc. New York, New York COUNSEL Ballard Spahr Andrews & Ingersoll Philadelphia, Pennsylvania INDEPENDENT ACCOUNTANTS Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania SUBJECT TO COMPLETION Preliminary Prospectus Dated September 13, 1996 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. BOSTON PARTNERS LARGE CAP VALUE FUND (Investor Class) of The RBB Fund, Inc. Boston Partners Large Cap Value Fund (the "Fund") is an investment portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment company. The shares of Investor Class ("Shares") offered by this Prospectus represent an interest in the Fund. The Fund is a diversified fund that seeks long-term growth of capital, with current income as a secondary objective, primarily through equity investments, such as common stocks and securities convertible into common stocks. It seeks to achieve such objective by investing in a diversified portfolio consisting of equity securities of issuers with a market capitalization of primarily $1 billion or greater and identified by Boston Partners Asset Management, L.P. (the "Adviser") as value companies. The Adviser examines various factors in determining the value characteristics of such issuers, including: price to book value ratios, price to earnings ratios. These value characteristics are examined in the context of the issuer's operating and financial fundamentals such as return on equity, earnings growth and cash flow. 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 December __, 1996, 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's distributor by calling (800) **[888-9723]**. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PROSPECTUS December __, 1996 A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This (communication) shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. 2 INTRODUCTION RBB is an open-end management investment company incorporated under the laws of the State of Maryland currently operating or proposing to operate twenty separate investment portfolios. The Shares offered by this Prospectus represents an interest in the Boston Partners Large Cap Value Fund. RBB was incorporated in Maryland on February 29, 1988. FEE TABLE The following tables illustrate all expenses and fees (after expected fee waivers and expenses reimbursements) that a shareholder would incur in each Fund. The expenses and fees in the tables are based on estimates of expenses expected to be incurred for the current fiscal year ending August 31, 1997. SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 0% ANNUAL FUND OPERATING EXPENSES AFTER EXPENSE REIMBURSEMENTS AND WAIVERS* Management fees (after waivers)**............. 0.75% 12b-1 fees (after waivers)**.................. 0.25% Other Expenses (after reimbursements)***...... 0.25% ---- Total Fund Operating Expenses (after waivers and reimbursements).......................... 1.25% ==== * In the absence of expense reimbursements and fees would be as follows: ** Management fees and 12b-1 fees are each based on average daily net assets and are calculated daily and paid monthly. *** The caption "Other Expenses" does not include extraordinary expenses as determined by use of generally accepted accounting principles. 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: 3 ONE YEAR* THREE YEARS Boston Partners Large Cap Value Fund......... $ $ $ $ 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 a voluntary waiver of "Management fees" for the Fund. However, there can be no assurance that any future waivers of Management fees will not vary from the figure reflected in the Fee Table. To the extent any service providers assume additional expenses of the Fund, such assumption of expenses will have the effect of lowering the Fund's overall expense ratio and increasing its yield to investors. The Example in the Fee Table assumes that all dividends and distributions are reinvested and that the amounts listed under "Annual Fund Operating Expenses After Expense Reimbursements and Waivers" 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. No financial data is supplied for the Fund because, as of the date of this Prospectus, the Fund has no performance history. INVESTMENT OBJECTIVES AND POLICIESOBJECTIVES AND POLICIES The Fund's investment objective is to provide long-term growth of capital with current income as a secondary objective. The Portfolio seeks to achieve its objective by investing in a diversified portfolio consisting primarily of equity securities such as common stocks and securities convertible into common stocks, of issuers with a market capitalization of primarily $1 billion or greater, and identified by the Adviser as value companies. The Adviser examines various factors in determining the value characteristics of such issuers, including: price to book value ratios, price to earnings ratios. These value 4 characteristics are examined in the context of the issuer's operating and financial fundamental such as return on equity, earnings growth and cash flow. The Adviser selects securities for the Fund based on a continuous study of trends in industries and companies, earning power, growth features and other investment criteria. Major emphasis is placed on industries and issuers that are considered by Adviser to have particular possibilities for long-term growth. In general, the Fund's investments are broadly diversified over a number of industries and, as a matter of operating policy, the Fund will not invest more than 25% of its total assets in any one industry. The Fund may invest up to 20% of its total assets in securities of foreign issuers. Investing in securities of foreign issuers involves considerations not typically associated with investing in securities of companies organized and operated in the U.S. 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. The value of the assets of the Fund as measured in U.S. dollars may therefore be affected favorably or unfavorably by changes in exchange rates. There may be less publicly available information concerning foreign issuers than is available with respect to U.S. issuers. Foreign securities may not be registered with the U.S. Securities and Exchange Commission, and generally, foreign companies are not subject to uniform accounting, auditing and financial reporting requirements comparable to those applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign Securities" in the Statement of Additional Information. Under normal market conditions, the Fund will invest a minimum of 65% of its assets in securities of issuers with a market capitalization of $1 Billion or greater. The Fund may invest the remainder of its total assets in equity securities of issuers with lower capitalization; mutual funds; 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. In accordance with the above-mentioned policies, the Fund may also invest in indexed securities, convertible securities, repurchase and reverse repurchase agreements, financial futures contracts, options on futures contracts and may lend portfolio securities. See "Investment Objectives and Policies" in the Statement of Additional Information. The Fund may invest in registered investment companies and investment funds in foreign countries subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and as discussed in "Investment Objectives and Policies" in the Statement of Additional Information. If the Portfolio invests in such investment companies, the Portfolio will bear its proportionate share of the costs incurred by such companies, including investment advisory fees. 5 The Fund may also lend its portfolio securities to financial institutions in accordance with the investment restrictions as discussed in "Investment Objectives and Policies" in the Statement of Additional Information. Such loans would involve risks of delay in receiving additional collateral in the event the value of the collateral decreased below the value of the securities loaned or of delay in recovering the securities loaned or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers deemed by the Adviser to be of good standing and only when, in the Adviser's judgment, the income to be earned from the loans justifies the attendant risks. Any loans of the Fund's securities will be fully collateralized and marked to market daily. The Fund 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. Money market instruments which may be so held are described under "Investment Objectives and Policies" in the Statement of Additional Information. The Fund's investment objective and the policies described above may be changed by the RBB's Board of Directors without the affirmative vote of the holders of a majority of the outstanding Shares representing an interest in the Fund. Such changes may result in the Fund having investment objectives which differ from those an investor may have considered at the time of investment. INVESTMENT LIMITATIONS The Fund may not change the following investment limitations without the affirmative vote of the holders of a majority of the Fund's outstanding Shares. (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 6 of the Portfolio'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 Portfolio, except that up to 25% of the value of the Portfolio's total assets may be invested without regard to such limitations. 2. Purchase any securities which would cause, at the time of purchase, more than 25% of the value of the total assets of the Portfolio 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. 3. Borrow money or issue senior securities, except that the Fund may borrow from institutions 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) in excess of 5% of its total assets are outstanding. 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 make changes in its underlying securities holdings consistent with the Adviser's investment recommendation. The Fund retains the right to sell securities irrespective of how long they have been held. Federal income tax law may restrict the extent to which the Fund may engage in short-term trading activities. See "Taxes" in the Statement of Additional Information for a discussion of such federal income tax law restrictions. The Fund estimates that the annual turnover in the Fund will be approximately 75%. RISK FACTORS As with other mutual funds, there can be no assurance that the Fund will achieve its objective. The net asset value 7 per share of Shares representing an interest in the Fund will fluctuate as the values of its portfolio securities change in response to changing conditions in the equity market. REPURCHASE AND REVERSE REPURCHASE AGREEMENTS The Fund may enter into a repurchase agreement whereby the Fund agrees to purchase securities from financial institutions subject to the seller's agreement to repurchase them at an agreed-upon time and price. Although such selling financial institutions will be institutions deemed credit worthy by the Adviser, and the seller will be required to maintain the value of the securities subject to the agreement, default by or bankruptcy of the seller would 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 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 borrowings under the 1940 Act and may be entered into only for temporary or emergency purposes. 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. MANAGEMENT BOARD OF DIRECTORS The business and affairs of RBB and the Fund are managed under the direction of the RBB's Board of Directors. 8 INVESTMENT ADVISER BOSTON PARTNERS The Adviser, located at One Financial Center, 43rd Floor Boston, Massachusetts 02111, serves as the Fund's investment adviser. The Adviser provides investment management and investment advisory services to investment companies that had aggregate total assets under management as of October 31, 1995, in excess of $2.2 billion. Subject to the supervision and direction of the Trust's Board of Trustees, the Adviser manages the Fund's portfolio in accordance with the Fund's investment objective and policies, make investment decisions for the Fund, place orders to purchase and sell securities, and employ professional portfolio managers and securities analysts who provide research services to the Fund. PORTFOLIO MANAGEMENT [ ], Equity Portfolio Manager of the Adviser, has served as Portfolio Manager of the Fund since August 16, 1995 and manages the day-to-day operations of the Fund, including the oversight of all investment decisions. [ ] previously served as Investment Administrator of the Fund from 1992 until April 1995, while he was a Senior Vice President of The Boston Company Asset Management, Inc. [ ] has managed investment portfolios since 1986. ADMINISTRATOR PFPC Inc. ("PFPC") serves as administrator to the Portfolio. PFPC is an indirect, wholly owned subsidiary of PNC Bank, National Association ("PNC Bank"). PFPC generally assists the Fund in all aspects of its administration and operations, including matters relating to the maintenance of financial records and accounting. OTHER ADMINISTRATIVE SERVICER Counsellors Funds Service, Inc., a wholly owned subsidiary of the Distributor, provides certain administrative services to the Funds not otherwise provided by PFPC. The services provided and fees payable by the Funds for these services are described in the State of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." 9 TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN PNC Bank serves as the Fund's custodian and PFPC serves as the Fund's transfer agent and dividend disbursing agent. PFPC's principal offices are located at 400 Bellevue Parkway, Wilmington, Delaware 19899. PFPC may enter into shareholder servicing agreements with registered broker-dealers who have entered into dealer agreements with the Distributor ("Authorized Dealers") for the provision of certain shareholder support services to customers of such Authorized Dealers who are shareholders of the Fund. The services provided and the fees payable by the Fund for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." EXPENSES The expenses of the Portfolio are deducted from its total income before dividends are paid. These expenses include, but are not limited to, fees paid to the Adviser, fees and expenses of officers and directors who are not affiliated with any of the Fund's investment advisers, sub-advisers or the Fund's 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 prospectuses and statements of additional information 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 which 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 at the time such expenses are incurred. Distribution expenses, transfer agency expenses, expenses of preparation, printing and distributing prospectuses, statements of additional information, proxy statements and reports to shareholders, and registration fees, identified as belonging to a particular class, are allocated to such class. 10 The Adviser has agreed to reimburse the Fund on a pro rata basis for the amount, if any, by which the total operating and management expenses of the Fund for any fiscal year exceed the most restrictive state blue sky expense limitation in effect from time to time, to the extent required by such limitation. The Adviser may assume expenses of the Fund from time to time. In certain circumstances, it may assume such expenses on the condition that it is reimbursed by the Fund for such amounts prior to the end of a fiscal year. In such event, the reimbursement of such amounts will have the effect of increasing the Fund's expense ratio and of decreasing yield to investors. PORTFOLIO TRANSACTIONS The Adviser may consider a number of factors in determining which brokers to use in purchasing or selling the Fund's securities. These factors, which are more fully discussed in the Statement of Additional Information, include, but are not limited to, research services, the reasonableness of commissions and quality of services and execution. Transactions for the Fund may be effected through broker/dealers, subject to the requirements of best execution. The Fund may enter into brokerage transactions with and pay brokerage commissions to brokers that are affiliated persons (as such term is defined in the 1940 Act) provided that the terms of the brokerage transactions comply with the provisions of the 1940 Act. DISTRIBUTION OF SHARES Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary of Warburg, Pincus Counsellors, Inc., with offices at 466 Lexington Avenue, New York, New York, acts as distributor for the Shares pursuant to a distribution contract (the "Distribution Contract") with RBB on behalf of the Shares. The Board of Directors of the Fund approved and adopted a Distribution Contract and Plan of Distribution for the Shares (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive from the Fund a distribution fee, which is accrued daily and paid monthly, of up to **[0.25%]** on an annualized basis of the average daily net assets of the Fund. The actual amount of such compensation under the Plan is agreed upon by the RBB's Board of Directors and by the Distributor. Under the Distribution Contract, the Distributor has agreed to accept compensation for its services thereunder and under the Plan in the amount of **[0.25%]** of the 11 average daily net assets of the Fund on an annualized basis in any year. Such compensation may be increased, up to the amount permitted in the Plan, with the approval of the RBB's Board of Directors. The Distributor may, in its discretion, from time to time waive voluntarily all or any portion of its distribution fee. Amounts paid to the Distributor under the Fund's 12b-1 Plan may be used by the Distributor to cover expenses that are related to (i) the sale of Investor Shares of the Fund, (ii) ongoing servicing and/or maintenance of the accounts of shareholders of the Fund, and (iii) sub-transfer agency services, subaccounting services or administrative services related to the sale of the Investor Shares of the Fund, all as set forth in the Fund's 12b-1 Plan. Under the dealer agreements in effect with respect to the Shares, the Distributor has agreed to reallocate up to all of the compensation it receives for its services under the Distribution Contract and the Plan to Authorized Dealers, based upon the aggregate investment amounts maintained by customers of such Authorized Dealers in the Fund. The Distributor may also reimburse Authorized Dealers for other expenses incurred in the promotion of the sale of Shares. The Distributor and/or Authorized Dealers pay for the cost of printing (excluding typesetting) and mailing to prospective investors prospectuses and other materials relating to the Portfolio as well as for related direct mail, advertising and promotional expenses. The Plan obligates the Fund, during the period it is in effect, to accrue and pay to the Distributor on behalf of the Fund the fee agreed to under the Distribution Contract. The Plan does not obligate the Fund to reimburse the Distributor for the actual expenses the Distributor may incur in fulfilling its obligations under the Plan on behalf of the Fund. Thus, under the Plan, even if the Distributor's actual expenses exceed the fee payable to the Distributor thereunder at any given time, the Fund will not be obligated to pay more than that fee. If the Distributor's expenses are less than the fee it receives, the Distributor will retain the full amount of the fee. Under the terms of Rule 12b-1, the Plan will remain in effect only if approved at least annually by the RBB's Board of Directors, including those directors who are not "interested persons" of RBB as that term is defined in the 1940 Act and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto ("12b-1 Directors"). The Plan may be terminated at any time by vote of a 12 majority of the 12b-1 Directors or by vote of a majority of the Fund's outstanding voting securities of the Fund. The fee set forth above will be paid by the Fund to the Distributor unless and until the Plan is terminated or not renewed. HOW TO PURCHASE SHARES GENERAL Shares representing an interest in the Fund are offered continuously for sale by the Distributor and may be purchased through Authorized Dealers. Shares may be purchased initially by completing the application included in this Prospectus and forwarding the application, through the designated Authorized Dealer, to the Fund's transfer agent, PFPC. Purchases of Shares may be effected through an Authorized Dealer or by wire to an account to be specified by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of "The Boston Partners Large Cap Value Fund" c/o PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. The name of the Portfolio, Boston Partners Large Cap 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 $10,000 and subsequent investments must be at least $1,000**. The Fund reserves the right to reject any purchase order. Shares may be purchased on any Business Day. A "Business Day" is any day that the New York Stock Exchange (the "NYSE") is open for business. Currently, the NYSE is closed on weekends and New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving Day and Christmas Day (observed). Shares are offered at the next determined net asset value per share, plus a sales load as described below. The price paid for Shares purchased initially or acquired through the exercise of an exchange privilege is based on the net asset value next computed (plus a sales charge, if no sales charge has been previously imposed with respect to such Shares) after an order is received by the Fund's transfer agent. See "Exchange Privilege." Such price will be the net asset value next computed (plus any applicable sales charge) after an order is received by an Authorized Dealer provided such order is transmitted to and received by the Fund's transfer agent prior to its close of business on such day. It is the responsibility of 13 Authorized Dealers to transmit orders received by them to the Fund's transfer agent so they will be received prior to such time. Orders received by the Fund's transfer agent from an Authorized Dealer after its close of business are priced at the net asset value next determined (plus any applicable sales charge) 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 (plus any applicable sales charge) next determined after the Fund's transfer agent receives the order and the completed application. Shareholders whose shares are held in the street name account of an Authorized Dealer and who desire to transfer such shares to the street name account of another Authorized Dealer should contact their current Authorized Dealer. 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 (800)447-1139 (in Delaware call collect (302)791-1149) to obtain the appropriate forms. EXCHANGE PRIVILEGE A shareholder may exchange Shares of the Fund for shares of the RBB Family Money Market and Municipal Money Market Portfolios (the "RBB Family Money Market Portfolios") (collectively, the "Participating Classes") by mail or telephone. Shareholders may also exchange shares of any Participating Class for Shares by mail or telephone. Shares of the Participating Class to be acquired must be registered for sale in the investor's state. Shares of any Participating Class may be acquired by exchange at net asset value (plus any applicable sales charges, if any) of the class to be acquired next determined after the transfer agent's receipt of a request for an exchange. REQUESTS FOR EXCHANGES BETWEEN THE FUND AND RBB FAMILY MONEY MARKET CLASSES WILL BE HONORED ONLY ON MONEY MARKET BUSINESS DAYS. A "Money Market Business Day" is any day that both the NYSE and the Federal Reserve Bank of Philadelphia (the "FRB") are open. The FRB is currently closed on weekends and the same holidays on which the NYSE is closed (except Christmas Day (observed)), as well as Martin Luther King's Birthday, Veterans Day and Columbus Day. 14 No exchange fee is currently imposed on exchanges, although the Fund reserves the right to impose a $5.00 administrative fee for each exchange. However, a sales charge is currently imposed on exchanges of shares in the RBB Family Money Market Portfolios for Shares. An exchange of Shares will be treated as a sale for Federal income tax purposes. See "Taxes." The prospectus and statement of additional information for the Participating Classes may be obtained from any Authorized Dealer or the Distributor. An investor considering an exchange to any of the Participating Classes should refer to such prospectus and statement of additional information for information regarding such class. A shareholder wishing to make an exchange may do so by sending a written request to the Fund's transfer agent. In the case of shareholders holding share certificates, the certificates must accompany the request for an exchange. Shareholders are automatically provided with telephone exchange privileges when opening an account, unless they indicate on the Application that they do not wish to use this privilege. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO EXCHANGE SHARES BY TELEPHONE BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL EXCHANGE REQUESTS. To add a telephone exchange feature to an existing account that previously did not provide for this option, a Telephone Exchange Authorization Form must be filed with PFPC. This form is available from PFPC. Once this election has been made, the shareholder may contact PFPC by telephone to request the exchange (800) 447-1139 (in Delaware call collect (302) 791-1149). The Fund will employ reasonable procedures to confirm that instructions communicated by telephone are genuine, and if the Fund does not employ such procedures, it may be liable for any losses due to unauthorized or fraudulent telephone instructions. Neither the Fund nor PFPC will be liable for any loss, liability, cost or expense for following the Fund's telephone transaction procedures described below or for following instructions communicated by telephone that it reasonably believes to be genuine. The Fund'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 the Fund's records; (3) requiring the Fund'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 15 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 maintaining tapes of telephone transactions for six months, if the fund elects to record shareholder telephone transactions. For accounts held of record by a broker-dealer, trustee, custodian or other agent, additional documentation or information regarding the scope of a caller's authority is required. Finally, for telephone transactions in accounts held jointly, additional information regarding other account holders is required. Telephone transactions will not be permitted in connection with IRA or other retirement plan accounts or by attorney-in-fact under power of attorney. If the exchanging shareholder does not currently own shares of a Participating Class whose shares are being acquired, a new account will be established with the same registration, dividend and capital gain options and Authorized Dealer of record as the account from which Shares are exchanged, unless otherwise specified in writing by the shareholder with all signatures guaranteed by a commercial bank or trust company or a member firm of a national securities exchange. In order to establish a systematic withdrawal plan for the new account, however, an exchanging shareholder must file a specific written request. The exchange privilege may be modified or terminated at any time, or from time to time, by the Fund, upon 60 days written notice to shareholders. If an exchange is to a new Participating Class, the dollar value of shares acquired must equal or exceed the Fund's minimum for a new account; if to an existing account, the dollar value must equal or exceed the Fund's minimum for subsequent investments. If any amount remains in the account from which the exchange is being made, such amount must not drop below the minimum account value required by the Fund. RETIREMENT PLANS Shares may be purchased in conjunction with individual retirement accounts ("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further information as to applications and annual fees, contact the Distributor or an Authorized Dealer. To determine whether the benefits of an IRA are available and/or appropriate, a shareholder should consult with a tax adviser. 16 HOW TO REDEEM SHARES NORMAL REDEMPTION Shareholders may redeem for cash some or all of their Shares of the Fund at any time. To do so, a written request in proper form must be sent directly to Boston Partners Large Cap Value Portfolio c/o PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. There is no charge for a redemption. Shareholders may also place redemption requests through an Authorized Dealer, but such Authorized Dealer might charge a fee for this service. A request for redemption must be signed by all persons in whose names the Shares are registered. Signatures must conform exactly to the account registration. If the proceeds of the redemption would exceed $10,000, or if the proceeds are not to be paid to the record owner at the record address, or if the shareholder is a corporation, partnership, trust or fiduciary, signature(s) must be guaranteed by an eligible guarantor institution, as defined by SEC rules. 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. For example, the Fund will issue share certificates for the Shares if a written request has been made to the Fund's transfer agent. In the case of shareholders holding share certificates, the certificates for the shares being redeemed must accompany the redemption request. Additional documentary evidence of authority is also required by the Fund's transfer agent in the event redemption is requested by a corporation, partnership, trust, fiduciary, executor or administrator. SYSTEMATIC WITHDRAWAL PLAN If your account has a value of at least $10,000, you may establish a Systematic Withdrawal Plan for the Class and receive regular periodic payments. A request to establish a Systematic Withdrawal Plan must be submitted in writing to the Fund's transfer agent, PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO ESTABLISH A SYSTEMATIC WITHDRAWAL PLAN BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL WITHDRAWAL REQUESTS. Each withdrawal redemption will be processed about the 25th of the month and mailed as soon as possible thereafter. There are no service charges for maintenance; the minimum amount that you may 17 withdraw each period is $100. (This is merely the minimum amount allowed and should not be mistaken for a recommended amount.) The holder of a Systematic Withdrawal Plan will have any income dividends and any capital gains distributions reinvested in full and fractional shares at net asset value. To provide funds for payment, Shares will be redeemed in such amount as is necessary at the redemption price, which is net asset value next determined after the Fund's receipt of a redemption request. Redemption of Shares may reduce or possibly exhaust the Shares in your account, particularly in the event of a market decline. As with other redemptions, a redemption to make a withdrawal payment is a sale for Federal income tax purposes. Payments made pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or income since part of such payments may be a return of capital. The maintenance of a Systematic Withdrawal Plan concurrently with purchases of additional Shares would be disadvantageous because of the sales commission involved in the additional purchases. You will ordinarily not be allowed to make additional investments of less than the aggregate annual withdrawals under the Systematic Withdrawal Plan during the time you have the plan in effect and, while a Systematic Withdrawal Plan is in effect, you may not make periodic investments under Automatic Investing. You will receive a confirmation of each transaction showing the sources of the payment and the share and cash balance remaining in your plan. The plan may be terminated on written notice by the shareholder or by the Fund and will terminate automatically if all Shares are liquidated or withdrawn from the account or upon the death or incapacity of the shareholder. You may change the amount and schedule of withdrawal payments or suspend such payments by giving written notice to the Fund's transfer agent at least seven Business Days prior to the end of the month preceding a scheduled payment. 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's transfer agent. Payment 18 for Shares redeemed is made by check mailed within seven days after acceptance by the Fund's transfer agent of the request and any other necessary documents in proper order. Such payment may be postponed or the right of redemption suspended as provided by the rules of the SEC. If the Shares to be redeemed have been recently purchased by check, 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. NET ASSET VALUE The net asset value for 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 is calculated as of 4:00 p.m. Eastern Time on each Business Day. Valuation of securities held by the Fund is as follows: securities traded on a national securities exchange or on the NASDAQ National Market System are valued at the last reported sale price that day; securities traded on a national securities exchange or on the NASDAQ National Market System for which there were no sales on that day and securities traded on other over-the-counter markets for which market quotations are readily available are valued at the mean of the bid and asked prices; and securities for which market quotations are not readily available are valued at fair market value as determined in good faith by or under the direction of the 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 the Board of Directors, the Fund may use a pricing service, bank or broker-dealer experienced in such matters to value the Portfolio'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 19 Portfolio to the Portfolio's shareholders. All distributions are reinvested in the form of additional full and fractional Shares unless a shareholder elects otherwise. The Portfolio will declare and pay dividends from net investment income annually. Net realized capital gains (including net short-term capital gains), if any, will be distributed at least annually. TAXES The following discussion is only a brief summary of some of the important tax considerations generally affecting the Funds and their shareholders and is not intended as a substitute for careful tax planning. Accordingly, investors in the Funds should consult their tax advisers with specific reference to their own tax situation. Each 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 a Fund qualifies for this tax treatment, such Fund 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 constitute "exempt interest dividends" or 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 any Fund will be taxed to shareholders as long-term capital gain 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. The maximum marginal rate on ordinary income for individuals, trusts and estates is generally 31% while the maximum rate imposed on net capital gain of such taxpayers is 28%. Corporate taxpayers are taxed at the same rates on both ordinary income and capital gains. RBB will send written notices to shareholders annually regarding the tax status of distributions made by each Fund. Dividends declared in October, November or December of any year payable to shareholders of record on a specified date in such a 20 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. Each 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 just prior to a distribution will nevertheless be taxed on the entire amount of the distribution received. Shareholders who exchange Shares representing interests in one Fund for Shares representing interests in another Fund will generally recognize capital gain or loss for Federal income tax purposes. 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. An investment in any one Fund is not intended to constitute a balanced investment program. Future legislative or administrative changes or court decisions may materially affect the tax consequences of investing in one or more Funds of RBB. Shareholders are also urged to consult their tax advisers concerning the application of state and local income taxes to investments in RBB which may differ from the Federal income tax consequences described above. MULTI-CLASS STRUCTURE The Fund offers other classes of shares which are offered directly to institutional investors and financial planners pursuant to separate prospectuses. Shares of each class represent equal pro rata interests in the Fund and accrue dividends and calculate net asset value and performance quotations in the same manner. The Fund quotes performance of the Advisor and Institutional Shares separately from Investor Shares. Because of different fees paid by the Investor Shares, the total return on such shares can be expected, at any time, to be different than the total return on Advisor and Institutional Shares. Information concerning these other classes may be obtained by calling [Counsellors Securities/PFPC] at 1-800- - ]. 21 DESCRIPTION OF SHARES The Fund has authorized capital of thirty billion shares of Common Stock, $.001 par value per share, of which 12.35 billion shares are currently classified into 70 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 BOSTON PARTNERS LARGE CAP VALUE CLASS AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO BOSTON PARTNERS LARGE CAP VALUE CLASS. Each share that represents an interest in a portfolio has an equal proportionate interest in the assets belonging to such portfolio with each other share that represents an interest in such portfolio, even where a share has a different class designation than another share representing an interest in that portfolio. 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. The Fund 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, the Fund will assist in shareholder communication in such matters. Holders of Shares of the Portfolio 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 the Fund will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board of Directors determines that the matter to be voted upon affects only the interests of the shareholders of a particular investment portfolio. (See the Statement of Additional Information under "Additional Information Concerning Fund Shares" for examples when the 1940 Act requires voting by investment portfolio or by class.) Shareholders of the Fund are entitled to one vote for each full share held (irrespective of class or portfolio) and fractional votes for fractional shares held. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of Common Stock of the Fund may elect all of the directors. 22 As of September __, 1996, to the Fund's knowledge, no person held of record or beneficially 25% or more of the outstanding shares of all classes of RBB. OTHER INFORMATION REPORTS AND INQUIRIES Shareholders will receive unaudited semi-annual reports describing the Fund's investment operations and annual financial statements audited by independent accountants. Shareholder inquiries should be addressed to PFPC Inc., the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free (800) 447-1139 (in Delaware call collect (302) 791-1149). SHARE CERTIFICATES The Fund will issue share certificates for the Class only upon the written request of a shareholder sent to PFPC. HISTORICAL PRO-FORMA PERFORMANCE INFORMATION Presented below are the pro forma performance histories of certain managed accounts advised by the Adviser for various periods ended December 31, 1995, assuming total expenses of 1.00%. AVERAGE ANNUAL TOTAL RETURN 1 Year __ Months (From Adviser's commencement of business on ________) ----% -----% The accounts managed by the Adviser have investment objectives, policies and strategies substantially similar to those to be employed in managing the Fund. The historical pro-forma performance information presented above for the managed accounts includes reinvestment of dividends received on the underlying securities. This information is deemed relevant with respect to the Fund because these accounts were managed using substantially the same investment objective, policies, 23 restrictions and methodologies as those to be used by the Fund. The periods shown are the entire periods during which these accounts were managed in this manner. However, this performance information is not necessarily indicative of the future performance of the Fund. Because the Fund will be actively managed, its investments will vary from time to time and will not be identical to the past portfolio investments of the managed accounts. The Fund's performance will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original costs. FUTURE PERFORMANCE INFORMATION From time to time, the Fund may advertise its performance, including comparisons to other mutual funds with similar investment objectives and to stock or other relevant indices. All such advertisements will show the average annual total return over one, five and ten year periods or, if such periods have not yet elapsed, shorter periods corresponding to the life of the Fund. Such total return quotations will be computed by finding the compounded average annual total return for each time period that would equate the assumed initial investment of $1,000 to the ending redeemable value, net of fees, according to a required standardized calculation. The standard calculation is required by the SEC to provide consistency and comparability in investment company advertising. The Fund may also from time to time include in such advertising an aggregate total return figure or a total return figure that is not calculated according to the standardized formula in order to compare more accurately the Fund's performance with other measures of investment return. For example, the Fund's total return may be compared with data published by Lipper Analytical Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company Service, or with the performance of the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average. Performance information may also include evaluation of the Fund by nationally recognized ranking services and information as reported in financial publications such as Business Week, Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times, or other national, regional or local publications. All advertisements containing performance data will include a legend disclosing that such performance data represents past performance and that the investment return and principal value of an investment will fluctuate so that an investor's Shares, when redeemed, may be worth more or less than their original cost. 24 From time to time, the Fund may also advertise its "30-day yield." The yield of the Fund refers to the income generated by an investment in the Fund over the 30-day period identified in the advertisement, and is computed by dividing the net investment income per share earned by a Fund during the period by the maximum public offering price per share of the last day of the period. This income is "annualized" by assuming that the amount of income is generated each month over a one-year period and is compounded semi-annually. The annualized income is then shown as a percentage of the net asset value. The yield on Shares of the Fund will fluctuate and is not necessarily representative of future results. Shareholders should remember that yield is generally a function of portfolio quality and maturity, type of instrument, operating expenses and market conditions. Any fees charged by broker/dealers directly to their customers in connection with investments in the Fund are not reflected in the yields on the Fund's Shares, and such fees, if charged, will reduce the actual return received by shareholders on their investments. 25 SUBJECT TO COMPLETION Preliminary Prospectus Dated September 13, 1996 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. BOSTON PARTNERS LARGE CAP VALUE FUND (ADVISOR SHARES) PROSPECTUS ___________ __, 1996 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 DISTRIBUTION OF SHARES.................................................... 9 HOW TO PURCHASE SHARES.................................................... 11 HOW TO REDEEM SHARES...................................................... 15 NET ASSET VALUE........................................................... 17 DIVIDENDS AND DISTRIBUTIONS............................................... 17 TAXES..................................................................... 18 SHAREHOLDER SERVICING..................................................... 19 MULTI-CLASS STRUCTURE..................................................... 20 DESCRIPTION OF SHARES..................................................... 20 OTHER INFORMATION......................................................... 21 INVESTMENT ADVISER Boston Partners Asset Management, L.P. Boston, Massachusetts CUSTODIAN PNC Bank, N.A. Philadelphia, Pennsylvania TRANSFER AGENT PFPC Inc. Wilmington, Delaware DISTRIBUTOR Counsellors Securities Inc. New York, New York COUNSEL Ballard Spahr Andrews & Ingersoll Philadelphia, Pennsylvania INDEPENDENT ACCOUNTANTS Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania SUBJECT TO COMPLETION Preliminary Prospectus Dated September 13, 1996 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. BOSTON PARTNERS LARGE CAP VALUE FUND (Advisor Class) of The RBB Fund, Inc. Boston Partners Large Cap Value Fund (the "Fund") is an investment portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment company. The shares of Advisor Class ("Shares") offered by this Prospectus represent an interest in the Fund. The Fund is a diversified fund that seeks long-term growth of capital, with current income as a secondary objective, primarily through equity investments, such as common stocks and securities convertible into common stocks. It seeks to achieve such objective by investing in a diversified portfolio consisting of equity securities of issuers with a market capitalization of primarily $1 billion or greater and identified by Boston Partners Asset Management, L.P. (the "Adviser") as value companies. The Adviser examines various factors in determining the value characteristics of such issuers, including: price to book value ratios, price to earnings ratios. These value characteristic are examined in the context of the issuer's operating and financial fundamentals such as return on equity, earnings growth and cash flow. 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 December __, 1996, 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's distributor by calling (800) **[888-9723]**. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PROSPECTUS December __, 1996 A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This (communication) shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. INTRODUCTION RBB is an open-end management investment company incorporated under the laws of the State of Maryland currently operating or proposing to operate twenty separate investment portfolios. The Shares offered by this Prospectus represents an interest in the Boston Partners Large Cap Value Fund. RBB was incorporated in Maryland on February 29, 1988. The Fund is designed primarily for investors seeking investment of funds held in an advisory or other similar capacity, which may include the investment of funds held or managed by broker-dealers, investment counselors and financial planners. Investment professionals such as those listed above may purchase Shares for discretionary or non-discretionary accounts maintained by individuals. FEE TABLE The following tables illustrate all expenses and fees (after expected fee waivers and expenses reimbursements) that a shareholder would incur in each Fund. The expenses and fees in the tables are based on estimates of expenses expected to be incurred for the current fiscal year ending August 31, 1997. SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Charge Imposed on Purchases (as percentage of offering price)............ 0% ANNUAL FUND OPERATING EXPENSES AFTER EXPENSE REIMBURSEMENTS AND WAIVERS* Management fees (after waivers)**............. 0.75% 12b-1 fees (after waivers)**.................. 0.50% Other Expenses (after reimbursements)***...... 0.25% Total Fund Operating Expenses (after waivers and reimbursements)......................... 1.50% ==== * In the absence of expense reimbursements and fees would be as follows: ** Management fees and 12b-1 fees are each based on average daily net assets and are calculated daily and paid monthly. *** The caption "Other Expenses" does not include extraordinary expenses as determined by use of generally accepted accounting principles. 2 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 YEAR* THREE YEARS Boston Partners Large Cap Value Fund................... $ $ 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 a voluntary waiver of "Management fees" for the Fund. However, there can be no assurance that any future waivers of Management fees will not vary from the figure reflected in the Fee Table. To the extent any service providers assume additional expenses of the Fund, such assumption of expenses will have the effect of lowering the Fund's overall expense ratio and increasing its yield to investors. The Example in the Fee Table assumes that all dividends and distributions are reinvested and that the amounts listed under "Annual Fund Operating Expenses After Expense Reimbursements and Waivers" 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. No financial data is supplied for the Fund because, as of the date of this Prospectus, the Fund has no performance history. INVESTMENT OBJECTIVES AND POLICIES The Fund's investment objective is to provide long-term growth of capital with current income as a secondary objective. The Portfolio seeks to achieve its objective by investing in a diversified portfolio consisting primarily of equity securities such as common stocks and securities convertible into common stocks, of issuers with a market capitalization of primarily $1 billion or greater, and identified by the Adviser as value companies. The Adviser examines various factors in determining the value characteristics of such issuers, including: price to book value ratios, price to earnings ratios. These value characteristic are examined in the context of the 3 issuer's operating and financial fundamentals such as return on equity, earnings growth and cash flow. The Adviser selects securities for the Fund based on a continuous study of trends in industries and companies, earning power, growth features and other investment criteria. In general, the Fund's investments are broadly diversified over a number of industries and, as a matter of operating policy, the Fund will not invest more than 25% of its total assets in any one industry. The Fund may invest up to 20% of its total assets in securities of foreign issuers. Investing in securities of foreign issuers involves considerations not typically associated with investing in securities of companies organized and operated in the U.S. 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. The value of the assets of the Fund as measured in U.S. dollars may therefore be affected favorably or unfavorably by changes in exchange rates. There may be less publicly available information concerning foreign issuers than is available with respect to U.S. issuers. Foreign securities may not be registered with the U.S. Securities and Exchange Commission, and generally, foreign companies are not subject to uniform accounting, auditing and financial reporting requirements comparable to those applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign Securities" in the Statement of Additional Information. Under normal market conditions, the Fund will invest a minimum of 65% of its assets in securities of issuers with a market capitalization of $1 Billion or greater. The Fund may invest the remainder of its total assets in equity securities of issuers with lower capitalization; mutual funds; 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. In accordance with the above-mentioned policies, the Fund may also invest in indexed securities, convertible securities, repurchase and reverse repurchase agreements, financial futures contracts, options on futures contracts and may lend portfolio securities. See "Investment Objectives and Policies" in the Statement of Additional Information. The Fund may invest in registered investment companies and investment funds in foreign countries subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and as discussed in "Investment Objectives and Policies" in the Statement of Additional Information. If the Portfolio invests in such investment companies, the Portfolio will bear its proportionate share of the costs incurred by such companies, including investment advisory fees. The Fund may also lend its portfolio securities to financial institutions in accordance with the investment restrictions as discussed in "Investment Objectives and Policies" in the Statement of Additional Information. Such loans would involve risks of delay in receiving additional collateral in the event the value of the collateral decreased below the value of 4 the securities loaned or of delay in recovering the securities loaned or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers deemed by the Adviser to be of good standing and only when, in the Adviser's judgment, the income to be earned from the loans justifies the attendant risks. Any loans of the Fund's securities will be fully collateralized and marked to market daily. The Fund 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. Money market instruments which may be so held are described under "Investment Objectives and Policies" in the Statement of Additional Information. The Fund's investment objective and the policies described above may be changed by the RBB's Board of Directors without the affirmative vote of the holders of a majority of the outstanding Shares representing an interest in the Fund. Such changes may result in the Fund having investment objectives which differ from those an investor may have considered at the time of investment. INVESTMENT LIMITATIONS The Fund may not change the following investment limitations without the affirmative vote of the holders of a majority of the Fund's outstanding Shares. (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 Portfolio'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 Portfolio, except that up to 25% of the value of the Portfolio's total assets may be invested without regard to such limitations. 2. Purchase any securities which would cause, at the time of purchase, more than 25% of the value of the total 5 assets of the Portfolio 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. 3. Borrow money or issue senior securities, except that the Fund may borrow from institutions 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) in excess of 5% of its total assets are outstanding. 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 make changes in its underlying securities holdings consistent with the Adviser's investment recommendation. The Fund retains the right to sell securities irrespective of how long they have been held. Federal income tax law may restrict the extent to which the Fund may engage in short-term trading activities. See "Taxes" in the Statement of Additional Information for a discussion of such federal income tax law restrictions. The Fund estimates that the annual turnover in the Fund will be approximately 75%. 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 an interest in the Fund will fluctuate as the values of its portfolio securities change in response to changing conditions in the equity market. REPURCHASE AND REVERSE REPURCHASE AGREEMENTS The Fund may enter into a repurchase agreement whereby the Fund agrees to purchase securities from financial institutions subject to the seller's agreement to repurchase them at an agreed-upon time and price. Although such selling financial institutions will be institutions deemed credit worthy by the Adviser, and the seller will be required to maintain the 6 value of the securities subject to the agreement, default by or bankruptcy of the seller would 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 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 borrowings under the 1940 Act and may be entered into only for temporary or emergency purposes. 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. MANAGEMENT BOARD OF DIRECTORS The business and affairs of RBB and the Fund are managed under the direction of the RBB's Board of Directors. INVESTMENT ADVISER BOSTON PARTNERS The Adviser, located at One Financial Center, 43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment adviser. The Adviser provides investment management and investment advisory services to investment companies that had aggregate total assets under management as of October 31, 1995, in excess of $2.2 billion. Subject to the supervision and direction of the Trust's Board of Trustees, the Adviser manages the Fund's portfolio in accordance with the Fund's investment objective and policies, make investment decisions for the Fund, place orders to purchase and sell securities, and employ professional portfolio managers and securities analysts who provide research services to the Fund. PORTFOLIO MANAGEMENT [ ], Equity Portfolio Manager of the Adviser, has served as Portfolio Manager of the Fund since August 16, 1995 and manages the day-to-day operations of the Fund, including the oversight of all investment decisions. [ ] previously served as Investment Administrator of the Fund from 1992 until April 1995, while he was a Senior Vice President of The Boston Company Asset Management, Inc. [ ] has managed investment portfolios since 1986. 7 ADMINISTRATOR PFPC Inc. ("PFPC") serves as administrator to the Portfolio. PFPC is an indirect, wholly owned subsidiary of PNC Bank, National Association ("PNC Bank"). PFPC generally assists the Fund in all aspects of its administration and operations, including matters relating to the maintenance of financial records and accounting. OTHER ADMINISTRATIVE SERVICES Counsellors Funds Service, Inc., a wholly owned subsidiary of the Distributor, provides certain administrative services to the Funds not otherwise provided by PFPC. The services provided and fees payable by the Funds for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN PNC Bank serves as the Fund's custodian and PFPC serves as the Fund's transfer agent and dividend disbursing agent. PFPC's principal offices are located at 400 Bellevue Parkway, Wilmington, Delaware 19899. PFPC may enter into shareholder servicing agreements with registered broker-dealers who have entered into dealer agreements with the Distributor ("Intermediary") for the provision of certain shareholder support services to customers of such Intermediaries who are shareholders of the Fund. The services provided and the fees payable by the Fund for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." EXPENSES The expenses of the Portfolio are deducted from its total income before dividends are paid. These expenses include, but are not limited to, fees paid to the Adviser, fees and expenses of officers and directors who are not affiliated with any of the Fund's investment advisers, sub-advisers or the Fund's 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 prospectuses and statements of additional information 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 8 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 which 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 at the time such expenses are incurred. Distribution expenses, transfer agency expenses, expenses of preparation, printing and distributing prospectuses, statements of additional information, proxy statements and reports to shareholders, and registration fees, identified as belonging to a particular class, are allocated to such class. The Adviser has agreed to reimburse the Fund on a pro rata basis for the amount, if any, by which the total operating and management expenses of the Fund for any fiscal year exceed the most restrictive state blue sky expense limitation in effect from time to time, to the extent required by such limitation. The Adviser may assume expenses of the Fund from time to time. In certain circumstances, it may assume such expenses on the condition that it is reimbursed by the Fund for such amounts prior to the end of a fiscal year. In such event, the reimbursement of such amounts will have the effect of increasing the Fund's expense ratio and of decreasing yield to investors. PORTFOLIO TRANSACTIONS The Adviser may consider a number of factors in determining which brokers to use in purchasing or selling the Fund's securities. These factors, which are more fully discussed in the Statement of Additional Information, include, but are not limited to, research services, the reasonableness of commissions and quality of services and execution. Transactions for the Fund may be effected through broker/dealers, subject to the requirements of best execution. The Fund may enter into brokerage transactions with and pay brokerage commissions to brokers that are affiliated persons (as such term is defined in the 1940 Act) provided that the terms of the brokerage transactions comply with the provisions of the 1940 Act. 9 DISTRIBUTION OF SHARES Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary of Warburg, Pincus Counsellors, Inc., with offices at 466 Lexington Avenue, New York, New York, acts as distributor for the Shares pursuant to a distribution contract (the "Distribution Contract") with RBB on behalf of the Shares. The Board of Directors of the Fund approved and adopted a Distribution Contract and Plan of Distribution for the Shares (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive from the Fund a distribution fee, which is accrued daily and paid monthly, of up to **[0.75%]** on an annualized basis of the average daily net assets of the Fund. The actual amount of such compensation under the Plan is agreed upon by the RBB's Board of Directors and by the Distributor. Under the Distribution Contract, the Distributor has agreed to accept compensation for its services thereunder and under the Plan in the amount of **[0.50%]** of the average daily net assets of the Fund on an annualized basis in any year. Such compensation may be increased, up to the amount permitted in the Plan, with the approval of the RBB's Board of Directors. The Distributor may, in its discretion, from time to time waive voluntarily all or any portion of its distribution fee. Amounts paid to the Distributor under the Fund's 12b-1 Plan may be used by the Distributor to cover expenses that are related to (i) the sale of Advisor Shares of the Fund, (ii) ongoing servicing and/or maintenance of the accounts of shareholders of the Fund, and (iii) sub-transfer agency services, subaccounting services or administrative services related to the sale of the Advisor Shares of the Fund, all as set forth in the Fund's 12b-1 Plan. The Distributor may delegate some or all of these functions to an Intermediary, as defined below. See "Shareholder Servicing." The Plan obligates the Fund, during the period it is in effect, to accrue and pay to the Distributor on behalf of the Fund the fee agreed to under the Distribution Contract. The Plan does not obligate the Fund to reimburse the Distributor for the actual expenses the Distributor may incur in fulfilling its obligations under the Plan on behalf of the Fund. Thus, under the Plan, even if the Distributor's actual expenses exceed the fee payable to the Distributor thereunder at any given time, the Fund will not be obligated to pay more than that fee. If the Distributor's expenses are less than the fee it receives, the Distributor will retain the full amount of the fee. Under the terms of Rule 12b-1, the Plan will remain in effect only if approved at least annually by RBB's Board of 10 Directors, including those directors who are not "interested persons" of RBB as that term is defined in the 1940 Act and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto ("12b-1 Directors"). The Plan may be terminated at any time by vote of a majority of the 12b-1 Directors or by vote of a majority of the outstanding voting securities of the Fund. The fee set forth above will be paid by the Fund to the Distributor unless and until the Plan is terminated or not renewed. HOW TO PURCHASE SHARES GENERAL Advisor Shares are available for investment through investment professionals such as broker-dealers, financial planners and other financial intermediaries ("Intermediaries"). The Fund reserves the right to make Advisor Shares available to other investors in the future. Shares representing an interest in the Fund are offered continuously for sale by the Distributor and may be purchased through an Intermediary. Shares may be purchased initially by completing the application included in this Prospectus and forwarding the application through an Intermediary to the Fund's transfer agent, PFPC. Purchases of Shares may be effected through an Intermediary or by wire to an account to be specified by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of "The Boston Partners Large Cap Value Fund" c/o PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. The name of the Portfolio, Boston Partners Large Cap 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 $10,000 and subsequent investments must be at least $1,000. The Fund reserves the right to reject any purchase order. Shares may be purchased on any Business Day. A "Business Day" is any day that the New York Stock Exchange (the "NYSE") is open for business. Currently, the NYSE is closed on weekends and New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving Day and Christmas Day (observed). Shares are offered at the next determined net asset value per share, plus a sales load as described below. The price paid for Shares purchased initially or acquired through the exercise of an exchange privilege is based on the net asset value next computed (plus a sales charge, if no 11 sales charge has been previously imposed with respect to such Shares) after an order is received by the Fund's transfer agent. See "Exchange Privilege." Such price will be the net asset value next computed (plus any applicable sales charge) after an order is received by an Intermediary provided such order is transmitted to and received by the Fund's transfer agent prior to its close of business on such day. It is the responsibility of Intermediaries to transmit orders received by them to the Fund's transfer agent so they will be received prior to such time. Orders received by the Fund's transfer agent from an Intermediary after its close of business are priced at the net asset value next determined (plus any applicable sales charge) 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 (plus any applicable sales charge) next determined after the Fund's transfer agent receives the order and the completed application. Shareholders whose shares are held in the street name account of an Intermediary and who desire to transfer such shares to the street name account of another Intermediary should contact their current Intermediary. 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 (800)447-1139 (in Delaware call collect (302)791-1149) to obtain the appropriate forms. EXCHANGE PRIVILEGE A shareholder may exchange Shares of the Fund for shares of the RBB Family Money Market and Municipal Money Market Portfolios (the "RBB Family Money Market Portfolios") (collectively, the "Participating Classes") by mail or telephone. Shareholders may also exchange shares of any Participating Class for Shares by mail or telephone. Shares of the Participating Class to be acquired must be registered for sale in the investor's state. Shares of any Participating Class may be acquired by exchange at net asset value (plus any applicable sales charges, if any) of the class to be acquired next determined after the transfer agent's receipt of a request for an exchange. REQUESTS FOR EXCHANGES BETWEEN THE FUND AND RBB FAMILY MONEY MARKET CLASSES WILL BE HONORED ONLY ON MONEY MARKET BUSINESS DAYS. A "Money Market Business Day" is any day that both the NYSE and the Federal Reserve Bank of Philadelphia (the "FRB") are open. The FRB is currently closed on weekends and the same holidays on which the NYSE is closed (except Christmas Day 12 (observed)), as well as Martin Luther King's Birthday, Veterans Day and Columbus Day. No exchange fee is currently imposed on exchanges, although the Fund reserves the right to impose a $5.00 administrative fee for each exchange. However, a sales charge is currently imposed on exchanges of shares in the RBB Family Money Market Portfolios for Shares. An exchange of Shares will be treated as a sale for Federal income tax purposes. See "Taxes." The prospectus and statement of additional information for the Participating Classes may be obtained from any Intermediary or the Distributor. An investor considering an exchange to any of the Participating Classes should refer to such prospectus and statement of additional information for information regarding such class. A shareholder wishing to make an exchange may do so by sending a written request to the Fund's transfer agent. In the case of shareholders holding share certificates, the certificates must accompany the request for an exchange. Shareholders are automatically provided with telephone exchange privileges when opening an account, unless they indicate on the Application that they do not wish to use this privilege. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO EXCHANGE SHARES BY TELEPHONE BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL EXCHANGE REQUESTS. To add a telephone exchange feature to an existing account that previously did not provide for this option, a Telephone Exchange Authorization Form must be filed with PFPC. This form is available from PFPC. Once this election has been made, the shareholder may contact PFPC by telephone to request the exchange (800) 447-1139 (in Delaware call collect (302) 791-1149). The Fund will employ reasonable procedures to confirm that instructions communicated by telephone are genuine, and if the Fund does not employ such procedures, it may be liable for any losses due to unauthorized or fraudulent telephone instructions. Neither the Fund nor PFPC will be liable for any loss, liability, cost or expense for following the Fund's telephone transaction procedures described below or for following instructions communicated by telephone that it reasonably believes to be genuine. The Fund'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 the Fund's records; (3) requiring the Fund'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 13 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 maintaining tapes of telephone transactions for six months, if the fund elects to record shareholder telephone transactions. For accounts held of record by a broker-dealer, trustee, custodian or other agent, additional documentation or information regarding the scope of a caller's authority is required. Finally, for telephone transactions in accounts held jointly, additional information regarding other account holders is required. Telephone transactions will not be permitted in connection with IRA or other retirement plan accounts or by attorney-in-fact under power of attorney. If the exchanging shareholder does not currently own shares of a Participating Class whose shares are being acquired, a new account will be established with the same registration, dividend and capital gain options and Intermediary of record as the account from which Shares are exchanged, unless otherwise specified in writing by the shareholder with all signatures guaranteed by a commercial bank or trust company or a member firm of a national securities exchange. In order to establish a systematic withdrawal plan for the new account, however, an exchanging shareholder must file a specific written request. The exchange privilege may be modified or terminated at any time, or from time to time, by the Fund, upon 60 days written notice to shareholders. If an exchange is to a new Participating Class, the dollar value of shares acquired must equal or exceed the Fund's minimum for a new account; if to an existing account, the dollar value must equal or exceed the Fund's minimum for subsequent investments. If any amount remains in the account from which the exchange is being made, such amount must not drop below the minimum account value required by the Fund. RETIREMENT PLANS Shares may be purchased in conjunction with individual retirement accounts ("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further information as to applications and annual fees, contact the Distributor or an Intermediary. To determine whether the benefits of an IRA are available and/or appropriate, a shareholder should consult with a tax adviser. 14 HOW TO REDEEM SHARES NORMAL REDEMPTION Shareholders may redeem for cash some or all of their Shares of the Fund at any time. To do so, a written request in proper form must be sent directly to Boston Partners Large Cap Value Portfolio c/o PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. There is no charge for a redemption. Shareholders may also place redemption requests through an Intermediary, but such Intermediary might charge a fee for this service. A request for redemption must be signed by all persons in whose names the Shares are registered. Signatures must conform exactly to the account registration. If the proceeds of the redemption would exceed $10,000, or if the proceeds are not to be paid to the record owner at the record address, or if the shareholder is a corporation, partnership, trust or fiduciary, signature(s) must be guaranteed by an eligible guarantor institution, as defined by SEC rules. 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. For example, the Fund will issue share certificates for the Shares if a written request has been made to the Fund's transfer agent. In the case of shareholders holding share certificates, the certificates for the shares being redeemed must accompany the redemption request. Additional documentary evidence of authority is also required by the Fund's transfer agent in the event redemption is requested by a corporation, partnership, trust, fiduciary, executor or administrator. SYSTEMATIC WITHDRAWAL PLAN If your account has a value of at least $10,000, you may establish a Systematic Withdrawal Plan for the Class and receive regular periodic payments. A request to establish a Systematic Withdrawal Plan must be submitted in writing to the Fund's transfer agent, PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO ESTABLISH A SYSTEMATIC WITHDRAWAL PLAN BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL WITHDRAWAL REQUESTS. Each withdrawal redemption will be processed about the 25th of the month and mailed as soon as possible thereafter. There are no service charges for maintenance; the minimum amount that you may withdraw each period is $100. (This is merely the minimum amount allowed and should not be mistaken for a recommended amount.) The holder of a Systematic Withdrawal Plan will have any income dividends and any capital gains distributions reinvested in full 15 and fractional shares at net asset value. To provide funds for payment, Shares will be redeemed in such amount as is necessary at the redemption price, which is net asset value next determined after the Fund's receipt of a redemption request. Redemption of Shares may reduce or possibly exhaust the Shares in your account, particularly in the event of a market decline. As with other redemptions, a redemption to make a withdrawal payment is a sale for Federal income tax purposes. Payments made pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or income since part of such payments may be a return of capital. The maintenance of a Systematic Withdrawal Plan concurrently with purchases of additional Shares would be disadvantageous because of the sales commission involved in the additional purchases. You will ordinarily not be allowed to make additional investments of less than the aggregate annual withdrawals under the Systematic Withdrawal Plan during the time you have the plan in effect and, while a Systematic Withdrawal Plan is in effect, you may not make periodic investments under Automatic Investing. You will receive a confirmation of each transaction showing the sources of the payment and the share and cash balance remaining in your plan. The plan may be terminated on written notice by the shareholder or by the Fund and will terminate automatically if all Shares are liquidated or withdrawn from the account or upon the death or incapacity of the shareholder. You may change the amount and schedule of withdrawal payments or suspend such payments by giving written notice to the Fund's transfer agent at least seven Business Days prior to the end of the month preceding a scheduled payment. 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's transfer agent. Payment for Shares redeemed is made by check mailed within seven days after acceptance by the Fund's transfer agent of the request and any other necessary documents in proper order. Such payment may be postponed or the right of redemption suspended as provided by the rules of the SEC. If the Shares to be redeemed have been recently purchased by check, the Fund's transfer agent may delay mailing a redemption check, which may be a period of up to 15 16 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. NET ASSET VALUE The net asset value for 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 is calculated as of 4:00 p.m. Eastern Time on each Business Day. Valuation of securities held by the Fund is as follows: securities traded on a national securities exchange or on the NASDAQ National Market System are valued at the last reported sale price that day; securities traded on a national securities exchange or on the NASDAQ National Market System for which there were no sales on that day and securities traded on other over-the-counter markets for which market quotations are readily available are valued at the mean of the bid and asked prices; and securities for which market quotations are not readily available are valued at fair market value as determined in good faith by or under the direction of the 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 the Board of Directors, the Fund may use a pricing service, bank or broker-dealer experienced in such matters to value the Portfolio'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 Portfolio to the Portfolio's shareholders. All distributions are reinvested in the form of additional full and fractional Shares unless a shareholder elects otherwise. The Portfolio will declare and pay dividends from net investment income annually. Net realized capital gains (including net short-term capital gains), if any, will be distributed at least annually. 17 TAXES The following discussion is only a brief summary of some of the important tax considerations generally affecting the Funds and their shareholders and is not intended as a substitute for careful tax planning. Accordingly, investors in the Funds should consult their tax advisers with specific reference to their own tax situation. Each 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 a Fund qualifies for this tax treatment, such Fund 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 constitute "exempt interest dividends" or 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 any Fund will be taxed to shareholders as long-term capital gain 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. The maximum marginal rate on ordinary income for individuals, trusts and estates is generally 31% while the maximum rate imposed on net capital gain of such taxpayers is 28%. Corporate taxpayers are taxed at the same rates on both ordinary income and capital gains. RBB will send written notices to shareholders annually regarding the tax status of distributions made by each Fund. Dividends declared in October, November or December of any year payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders on December 31, provided such dividends are paid during January of the following year. Each 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 just prior to a distribution will nevertheless be taxed on the entire amount of the distribution received. 18 Shareholders who exchange Shares representing interests in one Fund for Shares representing interests in another Fund will generally recognize capital gain or loss for Federal income tax purposes. 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. An investment in any one Fund is not intended to constitute a balanced investment program. Future legislative or administrative changes or court decisions may materially affect the tax consequences of investing in one or more Funds of RBB. Shareholders are also urged to consult their tax advisers concerning the application of state and local income taxes to investments in RBB which may differ from the Federal income tax consequences described above. SHAREHOLDER SERVICING The Fund is authorized to offer Advisor Shares to Intermediaries whose clients or customers ("Customers") are beneficial owners of Advisor Shares. Those Intermediaries may enter into service agreements ("Agreements") related to the sale of the Advisor Shares with the Distributor pursuant to a Distribution Plan, as described below. Pursuant to the terms of an Agreement, the Intermediary agrees to perform certain distribution, shareholder servicing, administrative and accounting services for its Customers. Distribution services would be marketing or other services in connection with the promotion and sale of Advisor Shares. Shareholder services that may be provided include responding to Customer inquiries, providing information on Customer investments and providing other shareholder liaison services. Administrative and accounting services related to the sale of the Advisor Shares may include (i) aggregating and processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's transfer agent, (ii) processing dividend payments from the Fund on behalf of Customers and (iii) providing sub-accounting relating to the sale of Advisor Shares beneficially owned by Customers or the information to the Fund necessary for subaccounting. RBB's Board of Directors has approved a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act under which the Distributor may pay each participating Intermediary a negotiated fee on an annual basis not to exceed .50% of the value of the average daily net assets of its Customers invested in the Advisor Shares. The Fund may, in the future, enter into additional Agreements with Intermediaries. 19 The Board of Directors of RBB will evaluate the appropriateness of the Plan on a continuing basis. MULTI-CLASS STRUCTURE The Fund offers other classes of shares which are offered directly to individual investors and institutional investors pursuant to separate prospectuses. Shares of each class represent equal pro rata interests in the Fund and accrue dividends and calculate net asset value and performance quotations in the same manner. The Fund quotes performance of the Investor and Institutional Shares separately from Advisor Shares. Because of different fees paid by the Advisor Shares, the total return on such shares can be expected, at any time, to be different than the total return on Investor and Institutional Shares. Information concerning these other classes may be obtained by calling [Counsellors Securities/PFPC] at 1-800- - ]. DESCRIPTION OF SHARES The Fund has authorized capital of thirty billion shares of Common Stock, $.001 par value per share, of which 12.35 billion shares are currently classified into 70 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 BOSTON PARTNERS LARGE CAP VALUE CLASS AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO BOSTON PARTNERS LARGE CAP VALUE CLASS. Each share that represents an interest in a portfolio has an equal proportionate interest in the assets belonging to such portfolio with each other share that represents an interest in such portfolio, even where a share has a different class designation than another share representing an interest in that portfolio. 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. The Fund 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, the Fund will assist in shareholder communication in such matters. 20 Holders of Shares of the Portfolio 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 the Fund will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board of Directors determines that the matter to be voted upon affects only the interests of the shareholders of a particular investment portfolio. (See the Statement of Additional Information under "Additional Information Concerning Fund Shares" for examples when the 1940 Act requires voting by investment portfolio or by class.) Shareholders of the Fund are entitled to one vote for each full share held (irrespective of class or portfolio) and fractional votes for fractional shares held. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of Common Stock of the Fund may elect all of the directors. As of September __, 1996, to the Fund's knowledge, no person held of record or beneficially 25% or more of the outstanding shares of all classes of RBB. OTHER INFORMATION REPORTS AND INQUIRIES Shareholders will receive unaudited semi-annual reports describing the Fund's investment operations and annual financial statements audited by independent accountants. Shareholder inquiries should be addressed to PFPC Inc., the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free (800) 447-1139 (in Delaware call collect (302) 791-1149). SHARE CERTIFICATES The Fund will issue share certificates for the Class only upon the written request of a shareholder sent to PFPC. HISTORICAL PRO-FORMA PERFORMANCE INFORMATION Presented below are the pro forma performance histories of certain managed accounts advised by the Adviser for various periods ended December 31, 1995, assuming total expenses of 1.00%. 21 AVERAGE ANNUAL TOTAL RETURN 1 Year __ Months (From Adviser's commencement of business on ________) ----% -----% The accounts managed by the Adviser have investment objectives, policies and strategies substantially similar to those to be employed in managing the Fund. The historical pro-forma performance information presented above for the managed accounts includes reinvestment of dividends received on the underlying securities. This information is deemed relevant with respect to the Fund because these accounts were managed using substantially the same investment objective, policies, restrictions and methodologies as those to be used by the Fund. The periods shown are the entire periods during which these accounts were managed in this manner. However, this performance information is not necessarily indicative of the future performance of the Fund. Because the Fund will be actively managed, its investments will vary from time to time and will not be identical to the past portfolio investments of the managed accounts. The Fund's performance will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original costs. FUTURE PERFORMANCE INFORMATION From time to time, the Fund may advertise its performance, including comparisons to other mutual funds with similar investment objectives and to stock or other relevant indices. All such advertisements will show the average annual total return over one, five and ten year periods or, if such periods have not yet elapsed, shorter periods corresponding to the life of the Fund. Such total return quotations will be computed by finding the compounded average annual total return for each time period that would equate the assumed initial investment of $1,000 to the ending redeemable value, net of fees, according to a required standardized calculation. The standard calculation is required by the SEC to provide consistency and comparability in investment company advertising. The Fund may also from time to time include in such advertising an aggregate total return figure or a total return figure that is not calculated according to the standardized formula in order to compare more accurately the Fund's performance with other measures of investment return. For example, the Fund's total return may be compared with data published by Lipper Analytical Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company Service, or with the performance of the 22 Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average. Performance information may also include evaluation of the Fund by nationally recognized ranking services and information as reported in financial publications such as Business Week, Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times, or other national, regional or local publications. All advertisements containing performance data will include a legend disclosing that such performance data represents past performance and that the investment return and principal value of an investment will fluctuate so that an investor's Shares, when redeemed, may be worth more or less than their original cost. From time to time, the Fund may also advertise its "30-day yield." The yield of the Fund refers to the income generated by an investment in the Fund over the 30-day period identified in the advertisement, and is computed by dividing the net investment income per share earned by a Fund during the period by the maximum public offering price per share of the last day of the period. This income is "annualized" by assuming that the amount of income is generated each month over a one-year period and is compounded semi-annually. The annualized income is then shown as a percentage of the net asset value. The yield on Shares of the Fund will fluctuate and is not necessarily representative of future results. Shareholders should remember that yield is generally a function of portfolio quality and maturity, type of instrument, operating expenses and market conditions. Any fees charged by broker/dealers directly to their customers in connection with investments in the Fund are not reflected in the yields on the Fund's Shares, and such fees, if charged, will reduce the actual return received by shareholders on their investments. 23 SUBJECT TO COMPLETION Preliminary Prospectus Dated September 13, 1996 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. BOSTON PARTNERS LARGE CAP VALUE FUND (INSTITUTIONAL SHARES) PROSPECTUS ___________ __, 1996 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 DISTRIBUTION OF SHARES....................................................... 9 HOW TO PURCHASE SHARES....................................................... 9 HOW TO REDEEM SHARES......................................................... 13 NET ASSET VALUE.............................................................. 15 DIVIDENDS AND DISTRIBUTIONS.................................................. 15 TAXES ....................................................................... 16 MULTI-CLASS STRUCTURE........................................................ 17 DESCRIPTION OF SHARES........................................................ 17 OTHER INFORMATION............................................................ 18 INVESTMENT ADVISER Boston Partners Asset Management, L.P. Boston, Massachusetts CUSTODIAN PNC Bank, N.A. Philadelphia, Pennsylvania TRANSFER AGENT PFPC Inc. Wilmington, Delaware DISTRIBUTOR Counsellors Securities Inc. New York, New York COUNSEL Ballard Spahr Andrews & Ingersoll Philadelphia, Pennsylvania INDEPENDENT ACCOUNTANTS Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania SUBJECT TO COMPLETION Preliminary Prospectus Dated September 13, 1996 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. BOSTON PARTNERS LARGE CAP VALUE FUND (Institutional Class) of The RBB Fund, Inc. Boston Partners Large Cap Value Fund (the "Fund") is an investment portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment company. The shares of Institutional Class ("Shares") offered by this Prospectus represent an interest in the Fund. The Fund is a diversified fund that seeks long-term growth of capital, with current income as a secondary objective, primarily through equity investments, such as common stocks and securities convertible into common stocks. It seeks to achieve such objective by investing in a diversified portfolio consisting of equity securities of issuers with a market capitalization of primarily $1 billion or greater and identified by Boston Partners Asset Management, L.P. (the "Adviser") as value companies. The Adviser examines various factors in determining the value characteristics of such issuers, including: price to book value ratios, price to earnings ratios. These value characteristics are examined in the context of the issuer's operating and financial fundamentals such as return on equity, earnings growth and cash flow. 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 December __, 1996, 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's distributor by calling (800) **[888-9723]**. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PROSPECTUS December __, 1996 A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This (communication) shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. 2 INTRODUCTION RBB is an open-end management investment company incorporated under the laws of the State of Maryland currently operating or proposing to operate twenty separate investment portfolios. The Shares offered by this Prospectus represents an interest in the Boston Partners Large Cap Value Fund. RBB was incorporated in Maryland on February 29, 1988. FEE TABLE The following tables illustrate all expenses and fees (after expected fee waivers and expenses reimbursements) that a shareholder would incur in each Fund. The expenses and fees in the tables are based on estimates of expenses expected to be incurred for the current fiscal year ending August 31, 1997. SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Charge Imposed on Purchases (as percentage of offering price)............ 0% ANNUAL FUND OPERATING EXPENSES AFTER EXPENSE REIMBURSEMENTS AND WAIVERS* Management fees (after waivers)**............. 0.75% 12b-1 fees (after waivers)**.................. [None] Other Expenses (after reimbursements)***...... 0.25% Total Fund Operating Expenses (after waivers and reimbursements)......................... 1.00% ==== * In the absence of expense reimbursements and fees would be as follows: ** Management fees and 12b-1 fees are each based on average daily net assets and are calculated daily and paid monthly. *** The caption "Other Expenses" does not include extraordinary expenses as determined by use of generally accepted accounting principles. 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: 3 ONE YEAR* THREE YEARS Boston Partners Large Cap Value Fund......... $ $ 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 a voluntary waiver of "Management fees" for the Fund. However, there can be no assurance that any future waivers of Management fees will not vary from the figure reflected in the Fee Table. To the extent any service providers assume additional expenses of the Fund, such assumption of expenses will have the effect of lowering the Fund's overall expense ratio and increasing its yield to investors. The Example in the Fee Table assumes that all dividends and distributions are reinvested and that the amounts listed under "Annual Fund Operating Expenses After Expense Reimbursements and Waivers" 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. No financial data is supplied for the Fund because, as of the date of this Prospectus, the Fund has no performance history. INVESTMENT OBJECTIVES AND POLICIES The Fund's investment objective is to provide long-term growth of capital with current income as a secondary objective. The Portfolio seeks to achieve its objective by investing in a diversified portfolio consisting primarily of equity securities such as common stocks and securities convertible into common stocks, of issuers with a market capitalization of primarily $1 billion or greater, and identified by the Adviser as value companies. The Adviser examines various factors in determining the value characteristics of such issuers, including: price to book value ratios, price to earnings ratios. These value characteristics are examined in the context of the issuer's operating and financial fundamentals such as return on equity, earnings growth and cash flow. 4 The Adviser selects securities for the Fund based on a continuous study of trends in industries and companies, earning power, growth features and other investment criteria. In general, the Fund's investments are broadly diversified over a number of industries and, as a matter of operating policy, the Fund will not invest more than 25% of its total assets in any one industry. The Fund may invest up to 20% of its total assets in securities of foreign issuers. Investing in securities of foreign issuers involves considerations not typically associated with investing in securities of companies organized and operated in the U.S. 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. The value of the assets of the Fund as measured in U.S. dollars may therefore be affected favorably or unfavorably by changes in exchange rates. There may be less publicly available information concerning foreign issuers than is available with respect to U.S. issuers. Foreign securities may not be registered with the U.S. Securities and Exchange Commission, and generally, foreign companies are not subject to uniform accounting, auditing and financial reporting requirements comparable to those applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign Securities" in the Statement of Additional Information. Under normal market conditions, the Fund will invest a minimum of 65% of its assets in securities of issuers with a market capitalization of $1 Billion or greater. The Fund may invest the remainder of its total assets in equity securities of issuers with lower capitalization; mutual funds; 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. In accordance with the above-mentioned policies, the Fund may also invest in indexed securities, convertible securities, repurchase and reverse repurchase agreements, financial futures contracts, options on futures contracts and may lend portfolio securities. See "Investment Objectives and Policies" in the Statement of Additional Information. The Fund may invest in registered investment companies and investment funds in foreign countries subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and as discussed in "Investment Objectives and Policies" in the Statement of Additional Information. If the Portfolio invests in such investment companies, the Portfolio will bear its proportionate share of the costs incurred by such companies, including investment advisory fees. The Fund may also lend its portfolio securities to financial institutions in accordance with the investment restrictions as discussed in "Investment Objectives and Policies" in the Statement of Additional Information. 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 5 be made only to borrowers deemed by the Adviser to be of good standing and only when, in the Adviser's judgment, the income to be earned from the loans justifies the attendant risks. Any loans of the Fund's securities will be fully collateralized and marked to market daily. The Fund 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. Money market instruments which may be so held are described under "Investment Objectives and Policies" in the Statement of Additional Information. The Fund's investment objective and the policies described above may be changed by the RBB's Board of Directors without the affirmative vote of the holders of a majority of the outstanding Shares representing an interest in the Fund. Such changes may result in the Fund having investment objectives which differ from those an investor may have considered at the time of investment. INVESTMENT LIMITATIONS The Fund may not change the following investment limitations without the affirmative vote of the holders of a majority of the Fund's outstanding Shares. (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 Portfolio'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 Portfolio, except that up to 25% of the value of the Portfolio's total assets may be invested without regard to such limitations. 2. Purchase any securities which would cause, at the time of purchase, more than 25% of the value of the total assets of the Portfolio to be invested in the obligations of issuers in any single industry, provided that there is no 6 limitation with respect to investments in U.S. Government obligations. 3. Borrow money or issue senior securities, except that the Fund may borrow from institutions 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) in excess of 5% of its total assets are outstanding. 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 make changes in its underlying securities holdings consistent with the Adviser's investment recommendation. The Fund retains the right to sell securities irrespective of how long they have been held. Federal income tax law may restrict the extent to which the Fund may engage in short-term trading activities. See "Taxes" in the Statement of Additional Information for a discussion of such federal income tax law restrictions. The Fund estimates that the annual turnover in the Fund will be approximately 75%. 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 an interest in the Fund will fluctuate as the values of its portfolio securities change in response to changing conditions in the equity market. REPURCHASE AND REVERSE REPURCHASE AGREEMENTS The Fund may enter into a repurchase agreement whereby the Fund agrees to purchase securities from financial institutions subject to the seller's agreement to repurchase them at an agreed-upon time and price. Although such selling financial institutions will be institutions deemed credit worthy by the Adviser, and the seller will be required to maintain the value of the securities subject to the agreement, default by or bankruptcy of the seller would expose the Fund to possible loss 7 because of adverse market action or delays in connection with the disposition of the underlying obligations. 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 borrowings under the 1940 Act and may be entered into only for temporary or emergency purposes. 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. MANAGEMENT BOARD OF DIRECTORS The business and affairs of RBB and the Fund are managed under the direction of the RBB's Board of Directors. INVESTMENT ADVISER BOSTON PARTNERS The Adviser, located at One Financial Center, 43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment adviser. The Adviser provides investment management and investment advisory services to investment companies that had aggregate total assets under management as of October 31, 1995, in excess of $2.2 billion. Subject to the supervision and direction of the Trust's Board of Trustees, the Adviser manages the Fund's portfolio in accordance with the Fund's investment objective and policies, make investment decisions for the Fund, place orders to purchase and sell securities, and employ professional portfolio managers and securities analysts who provide research services to the Fund. PORTFOLIO MANAGEMENT [ ], Equity Portfolio Manager of the Adviser, has served as Portfolio Manager of the Fund since August 16, 1995 and manages the day-to-day operations of the Fund, including the oversight of all investment decisions. [ ] previously served as Investment Administrator of the Fund from 1992 until April 1995, while he was a Senior Vice President of The Boston Company Asset Management, Inc. [ ] has managed investment portfolios since 1986. 8 ADMINISTRATOR PFPC Inc. ("PFPC") serves as administrator to the Portfolio. PFPC is an indirect, wholly owned subsidiary of PNC Bank, National Association ("PNC Bank"). PFPC generally assists the Fund in all aspects of its administration and operations, including matters relating to the maintenance of financial records and accounting. OTHER ADMINISTRATOR SERVICES Counsellors Funds Service, Inc., a wholly owned subsidiary of the Distributor, provides certain administrative services to the Funds not otherwise provided by PFPC. The services provided and fees payable by the Funds for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN PNC Bank serves as the Fund's custodian and PFPC serves as the Fund's transfer agent and dividend disbursing agent. PFPC's principal offices are located at 400 Bellevue Parkway, Wilmington, Delaware 19899. EXPENSES The expenses of the Portfolio are deducted from its total income before dividends are paid. These expenses include, but are not limited to, fees paid to the Adviser, fees and expenses of officers and directors who are not affiliated with any of the Fund's investment advisers, sub-advisers or the Fund's 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 prospectuses and statements of additional information 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 which 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 at the time such 9 expenses are incurred. Distribution expenses, transfer agency expenses, expenses of preparation, printing and distributing prospectuses, statements of additional information, proxy statements and reports to shareholders, and registration fees, identified as belonging to a particular class, are allocated to such class. The Adviser has agreed to reimburse the Fund on a pro rata basis for the amount, if any, by which the total operating and management expenses of the Fund for any fiscal year exceed the most restrictive state blue sky expense limitation in effect from time to time, to the extent required by such limitation. The Adviser may assume expenses of the Fund from time to time. In certain circumstances, it may assume such expenses on the condition that it is reimbursed by the Fund for such amounts prior to the end of a fiscal year. In such event, the reimbursement of such amounts will have the effect of increasing the Fund's expense ratio and of decreasing yield to investors. PORTFOLIO TRANSACTIONS The Adviser may consider a number of factors in determining which brokers to use in purchasing or selling the Fund's securities. These factors, which are more fully discussed in the Statement of Additional Information, include, but are not limited to, research services, the reasonableness of commissions and quality of services and execution. Transactions for the Fund may be effected through broker/dealers, subject to the requirements of best execution. The Fund may enter into brokerage transactions with and pay brokerage commissions to brokers that are affiliated persons (as such term is defined in the 1940 Act) provided that the terms of the brokerage transactions comply with the provisions of the 1940 Act. DISTRIBUTION OF SHARES Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary of Warburg, Pincus Counsellors, Inc., with offices at 466 Lexington Avenue, New York, New York, acts as distributor for the Shares pursuant to a distribution contract (the "Distribution Contract") with RBB on behalf of the Shares. No compensation is payable by the Fund to the Distributor for distribution services. 10 HOW TO PURCHASE SHARES GENERAL Shares representing an interest in the Fund are offered continuously for sale by the Distributor. Except as decided below, the Institutional Shares are currently available for purchase only by clients who have entered into management agreements with the Adviser. Shares may be purchased initially by completing the application included in this Prospectus and forwarding the application to the Fund's transfer agent, PFPC. Purchases of Shares may be effected by wire to an account to be specified by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of "The Boston Partners Large Cap Value Fund" c/o PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. The name of the Portfolio, Boston Partners Large Cap 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 $100,000 and subsequent investments must be at least $5,000. For purposes of meeting the Minimum initial purchase, client which are part of endowments, foundation or other relate groups may be aggregated. The Fund reserves the right to reject any purchase order. Shares may be purchased on any Business Day. A "Business Day" is any day that the New York Stock Exchange (the "NYSE") is open for business. Currently, the NYSE is closed on weekends and New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving Day and Christmas Day (observed). Shares are offered at the next determined net asset value per share, plus a sales load as described below. The price paid for Shares purchased initially or acquired through the exercise of an exchange privilege is based on the net asset value next computed (plus a sales charge, if no sales charge has been previously imposed with respect to such Shares) after an order is received by the Fund's transfer agent. See "Exchange Privilege." Such price will be the net asset value next computed (plus any applicable sales charge) after an order is received by the Fund provided such order is transmitted to and received by the Fund's transfer agent prior to its close of business on such day. Orders received by the Fund's transfer agent after its close of business are priced at the net asset value next determined (plus any applicable sales charge) 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 (plus any applicable sales charge) next determined after the Fund's transfer agent receives the order and the completed application. 11 Shares may be purchased by officers and employees of the Adviser and any pension and profit-sharing plan of the Adviser, without being subject to the minimum investment limitations or the requirement that investors enter into an investment management agreement. 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 (800)447-1139 (in Delaware call collect (302)791-1149) to obtain the appropriate forms. EXCHANGE PRIVILEGE A shareholder may exchange Shares of the Fund for shares of the RBB Family Money Market and Municipal Money Market Portfolios (the "RBB Family Money Market Portfolios") (collectively, the "Participating Classes") by mail or telephone. Shareholders may also exchange shares of any Participating Class for Shares by mail or telephone. Shares of the Participating Class to be acquired must be registered for sale in the investor's state. Shares of any Participating Class may be acquired by exchange at net asset value (plus any applicable sales charges, if any) of the class to be acquired next determined after the transfer agent's receipt of a request for an exchange. REQUESTS FOR EXCHANGES BETWEEN THE FUND AND RBB FAMILY MONEY MARKET CLASSES WILL BE HONORED ONLY ON MONEY MARKET BUSINESS DAYS. A "Money Market Business Day" is any day that both the NYSE and the Federal Reserve Bank of Philadelphia (the "FRB") are open. The FRB is currently closed on weekends and the same holidays on which the NYSE is closed (except Christmas Day (observed)), as well as Martin Luther King's Birthday, Veterans Day and Columbus Day. No exchange fee is currently imposed on exchanges, although the Fund reserves the right to impose a $5.00 administrative fee for each exchange. However, a sales charge is currently imposed on exchanges of shares in the RBB Family Money Market Portfolios for Shares. An exchange of Shares will be treated as a sale for Federal income tax purposes. See "Taxes." The prospectus and statement of additional information for the Participating Classes may be obtained from the Distributor. An investor considering an exchange to any of the Participating Classes should refer to such prospectus and statement of additional information for information regarding such class. 12 A shareholder wishing to make an exchange may do so by sending a written request to the Fund's transfer agent. In the case of shareholders holding share certificates, the certificates must accompany the request for an exchange. Shareholders are automatically provided with telephone exchange privileges when opening an account, unless they indicate on the Application that they do not wish to use this privilege. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO EXCHANGE SHARES BY TELEPHONE BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL EXCHANGE REQUESTS. To add a telephone exchange feature to an existing account that previously did not provide for this option, a Telephone Exchange Authorization Form must be filed with PFPC. This form is available from PFPC. Once this election has been made, the shareholder may contact PFPC by telephone to request the exchange (800) 447-1139 (in Delaware call collect (302) 791-1149). The Fund will employ reasonable procedures to confirm that instructions communicated by telephone are genuine, and if the Fund does not employ such procedures, it may be liable for any losses due to unauthorized or fraudulent telephone instructions. Neither the Fund nor PFPC will be liable for any loss, liability, cost or expense for following the Fund's telephone transaction procedures described below or for following instructions communicated by telephone that it reasonably believes to be genuine. The Fund'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 the Fund's records; (3) requiring the Fund'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 maintaining tapes of telephone transactions for six months, if the fund elects to record shareholder telephone transactions. For accounts held of record by a broker-dealer, trustee, custodian or other agent, additional documentation or information regarding the scope of a caller's authority is required. Finally, for telephone transactions in accounts held jointly, additional information regarding other account holders is required. Telephone transactions will not be permitted in connection with IRA or other retirement plan accounts or by attorney-in-fact under power of attorney. 13 If the exchanging shareholder does not currently own shares of a Participating Class whose shares are being acquired, a new account will be established with the same registration, dividend and capital gain options as the account from which Shares are exchanged, unless otherwise specified in writing by the shareholder with all signatures guaranteed by a commercial bank or trust company or a member firm of a national securities exchange. In order to establish a systematic withdrawal plan for the new account, however, an exchanging shareholder must file a specific written request. The exchange privilege may be modified or terminated at any time, or from time to time, by the Fund, upon 60 days' written notice to shareholders. If an exchange is to a new Participating Class, the dollar value of shares acquired must equal or exceed the Fund's minimum for a new account; if to an existing account, the dollar value must equal or exceed the Fund's minimum for subsequent investments. If any amount remains in the account from which the exchange is being made, such amount must not drop below the minimum account value required by the Fund. RETIREMENT PLANS Shares may be purchased in conjunction with individual retirement accounts ("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further information as to applications and annual fees, contact the Distributor or an AUTHORIZED DEALER. TO DETERMINE WHETHER THE BENEFITS OF AN IRA ARE AVAILABLE AND/OR APPROPRIATE, A SHAREHOLDER SHOULD CONSULT WITH A TAX ADVISER. HOW TO REDEEM SHARES NORMAL REDEMPTION Shareholders may redeem for cash some or all of their Shares of the Fund at any time. To do so, a written request in proper form must be sent directly to Boston Partners Large Cap Value Portfolio c/o PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. 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 by an eligible guarantor institution, as defined by SEC rules. 14 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. For example, the Fund will issue share certificates for the Shares if a written request has been made to the Fund's transfer agent. In the case of shareholders holding share certificates, the certificates for the shares being redeemed must accompany the redemption request. Additional documentary evidence of authority is also required by the Fund's transfer agent in the event redemption is requested by a corporation, partnership, trust, fiduciary, executor or administrator. SYSTEMATIC WITHDRAWAL PLAN If your account has a value of at least $10,000, you may establish a Systematic Withdrawal Plan for the Class and receive regular periodic payments. A request to establish a Systematic Withdrawal Plan must be submitted in writing to the Fund's transfer agent, PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO ESTABLISH A SYSTEMATIC WITHDRAWAL PLAN BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL WITHDRAWAL REQUESTS. Each withdrawal redemption will be processed about the 25th of the month and mailed as soon as possible thereafter. There are no service charges for maintenance; the minimum amount that you may withdraw each period is $100. (This is merely the minimum amount allowed and should not be mistaken for a recommended amount.) The holder of a Systematic Withdrawal Plan will have any income dividends and any capital gains distributions reinvested in full and fractional shares at net asset value. To provide funds for payment, Shares will be redeemed in such amount as is necessary at the redemption price, which is net asset value next determined after the Fund's receipt of a redemption request. Redemption of Shares may reduce or possibly exhaust the Shares in your account, particularly in the event of a market decline. As with other redemptions, a redemption to make a withdrawal payment is a sale for Federal income tax purposes. Payments made pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or income since part of such payments may be a return of capital. The maintenance of a Systematic Withdrawal Plan concurrently with purchases of additional Shares would be disadvantageous because of the sales commission involved in the additional purchases. You will ordinarily not be allowed to make additional investments of less than the aggregate annual withdrawals under the Systematic Withdrawal Plan during the time you have the plan in effect and, while a Systematic Withdrawal Plan is in effect, you may not make periodic investments under Automatic Investing. You will receive a confirmation of each transaction showing the sources of the payment and the share and cash balance remaining in your plan. The plan may be terminated 15 on written notice by the shareholder or by the Fund and will terminate automatically if all Shares are liquidated or withdrawn from the account or upon the death or incapacity of the shareholder. You may change the amount and schedule of withdrawal payments or suspend such payments by giving written notice to the Fund's transfer agent at least seven Business Days prior to the end of the month preceding a scheduled payment. 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's transfer agent. Payment for Shares redeemed is made by check mailed within seven days after acceptance by the Fund's transfer agent of the request and any other necessary documents in proper order. Such payment may be postponed or the right of redemption suspended as provided by the rules of the SEC. If the Shares to be redeemed have been recently purchased by check, 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. NET ASSET VALUE The net asset value for 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 is calculated as of 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 16 available are valued at the mean of the bid and asked prices; and securities for which market quotations are not readily available are valued at fair market value as determined in good faith by or under the direction of the 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 the Board of Directors, the Fund may use a pricing service, bank or broker-dealer experienced in such matters to value the Portfolio'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 Portfolio to the Portfolio's shareholders. All distributions are reinvested in the form of additional full and fractional Shares unless a shareholder elects otherwise. The Portfolio will declare and pay dividends from net investment income annually. Net realized capital gains (including net short-term capital gains), if any, will be distributed at least annually. TAXES The following discussion is only a brief summary of some of the important tax considerations generally affecting the Funds and their shareholders and is not intended as a substitute for careful tax planning. Accordingly, investors in the Funds should consult their tax advisers with specific reference to their own tax situation. Each 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 a Fund qualifies for this tax treatment, such Fund 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 constitute "exempt interest dividends" or that are treated as a return of capital) regardless of whether such distributions are paid in cash or reinvested in additional Shares. 17 Distributions out of the "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), if any, of any Fund will be taxed to shareholders as long-term capital gain 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. The maximum marginal rate on ordinary income for individuals, trusts and estates is generally 31% while the maximum rate imposed on net capital gain of such taxpayers is 28%. Corporate taxpayers are taxed at the same rates on both ordinary income and capital gains. RBB will send written notices to shareholders annually regarding the tax status of distributions made by each Fund. Dividends declared in October, November or December of any year payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders on December 31, provided such dividends are paid during January of the following year. Each 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 just prior to a distribution will nevertheless be taxed on the entire amount of the distribution received. Shareholders who exchange Shares representing interests in one Fund for Shares representing interests in another Fund will generally recognize capital gain or loss for Federal income tax purposes. 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. An investment in any one Fund is not intended to constitute a balanced investment program. Future legislative or administrative changes or court decisions may materially affect the tax consequences of investing in one or more Funds of RBB. Shareholders are also urged to consult their tax advisers concerning the application of state and local income taxes to investments in RBB which may differ from the Federal income tax consequences described above. 18 MULTI-CLASS STRUCTURE The Fund offers other classes of shares which are offered directly to individual investors and financial planners pursuant to separate prospectuses. Shares of each class represent equal pro rata interests in the Fund and accrue dividends and calculate net asset value and performance quotations in the same manner. The Fund quotes performance of the Adviser and Investor Shares separately from Institutional Shares. Because of different fees paid by the Institutional Shares, the total return on such shares can be expected, at any time, to be different than the total return on Adviser and Investor Shares. Information concerning these other classes may be obtained by calling [Counsellors Securities/PFPC] at 1-800- - ]. DESCRIPTION OF SHARES The Fund has authorized capital of thirty billion shares of Common Stock, $.001 par value per share, of which 12.35 billion shares are currently classified into 70 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 BOSTON PARTNERS LARGE CAP VALUE CLASS AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO BOSTON PARTNERS LARGE CAP VALUE CLASS. Each share that represents an interest in a portfolio has an equal proportionate interest in the assets belonging to such portfolio with each other share that represents an interest in such portfolio, even where a share has a different class designation than another share representing an interest in that portfolio. 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. The Fund 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, the Fund will assist in shareholder communication in such matters. Holders of Shares of the Portfolio will vote in the aggregate and not by class on all matters, except where otherwise required by law. Further, shareholders of all investment 19 portfolios of the Fund will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board of Directors determines that the matter to be voted upon affects only the interests of the shareholders of a particular investment portfolio. (See the Statement of Additional Information under "Additional Information Concerning Fund Shares" for examples when the 1940 Act requires voting by investment portfolio or by class.) Shareholders of the Fund are entitled to one vote for each full share held (irrespective of class or portfolio) and fractional votes for fractional shares held. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of Common Stock of the Fund may elect all of the directors. As of September __, 1996, to the Fund's knowledge, no person held of record or beneficially 25% or more of the outstanding shares of all classes of RBB. OTHER INFORMATION REPORTS AND INQUIRIES Shareholders will receive unaudited semi-annual reports describing the Fund's investment operations and annual financial statements audited by independent accountants. Shareholder inquiries should be addressed to PFPC Inc., the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free (800) 447-1139 (in Delaware call collect (302) 791-1149). SHARE CERTIFICATES The Fund will issue share certificates for the Class only upon the written request of a shareholder sent to PFPC. HISTORICAL PRO-FORMA PERFORMANCE INFORMATION Presented below are the pro forma performance histories of certain managed accounts advised by the Adviser for various periods ended December 31, 1995, assuming total expenses of 1.00%. AVERAGE ANNUAL TOTAL RETURN 1 Year __ Months (From Adviser's commencement of business on ________) 20 ----% -----% The accounts managed by the Adviser have investment objectives, policies and strategies substantially similar to those to be employed in managing the Fund. The historical pro-forma performance information presented above for the managed accounts includes reinvestment of dividends received on the underlying securities. This information is deemed relevant with respect to the Fund because these accounts were managed using substantially the same investment objective, policies, restrictions and methodologies as those to be used by the Fund. The periods shown are the entire periods during which these accounts were managed in this manner. However, this performance information is not necessarily indicative of the future performance of the Fund. Because the Fund will be actively managed, its investments will vary from time to time and will not be identical to the past portfolio investments of the managed accounts. The Fund's performance will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original costs. FUTURE PERFORMANCE INFORMATION From time to time, the Fund may advertise its performance, including comparisons to other mutual funds with similar investment objectives and to stock or other relevant indices. All such advertisements will show the average annual total return over one, five and ten year periods or, if such periods have not yet elapsed, shorter periods corresponding to the life of the Fund. Such total return quotations will be computed by finding the compounded average annual total return for each time period that would equate the assumed initial investment of $1,000 to the ending redeemable value, net of fees, according to a required standardized calculation. The standard calculation is required by the SEC to provide consistency and comparability in investment company advertising. The Fund may also from time to time include in such advertising an aggregate total return figure or a total return figure that is not calculated according to the standardized formula in order to compare more accurately the Fund's performance with other measures of investment return. For example, the Fund's total return may be compared with data published by Lipper Analytical Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company Service, or with the performance of the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average. Performance information may also include evaluation of the Fund by nationally recognized ranking services and information as reported in financial publications such as Business Week, Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times, or other national, regional or local publications. All 21 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. From time to time, the Fund may also advertise its "30-day yield." The yield of the Fund refers to the income generated by an investment in the Fund over the 30-day period identified in the advertisement, and is computed by dividing the net investment income per share earned by a Fund during the period by the maximum public offering price per share of the last day of the period. This income is "annualized" by assuming that the amount of income is generated each month over a one-year period and is compounded semi-annually. The annualized income is then shown as a percentage of the net asset value. The yield on Shares of the Fund will fluctuate and is not necessarily representative of future results. Shareholders should remember that yield is generally a function of portfolio quality and maturity, type of instrument, operating expenses and market conditions. Any fees charged by broker/dealers directly to their customers in connection with investments in the Fund are not reflected in the yields on the Fund's Shares, and such fees, if charged, will reduce the actual return received by shareholders on their investments. 22 SUBJECT TO COMPLETION Preliminary Statement of Additional Information Dated September 13, 1996 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. BOSTON PARTNERS LARGE CAP VALUE FUND (Advisor, Investor and Institutional Classes) Of The RBB Fund, Inc. STATEMENT OF ADDITIONAL INFORMATION This Statement of Additional Information provides supplementary information pertaining to shares of the Advisor, Investor and Institutional Classes (the "Shares") representing an interest in the Boston Partners Large Cap Value Fund (the "Portfolio") of The RBB Fund, Inc. (the "Fund"). This Statement of Additional Information is not a prospectus, and should be read only in conjunction with the Boston Partners Large Cap Value Fund Prospectus of the Fund, dated December __, 1996 (the "Prospectus"). A copy of the Prospectus may be obtained from the Fund's distributor by calling toll-free (800) 888-9723. This Statement of Additional Information is dated December __, 1996. CONTENTS Prospectus Page Page ---- ---------- General........................................ 2 2 Investment Objectives and Policies ............ 2 4 Directors and Officers ........................ 12 N/A Investment Advisory, Distribution and Servicing Arrangements ................... 14 6 Portfolio Transactions ........................ 19 8 Purchase and Redemption Information ........... 20 9,13 Valuation of Shares ........................... 21 14 Performance and Yield Information.............. 21 18 Taxes ......................................... 23 15 Additional Information Concerning Fund Shares.. 28 15 Miscellaneous ................................. 28 N/A Financial Statements .......................... N/A N/A Appendix....................................... A-1 N/A NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND 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. GENERAL The RBB Fund, Inc. (the "Fund") is an open-end management investment company currently operating or proposing to operate nineteen separate investment portfolios. The Fund was organized as a Maryland corporation on February29, 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 Portfolio. A description of ratings of certain instruments the Portfolio may purchase is set forth in Appendix A hereto. ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS. LENDING OF PORTFOLIO SECURITIES. The Portfolio 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 the Portfolio's investment 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 Portfolio's securities will be fully collateralized and marked to market daily. The Portfolio does not presently intend to invest more than 5% of net assets in securities lending. INDEXED SECURITIES. The Portfolio 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 Portfolio does not presently intend to invest more than 5% of net assets in indexed securities. CONVERTIBLE SECURITIES. The Portfolio 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 2 yields than those of common stocks of the same or similar issuers. Convertible securities rank senior to common stock in a corporation's capital structure but are usually subordinated to comparable nonconvertible securities. While no securities investment is completely without risk, investments in convertible securities generally entail less risk than the corporation's common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security.Convertible securities have unique investment characteristics in that they generally (1) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (2) are less subject to fluctuation in value than the underlying stock since they have fixed income characteristics and (3) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its "investment value" (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its "conversion value" (the security's worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security's investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security. A convertible security might be subject to redemption at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security held by the Portfolio is called for redemption, the Portfolio will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. The Portfolio does not presently intend to invest more than 5% of net assets in convertible securities. REPURCHASE AGREEMENTS. The Portfolio 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 397 calendar days, provided the repurchase agreement itself matures in less than 397 calendar days. The financial institutions with whom the Portfolio may enter into repurchase agreements will be banks 3 which the 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 Portfolio 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 or Sub-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 Portfolio to possible loss because of adverse market action or delays in connection with the disposition of the underlying obligations. The Portfolio does not presently intend to invest more than 5% of net assets in repurchase agreements. REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements involve the sale of securities held by the Portfolio pursuant to the Portfolio'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 Portfolio will maintain in a segregated account with the Fund's custodian or a qualified sub-custodian, cash, U.S. Government securities or other liquid, high-grade debt securities of an amount at least equal to the market value of the securities, plus accrued interest, subject to the agreement and will monitor the account to ensure that such value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by the Portfolio may decline below the price of the securities the Portfolio is obligated to repurchase. The Portfolio does not presently intend to invest more than 5% of net assets in reverse repurchase agreements. U.S. GOVERNMENT OBLIGATIONS. The Portfolio may purchase U.S. Government agency and instrumentality obligations which are debt securities issued by U.S. Government-sponsored enterprises and Federal agencies. Some obligations of agencies and instrumentalities of the U.S. Government are supported by the full faith and credit of the U.S. 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 Portfolio'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. 4 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, Maritime Administration, the Asian-American Development Bank and the Inter-American Development Bank. The Portfolio does not presently intend to invest more than 5% of net assets in U.S. government securities. ILLIQUID SECURITIES. The Portfolio may not invest more than 15% of its net assets in illiquid securities (including repurchase agreements which have a maturity of longer than seven days), including securities that are illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale. Securities that have legal or contractual restrictions on resale but have a readily available market are not considered illiquid for purposes of this limitation. With respect to the Portfolio, repurchase agreements subject to demand are deemed to have a maturity equal to the notice period. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days. Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities. In recent years, however, a large institutional market has developed for certain securities that are not registered under the Securities Act including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer's ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments. The SEC adopted Rule 144A which allows for a broader institutional trading market for securities otherwise subject to restriction on resale to 5 the general public. Rule 144A establishes a "safe harbor" from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers. The Adviser anticipates that the market for certain restricted securities such as institutional commercial paper will expand further as a result of this regulation and the development of automated systems for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers, such as the PORTAL System sponsored by the National Association of Securities Dealers, Inc. The Adviser will monitor the liquidity of restricted securities in the Portfolio under the supervision of the Board of Directors. In reaching liquidity decisions, the Adviser may consider, INTER ALIA, the following factors:(1) the unregistered nature of the security; (2) the frequency of trades and quotes for the security; (3) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (4) dealer undertakings to make a market in the security; and (5) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer). The Portfolio does not presently intend to invest more than 5% of net assets in illiquid securities. HEDGING INVESTMENTS. At such times as the Adviser deems it appropriate and consistent with the investment objective of the Portfolio, the Portfolio may invest in financial futures contracts and options on financial future contracts. The purpose of such transactions is to hedge against changes in the market value of securities in the Portfolio 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. The Portfolio does not presently intend to invest more than 5% of net assets in hedging investments. FUTURES CONTRACTS. The Portfolio 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, 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 Portfolio's investment adviser when hedge positions were established. The Portfolio does not presently intend to invest more than 5% of net assets in futures contracts. 6 OPTIONS ON FUTURES. The Portfolio 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 Portfolio 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 Portfolio is not fully invested. There is no assurance that the Portfolio 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 Portfolio's ability to effectively hedge its securities. The Portfolio does not presently intend to invest more than 5% of net assets in options on futures. BANK OBLIGATIONS. The Portfolio 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 Portfolio may also make interest-bearing savings deposits in commercial and savings banks in amounts not in excess of 5% of its total assets. The Portfolio does not presently intend to invest more than 5% of net assets in bank obligations. COMMERCIAL PAPER. The Portfolio 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 Portfolio's investment 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 Portfolio may also purchase unrated commercial paper provided that such paper is determined to be of comparable quality by the Portfolio's investment adviser pursuant to guidelines approved by the Fund's Board of Directors. Commercial paper issues in which the Portfolio may invest include securities issued by corporations without registration under 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 7 investors through or with the assistance of investment dealers who make a market in Section 4(2) paper, thus providing liquidity. The Portfolio does not presently intend to invest more than 5% of net assets in commercial paper. VARIABLE RATE DEMAND NOTES. The Portfolio may purchase variable rate demand notes, which are unsecured instruments that permit the indebtedness thereunder to vary and provide for periodic adjustment in the interest rate. Although the notes are not normally traded and there may be no active secondary market in the notes, the Portfolio will be able (at any time or during specified periods not exceeding 397 calendar days, depending upon the note involved) to demand payment of the principal of a note. The notes are not typically rated by credit rating agencies, but issuers of variable rate demand notes must satisfy the same criteria as set forth above for issuers of commercial paper. If an issuer of a variable rate demand note defaulted on its payment obligation, the Portfolio might be unable to dispose of the note because of the absence of an active secondary market. For this or other reasons, the Portfolio might suffer a loss to the extent of the default. The Portfolio invests in variable rate demand notes only when the Portfolio's investment adviser deems the investment to involve minimal credit risk. The Portfolio's investment adviser also monitors the continuing creditworthiness of issuers of such notes to determine whether the Portfolio should continue to hold such notes. The Portfolio does not presently intend to invest more than 5% of net assets in variable rate demand notes. "WHEN-ISSUED" SECURITIES. When-issued securities are securities purchased for delivery beyond the normal settlement date at a stated price and yield. The Portfolio will generally not pay for such securities or start earning interest on them until they are received. Securities purchased on a when-issued basis are recorded as an asset when the commitment is entered into and are subject to changes in value prior to delivery based upon changes in the general level of interest rates. The Portfolio does not presently intend to invest more than 5% of net assets in when-issued securities. INVESTMENT LIMITATIONS. The Portfolio has adopted the following fundamental investment limitations which may not be changed without the affirmative vote of the holders of a majority of the Portfolio's outstanding Shares (as defined in Section 2(a)(42) of the Investment Company Act). The Portfolio may not: 1. Borrow money, except from banks, and only if after such borrowing there is asset coverage of at least 300% for all borrowings of the Portfolio; or mortgage, pledge or hypothecate any of its assets except in connection with any such borrowing and in amounts not in excess of the lesser of the dollar amounts borrowed or 33 1/3% of the value of the Portfolio's total assets at the time of such borrowing; (For the purpose of this restriction, 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 and neither such arrangements nor the purchase 8 or sale of futures or related options are deemed to be the issuance of a senior security for purposes of Investment Limitation No. 2); 2. Issue any senior securities, except as permitted under the Investment Company Act; 3. Act as an underwriter of securities within the meaning of the Securities Act of 1933 except insofar as it might be deemed to be an underwriter upon disposition of certain portfolio securities acquired within the limitation on purchases of restricted securities; 4. Purchase or sell real estate (including real estate limited partnership interests), provided that the Portfolio may invest in securities secured by real estate or interests therein or issued by companies that invest in real estate or interests therein; 5. Purchase or sell commodities or commodity contracts, except that a Portfolio may deal in forward foreign exchange between currencies of the different countries in which it may invest and purchase and sell stock index and currency options, stock index futures, financial futures and currency futures contracts and related options on such futures; 6. Make loans, except through loans of portfolio instruments and repurchase agreements, provided that for purposes of this restriction the acquisition of bonds, debentures or other debt instruments or interests therein and investment in government obligations, Loan Participations and Assignments, short-term commercial paper, certificates of deposit and bankers' acceptances shall not be deemed to be the making of a loan; and 7. Invest more than 25% 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). 8. 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 Portfolio'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 Portfolio, except that up to 25% of the value of the Portfolio's total assets may be invested without regard to such limitations; or 9. The Portfolio may invest in securities issued by other investment companies within the limited prescribed by the 1940 Act. The Portfolio currently intends to limit its investments so that, as determined immediately after a securities purchase is made; (i) not more than 5% of the value of its total assets will be invested in the securities of any one investment company; (ii) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies as a group; and (iii) not more than 3% of the outstanding voting stock of any one 9 investment company will be owned by the Portfolio or by the Fund as a whole. As a shareholder of another investment company, the Portfolio would bear, along with other shareholders, its pro rate 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 Portfolio bears directly in connection with its own operations. ADDITIONAL INVESTMENT LIMITATIONS. In addition to the fundamental investment limitations specified above, the Portfolio may not: 1. Make investments for the purpose of exercising control or management. Investments by the Portfolio in wholly-owned investment entities created under the laws of certain countries will not be deemed the making of investments for the purpose of exercising control or management; 2. Purchase securities on margin, except for short-term credits necessary for clearance of portfolio transactions, and except that the Portfolio may make margin deposits in connection with its use of options, futures contracts, options on futures contracts and forward contracts; 3. Purchase or sell interests in oil, gas or other mineral exploration or development programs, except that the Portfolio may invest in securities issued by companies that engage in oil, gas or other mineral exploration or development activities; and 4. Purchase or retain the securities of any issuer, if those individual officers and directors of the Fund, the Adviser or any subsidiary thereof each owning beneficially more than 1/2 of 1% of the securities of such issuer own in the aggregate more than 5% of the securities of such issuer. The policies set forth above are not fundamental and thus may be changed by the Fund's Board of Directors without a vote of the shareholders. In order to permit the sale of the Portfolio in certain states, the Fund on behalf of the Portfolio has undertaken to adhere to the following investment policies, each of which may be changed without shareholder approval: (1) That the dollar amount of short sales at any one time shall not exceed 25% of the net equity of a Portfolio, and the value of securities of any one issuer in which a Portfolio is short may not exceed the lesser of 2.0% of the value of a Portfolio's net assets or 2.0% of the securities of any class of any issuer. Short sales may be made only in those securities which are fully listed on a national securities exchange. This provision does not include the sale of securities if the Portfolio contemporaneously owns or has the right to 10 obtain securities equivalent in kind and amount to those sold, i.e., short sales against the box. (2) That the investment in warrants, valued at the lower of cost or market, may not exceed 5.0% of the value of a Portfolio's net assets. Included within that amount, but not to exceed 2.0% of the value of a Portfolio's net assets, may be warrants which are not listed on the New York or American Stock Exchange. Warrants acquired by a Portfolio in units or attached to securities may be deemed to be without value. Except for the percentage restrictions applicable 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. In order to permit the sale of Shares of the Portfolio in certain states, the Portfolio may make commitments more restrictive than the investment policies and limitations above. If the Portfolio determines that any such commitment is no longer in its best interest, it will revoke the commitment by terminating sales of its Shares in the state involved. Securities held by the Portfolio generally may not be purchased form, sold or loaned to the Adviser or its affiliates or any of their directors, officers or employees, acting as principal, unless pursuant to a rule or exemptive order under the Investment Company Act. DIRECTORS AND OFFICERS The directors and executive officers of the Fund, their 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 -48* Director Since 1986, Managing 466 Lexington Avenue Director and Assistant New York, NY 10017 Secretary, E. M. Warburg, Pincus & Co., Inc.; Since 1990, Chief Executive Officer and since 1991, Secretary, Counsellors Securities Inc; Officer of various investment companies advised by Warburg, Pincus Counsellors, Inc. Robert Sablowsky -58** Director Since 1985, Executive 14 Wall Street Vice President of New York, NY 10005 Gruntal & Co., Inc., Director, Gruntal & Co., Inc. and Gruntal Financial Corp. 11 Position Principal Occupation Name and Address and Age with Fund During Past Five Years - ------------------------ --------- ---------------------- Francis J. McKay-60 Director Since 1963, Executive 7701 Burholme Avenue Vice President, Fox Chase Philadelphia, PA 1911 Cancer Center (Biomedical research and medical care.) Marvin E. Sternberg -62 Director Since 1974, Chairman, 937 Mt. Pleasant Road Director and President, Bryn Mawr, PA 19010 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 -63 Director Director, Vice Chairman 1969 to present 1234 Market Street Comcast Corporation (cable television and 16th Floor communication); Director Comcast Philadelphia, PA 19107-3723 Cablevision of Philadelphia (cable television and communications) and Nextel (wireless communication) Donald van Roden -72 Director Self-employed businessman. From 1200 Old Mill Lane From February 1980 to March 1987, Vice Wyomissing, PA 19610 Chairman, SmithKline Beckman Corporation (pharmaceuticals); Director, AAA Mid-Atlantic (auto service); Director, Keystone Insurance Co. Edward J. Roach -72 President Certified Public Accountant; Vice Suite 152 and Chairman of the Board, Bellevue Park Treasurer Fox Chase Cancer Center; Trustee Corporate Center Emeritus, Pennsylvania School for the 400 Bellevue Parkway Deaf; Trustee Emeritus, Immaculata Wilmington, DE 19809 College; Vice President and Treasurer of various investment companies advised by PNC Institutional Management Corporation. Morgan R. Jones -56 Secretary Chairman of the law firm of Drinker 1100 PNB Bank Building Biddle & Reath, Philadelphia, Broad and Chestnut Streets Pennsylvania; Director, Rocking Horse Child Care Centers of America, Inc.
12 - ---------- * Mr. Reichman is an "interested person" of the Fund as that term is defined in the 1940 Act by virtue of his position with Counsellors Securities Inc., the Fund's distributor. ** Mr. Sablowsky is an "interested person" of the Fund as that term is defined in the 1940 Act by virtue of his position with Gruntal & Co., Inc., a broker-dealer which sells the Fund's shares. 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 the Fund 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 the Fund when the Board of Directors is not in session. Messrs. McKay, Sternberg, Brodsky and van Roden are members of the Nominating Committee of the Board of Directors. The Nominating Committee recommends to the Board annually all persons to be nominated as directors of the Fund. The Fund 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 Distributer $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. Directors who are not affiliated persons of the Fund are reimbursed for any expenses incurred in attending meetings of the Board of Directors or any committee thereof. For the year ended August31, 1996, each of the following members of the Board of Directors received compensation from the Fund in the following amounts: DIRECTOR COMPENSATION Director Compensation -------- ------------ Julian A. Brodsky $12,525 Francis J. McKay 15,975 Marvin E. Sternberg 16,725 Donald van Roden 21,025 13 On October 24, 1990 the Fund adopted, as a participating employer, the Fund Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement plan for employees (currently Edward J. Roach) pursuant to which the Fund will contribute on a monthly basis amounts equal to 10% of the monthly compensation of each eligible employee. By virtue of the services performed by the Fund's advisers, custodians, administrators and distributor, the Fund itself requires only one part-time employee. No officer, director or employee of Boston Partners or the Distributor currently receives any compensation from the Fund. INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS ADVISORY AGREEMENT. Boston Partners Asset Management, L.P. ("Boston Partners") renders advisory services to the Portfolio pursuant to an Investment Advisory Agreement. The Advisory Agreement is dated ____ __, 1996 and is hereinafter referred to as the "Advisory Contract." Boston Partners has investment discretion for the Portfolio and will make all decisions affecting assets in the Portfolio under the supervision of the Fund's Board of Directors and in accordance with the Portfolio's stated policies. Boston Partners will select investments for the Portfolio. For its services to the Portfolio, Boston Partners will be paid a monthly advisory fee computed at an annual rate of .50% of the Portfolio's average daily net assets. As required by various state regulations, Boston Partners will reimburse the Fund or the Portfolio (as applicable) on a pro rata basis if and to the extent that the aggregate operating expenses of the Fund or the Portfolio exceed applicable state limits for the fiscal year, to the extent required by such state regulations. Currently, the most restrictive of such applicable limits is 21/2% of the first $30 million of average annual net assets, 2% of the next $70 million of average annual net assets and 11/2% of the remaining average annual net assets. Certain expenses, such as brokerage commissions, taxes, interest and extraordinary items, are excluded from this limitation. Whether such expense limitations apply to the Fund as a whole or to the Portfolio on an individual basis depends upon the particular regulations of such states. The Portfolio bears all of its own expenses not specifically assumed by Boston Partners. General expenses of the Fund not readily identifiable as belonging to a portfolio of the Fund are 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 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 its investment adviser; (c) expenses of organizing the Fund that are not attributable to a class of the Fund; (d) certain of the filing fees and expenses relating to the registration and qualification of the 14 Fund and a portfolio's shares under Federal and/or state securities laws and maintaining such registrations and qualifications; (e) fees and salaries payable to the Fund's directors and officers; (f) taxes (including any income or franchise taxes) and governmental fees; (g) costs of any liability and other insurance or fidelity bonds; (h) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Fund or a portfolio for violation of any law; (i) legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; (j) charges of custodians and other agents; (k) 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; (l) 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; (m) any extraordinary expenses; (n) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (o) costs of mailing and tabulating proxies and costs of shareholders' and directors' meetings; (p) costs of PFPC's use of independent pricing services to value a portfolio's securities; and (q) the cost of investment company literature and other publications provided by the Fund to its directors and officers. Distribution expenses, transfer agency expenses, expenses of preparation, printing and mailing prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular class of the Fund, are allocated to such class. Under the Advisory Contract, Boston Partners will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Portfolio in connection with the performance of the Advisory Contract, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Boston Partners in the performance of their respective duties or from reckless disregard of their duties and obligations thereunder. The Advisory Contract was most recently approved on __________, 1996 by vote of the Fund's Board of Directors, including a majority of those directors who are not parties to the Advisory Contracts or interested persons (as defined in the 1940 Act) of such parties. The Advisory Contract was approved by the Portfolio's initial shareholder. The Advisory Contract is terminable by vote of the Fund's Board of Directors or by the holders of a majority of the outstanding voting securities of the Portfolio, at any time without penalty, on 60 days' written notice to Boston Partners. The Advisory Contract may also be terminated by Boston Partners on 60 days' written notice to the Fund. The Advisory Contract terminates automatically in the event of their assignment. CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. PNC Bank is custodian of the Portfolio's assets pursuant to a custodian agreement dated August16, 1988, as amended (the "Custodian Agreement"). Under the Custodian Agreement, PNC Bank (a) maintains a separate account or accounts in the name of the 15 Portfolio (b) holds and transfers portfolio securities on account of the Portfolio, (c) accepts receipts and makes disbursements of money on behalf of the Portfolio, (d) collects and receives all income and other payments and distributions on account of the Portfolio's portfolio securities and (e) makes periodic reports to the Fund's Board of Directors concerning the Portfolio'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 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. For this Portfolio, the fee is calculated based upon the Portfolio'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 Portfolio pursuant to a Transfer Agency Agreement dated November 5, 1991, as supplemented by a Transfer Agency Agreement Supplement, dated __________, 1996 (collectively, the "Transfer Agency Agreement"), under which PFPC (a) issues and redeems shares of the Portfolio, (b) addresses and mails all communications by the Portfolio 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 the Fund's Board of Directors concerning the operations of the Portfolio. PFPC may, on 30 days' notice to the Fund, assign its duties as transfer and dividend disbursing agent to any other affiliate of PNC Bank Corp. For its services to the Fund with respect to the Portfolio, under the Transfer Agency Agreement, PFPC receives a fee at the annual rate of $__ per account in the Portfolio, exclusive of out-of-pocket expenses, and also receives reimbursement of its out-of-pocket expenses. ADMINISTRATION AGREEMENTS. PFPC serves as administrator to the Portfolio pursuant to an Administration and Accounting Services Agreement dated ______ , 1996, (the "Administration Agreement"). PFPC has agreed to furnish to the Fund on behalf of the Portfolio 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. The Administration Agreement provides that PFPC shall not be liable for any error of judgment or mistake of law or any loss suffered by the Fund or the Portfolio 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. In consideration 16 for providing services pursuant to the Administration Agreement, PFPC receives a fee calculated at an annual rate of __% of the Portfolio's average daily net assets, with a minimum fee of $_________. ADMINISTRATIVE SERVICES AGENT. Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly-owned subsidiary of Counsellors Securities Inc. ("Counsellors" or the "Distributor"), also provides certain administrative services to the Portfolio, subject to the supervision and direction of the Board of Directors of the Fund. These services include furnishing certain internal quasi-legal, executive and administrative services, acting as liaison between the Portfolio and the Portfolio's various service providers, furnishing corporate secretarial services, which include assisting in the preparation of materials for meetings of the Fund's Board of Directors, coordinating the preparation of proxy statements and annual, semi-annual and quarterly reports and generally assisting in monitoring and developing compliance procedures for the Portfolio. As compensation for such administrative services, the Fund will pay to Counsellors Service each month a fee for the previous month calculated at the annual rate of __% of the Portfolio's average daily net assets. DISTRIBUTION AGREEMENT. Pursuant to the terms of a distribution contract, dated as of April 10, 1991, and supplements (collectively, the "Distribution Contract") entered into by the Distributor and the Fund on behalf of the Investor and Advisor Classes, and Plans of Distribution for the Investor and Advisor Classes (the "Plans") which were adopted by the Fund in the manner prescribed by Rule 12b-1 under the 1940 Act, the Distributor will use its best efforts to distribute shares of the Investor and Advisor Classes. As compensation for its distribution services, the Distributor will receive, pursuant to the terms of the Distribution Contract, a distribution fee, to be calculated daily and paid monthly by the Investor and Advisor Classes, at the annual rate set forth in the Prospectus. The Distributor currently proposes to reallow up to all of its distribution payments to Authorized Dealers for selling shares of the Investor and Advisor Class Shares based on a percentage of the amounts invested by their customers. On ________, 1996, the Plans were approved by the Fund's Board of Directors, including the directors who are not "interested persons" of the Fund and who have no direct or indirect financial interest in the operation of the Plans or any agreements related to the Plans ("12b-1 Directors"). The Plans were also approved by the sole shareholder of the Class on ________, 1996. Among other things, the Plans provide that: (1) the Distributor shall be required to submit quarterly reports to the directors of the Fund regarding all amounts expended under the Plans and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and any allocated overhead expenses; (2) the Plans will continue in effect only so long as they are approved at least annually, and any material amendment thereto is approved, by the Fund's directors, including the 12b-1 Directors, acting in person at a meeting called for said purpose; (3) the aggregate amount to be spent by the Fund on the distribution 17 of the Fund's shares of the Investor and Advisor Classes under the Plans shall not be materially increased without the affirmative vote of the holders of a majority of the respective shareholders in the Investor and Advisor Classes; and (4) while the Plans remain in effect, the selection and nomination of the Fund's directors who are not "interested persons" of the Fund (as defined in the 1940 Act) shall be committed to the discretion of such directors who are not "interested persons" of the Fund. The Fund believes that the Plans may benefit the Fund by increasing sales of Shares. Mr.Reichman, a Director of the Fund, has an indirect financial interest in the operation of the Plans by virtue of his position as Chief Executive Officer and Secretary of the Distributor. Mr. Sablowsky, a Director of the Fund, has an indirect interest in the operation of the Plans by virtue of his position as Executive Vice President of Gruntal & Co., Inc., a broker-dealer which sells the Fund's shares. PORTFOLIO TRANSACTIONS Subject to policies established by the Board of Directors, Boston Partners is responsible for the execution of portfolio transactions and the allocation of brokerage transactions for the Portfolio. In executing portfolio transactions, Boston Partners seeks to obtain the best net results for the Portfolio, taking into account such factors as the price (including the applicable brokerage commission or dealer spread), size of the order, difficulty of execution and operational facilities of the firm involved. While Boston Partners generally seeks reasonably competitive commission rates, payment of the lowest commission or spread is not necessarily consistent with obtaining the best results in particular transactions. The Portfolio has no obligation to deal with any broker or group of brokers in the execution of portfolio transactions. Boston Partners may, consistent with the interests of the Portfolio and subject to the approval of the Board of Directors, select brokers on the basis of the research, statistical and pricing services they provide to the Portfolio and other clients of Boston Partners. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by Boston Partners under its contract. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that Boston Partners determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of Boston Partners to the Portfolio and its other clients and that the total commissions paid by the Portfolio will be reasonable in relation to the benefits to the Portfolio over the long-term. Investment decisions for the Portfolio and for other investment accounts managed by Boston Partners are made independently of each other in the light of differing conditions. However, the same investment decision may occasionally be made for two or more of such accounts. In such cases, simultaneous transactions are inevitable. Purchases or sales are then 18 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 Portfolio is concerned, in other cases it is believed to be beneficial to the Portfolio. The Portfolio will not purchase securities during the existence of any underwriting or selling group relating to such security of which Boston Partners or any affiliated person (as defined in the 1940 Act) thereof is a member except pursuant to procedures adopted by the Fund's Board of Directors pursuant to Rule 10f-3 under the 1940 Act. Among other things, these procedures, which will be reviewed by the Fund's directors annually, require that the commission paid in connection with such a purchase be reasonable and fair, that the purchase be at not more than the public offering price prior to the end of the first business day after the date of the public offer, and that Boston Partners not participate in or benefit from the sale to the Portfolio. In seeking to implement the policies of the Portfolio, Boston Partners will effect transactions with those dealers it believes provide the most favorable prices and are capable of providing efficient executions. In no instance will portfolio securities be purchased from or sold to the Distributor or Boston Partners or any affiliated person of the foregoing entities except as permitted by SEC exemptive order or by applicable law. The Portfolio expects that its annual portfolio turnover rate will be approximately 75%. A high rate of portfolio turnover involves correspondingly greater brokerage commission expenses and other transaction costs, which must be borne directly by the Portfolio. Federal income tax laws may restrict the extent to which the Portfolio may engage in short-term trading of securities. See "Taxes". The Portfolio 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 The Fund reserves the right, if conditions exist which make cash payments undesirable, to honor any request for redemption or repurchase of the Portfolio's shares by making payment in whole or in part in securities chosen by the Fund and valued in the same way as they would be valued for purposes of computing the Portfolio's net asset value. If payment is made in securities, a shareholder may incur transaction costs in converting these securities into cash. The Fund has elected, however, to be governed by Rule 18f-1 under the 1940 Act so that the 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 the Portfolio. Under the 1940 Act, the Portfolio may suspend the right to redemption or postpone the date of payment upon redemption for any period 19 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. (The Portfolio may also suspend or postpone the recordation of the transfer of its shares upon the occurrence of any of the foregoing conditions.) VALUATION OF SHARES The net asset value per share of the Portfolio is calculated as of 4:00 p.m. Eastern Time on each Business Day. "Business Day" means each weekday when the NYSE is open. Currently, the NYSE is closed on New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving Day and Christmas Day (observed). Securities which are listed on stock exchanges are valued at the last sale price on the day the securities are valued or, lacking any sales on such day, at the mean of the bid and asked prices available prior to the evaluation. In cases where securities are traded on more than one exchange, the securities are generally valued on the exchange designated by the Board of Directors as the primary market. Securities traded in the over-the-counter market and listed on the National Association of Securities Dealers Automatic Quotation System ("NASDAQ") are valued at the last trade price listed on the NASDAQ at 4:00 p.m.; securities listed on NASDAQ for which there were no sales on that day and other over-the-counter securities are valued at the mean of the bid and asked prices available prior to valuation. Securities for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Fund's Board of Directors. The amortized cost method of valuation may also be used with respect to debt obligations with sixty days or less remaining to maturity. In determining the approximate market value of portfolio investments, the Fund may employ outside organizations, which may use a matrix or formula method that takes into consideration market indices, matrices, yield curves and other specific adjustments. This may result in the securities being valued at a price different from the price that would have been determined had the matrix or formula method not been used. All cash, receivables and current payables are carried on the Fund's books at their face value. Other assets, if any, are valued at fair value as determined in good faith by the Fund's Board of Directors. PERFORMANCE AND YIELD INFORMATION TOTAL RETURN. For purposes of quoting and comparing the performance of the Portfolio to that of other mutual funds and to stock or other relevant indices in advertisements or in reports to shareholders, performance may be stated in terms of total return. Under the rules of the 20 SEC, funds advertising performance must include total return quotes calculated according to the following formula: P(1 + T)n = ERV Where: P = a hypothetical initial payment of $1,000 T = average annual total return n = number of years (1, 5 or 10) ERV = ending redeemable value at the end of the 1, 5 or 10 year periods (or fractional portion thereof) of a hypothetical $1,000 payment made at the beginning of the 1, 5 or 10 year periods. Under the foregoing formula, the time periods used in advertising will be based on rolling calendar quarters, updated to the last day of the most recent quarter prior to submission of the advertisement for publication, and will cover one, five and ten year periods or a shorter period dating from the effectiveness of the Fund's registration statement. In calculating the ending redeemable value, the maximum sales load is deducted from the initial $1,000 payment and all dividends and distributions by the Fund are assumed to have been reinvested at net asset value, as described in the Prospectus, on the reinvestment dates during the period. Total return, or "T" in the formula above, is computed by finding the average annual compounded rates of return over the 1, 5 and 10 year periods (or fractional portion thereof) that would equate the initial amount invested to the ending redeemable value. Any sales loads that might in the future be made applicable at the time to reinvestments would be included as would any recurring account charges that might be imposed by the Fund. The Portfolio 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 formula set forth above in order to compare more accurately the Portfolio's performance with other measures of investment return. For example, in comparing the Portfolio's total return with data published by Lipper Analytical Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company Service, or with the performance of the S&P 500 Stock Index or the Dow Jones Industrial Average, as appropriate, the Portfolio may calculate its aggregate and/or average annual total return for the specified periods of time by assuming the investment of $10,000 in Portfolio shares and assuming the reinvestment of each dividend or other distribution at net asset value on the reinvestment date. Such alternative total return information will be given no greater prominence in such advertising than the information prescribed under SEC rules, and all advertisements containing performance data will include a legend disclosing that such performance data represent 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. 21 YIELD. The Portfolio may also advertise its yield. Under the rules of the SEC, a non-money market portfolio advertising yield must calculate yield using the following formula: YIELD = 2[(a-b +1)6 - 1] --- cd Where: a = dividends and interest earned during the period. b = expenses accrued for the period (net of reimbursement). c = the average daily number of shares outstanding during the period that were entitled to receive dividends. d = the maximum offering price per share on the last day of the period. Under the foregoing formula, yield is computed by compounding semi-annually, the net investment income per share earned during a 30-day period divided by the maximum offering price per share on the last day of the period. For the purpose of determining the interest earned (variable "a" in the formula) on debt obligations that were purchased by the Portfolio at a discount or premium, the formula generally calls for amortization of the discount or premium; the amortization schedule will be adjusted monthly to reflect changes in the market values of the debt obligations. TAXES The following is only a summary of certain additional tax considerations generally affecting the Portfolio 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 Portfolio 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 Portfolio has elected to be taxed as a regulated investment company under PartI of SubchapterM of the Internal Revenue Code of 1986, as amended (the "Code"). As a regulated investment company, the Portfolio is exempt from Federal income tax on its net investment income and realized capital gains which 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 and net tax-exempt interest 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. The Distribution Requirement for any year may be waived if a regulated investment company 22 establishes to the satisfaction of the Internal Revenue Service that it is unable to satisfy the Distribution Requirement by reason of distributions previously made for the purpose of avoiding liability for Federal excise tax (discussed below). In addition to satisfaction of the Distribution Requirement, the Portfolio must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans and gains from the sale or other disposition of stock or securities or foreign currencies, or from other income derived with respect to its business of investing in such stock, securities, or currencies (the "Income Requirement") and derive less than 30% of its gross income from the sale or other disposition of any of the following investments, if such investments were held for less than three months: (a) stock or securities (as defined in Section 2(a)(36) of the 1940 Act); (b) options, futures, or forward contracts (other than options, futures or forward contracts on foreign currencies); and (c) foreign currencies (or options, futures or forward contracts on foreign currencies) but only if such currencies (or options, futures or forward contracts) are not directly related to the regulated investment company's principal business of investing in stock or securities (or options and futures with respect to stocks or securities) (the "Short-Short Gain Test"). Interest (including accrued original issue discount and, in the case of debt securities bearing taxable interest income, "accrued market discount") received by the Portfolio at maturity or on disposition of a security held for less than three months will not be treated as gross income derived from the sale or other disposition of such security for purposes of the Short-Short Gain Test. However, any other income which is attributable to realized market appreciation will be treated as gross income from the sale or other disposition of securities for this purpose. Future Treasury regulations may provide that currency gains that are not "directly related" to the Portfolio's principal business of investing in stock or securities (or in options or futures with respect to stock or securities) will not satisfy the Income Requirements. Income derived by a regulated investment company from a partnership or trust will satisfy the Income Requirement only to the extent such income is attributable to items of income of the partnership or trust that would satisfy the Income Requirement if they were realized by a regulated investment company in the same manner as realized by the partnership or trust. In addition to the foregoing requirements, at the close of each quarter of its taxable year, at least 50% of the value of the Portfolio'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 Portfolio has not invested more than 5% of the value of its total assets in securities of such issuer and as to which the Portfolio does not hold more than 10% of the outstanding voting securities of such issuer), and no more than 25% of the value of the Portfolio'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 Portfolio controls and which are engaged in the same or similar trades or businesses (the "Asset Diversification Requirement"). 23 The Internal Revenue Service has taken the position, in informal rulings issued to other taxpayers, that the issuer of a repurchase agreement is the bank or dealer from which securities are purchased. The Portfolio will not enter into repurchase agreements with any one bank or dealer if entering into such agreements would, under the informal position expressed by the Internal Revenue Service, cause it to fail to satisfy the Asset Diversification Requirement. Distributions of investment company taxable income will be taxable (subject to the possible allowance of the dividend received deduction described below) to shareholders as ordinary income, regardless of whether such distributions are paid in cash or are reinvested in shares. Shareholders receiving any distribution from the Fund in the form of additional shares will be treated as receiving a taxable distribution in an amount equal to the fair market value of the shares received, determined as of the reinvestment date. The Portfolio intends to distribute to shareholders its excess of net long-term capital gain over net short-term capital loss ("net capital gain"), if any, for each taxable year. Such gain is distributed as a capital gain dividend and is taxable to shareholders as long-term capital gain, regardless of the length of time the shareholder has held his shares, whether such gain was recognized by the Portfolio prior to the date on which a shareholder acquired shares of the Portfolio and whether the distribution was paid in cash or reinvested in shares. The aggregate amount of distributions designated by the Portfolio as capital gain dividends may not exceed the net capital gain of the Portfolio 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 Portfolio's taxable year. In the case of corporate shareholders, distributions (other than capital gain dividends) of the Portfolio for any taxable year generally qualify for the 70% dividends received deduction to the extent of the gross amount of "qualifying dividends" received by the Portfolio for the year. Generally, a dividend will be treated as a "qualifying dividend" if it has been received from a domestic corporation. However, a dividend received by a taxpayer will not be treated as a "qualifying dividend" if (1) it has been received with respect to any share of stock that the taxpayer has held for 45 days (90 days in the case of certain preferred stock) or less (excluding any day more than 45 days (or 90 days in the case of certain preferred stock) after the date on which the stock becomes ex-dividend), or (2) to the extent that the taxpayer is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. The Fund will designate the portion, if any, of the distribution made by the Portfolio that qualifies for the dividends received deduction in a written notice mailed by the Fund to shareholders not later than 60 days after the close of the Portfolio's taxable year. 24 Investors should note that changes made to the Code by the Tax Reform Act of 1986 and subsequent legislation have not entirely eliminated distinctions in the tax treatment of capital gain and ordinary income distributions. The nominal maximum marginal rate on ordinary income for individuals, trusts and estates is currently 31%, but for individual taxpayers whose adjusted gross income exceeds certain threshold amounts (that differ depending on the taxpayer's filing status) in taxable years beginning before 1996, provisions phasing out personal exemptions and limiting itemized deductions may cause the actual maximum marginal rate to exceed 31%. The maximum rate on the net capital gain of individuals, trusts and estates, however, is in all cases 28%. Capital gains and ordinary income of corporate taxpayers are taxed at a nominal maximum rate of 34% (an effective marginal rate of 39% applies in the case of corporations having taxable income between $100,000 and $335,000). Investors should be aware that any loss realized upon the sale, exchange or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent any capital gain dividends have been paid with respect to such shares. Distributions of net investment income received by the Portfolio 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. If for any taxable year the Portfolio 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 Portfolio's current and accumulated earning and profits. Such distributions will be 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 Portfolio will be disallowed to the extent an investor repurchases shares of the Portfolio 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 Portfolio 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 an exchange of Shares of the Portfolio for shares of another portfolio upon exercise of an exchange privilege. Shareholders may not include the initial sales charge in the tax basis of the Shares exchanged for shares of another portfolio for the purpose of determining gain or loss on the exchange, where the Shares exchanged have been held 90 days or less. The sales charge will increase the basis of the shares acquired through exercise of the exchange privilege (unless the shares acquired are also exchanged for shares of another portfolio within 90 days after the first exchange). 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 25 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. Because the Portfolio intends to distribute all of its taxable income currently, it does not anticipate incurring any liability for this excise tax. However, investors should note that the Portfolio 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 Portfolio expects to qualify as a "regulated investment company" and to be relieved of all or substantially all Federal income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, the Portfolio may be subject to the tax laws of such states or localities. 26 ADDITIONAL INFORMATION CONCERNING FUND SHARES The Fund has authorized capital of thirty billion shares of Common Stock, $.001 par value per share, of which 12.35 billion shares are currently classified 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 (U.S. 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 (U.S. Government Money), 500million 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 (U.S. 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 (Laffer/Canto Equity), 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 (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 (Growth & Income Series 2), 100 million shares are classified as Class EE Common Stock (Balanced Series 2), 50 million shares are classified as Class FF (n/i Micro Cap), 50 million shares are classified as Class GG (n/i Growth), 50 million shares are classified as Class HH (n/i Growth & Value), 100 million shares are classified as Class II (BEA Investor International), 100 million shares are classified as Class JJ (BEA Investor Emerging), 100 million shares are classified as Class KK (BEA Investor High Yield), 100 million shares are classified as Class LL (BEA Investor Global Telecom), 100 million shares are classified as Class MM (BEA Advisor International), 100 million shares are classified as Class NN (BEA Advisor Emerging), 100 million shares are classified as Class OO (BEA Advisor High Yield), 100 million shares are classified as Class PP (BEA Advisor Global Telecom), 100 million shares are classified as ClassQQ (Boston Partners Institutional Large Cap), 100 million shares are classified as ClassRR (Boston Partners Investor Large Cap), 100 million shares are classified as ClassSS (Boston Partners Advisor Large Cap), 700 million shares are classified as Class Janney Money Common Stock, 200 million shares are classified as Class Janney Municipal Money Common Stock, 500 million shares 27 are classified as Class Janney U.S. Government Money Common Stock, 100 million shares are classified as Class Janney N.Y. Municipal Money Common Stock, 1million 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 (U.S. 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 (U.S. 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 (U.S. 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), 1million shares are classified as Epsilon 2 Common Stock (Municipal Money), 1 million shares are classified as Epsilon 3 Common Stock (U.S. Government Money), 1 million shares are classified as Epsilon 4 Common Stock (N.Y. Money), 1 million shares are classified as Zeta 1 Common Stock (Money), 1 million shares are classified as Zeta 2 Common Stock (Municipal Money), 1 million shares are classified as Zeta 3 Common Stock (U.S. 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 (U.S. 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 (U.S. Government Money), and 1 million shares are classified as Theta 4 Common Stock (N.Y. Money). Shares of the Class QQ, RR and SS Common Stock constitute the Boston Partners Institutional Investor and Advisor classes, respectively. Under the Fund'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 sixteen separate "families": the RBB Family, the Cash Preservation Family, the Sansom Street Family, the Bedford Family, the Bradford Family, the BEA Family, the Janney Montgomery Scott Money Family, the n/i 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 RBB Family represents interests in one non-money market portfolio as well as the Money Market and Municipal Money Market Portfolios; the Cash Preservation Family represents interests in the Money Market and Municipal Money Market Portfolios; the Sansom Street Family represents interests in the Money Market, Municipal Money Market and Government Obligations Money Market Portfolios; Bedford Family represents interests in the Money Market, Municipal Money Market, Government Obligations Money Market and New York Municipal Money Market Portfolios; the Bradford Family represents interests in the Municipal Money Market and Government Obligations Money Market Portfolios; the BEA Family represents interests in ten non-money market portfolios; the n/i Family represents interests in three non-money market portfolios; the Boston Partners 28 Family represents interest in one non-money market portfolio; 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 Portfolios. The Fund does not currently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. The Fund's amended By-Laws provide that shareholders owning at least ten percent of the outstanding shares of all classes of Common Stock of the Fund 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, the Fund will assist in shareholder communication in such matters. As stated in the Prospectus, holders of shares of each class of the Fund will vote in the aggregate and not by class on all matters, except where otherwise required by law. Further, shareholders of the Fund will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board of Directors determines that the matter to be voted upon affects only the interests of the shareholders of a particular portfolio. Rule 18f-2 under the 1940 Act provides that any matter required to be submitted by the provisions of the 1940 Act or applicable state law, or otherwise, to the holders of the outstanding securities of an investment company such as the Fund shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares 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 of such portfolio. However, Rule 18f-2 also provides that the ratification of the selection of independent public accountants, the approval of principal underwriting contracts and the election of directors are not subject to the separate voting requirements and may be effectively acted upon by shareholders of an investment company voting without regard to portfolio. Notwithstanding any provision of Maryland law requiring a greater vote of shares of the Fund's common stock (or of any class voting as a class) in connection with any corporate action, unless otherwise provided by law, (for example by Rule 18f-2 discussed above) or by the Fund's Articles of Incorporation, the Fund 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 voting without regard to class (or portfolio). MISCELLANEOUS COUNSEL. The law firm of Ballard Spahr Andrews & Ingersoll, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103 serves as counsel 29 to the Fund, PNC Bank and PFPC. The law firm of Drinker Biddle& Reath, 1100Philadelphia National Bank Building, Broad and Chestnut Streets, Philadelphia, Pennsylvania 19107, serves as counsel to the Fund's independent directors. INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as the Fund's independent accountants. No financial statements appear in this Statement of Additional Information because, as of the date hereof, the Investor, Advisor and Institutional Classes had no performance history. CONTROL PERSONS. As of September 11, 1996, to the Fund's knowledge, the following named persons at the addresses shown below owned of record approximately 5% or more of the total outstanding shares of the class of the Fund indicated below. Such classes are described in the Prospectus. The Fund does not know whether such persons also beneficially own such shares. 30 PORTFOLIO NAME AND ADDRESS PERCENT OWNED - --------- ---------------- ------------- RBB Money Market Portfolio Luanne M. Garvey and Robert J. Garvey 11.2 (Class E) 2729 Woodland Avenue Trooper, PA 19403 Harold T. Erfer 12.2 414 Charles Lane Wynnewood, PA 19096 Karen M. McElhinny and 15.8 Contribution Account 4943 King Arthur Drive Erie, PA 16506 John Robert Estrada and 22.9 Shirley Ann Estrada 1700 Raton Drive Arlington, TX 76018 Eric Levine and Linda & Howard Levine 27.6 67 Lanes Pond Road Howell, NJ 07731 RBB Municipal Money Market William B. Pettus Trust 11.4 Portfolio Augustine W. Pettus Trust (Class F) 827 Winding Path Lane St. Louis, MO 63021-6635 Seymour Fein 88.6 P.O. Box 486 Tremont Post Office Bronx, NY 10457-0486 Cash Preservation Money Market Jewish Family and Children's 57.1 Portfolio Agency of Philadelphia (Class G) Capital Campaign Attn: S. Ramm 1610 Spruce Street Philadelphia, PA 19103 Lynda R. Succ Trustee for in Trust under 12.5 The Lynda R. Campbell Caring Trust 935 Rutger Street St. Louis, MO 63104 Theresa M. Palmer 7.3 5731 N. 4th Street Philadelphia, PA 19120 31 PORTFOLIO NAME AND ADDRESS PERCENT OWNED - --------- ---------------- ------------- Cash Preservation Kenneth Farwell and Valerie 10.1 Municipal Money Market Farwell Jt. Ten Portfolio 3854 Sullivan (Class H) St. Louis, MO 63107 Larnie Johnson and Mary Alice Johnson 16.3 4927 Lee Avenue St. Louis, MO 63115-1726 Andrew Diederich and Doris Diederich 5.6 1003 Lindenman Des Peres, MO 63131 Marcella L. Haugh Caring Tr Dtd 8/12/91 6.7 40 Plaza Square Apt. 202 St. Louis, MO 63101 Emil Hunter and Mary J. Hunter 7.0 428 W. Jefferson Kirkwood, MO 63122 Gary L. Lange and Susan B. Lange 8.2 18 Morfield Street North St. Charles, MO 63304 Sansom Street Money Market Wasner & Co. 17.2 Portfolio FAO Paine Webber and Managed Assets (Class I) Sundry Holdings Attn: Joe Domizio 200 Stevens Drive Lester, PA 19113 Saxon and Co. 76.3 FBO Paine Webber P.O. Box 7780 1888 Philadelphia, PA 19182 Robertson Stephens & Co. 6.5 FBO Exclusive Benefit Investors c/o Eric Moore 555 California Street/No. 2600 San Francisco, CA 94101 Bradford Municipal Money J.C. Bradford & Co. 100 (Class R) 330 Commerce Street Nashville, TN 37201 32 PORTFOLIO NAME AND ADDRESS PERCENT OWNED - --------- ---------------- ------------- Bradford Government J.C. Bradford & Co. 100 Obligations Money 330 Commerce Street (Class S) Nashville, TN 37201 BEA International Equity Blue Cross & Blue Shield of 5.1 (Class T) Massachusetts Inc. Retirement Income Trust 100 Summer Street Boston, MA 02310 BEA High Yield Portfolio Temple Inland Master Retirement Trust 10.2 (Class U) 303 South Temple Drive Diboll, TX 75941 Guenter Full Trust Michelin 16.7 North America Inc. Master Trust P. O. Box 19001 Greenville, SC 29602-9001 Flour Corporation Master Retirement Trust 9.4 2383 Michelson Drive Irvine, CA 92730 C S First Boston Pension Fund 10.0 Park Avenue Plaza, 34th Floor 55 E. 52nd Street New York, NY 10055 Attn: Steve Medici SC Johnson & Son, Inc. Retirement Plan 13.5 1525 Howe Street Racine, WI 53403 GCIU Employer Retirement Fund 9650 Flair Drive 5.3 El Monte, CA 91731-3011 BEA Emerging Markets Equity Wachovia Bank North Carolina Trust for 15.7 Portfolio Carolina Power & Light Co. Supplemental (Class V) Retirement Trust 301 N. Main Street Winston-Salem, NC 27101 33 PORTFOLIO NAME AND ADDRESS PERCENT OWNED - --------- ---------------- ------------- Hall Family Foundation 30.5 P.O. Box 419580 Kansas City, MO 64208 Arkansas Public Employees 10.9 Retirement System 124 W. Capitol Avenue Little Rock, AR 72201 Northern Trust 12.9 Trustee for Pillsbury P.O. Box 92956 Chicago, IL 60675 Amherst H. Wilder Foundation 5.9 919 Lafond Avenue St. Paul, MN 55104 BEA US Core Equity Portfolio Bank of New York 45.2 (Class X) Trust APU Buckeye Pipeline One Wall Street New York, NY 10286 Werner & Pfleiderer Pension 7.4 Plan Employees 663 E. Crescent Avenue Ramsey, NJ 07446 Washington Hebrew Congregation 11.0 3935 Macomb St. NW Washington, DC 20016 Shammut Bank 6.3 TRSY Hospital St. Raphael Malpractice TR ATTN Corporations P.O. Box 82600 Rochester, NY 14692-8900 BEA US Core Fixed Income New England UFCW & Employers' 24.6 Portfolio (Class Y) Pension Fund Board of Trustees 161 Forbes Road, Suite 201 Braintree, MA 02184 W. M. Burke Rehabilitation 5.4 HOSP INC Burke Employee Pension Plan 785 McKardNeck Avenue White Plains, NY 10605 34 PORTFOLIO NAME AND ADDRESS PERCENT OWNED - --------- ---------------- ------------- Patterson & Co. 8.9 P.O. Box 7829 Philadelphia, PA 19102 MAC & Co. 6.9 FAO 176-655 ROBF1766552 Mutual Funds Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 Bank of New York 8.9 Trust Fenway Partners Master Trust One Wall Street, 12th floor New York, NY 10286 Citibank NA 13.5 Trust CS First Boston Corp Emp S/P Attn: Sheila Adams 111 Wall Street, 20th floor Z 1 New York, NY 10043 BEA Global Fixed Income Sunkist Master Trust 36.0 Portfolio (Class Z) 14130 Riverside Drive Sherman Oaks, CA 91423 Patterson & Co. 25.7 P. O. Box 7829 Philadelphia, PA 19101 Key Trust Co. of Ohio 20.8 FBO Eastern Enterp. Collective Inv. Trust P.O. Box 901536 Cleveland, OH 44202-1559 Mary E. Morten 6.2 C/O Credit Suisse New York 12 E. 49th Street, 40th Floor New York, NY 10017 Attn: Portfolio Management BEA Municipal Bond Fund William A. Marquard 36.2 Portfolio 2199 Maysville Rd. (Class AA) Carlisle, KY 40311 35 PORTFOLIO NAME AND ADDRESS PERCENT OWNED - --------- ---------------- ------------- Arnol Leon 12.1 c/o Fiduciary Trust Company P.O. Box 3199 Church Street Station New York, NY 10008 Irwin Bard 8.5 1750 North East 183rd St. North Miami Beach, FL 33160 Matthew M. Sloves and Diane Decker Sloves 5.6 Tenants in Common 1304 Stagecoach Road, S.E. Albuquerque, NM 87123 n/i Micro Cap Fund Charles Schwab & Co. Inc. 12.3 (Class FF) Special Custody Account for the Exclusive Benefit of Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94101 Chase Manhattan Bank 33.7 Trust Collins Group Trust 940 Newport Center Drive Newport Beach, CA 92660 Currie & Co. 6.9 c/o Fiduciary Trust Co. Intl P. O. Box 3199 Church Street Station New York, NY 10008 n/i Growth Fund Charles Schwab & Co. Inc. 21.6 (Class GG) Special Custody Account for the Exclusive Benefit of Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94101 U S Equity Investment Portfolio LP 26.1 c/o Asset Management Advisors Inc. 1001 N. US Hwy Suite 800 Jupiter, FL 33447 36 PORTFOLIO NAME AND ADDRESS PERCENT OWNED - --------- ---------------- ------------- Bank of New York 11.6 Trust Sunkist Growers Inc. 14130 Riverside Drive Sherman Oaks, CA 91423-2392 n/i Growth and Value Charles Schwab & Co. Inc. 32.3 Special Custody Account for the Exclusive Benefit of Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104 Janney Montgomery Scott Money Janney Montgomery Scott 100 Market Portfolio 1801 Market Street (Class Janney Money Market) Philadelphia, PA 19103-1675 Janney Montgomery Scott Janney Montgomery Scott 100 Municipal Money Market 1801 Market Street Portfolio (Class Janney Philadelphia, PA 19103-1675 Municipal Money Market) Janney Montgomery Scott Janney Montgomery Scott 100 Government Obligations Money 1801 Market Street Market Portfolio (Class Janney Philadelphia, PA 19103-1675 Government Obligations Money) Janney Montgomery Scott Janney Montgomery Scott 100 New York Municipal Money 1801 Market Street Market Portfolio (Class Philadelphia, PA 19103-1675 Janney N.Y. Municipal Money) 37 As of such date, no person owned of record or, to the Fund's knowledge, beneficially, more than 25% of the outstanding shares of all classes of the Fund. As of the above date, directors and officers as a group owned less than one percent of the shares of the Fund. LITIGATION. There is currently no material litigation affecting the Fund. FINANCIAL STATEMENTS. No financial statements are supplied because, as of the date of the Prospectus and this Statement of Additional Information, the Portfolio had no operating history. 38 APPENDIX A RATINGS OF DEBT SECURITIES STANDARD & POOR'S CORPORATION AAA Debt rated 'AAA' has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. AA Debt rated 'AA' has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree. A Debt rated 'A' has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. BBB Debt rated "BBB" is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories. BB Debt rated 'BB', 'B', 'CCC', or 'CC' is regarded, on balance, as B predominantly speculative with respect to capacity to pay interest and CCC repay principal in accordance with the terms of the obligation. 'BB' CC indicates the lowest degree of speculation and 'CC' the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. C This rating is reserved for income bonds on which no interest is being paid. D Debt rated "D" is in default, and payment of interest and/or repayment of principal is in arrears. (+) The ratings from 'AAA' or 'CCC' may be modified by the addition of a OR plus or minus sign to show relative standing or within the major rating (-) categories. A-1 * Continuance of the rating is contingent upon S&P's receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. NR Indicates no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy. DEBT OBLIGATIONS OF ISSUERS OUTSIDE THE UNITED STATES AND ITS TERRITORIES are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties. P PROVISIONAL RATINGS: The letter "p" indicates that the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise judgment with respect to such likelihood and risk. NOTES Note rating symbols are as follows: SP-1 Very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus (+) designation. SP-2 Satisfactory capacity to pay principal and interest. SP-3 Speculative capacity to pay principal and interest. COMMERCIAL PAPER A Standard & Poor's 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. Ratings are graded into four categories, ranging from 'A' for the highest quality obligations to 'D' for the lowest. The four categories are as follows: A-2 A Issues assigned this highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the relative degree of safety. A-1 This designation indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign designation. A-2 Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as high as for issues designated 'A-1'. A-3 Issues carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations. B Issues rated 'B' are regarded as having only an adequate capacity for timely payment. However, such capacity may be damaged by changing conditions or short-term adversities. C This rating is assigned to short-term debt obligations with a doubtful capacity for payment. D This rating indicates that the issue is either in default or is expected to be in default upon maturity. VARIABLE RATE DEMAND BONDS Standard & Poor's assigns "dual" ratings to all long-term debt issues that have as part of their provisions a long-term rating and a variable rate demand rating. The first rating addresses the likelihood of repayment of principal and interest due and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the commercial paper rating symbols are used to denote the put option (for example, 'AAA/A-1 +'). If the nominal maturity is short (three years or less), a note rating is assigned. MOODY'S INVESTORS SERVICE RATINGS CORPORATE BONDS Aaa Bonds which are rated Aaa are judged to be the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally A-3 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 which are rated AA 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 which are rated A 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 which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payment 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 Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. A-4 Caa Bondswhich are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca Bondswhich are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. Moody's bond ratings, where specified, are also applied to senior bank obligations with an original maturity in excess of one year. Among the bank obligations covered are bank deposits, bankers acceptance and obligations to deliver foreign exchange. Obligations relying upon support mechanisms such as letters-of-credit are excluded unless explicitly rated. NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. SHORT-TERM NOTES AND VARIABLE RATE DEMAND OBLIGATIONS The following summarizes the ratings used by Moody's for short-term notes and variable rate demand obligations: MIG-1/VMIG-1. Obligations bearing these designations are of the best quality, enjoying strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing. MIG-2/VMIG-2. Obligations bearing these designations are of high quality with margins of protection ample although not as large as in the preceding group. MIG-3/VMIG-3. Obligations bearing these designations are of favorable quality. All security elements are accounted for but there is a lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is hereby to be less well established. A-5 COMMERCIAL PAPER RATINGS The rating PRIME-1 is the highest commercial paper rating assigned by Moody's. Issuers rated PRIME-1 (or related supporting institutions) are considered to have a superior capacity for repayment of senior short-term debt obligations. Issuers rated PRIME-2 (or related supporting institutions) are considered to have strong capacity for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics of issuers rated PRIME-1 but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. Issuers PRIME-3 (or supporting institutions) have an acceptable capacity rated for repayment of senior short-term debt obligations. The effect of industry characteristics and market composition 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. Issuers rated NOT PRIME do not fall within any of the Prime rating categories. A-6 PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits --------------------------------- (a) Financial Statements: (1) Included in Part A of the Registration Statement: None. Included in Part B of the Registration Statement: None. Notes to Financial Statements (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 Incorporation of Registrant. 2 (d) Articles Supplementary of Registrant. 2 (e) Articles Supplementary of Registrant. 5 (f) Articles Supplementary of Registrant. 6 (g) Articles Supplementary of Registrant. 9 (h) Articles Supplementary of Registrant. 10 (i) Articles Supplementary of Registrant. 14 (j) Articles Supplementary of Registrant. 14 (k) Articles Supplementary of Registrant. 19 (l) Articles Supplementary of Registrant. 19 (m) Articles Supplementary of Registrant. 19 (n) Articles Supplementary of Registrant. 19 (o) Articles Supplementary of Registrant. 20 See Note # ---------- (p) Articles Supplementary of Registrant. 23 (q) Form of Articles Supplementary of Registrant. 24 (2) Amended By-Laws adopted August 16, 1988. 3 (a) Amendment to By-Laws adopted July 25, 1989. 4 (b) By-Laws amended through October 24, 1989. 5 (c) By-Laws amended through April 24, 1996. 23 (3) None. (4) Specimen Certificates a) SafeGuard Equity Growth and Income Shares 3 b) SafeGuard Fixed Income Shares 3 c) SafeGuard Balanced Shares 3 d) SafeGuard Tax-Free Shares 3 e) SafeGuard Money Market Shares 3 f) SafeGuard Tax-Free Money Market Shares 3 g) Cash Preservation Money Market Shares 3 h) Cash Preservation Tax-Free Money Market Shares 3 i) Sansom Street Money Market Shares 3 j) Sansom Street Tax-Free Money Market Shares 3 k) Sansom Street Government Obligations Money 3 Market Shares l) Bedford Money Market Shares 3 m) Bedford Tax-Free Money Market Shares 3 n) Bedford Government Obligations Money Market 3 Shares o) Bedford New York Municipal Money Market Shares 5 p) SafeGuard Government Securities Shares 5 q) Income Opportunities High Yield Bond Shares 6 r) Bradford Tax-Free Money Market Shares 8 s) Bradford Government Obligations Money Market 8 Shares t) Alpha 1 Money Market Shares 8 u) Alpha 2 Tax-Free Money Market Shares 8 v) Alpha 3 Government Obligations Money Market 8 Shares w) Alpha 4 New York Municipal Money Market 8 Shares x) Beta 1 Money Market Shares 8 y) Beta 2 Tax-Free Money Market Shares 8 z) Beta 3 Government Obligations Money Market 8 Shares aa) Beta 4 New York Municipal Money Market Shares 8 bb) Gamma 1 Money Market Shares 8 2 See Note # ---------- cc) Gamma 2 Tax-Free Money Market Shares 8 dd) Gamma 3 Government Obligations Money Market 8 Shares ee) Gamma 4 New York Municipal Money Market Shares 8 ff) Delta 1 Money Market Shares 8 gg) Delta 2 Tax-Free Money Market Shares 8 hh) Delta 3 Government Obligations Money Market 8 Shares ii) Delta 4 New York Municipal Money Market Shares 8 jj) Epsilon 1 Money Market Shares 8 kk) Epsilon 2 Tax-Free Money Market Shares 8 ll) Epsilon 3 Government Obligations Money Market Shares 8 mm) Epsilon 4 New York Municipal Money Market Shares 8 nn) Zeta 1 Money Market Shares 8 oo) Zeta 2 Tax-Free Money Market Shares 8 pp) Zeta 3 Government Obligations Money Market Shares 8 qq) Zeta 4 New York Municipal Money Market Shares rr) Eta 1 Money Market Shares 8 ss) Eta 2 Tax-Free Money Market Shares 8 tt) Eta 3 Government Obligations Money Market Shares 8 uu) Eta 4 New York Municipal Money Market Shares 8 vv) Theta 1 Money Market Shares 8 ww) Theta 2 Tax-Free Money Market Shares 8 xx) Theta 3 Government Obligations Money Market Shares 8 yy) Theta 4 New York Municipal Money Market Shares 8 zz) BEA International Equity Shares 9 a1) BEA Strategic Fixed Income Shares 9 a2) BEA Emerging Markets Equity Shares 9 a3) Laffer/Canto Equity Shares 12 a4) BEA U.S. Core Equity Shares 13 a5) BEA U.S. Core Fixed Income Shares 13 a6) BEA Global Fixed Income Shares 13 a7) BEA Municipal Bond Shares 13 a8) BEA Balanced Shares 16 a9) BEA Short Duration Shares 16 a10) Warburg Growth & Income Shares 18 a11) Warburg Balanced Shares 18 (5) (a) Investment Advisory Agreement (Money) 3 between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. 3 See Note # ---------- (b) Sub-Advisory Agreement (Money) between 3 Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (c) Investment Advisory Agreement 3 (Tax -Free Money) between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (d) Sub-Advisory Agreement (Tax-Free Money) 3 between Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (e) Investment Advisory Agreement 3 (Government Money) between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (f) Sub-Advisory Agreement (Government Money) 3 between Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (k) Investment Advisory Agreement (Balanced) 3 between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (l) Sub-Advisory Agreement (Balanced) between 4 Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (m) Investment Advisory Agreement (Tax-Free) 3 between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (n) Sub-Advisory Agreement (Tax-Free) between 3 Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (s) Investment Advisory Agreement 8 (Government Securities) between Registrant and Provident Institutional Management Corporation dated as of April 8, 1991. 4 See Note # ---------- (t) Investment Advisory Agreement 8 (High Yield Bond) between Registrant and Provident Institutional Management Corporation dated as of April 8, 1991. (u) Sub-Advisory Agreement (High Yield Bond) 8 between Registrant and Warburg, Pincus Counsellors, Inc. dated as of April 8, 1991. (v) Investment Advisory Agreement 9 (New York Municipal Money Market) between Registrant and Provident Institutional Management Corporation dated November 5, 1991. (w) Investment Advisory Agreement (Equity) 10 between Registrant and Provident Institutional Management Corporation dated November 5, 1991. (x) Sub-Advisory Agreement (Equity) between 10 Registrant, Provident Institutional Management Corporation and Warburg, Pincus Counsellors, Inc. dated November 5, 1991. (y) Investment Advisory Agreement 10 (Tax-Free Money Market) between Registrant and Provident Institutional Management Corporation dated April 21, 1992. (z) Investment Advisory Agreement 11 (BEA International Equity Portfolio) between Registrant and BEA Associates. (aa) Investment Advisory Agreement 11 (BEA Strategic Fixed Income Portfolio) between Registrant and BEA Associates. (bb) Investment Advisory Agreement 11 (BEA Emerging Markets Equity Portfolio) between Registrant and BEA Associates. (cc) Investment Advisory Agreement 14 (Laffer/Canto Equity Portfolio) between Registrant and Laffer Advisors Incorporated, dated as of July 21, 1993. 5 See Note # ---------- (dd) Sub-Advisory Agreement 12 (Laffer/Canto Sector Equity Portfolio) between PNC Institutional Management Corporation and Laffer Advisors Incorporated, dated as of July 21, 1993. (ee) Investment Advisory Agreement 15 (BEA U.S. Core Equity Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993. (ff) Investment Advisory Agreement 15 (BEA U.S. Core Fixed Income Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993. (gg) Investment Advisory Agreement 15 (BEA Global Fixed Income Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993. (hh) Investment Advisory Agreement 15 (BEA Municipal Bond Fund Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993. (ii) Investment Advisory Agreement 14 (Warburg Pincus Growth and Income Fund) between Registrant and Warburg, Pincus Counsellors, Inc. (jj) Investment Advisory Agreement 16 (Warburg Pincus Balanced Fund) between Registrant and Warburg, Pincus Counsellors, Inc. (kk) Investment Advisory Agreement 16 (BEA Balanced) between Registrant and BEA Associates. (ll) Investment Advisory Agreement 16 (BEA Short Duration Portfolio) between Registrant and BEA Associates. (mm) Investment Advisory Agreement (Warburg 21 Pincus Tax Free Fund) between Registrant and Warburg, Pincus Counsellors, Inc. (nn) Investment Advisory Agreement (NI 23 Micro Cap Fund) between Registrant and Numeric Investors, L.P. 6 See Note # ---------- (oo) Investment Advisory Agreement (NI 23 Growth Fund) between Registrant and Numeric Investors, L.P. (pp) Investment Advisory Agreement (ni 23 Growth & Value Fund) between Registrant and Numeric Investors, L.P. (qq) Form of Investment Advisory Agreement (BEA 24 Global Telecommunications Portfolio) between Registrant and BEA Associates. (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 9 (Classes L, M, N and O) between the Registrant and Counsellors Securities Inc. dated as of November 5, 1991. (t) Distribution Agreement Supplements 9 (Classes 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 10 (Classes T, U and V) between the Registrant and Counsellors Securities Inc. dated as of September 18, 1992. (v) Distribution Agreement Supplement 14 (Class W) between the Registrant and Counsellors Securities Inc. dated as of July 21, 1993. (w) Distribution Agreement Supplement 14 (Classes X, Y, Z and AA) between the Registrant and Counselors Securities Inc. (x) Distribution Agreement Supplement 18 (Classes BB and CC) between Registrant and Counsellor's Securities Inc. dated as of October 26, 1994. (y) Distribution Agreement Supplement 18 (Classes DD and EE) between Registrant and Counsellor's Securities Inc. dated as of October 26, 1994. 7 See Note # ---------- (z) Distribution Agreement Supplement 19 (Classes L, M, N and O) between the Registrant and Counsellor's Securities Inc. (aa) Distribution Agreement Supplement 19 (Classes R, S) between the Registrant and Counsellor's Securities Inc. (bb) Distribution Agreement Supplements 19 (Classes Alpha 1 through Theta 4) between the Registrant and Counsellor's Securities Inc. (cc) Distribution Agreement Supplement Janney 20 Classes (Alpha 1, Alpha 2, Alpha 3 and Alpha 4 between the Registrant and Counsellor's Securities, Inc. (dd) Distribution Agreement Supplement NI 23 Classes (Classes FF, GG and HH) (ee) Form of Distribution Agreement Supplement 24 (Classes II, JJ, KK, and LL) (ff) Form of Distribution Agreement Supplement 24 (Classes MM, NN, OO, and PP) (7) Fund Office Retirement Profit-Sharing and 7 Trust Agreement, dated as of October 24, 1990. (8) (a) Custodian Agreement between Registrant and 3 Provident National Bank dated as of August 16, 1988. (b) Sub-Custodian Agreement among 10 The Chase 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 9 dated August 16, 1988. (f) Agreement between Brown Brothers Harriman 10 & Co. and Registrant on behalf of BEA International Equity Portfolio, dated September 18, 1992. 8 See Note # ---------- (g) Agreement between Brown Brothers Harriman & 10 Co. and Registrant on behalf of BEA Strategic Fixed Income Portfolio, dated September 18, 1992. (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 Portfolio dated as of November 29, 1993. (k) Custodian Contract between 18 Registrant and State Street Bank and Trust Company. (l) Form of Custody Agreement between the 23 Registrant and Custodial Trust Company on behalf of NI Micro Cap Fund, NI Growth Fund and NI Growth & Value Fund, Portfolios of the Registrant. (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. (c) Shareholder Servicing Agreement 3 (Sansom Street Money). (d) Shareholder Servicing Agreement 3 (Sansom Street Tax-Free Money). (e) Shareholder Servicing Agreement 3 (Sansom Street Government Money). 9 See Note # ---------- (f) Shareholder Services Plan 3 (Sansom Street Money). (g) Shareholder Services Plan 3 (Sansom Street Tax-Free Money). (h) Shareholder Services Plan 3 (Sansom Street Government Money). (i) Transfer Agency Agreement (SafeGuard) 3 between Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (j) Transfer Agency Agreement (Bedford) 3 between Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (k) Transfer Agency Agreement 7 (Income Opportunities) between Registrant and Provident Financial Processing Corporation dated June 25, 1990. (l) Administration and Accounting Services 8 Agreement between Registrant and Provident Financial Processing Corporation, relating to Government Securities Portfolio, dated as of April 10, 1991. (m) 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. (n) Administration and Accounting Services 9 Agreement between Registrant and Provident Financial Processing Corporation, relating to Equity Portfolio dated as of November 5, 1991. (o) Administration and Accounting Services 9 Agreement between Registrant and Provident Financial Processing Corporation, relating to High Yield Bond Portfolio, dated as of April 10, 1991. 10 See Note # ---------- (p) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (International) dated September 18, 1992. (q) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (Strategic) dated September 18, 1992; (r) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (Emerging) dated September 18, 1992. (s) Transfer Agency Agreement and Supplements 9 (Bradford, Alpha, Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta) between Registrant and Provident Financial Processing Corporation dated as of November 5, 1991. (t) Transfer Agency Agreement Supplement 10 (BEA) between Registrant and Provident Financial Processing Corporation dated as of September 18, 1992. (u) Administrative Services Agreement between 10 Registrant and Counsellor's Fund Services, Inc. (BEA Portfolios) dated September 18, 1992. (v) 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. (w) Transfer Agency Agreement Supplement 12 (Laffer) between Registrant and PFPC Inc. dated as of July 21, 1993. (x) Administration and Accounting Services 12 Agreement between Registrant and PFPC Inc., relating to Laffer/Canto Equity Fund, dated July 21, 1993. (y) Transfer Agency Agreement Supplement 15 (BEA U.S. Core Equity, BEA U.S. Core Fixed Income, BEA Global Fixed Income and BEA Municipal Bond Fund) between 11 See Note # ---------- Registrant and PFPC Inc. dated as of October 27, 1993. (z) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. relating to (Core Equity) dated as of October 27, 1993. (aa) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. (Core Fixed Income) dated October 27, 1993. (bb) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. (International Fixed Income) dated October 27, 1993 (cc) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. (Municipal Bond) dated October 27, 1993. (dd) Transfer Agency Agreement Supplement 18 (BEA Balanced and Short Duration) between Registrant and PFPC Inc. dated October 26, 1994. (ee) Administration and Accounting Services 18 Agreement between Registrant and PFPC Inc. (BEA Balanced) dated October 26, 1994. (ff) Administration and Accounting Services 18 Agreement between Registrant and PFPC Inc. (BEA Short Duration) dated October 26, 1994. (gg) Co-Administration Agreement between 18 Registrant and PFPC Inc. (Warburg Pincus Growth & Income Fund) dated August 4, 1994. (hh) Co-Administration Agreement between 18 Registrant and PFPC Inc. (Warburg Pincus Balanced Fund) dated August 4, 1994. (ii) Co-Administration Agreement between 18 Registrant and Counsellors Funds Services, Inc. (Warburg Pincus Growth & Income Fund) dated August 4, 1994. 12 See Note # ---------- (jj) Co-Administration Agreement between 18 Registrant and Counsellors Funds Services, Inc. (Warburg Pincus Balanced Fund) dated August 4, 1994. (kk) Administrative Services Agreement Supplement 18 between Registrant and Counsellor's Fund Services, Inc. (BEA Classes) dated October 26, 1994. (ll) Co-Administration Agreement between 21 Registrant and PFPC Inc. (Warburg Pincus Tax Free Fund) dated March 31, 1995. (mm) Co-Administration Agreement between 21 Registrant and Counsellors Funds Services, Inc. (Warburg Pincus Tax Free Fund) dated March 31, 1995. (nn) Transfer Agency and Service Agreement 21 between Registrant and State Street Bank and Trust Company and PFPC, Inc. dated February 1, 1995. (oo) Supplement to Transfer Agency and Service 21 Agreement between Registrant, State Street Bank and Trust Company, Inc. and PFPC dated April 10, 1995. (pp) Amended and Restated Credit Agreement dated 22 December 15, 1994. (qq) Transfer Agency Agreement Supplement (ni 23 Micro Cap Fund, NI Growth Fund and NI Growth & Value Fund) between Registrant and PFPC, Inc. dated April 24, 1996. (rr) Administration and Accounting Services 23 Agreement between Registrant and PFPC, Inc. (NI Micro Cap Fund) dated April 24, 1996. (ss) Administration and Accounting Services 23 Agreement between Registrant and PFPC, Inc. (NI Growth Fund) dated April 24, 1996. (tt) Administration and Accounting Services 23 Agreement between Registrant and PFPC, Inc. (NI Growth & Value Fund) dated April 24, 1996. 13 See Note # ---------- (uu) Administrative Services Agreement between 23 Registrant and Counsellors Fund Services, Inc. (NI Micro Cap Fund, NI Growth Fund and NI Growth & Value Fund) dated April 24, 1996. (vv) Form of Administration and Accounting Services 24 Agreement between REgistrant and PFPC, Inc. (BEA Global Telecommunications). (ww) Form of Co-Administration Agreement between 24 Registrant Investor and BEA Associates (BEA International Equity Investor Portfolio). (xx) Form of Co-Administration Agreement between 24 Registrant and BEA Associates (BEA International Equity Advisor Portfolio). (yy) Form of Co-Administration Agreement between 24 Registrant and BEA Associates (BEA Emerging Markets Equity Investor Portfolio). (zz) Form of Co-Administration Agreement between 24 Registrant and BEA Associates (BEA Emerging Markets Equity Advisor Portfolio). (aaa) Form of Co-Administration Agreement between 24 Registrant and BEA Associates (BEA High Yield Investor Portfolio). (bbb) Form of Co-Administration Agreement between 24 Registrant and BEA Associates (BEA High Yield Advisor Portfolio). (ccc) Form of Co-Administration Agreement between 24 Registrant and BEA Associates (BEA Global Telecommunications Investor Portfolio). (ddd) Form of Co-Administration Agreement between 24 Registrant and BEA Associates (BEA Global Telecommunications Advisor Portfolio). (eee) Form of Transfer Agreement and Service 24 Agreement between Registrant and State Street Bank and Trust Company. 14 See Note # ---------- (10)(a) Opinion of Counsel. 23 (10)(b) Consent of Counsel. (11) Consent of Independent Accountants. (12) None. (13)(a) Subscription Agreement (relating to 2 Classes A through N). (b) Subscription Agreement between Registrant 7 and 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 9 and Counsellors Securities Inc. relating to Classes R, S, and Alpha 1 through Theta 4. (e) Subscription Agreement between Registrant 10 and Counsellors Securities Inc. relating to Classes T, U and V. (f) Subscription Agreement between Registrant 18 and Counsellor's Securities Inc. relating to Classes BB and CC. (g) Purchase Agreement between Registrant and 21 Counsellors Securities Inc. relating to Class DD (Warburg Pincus Growth & Income Fund Series 2). (h) Purchase Agreement between Registrant and 21 Counsellors Securities Inc. relating to Class EE (Warburg Pincus Balanced Fund Series 2). (i) Purchase Agreement between Registrant and 23 Numeric Investors, L.P. relating to Class FF (NI Micro Cap Fund). (j) Purchase Agreement between Registrant and 23 Numeric Investors, L.P. relating to Class GG (NI Growth Fund). 15 See Note # ---------- (k) Purchase Agreement between Registrant and 23 Numeric Investors, L.P. relating to Class HH (NI Growth & Value Fund) (l) Form of Subscription Agreement between 24 Registrant and Counsellors Securities, Inc. relating {^} to Classes II through PP. (14) None. (15)(a) Plan of Distribution (Sansom Street Money). 3 (b) Plan of Distribution (Sansom Street Tax-Free 3 Money). (c) Plan of Distribution (Sansom Street 3 Government Money). (d) Plan of Distribution (Cash Preservation 3 Money). (e) Plan of Distribution (Cash Preservation 3 Tax-Free Money). (f) Plan of Distribution (SafeGuard Equity). 3 (g) Plan of Distribution 3 (SafeGuard Fixed Income). (h) Plan of Distribution (SafeGuard Balanced). 3 (i) Plan of Distribution (SafeGuard Tax-Free). 3 (j) Plan of Distribution (SafeGuard Money). 3 (k) Plan of Distribution (SafeGuard Tax-Free Money). 3 (l) Plan of Distribution (Bedford Money). 3 (m) Plan of Distribution (Bedford Tax-Free 3 Money). (n) Plan of Distribution (Bedford Government 3 Money). (o) Plan of Distribution (Bedford New York 7 Municipal Money). (p) Plan of Distribution (SafeGuard Government 7 Securities). 16 See Note # ---------- (q) Plan of Distribution (Income Opportunities 7 High Yield). (r) Amendment No. 1 to Plans of Distribution 8 (Classes A through Q). (s) Plan of Distribution (Bradford Tax-Free 9 Money). (t) Plan of Distribution (Bradford Government 9 Money). (u) Plan of Distribution (Alpha Money). 9 (v) Plan of Distribution (Alpha Tax-Free 9 Money). (w) Plan of Distribution (Alpha Government 9 Money). (x) Plan of Distribution (Alpha New York 9 Money). (y) Plan of Distribution (Beta Money). 9 (z) Plan of Distribution (Beta Tax-Free 9 Money). (aa) Plan of Distribution (Beta Government 9 Money). (bb) Plan of Distribution (Beta New York 9 Money). (cc) Plan of Distribution (Gamma Money). 9 (dd) Plan of Distribution (Gamma Tax-Free 9 Money). (ee) Plan of Distribution (Gamma Government 9 Money). (ff) Plan of Distribution (Gamma New York 9 Money). (gg) Plan of Distribution (Delta Money). 9 (hh) Plan of Distribution (Delta Tax-Free 9 Money). 17 See Note # ---------- (ii) Plan of Distribution (Delta Government 9 Money). (jj) Plan of Distribution (Delta New York 9 Money). (kk) Plan of Distribution (Epsilon Money). 9 (ll) Plan of Distribution (Epsilon Tax-Free 9 Money). (mm) Plan of Distribution (Epsilon Government 9 Money). (nn) Plan of Distribution (Epsilon New York 9 Money). (oo) Plan of Distribution (Zeta Money). 9 (pp) Plan of Distribution (Zeta Tax-Free 9 Money). (qq) Plan of Distribution (Zeta Government 9 Money). (rr) Plan of Distribution (Zeta New York 9 Money). (ss) Plan of Distribution (Eta Money). 9 (tt) Plan of Distribution (Eta Tax-Free Money). 9 (uu) Plan of Distribution (Eta Government 9 Money). (vv) Plan of Distribution (Eta New York 9 Money). (ww) Plan of Distribution (Theta Money). 9 (xx) Plan of Distribution (Theta Tax-Free 9 Money). (yy) Plan of Distribution (Theta Government 9 Money). (zz) Plan of Distribution (Theta New York 9 Money). (aaa) Plan of Distribution (Laffer Equity). 12 18 See Note # ---------- (bbb) Plan Distribution (Warburg Pincus Growth 18 & Income Series 2). (ccc) Plan of Distribution (Warburg Pincus 18 Balanced Series 2). (ddd) Form of Plan of Distribution (BEA 24 International Equity Investor). (eee) Form of Plan of Distribution (BEA 24 International Equity Advisor). (fff) Form of Plan of Distribution (BEA Emerging 24 Markets Equity Investor). (ggg) Form of Plan of Distribution (BEA Emerging 24 Markets Equity Advisor). (hhh) Form of Plan of Distribution (BEA High Yield 24 Investor). (iii) Form of Plan of Distribution (BEA High Yield 24 Advisor). (jjj) Form of Plan of Distribution (BEA Global 24 Telecommunications Investor). (kkk) Form of Plan of Distribution (BEA Global 24 Telecommunications Advisor). (16) Schedule of Computation of Performance 3 Quotations. (17) None. (18) Rule 18f-3 Plan. 21 - ---------- 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. 19 Note # - ------ 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. 20 Note # - ------ 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 Registrant Statement (No. 33-20827) filed on June 21, 1993. 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 on December 19, 1994. 21 Note # - ------ 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 NUMER OF POST-EFFECTIVE AMENDMENT NO. 37 TO THE REGISTRANT'S REGISTRATION STATEMENT (NO. 33-20827) FILED JULY 30, 1996. Item 25. Persons Controlled by or under Common Control with Registrant ------------------------------------------------------------- None. Item 26. Number of Holders of Securities ------------------------------- The following information is given as of July 24, 1996. Title of Class of Common Stock Number of Record Holders ------------------------------ ------------------------ a) RBB Money Market 11 b) RBB Municipal Money Market 2 c) Cash Preservation Money Market 35 d) Cash Preservation Municipal Money Market 67 e) Sansom Street Money Market 3 f) Sansom Street Municipal Money Market 0 g) Sansom Street Government Obligations 0 Money Market h) Bedford Money Market 96,325 i) Bedford Municipal Money Market 4,495 j) Bedford Government Obligations Money 3,532 Market k) Bedford New York Municipal Money Market 2,809 l) RBB Government Securities 536 m) Bradford Municipal Money Market 1 n) Bradford Government Obligations Money 1 Market o) BEA International Equity 206 p) BEA High Yield 48 q) BEA Emerging Markets Equity 37 r) BEA U.S. Core Equity 70 22 Title of Class of Common Stock Number of Record Holders ------------------------------ ------------------------ s) BEA U.S. Core Fixed Income 49 t) BEA U.S. Global Fixed Income 10 u) BEA Municipal Bond fund 35 v) BEA Short Duration 0 w) BEA Balanced 0 x) Janney Montgomery Scott 1 Money Market y) Janney Montgomery Scott 1 Municipal Money Market z) Janney Montgomery Scott 1 Government Obligations Money Market aa) Janney Montgomery Scott 1 New York Municipal Money Market bb) ni Micro Cap 346 cc) ni Growth 381 dd) ni Growth & Value 181 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 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 23 faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Section 4. References to the Maryland General Corporation Law in this Article are to the law as from time to time amended. No further amendment to the Articles of Incorporation of the Corporation shall decrease, but may expand, any right of any person under this Article based on any event, omission or proceeding prior to such amendment. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 28. Business and Other Connections of Investment Adviser ---------------------------------------------------- Information as to any other business, profession, vocation or employment of a substantial nature in which any directors and officers of PIMC, BEA, and Warburg 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, 1993, Schedules B and D of BEA's Form ADV (File No. 801-37170) filed on March 30, 1993, and Schedules A and D of Warburg's Form ADV (File No. 801-07321) filed on August 28, 1992, respectively. There is set forth below information as to any other business, profession, vocation or employment of a substantial nature in which each director or officer of PNC Bank, National Association (successor by merger to Provident National Bank) ("PNC Bank"), is, or at any time during the past two years has been, engaged for his own account or in the capacity of director, officer, employee, partner or trustee. PNC BANK, NATIONAL ASSOCIATION Directors and Officers 24 To the knowledge of Registrant, none of the directors or officers of PNC except those set forth below, is or has been, at any time during the past two years, engaged in any other business, profession, vocation or employment of a substantial nature, except that certain directors and officers of PNC Bank also hold various positions with, and engage in business for, PNC Bank Corp. (formerly PNC Financial Corp), which owns all the outstanding stock of PNC Bank, or other subsidiaries of PNC Bank Corp. Set forth below are the names and principal businesses of the directors and certain of the senior executive officers of PNC Bank who are engaged in any other business, profession, vocation or employment of substantial nature. 25 PNC BANK, NATIONAL ASSOCIATION
Position with PNC Bank, National Other Business Type of Association Name Connections Business - ------------- ---- -------------- -------- Director B.R. Brown President and C.E.O. of Coal Consol, Inc. Pittsburgh, PA (22) Director Constance E. Clayton Superintendent of Schools Educator The School District of Philadelphia Philadelphia, PA (23) Director F. Eugene Dixon, Jr. Private Trustee Trustee Lafayette Hill, PA (24) Director A. James Freeman Vice Chairman and C.E.O. Manufacturing Lord Corporation Erie, PA (25) Director Banking Marine Bank Erie, PA (26) Director Dr. Stuart Heydt President and C.E.O. Medical Geisinger Foundation Danville, PA (27) Director Edward P. Junker, III Chairman and C.E.O. Banking Marine Bank Erie, PA (26) Director Thomas A. McConomy President, C.E.O. and Manufacturing Chairman, Calgon Carbon Corporation Pittsburgh, PA (28) Director Robert C. Milsom Retired Pittsburgh, PA* Director Thomas H. O'Brien Chairman and C.E.O. Bank Holding PNC Bank Corp. (14) Director Dr. J. Dennis O'Connor Chancellor Education University of Pittsburgh Pittsburgh, PA (29)
26
Position with PNC Bank, National Other Business Type of Association Name Connections Business - ------------- ---- -------------- -------- Director Rocco A. Ortenzio Chairman and C.E.O. Medical Continental Medical Systems, Inc. Mechanicsburg, PA (30) Director Robert C. Robb, Jr. Partner Financial and Lewis, Eckert, Robb & Management Company Consultants Plymouth Meeting, PA (31) Director Daniel M. Rooney President, Pittsburgh Football Steelers Football Club of the National Football League Pittsburgh, PA (32) Director Seth E. Schofield Chairman, President and Airline C.E.O. USAir Group, Inc. and USAir, Inc. Arlington, VA (33) Director Robert M. Valentini President and C.E.O. Bell of Communica- Pennsylvania and Chairman tions Network Policy Council of Bell Atlantic Corporation Philadelphia, PA (34) President and James E. Rohr President Bank Chief Executive PNC Bank Corp. Holding Officer (14) Company President and Bruce E. Robbins None. Chief Executive Officer of PNC Bank, National Association, Pittsburgh Senior Executive Edward V. Randall, Jr. None. Vice President Executive J. Richard Carnall Director Banking Vice President PNC National Bank (2) Chairman and Director Financial- PFPC Inc. (3) Related Services
27
Position with PNC Bank, National Other Business Type of Association Name Connections Business - ------------- ---- -------------- -------- Director PNC Trust Company Fiduciary of New York (11) Activities Director Equipment Hayden Bolts, Inc.* Leasing Director, Real Estate Parkway Real Estate Company* Director Investment Provident Capital Advisory Management, Inc. (5) Director Investment Advanced Investment Advisory Management, Inc. (15) Executive Richard C. Caldwell Director Banking Vice President PNC National Bank (2) Director Investment Provident Capital Advisory Management, Inc. (5) Director Fiduciary PNC Trust Company Activities of New York (11) Executive Vice President Bank Holding PNC Bank Corp. (14) Company Director Investment Advanced Investment Advisory Management, Inc. (15) Director Banking PNC Bank, New Jersey, New Jersey, National Association (16) Director Financial- PFPC Inc. (3) Related Services Executive Vice Herbert G. None. President Summerfield, Jr.
28
Position with PNC Bank, National Other Business Type of Association Name Connections Business - ------------- ---- -------------- -------- Executive Vice Joe R. Irwin None. President President and Richard L. Smoot Senior Vice President Banking Chief Executive Operations Officer of PNC PNC Bank Corp. (20) Bank, National Association, Director Fiduciary Philadelphia PNC Trust Company of Activities New York (11) Director Investment PNC Institutional Advisory Management Corporation (28) Director Financial PFPC Inc. (3) Related Services Executive Vice W. Herbert Crowder, III None. President Executive Vice Walter L. West None. President Senior Vice George Lula None. President Secretary William F. Strome Director International PNC Bank International (35) Banking Services Managing General Counsel Bank Holding and Senior Vice President Company PNC Bank Corp. Senior Vice James P. Conley None. President/ Credit Policy
- ---------- * For more information, contact William F. Strome, PNC Bank, National Association, Broad and Chestnut Streets, Philadelphia, PA 19101. (1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103. (2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809. (3) PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809. 29 (4) PNC Service Corp, 103 Bellevue Parkway, Wilmington, DE 19809. (5) Provident Capital Management, Inc., 30 S. 17th Street, Site 1500, Philadelphia, PA 19103. (6) PNC National Investment Corporation, Broad and Chestnut Streets, 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. 3411 Silverside Park, Wilmington, DE 19810 (10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604, Cherry Hill, NJ 08034. (11) PNC Trust Company of New York, 40 Broad Street, New York, NY 10084. (12) Provcor Properties, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101. (13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809. (14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA 15265. (15) Advanced Investment Management, Inc., 27th Floor, One Oliver Plaza, Pittsburgh, PA 15265. (16) PNC Bank of New Jersey, National Association, Woodland Falls Corporate Park, 210 Lake Drive East, Cherry Hill, NJ 08002. (17) PNC Institutional Management Corporation, 400 Bellevue Parkway, Wilmington, DE 19809. (18) Provident National Leasing Corporation, Broad and Chestnut Streets, Philadelphia, PA 19101 (19) Provident National Bank Corp. New Jersey, 1 Centennial Square, Haddonfield, NJ 08033 (20) The Clayton Bank and Trust Company, Clayton, DE 19938 (21) Keystone Life Insurance Company, 1207 Chestnut Street, Philadelphia, PA 19107-4101 (22) Consol, Inc., Consol Plaza, Pittsburgh, PA 15241 (23) School District of Philadelphia, 21 Street and The Parkway, Philadelphia, PA 19103-1099 (24) F. Eugene Dixon, Jr., Private Trustee, 665 Thomas Road, Lafayette Hill, PA 19444-0178 (25) Lord Corporation, 2000 W. Grandview Boulevard, Erie, PA 16514 (26) Marine Bank, Ninth and State Streets, Erie, PA 16553 (27) Geisinger Foundation, 100 N. Academy Avenue, Danville, PA 17822 (28) Calgon Carbon Corporation, P.O. Box 717, Pittsburgh, PA 15230-0717 (29) University of Pittsburgh, 107 Cathedral of Learning, Pittsburgh, PA 15260 (30) Continental Medical Systems, Inc., P.O. Box 715, Mechanicsburg, PA 17055 (31) Lewis, Eckert, Robb & Company, 425 One Plymouth Meeting, Plymouth Meeting, PA 19462 (32) Football Club of the National Football League, 300 Stadium Circle, Pittsburgh, PA 15212 (33) USAir Group, Inc. and USAir, Inc., 2345 Crystal Drive, Arlington, VA 22227 (34) Bell of Pennsylvania, One Parkway, Philadelphia, PA 19102 (35) PNC Bank International, 5th and Wood Streets, Pittsburgh, PA 15222 30 Item 29. Principal Underwriter --------------------- (a) Counsellors Securities Inc. (the "Distributor") acts as distributor for the following investment companies: Warburg, Pincus Cash Reserve Fund Warburg, Pincus New York Tax Exempt Fund Warburg, Pincus New York Municipal Bond 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 Counsellors Tandem Securities Fund Warburg Pincus Growth & Income Fund Warburg Pincus Balanced Fund Warburg Pincus Tax Free Fund The Distributor acts as a principal underwriter, depositor or investment adviser for the following investment companies: None other than Registrant and companies listed above. (b) Information for each director or officer of the Distributor is set forth below: Name and Principal Positions and Offices Positions and Offices Business Address with the Distributor with Registrant ------------------ --------------------- --------------------- John L. Vogelstein Director 466 Lexington Avenue New York, New York 10017 Lionel I. Pincus Director 466 Lexington Avenue New York, New York 10017 Reuben S. Leibowitz Director, 466 Lexington Avenue President and Chief New York, New York 10017 Financial Officer John L. Furth Director 466 Lexington Avenue New York, New York 10017 Arnold M. Reichman Vice President, Director 466 Lexington Avenue Secretary and New York, New York 10017 Chief Operating Officer 31 Name and Principal Positions and Offices Positions and Offices Business Address with the Distributor with Registrant ------------------ --------------------- --------------------- Roger Reinlieb Vice President 466 Lexington Avenue New York, New York 10017 Karen Amato Assistant Secretary 466 Lexington Avenue New York, New York 10017 Stephen Distler Treasurer 466 Lexington Avenue New York, New York 10017 (c) Information as to commissions and other compensation received by the principal underwriter is set forth below. Net Name of Underwriting Compensation Principal Discounts and on Redemption Brokerage Other Underwriter Commissions and Repurchase Commissions Compensation - ----------- ------------- -------------- ----------- ------------ Counsellors $ 0 $ 0 $ 0 $ 0 Securities Inc. Item 30. Location of Accounts and Records -------------------------------- (1) PNC Bank, National Association (successor by merger to Provident National Bank), Broad and Chestnut Street, Philadelphia, PA 19101 (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 (formerly Provident 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. (formerly Provident Financial Processing Corporation), Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as transfer agent and dividend disbursing agent). (5) Ballard Spahr Andrews & Ingersoll, 1735 Market Street - 51st Floor, Philadelphia, Pennsylvania 19103 (Registrant's Articles of Incorporation, By-Laws and Minute Books). 32 (6) BEA Associates, One Citicorp Center, 153 East 53rd Street, New York, New York 10022 (records relating to its function as investment adviser). (7) Warburg, Pincus Counsellors, Inc., 466 Lexington Avenue, New York, New York 10017-3147 (records relating to its functions as investment adviser). Item 31. Management Services ------------------- None. Item 32. Undertakings ------------ (a) Registrant hereby undertakes to hold a meeting of shareholders for the purpose of considering the removal of directors in the event the requisite number of shareholders so request. (b) Registrant hereby undertakes to file a post-effective amendment, using unaudited financial statements for RBB BOSTON PARTNERS LARGE CAP VALUE FUND (INVESTOR CLASS, ADVISOR CLASS AND INSTITUTIONAL CLASS); n/i Micro Cap Fund, n/i Growth Fund and n/i Growth of Value Fund; BEA International Equity; BEA Emerging Markets Equity, BEA Global Telecommunications and BEA High Yield Portfolios (Investor Class and Advisor Class) which need not be certified, within four to six months from effective date of this Registration Statement. 33 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 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 SEPTEMBER 13, 1996. 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 SEPTEMBER 13, 1996 Edward J. Roach Executive Officer) and Treasurer (Principal Financial and Accounting Officer) /s/ Donald van Roden Director SEPTEMBER 13, 1996 Donald van Roden /s/ Francis J. McKay Director SEPTEMBER 13, 1996 Francis J. McKay /s/ Marvin E. Sternberg Director SEPTEMBER 13, 1996 Marvin E. Sternberg /s/ Julian A. Brodsky Director SEPTEMBER 13, 1996 Julian A. Brodsky /s/ Arnold M. Reichman Director SEPTEMBER 13, 1996 Arnold M. Reichman /s/ Robert Sablowsky Director SEPTEMBER 13, 1996 Robert Sablowsky THE RBB FUND, INC. RBB CLASSES WARBURG PINCUS CLASSES WARBURG PINCUS SERIES 2 CLASSES CASH PRESERVATION CLASSES SANSOM STREET CLASSES BEDFORD CLASSES BRADFORD CLASSES BEA INSTITUTIONAL CLASSES BEA INVESTOR CLASSES BEA ADVISOR CLASSES JANNEY (ALPHA) CLASSES NI CLASSES BETA CLASSES GAMMA CLASSES DELTA CLASSES EPSILON CLASSES ZETA CLASSES ETA CLASSES THETA CLASSES EXHIBIT INDEX ------------- Exhibit Page - ------- ---- (10)(b) Consent of Counsel (11) Consent of Independent Accountants EX-10.B 2 CONSENT OF COUNSEL Exhibit (10)(b) CONSENT ------- We hereby consent to the use of our name under the caption "Miscellaneous-Counsel" in the Statement of Additional Information of Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A of The RBB Fund, Inc. (Registration No. 33-20827) filed under the Securities Act of 1933 and Amendment No. 40 under the Investment Company Act of 1940. /s/ Ballard Spahr Andrews & Ingersoll Ballard Spahr Andrews & Ingersoll September 13, 1996 EX-11 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 11 CONSENT OF INDEPENDENT ACCOUNTANTS We consent in this Post-Effective Amendment No. 38 under the Securities Act of 1933, as amended to this Registration Statement on Form N-1A (File No. 33-20827) of The RBB Fund, Inc. to the reference to our Firm under the headings "Miscellaneous--Independent Accountants" in the Statement of Additional Information. COOPERS & LYBRAND L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania September 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----