As filed with the Securities and Exchange Commission on May 9, 1997
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ Pre-Effective Amendment No. __ / / Post-Effective Amendment No. 45 /X/ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/ Amendment No. 47 /X/ ------------------------- |
THE RBB FUND, INC.
(Government Securities Portfolio: RBB Family Class; BEA International
Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High
Yield Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA
Emerging Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA
Advisor Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed
Income Portfolio: BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA
Class; BEA Municipal Bond Fund Portfolio: BEA Class; BEA Balanced Fund
Portfolio: BEA Class; BEA Short Duration Portfolio: BEA Class; BEA Global
Telecommunications Portfolio: BEA Investor Class and BEA Advisor Class; NI
Micro Cap Fund: NI Class; NI Growth Fund: NI Class; NI Growth & Value Fund:
NI Class; Boston Partners Large Cap Value Fund: Boston Partners Advisor Class,
Boston Partners Institutional Class and Boston Partners Investor Class; Boston
Partners Mid Cap Value Fund: Boston Partners Institutional Class and Boston
Partners Investor Class; 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)
Bellevue Park Corporate Center 400 Bellevue Parkway, Suite 100 Wilmington, DE 19809
(Address of Principal Executive Offices)
Copies to:
GARY M. GARDNER, ESQUIRE MICHAEL P. MALLOY, ESQUIRE PNC Bank, National Association Drinker Biddle & Reath LLP 1600 Market Street, 28th Floor 1100 PNB Building Philadelphia, PA 19103 1345 Chestnut Street (Name and Address of Agent for Service) Philadelphia, PA 19107-3496 |
It is proposed that this filing will become effective (check
appropriate box)
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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 seventy-nine 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, 1996 on October 28, 1996.
The purpose of this Post-Effective Amendment is to fulfill Registrant's undertaking to file unaudited financial statements within four to six months of the effective date of its registration statement with respect to the Advisor Class of the BEA International Equity Fund, BEA Emerging Markets Equity Fund, BEA High Yield Fund and BEA Global Telecommunications Fund (the "Funds"), each a portfolio of The RBB Fund, Inc. Financial Statements have been provided for the Advisor Class of the Funds. No Investor Class shares of the Fund have been issued as of the date of this Post-Effective Amendment. Financial Statements for the Institutional Class of the BEA International Equity, BEA Emerging Markets Equity and BEA High Yield Funds are included in the Prospectuses for such funds and have not been separately provided in this filing.
THE RBB FUND, INC.
(BEA ADVISOR CLASSES OF THE BEA INTERNATIONAL EQUITY,
BEA EMERGING MARKETS EQUITY, BEA HIGH YIELD AND
BEA GLOBAL TELECOMMUNICATIONS FUNDS)
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
under the Securities Act of 1933
Part A Prospectus
1. Cover Page. . . . . . . . . . . . . . Cover Page
2. Synopsis. . . . . . . . . . . . . . . Annual Fund Operating Expenses
3. Condensed Financial Information . . . Financial Highlights
4. General Description of Registrant . . Cover Page; The Company; Investment Objectives and Policies; Investment Limitations; Risk Factors
5. Management of the Fund. . . . . . . . Management
5A. Management's Discussion
of Fund Performance . . . . . . . . Not Applicable 6. Capital Stock and Other Securities. . Cover Page; Dividends and Distributions; Taxes; Shareholder Servicing; 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. Pending Legal Proceedings . . . . . . Not Applicable |
THE RBB FUND, INC.
(BEA ADVISOR CLASSES OF THE BEA INTERNATIONAL EQUITY,
BEA EMERGING MARKETS EQUITY, BEA HIGH YIELD AND
BEA GLOBAL TELECOMMUNICATIONS FUNDS)
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
under the Securities Act of 1933
PART B STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page. . . . . . . . . . . . . . Cover Page 11. Table of Contents . . . . . . . . . . Contents 12. General Information and History . . . General; Directors and Officers; Additional Information Concerning Fund Shares; Miscellaneous; see Prospectus - "The Fund" 13. Investment Objectives and Policies. . Common Investment Policies; Supplemental Investment Objectives and Policies; Investment Limitations; Risk Factors 14. Management of the Fund. . . . . . . . Directors and Officers; Investment Advisory and Servicing Arrangements 15. Control Persons and Principal Holders of Securities . . . . . . . . . . . Miscellaneous 16. Investment Advisory and Other Services. . . . . . . . . . . . . . Investment Advisory and Servicing Arrangements; See Prospectus - "Management" 17. Brokerage Allocation and Other Practices . . . . . . . . . . . . . Portfolio Transactions 18. Capital Stock and Other Securities. . Additional Information Concerning 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" and "How to Redeem Shares" 20. Tax Status. . . . . . . . . . . . . . Taxes; See Prospectus - "Taxes" 21. Underwriters. . . . . . . . . . . . . Not Applicable 22. Calculation of Performance Data . . . Performance and Yield Information 23. Financial Statements. . . . . . . . . Miscellaneous |
BEA ADVISOR FUNDS
BEA INTERNATIONAL EQUITY FUND
BEA EMERGING MARKETS EQUITY FUND
BEA GLOBAL TELECOMMUNICATIONS FUND
BEA HIGH YIELD FUND
(INVESTMENT PORTFOLIOS OF THE RBB FUND, INC.)
SUPPLEMENT DATED MAY 9, 1997
TO THE PROSPECTUS DATED OCTOBER 15, 1996
FINANCIAL HIGHLIGHTS
The following Financial Highlights are added to the Prospectus after page P-2:
FINANCIAL HIGHLIGHTS
The "Financial Highlights" presented below set forth certain
investment results for the BEA Advisor Classes representing interests in the
BEA International Equity, BEA Emerging Markets Equity, BEA Global
Telecommunications and BEA High Yield Funds (the "BEA Advisor Funds") for the
six-month period ended February 28, 1997. Shares of the Advisor Class of the
BEA International Equity, BEA Emerging Markets Equity and BEA High Yield
Funds were first issued on November 1, 1996. Shares of the Advisor Class of
the BEA Global Telecommunications Fund were first issued on December 4, 1996.
The financial data included in this table has been derived from unaudited
financial statements and notes thereto for the six-month period ended
February 28, 1997, which are included in the Semi-Annual Report to
Shareholders for the BEA International Equity, BEA Emerging Markets Equity,
BEA Global Telecommunications and BEA High Yield Funds. The Semi-Annual
Report to Shareholders has been filed with the Securities and Exchange
Commission and the financial statements therein have been incorporated by
reference into the Statement of Additional Information for the BEA Advisor
Funds. The financial data should be read in conjunction with such financial
statements and notes thereto. Further information about the performance of
the BEA Advisor Funds is available in the Semi-Annual Report to Shareholders.
Both the Statement of Additional Information and the Semi-Annual Report to
Shareholders may be obtained from the Fund free of charge by calling the
telephone number on page 1 of the prospectus.
BEA International BEA Emerging Markets BEA Global Equity Fund Equity Fund Telecommunications Fund BEA High Yield Fund ----------------------- ----------------------- ----------------------- ----------------------- For the Period For the Period For the Period For the Period November 1, 1996* to November 1, 1996* to December 4, 1996* to November 1, 1996* February 28, 1997 February 28, 1997 February 28, 1997 to February 28, 1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ----------------------- ----------------------- ----------------------- ----------------------- Advisor Advisor Advisor Advisor ------- ------- ------- ------- Net asset value, beginning of period. . . . . . . $ 19.67 $ 18.08 $ 15.00 $ 16.21 ------------ ------------ ------------ ------------ Income from investment operations Net investment income (loss) . 0.08 (0.03) (0.01) 0.28 Net gain (loss) on securities (both realized and unrealized). . . . . . . . . 1.24 2.61 1.19 0.56 ------------ ------------ ------------ ------------ Total from investment operations . . . . . . . . . 1.32 2.58 1.18 0.84 ------------ ------------ ------------ ------------ Less Distributions Dividends from net investment income. . . . . (0.26) (0.06) --- (0.36) Distributions from capital gains. . . . . . . --- --- --- --- ------------ ------------ ------------ ------------ Total distributions. . . . . . (0.26) (0.06) --- (0.36) ------------ ------------ ------------ ------------ Net asset value, end of period . . $ 20.73 $ 20.60 $ 16.18 $ 16.69 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total return . . . . . . . . . . . 6.73%(c)(d) 14.31%(c)(d) 7.87%(c) 12.42%(c) Ratio/Supplemental Data Net assets, end of period. . . . $5,265 $5,480 $491,493 $83,831 Ratio of expenses to average net assets . . . . . . 1.41%(a)(b) 1.74%(a)(b) 1.65%(a)(b) 0.95%(a)(b) Ratio of net investment income (loss) to average net assets . . . . . . . . . . (0.67)%(b) (1.03)%(b) (0.34)%(b) 9.25%(b) Fund turnover rate . . . . . . . 50%(c) 45%(c) 13%(c) 38%(c) Average commission rate(e) . . . --- --- $ .0037 N/A |
(a) Without the voluntary waiver of advisory fees and administration fees, the ratios of expenses to average net assets for the Advisor classes of the BEA International Equity, BEA Emerging Markets Equity and BEA High Yield Funds would have been 1.49%, 1.86% and 1.36%, respectively, annualized for the period from November 1, 1996 to February 28, 1997. Without the voluntary waiver of advisory fees and administration fees, the ratio of expenses to average net assets for the Advisor class of the BEA Global Telecommunications Fund would have been 2.83%, annualized for the period from December 4, 1996 to February 28, 1997.
(b) Annualized.
(c) Not annualized.
(d) Redemption fees not reflected in total return.
(e) Computed by dividing the total amount of brokerage commissions paid by the total shares of investment securities purchased and sold during the period for which commissions were charged, as required by the SEC.
* Commencement of operations.
[LOGO] B E A
ADVISOR FUNDS
INTERNATIONAL EQUITY FUND
EMERGING MARKETS EQUITY FUND
GLOBAL TELECOMMUNICATIONS FUND
HIGH YIELD FUND
PROSPECTUS -- OCTOBER 15, 1996
TABLE OF CONTENTS
PAGE --------- Annual Fund Operating Expenses..................................................................................... P-2 Financial Highlights............................................................................................... P-3 The Company........................................................................................................ P-3 Investment Objectives and Policies................................................................................. P-3 Investment Limitations............................................................................................. P-7 Risk Factors....................................................................................................... P-7 Management......................................................................................................... P-9 Expenses........................................................................................................... P-12 How to Purchase Shares............................................................................................. P-12 How to Redeem Shares............................................................................................... P-14 Net Asset Value.................................................................................................... P-16 Dividends and Distributions........................................................................................ P-16 Taxes.............................................................................................................. P-16 Multi-Class Structure.............................................................................................. P-18 Description of Shares.............................................................................................. P-18 Other Information.................................................................................................. P-19 |
BEA ADVISOR FUNDS
THE BEA ADVISOR FUNDS CONSIST OF FOUR CLASSES OF COMMON STOCK OF THE RBB FUND, INC. (THE "COMPANY"), AN OPEN-END MANAGEMENT INVESTMENT COMPANY. SHARES (COLLECTIVELY, THE "ADVISOR SHARES" OR "SHARES") OF SUCH CLASSES (THE "ADVISOR CLASSES" OR "CLASSES") ARE OFFERED BY THIS PROSPECTUS AND REPRESENT INTERESTS IN ONE OF THE FOUR OF THE INVESTMENT PORTFOLIOS OF THE COMPANY DESCRIBED IN THIS PROSPECTUS (COLLECTIVELY, THE "FUNDS"). THE INVESTMENT OBJECTIVE OF EACH FUND DESCRIBED IN THIS PROSPECTUS IS AS FOLLOWS:
BEA INTERNATIONAL EQUITY FUND -- seeks to provide long-term appreciation of capital. The Fund will invest primarily in equity securities of non-U.S. issuers.
BEA EMERGING MARKETS EQUITY FUND -- seeks to provide long-term appreciation of capital. The Fund will invest primarily in equity securities in emerging country markets.
BEA GLOBAL TELECOMMUNICATIONS FUND -- seeks to provide long-term appreciation of capital. The Fund will invest primarily in equity securities of telecommunications companies, both foreign and domestic.
BEA HIGH YIELD FUND -- seeks to provide a high total return. The Fund will invest primarily in high yield fixed income securities (also known as "junk bonds") issued by corporations, governments and agencies, both domestic and foreign. The Fund will invest without regard to maturity or credit quality limitations.
There can be, of course, no assurance that a Fund's investment objective will be achieved. Investments in the Funds involve certain risks. See "Risk Factors."
THE BEA HIGH YIELD FUND MAY INVEST ITS ASSETS WITHOUT LIMITATION IN SECURITIES WHICH MAY INCLUDE BELOW INVESTMENT-GRADE QUALITY SECURITIES COMMONLY
KNOWN AS "JUNK BONDS". INVESTMENTS OF THIS TYPE ARE SUBJECT TO GREATER RISKS, INCLUDING THE RISK OF LOSS OF PRINCIPAL AND INTEREST, THAN THOSE INVOLVED WITH INVESTMENT GRADE SECURITIES. PURCHASERS SHOULD CAREFULLY ASSESS THE RISKS
ASSOCIATED WITH AN INVESTMENT IN THIS FUND. SEE "RISK FACTORS."
BEA Associates ("BEA" or the "Adviser"), a U.S. investment advisory firm, will act as the investment adviser to each Fund. BEA maintains a global investment strategy and, as of September 30, 1996, served as adviser for approximately $31.3 billion in assets.
The minimum initial investment in a Fund is $2,500 and the minimum subsequent investment is $250. The minimum initial investment for Individual Retirement Accounts, Uniform Gifts to Minors and Automatic Investment Plans are $1,000 and minimum subsequent investments in these Plans are $100.
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 October 15, 1996, has been filed with the
Securities and Exchange Commission (the "SEC") and is incorporated by reference
in this Prospectus. The Statement of Additional Information is available for
reference, along with related materials, on the SEC website
(http://www.sec.gov). It may also be obtained free of charge by calling (800)
401-2230.
Shares of the Funds are not deposits or obligations of, or guaranteed or endorsed by, any 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 Funds 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 OCTOBER 15, 1996
ANNUAL FUND OPERATING EXPENSES (AFTER WAIVERS)
BEA BEA EMERGING BEA INTERNATIONAL MARKETS GLOBAL BEA EQUITY EQUITY TELECOMMUNICATIONS HIGH YIELD FUND FUND FUND FUND ------------- -------- --------------------- ------------- Management Fees (after waivers)(1)................ .80% 1.00% 1.00% .45%(2) 12b-1 Fees........................................ .25% .25% .25% .25% Other Expenses (after waivers)(3)................. .39% .49% .40% .25% --- --- --- --- Total Fund Operating Expenses (after waivers)(3)...................................... 1.44% 1.74% 1.65% .95% --- --- --- --- --- --- --- --- |
(2) Before expense waivers, management fees would be .70%.
(3) Based upon estimated amounts for the current fiscal year after expense waivers. Before expense waivers, Other Expenses would be .42%, .62% and .41% for the BEA International Equity, the BEA Emerging Markets Equity, and the BEA High Yield Funds, respectively, and Total Fund Operating Expenses would be 1.47%, 1.87% and 1.36%.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in each of the Funds, assuming (1) a 5% annual return, and (2) redemption at the end of each time period.
ONE THREE FIVE TEN YEAR YEARS YEARS YEARS ------ ------ ------- ------- BEA International Equity Fund......................................... $ 15 $46 $ 79 $ 172 BEA Emerging Markets Equity Fund...................................... $ 18 $55 $ 94 $ 205 BEA Global Telecommunications Fund.................................... $ 17 $52 N/A N/A BEA High Yield Fund................................................... $ 10 $30 $ 52 $ 115 |
The Example in this fee table assumes that all dividends and distributions are reinvested and that the amounts listed under "Annual Fund Operating Expenses" remain the same in the years shown. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
This fee table is designed to assist an investor in understanding the various costs and expenses that an investor in each of the Funds will bear directly or indirectly. For more complete descriptions of various costs and expenses see "Management" below. The "Other Expense" figures are restated from fees and costs of the Institutional Classes of the Funds as of August 31, 1996, except for the BEA Global Telecommunications Fund, for which Other Expenses are estimated for the current fiscal year. Actual expenses of the Advisor Shares may be greater or less than such costs and fees of the Institutional Shares. However, there can be no assurance that any future waivers of Management and Administration Fees (if any) will not vary from the figures reflected in this fee table. To the extent any service providers assume additional expenses of any Fund, such assumptions of additional expenses will have the effect of lowering a Fund's overall expense ratio and increasing its return to investors.
BEA ADVISOR FUNDS
FINANCIAL HIGHLIGHTS
THE COMPANY
The Company is an open-end management investment company that currently operates or proposes to operate nineteen separate investment portfolios. Each of the BEA Advisor Funds represent interests in a separate portfolio. Each Fund is non-diversified. The Company was incorporated in Maryland on February 29, 1988.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each Fund may not be changed without the affirmative
vote of a majority of the Fund's outstanding shares (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")). As with other
mutual funds, there can be no assurance that any Fund will achieve its
investment objective. Because of their different investment emphases, each Fund
should be considered as a vehicle for diversification and not as a balanced
investment program. The Statement of Additional Information contains a more
detailed description of the various investments and investment techniques used
by the Funds.
BEA INTERNATIONAL EQUITY FUND
The BEA International Equity Fund's investment objective is to seek long-term appreciation of capital by investing primarily in equity securities of non-U.S. issuers. The Fund defines equity securities of non-U.S. issuers as securities of issuers whose principal activities are outside the United States. The Fund expects that its investments will be concentrated in Argentina, Australia, Austria, Brazil, Canada, Chile, Colombia, Denmark, England, Finland, France, Germany, Greece, Hong Kong, Hungary, Italy, Japan, Malaysia, Mexico, The Netherlands, New Zealand, Norway, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Thailand and Venezuela. The Fund may invest in securities of issuers in Emerging Markets, as defined below under "Investment Objectives and Policies -- BEA Emerging Markets Equity Fund," but does not expect to invest more than 40% of its total assets in securities of issuers in Emerging Markets. The Fund will invest in securities of issuers from at least three countries outside the United States.
Under normal market conditions, the Fund will invest a minimum of 80% of its total assets in equity securities of non-U.S. issuers. Such equity securities include common stock and preferred stock (including convertible preferred stock); bonds, notes and debentures convertible into
common or preferred stock; stock purchase warrants and rights; equity interests in trusts and partnerships; and depositary receipts of companies.
The Fund may invest up to 20% of its total assets in debt securities issued by U.S. or foreign governments or corporations, although it does not currently intend to invest more than 5% of its net assets in debt securities. The Fund has no limitation on the maturity or the credit quality of the debt securities in which it invests, which may include lower-quality, high yielding securities, commonly known as "junk bonds." See "Risk Factors -- Lower-Rated Securities." BEA EMERGING MARKETS EQUITY FUND
The BEA Emerging Markets Equity Fund's investment objective is to seek long-term appreciation of capital by investing primarily in equity securities of issuers in Emerging Markets. As used in this Prospectus, an Emerging Market is any country which is generally considered to be an emerging or developing country by the World Bank and the International Finance Corporation, as well as countries that are classified by the United Nations as emerging or developing, at the time of the Fund's investment. The countries that will not be considered Emerging Markets include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway, Spain, Switzerland, the United Kingdom and the United States. Under normal market conditions, the Fund will invest a minimum of 80% of its total assets in equity securities of issuers in Emerging Markets. The Fund will not necessarily seek to diversify investments on a geographical basis or on the basis of the level of economic development of any particular country. The Fund will at all times, except during defensive periods, maintain investments in at least three Emerging Markets.
The Fund normally will not emphasize dividend or interest income in choosing securities, unless BEA believes the income will contribute to the securities' appreciation potential.
An equity security of an issuer in an Emerging Market is defined as common stock and preferred stock (including convertible preferred stock); bonds, notes and debentures convertible into common or preferred stock; stock purchase warrants and rights; equity interests in trusts and partnerships; and depositary receipts of companies: (i) the principal securities trading market for which is in an Emerging Market; (ii) whose principal trading market is in any country, provided that, alone or on a consolidated basis, they derive 50% or more of their annual revenue from either goods produced, sales made or services performed in Emerging Markets; or (iii) that are organized under the laws of, and with a principal office in, an Emerging Market. Determinations as to eligibility will be made by BEA based on publicly available information and inquiries made to the companies.
To the extent that the Fund's assets are not invested as described above, the
remainder of the assets may be invested in government or corporate debt
securities of Emerging Market or developed countries, although the Fund does not
presently intend to invest more than 5% of its net assets in debt securities.
Debt securities may include lower-rated debt securities (commonly known as "junk
bonds"). See "Risk Factors -- Lower-Rated Securities."
BEA GLOBAL TELECOMMUNICATIONS FUND
The BEA Global Telecommunications Fund's investment objective is long term capital appreciation by investing primarily in equity securities of telecommunications companies, both foreign and domestic. It is the policy of the Fund under normal market conditions to invest not less than
65% of its total assets in equity securities (including common and preferred stocks, convertible securities and warrants to acquire such equity securities) of telecommunications companies. The Fund will invest in convertible securities based on their underlying equity characteristics without regard to the credit rating of such securities. Such convertible securities may include lower-quality high yielding securities commonly known as "junk bonds." See "-- Risk Factors -- Lower Rated Securities". As a Fund investing in global markets, at least 65% of the Fund's investments will be made in at least three different countries. The Fund considers telecommunications companies to be those which are engaged primarily in designing, developing, operating, financing, manufacturing or providing the following activities, products and services: communications equipment and services (including equipment and services for both data and voice transmission); electronic components and equipment; broadcast (including television and radio, satellite, microwave and cable television); computer equipment, mobile communications and cellular radio and paging; electronic mail; local and wide area networking and linkage of word and data processing systems; publishing and information systems; video and telex; and emerging technologies combining telephone, television and/or computer systems (collective "telecommunication activity"). A "telecommunications" company is an entity in which (i) at least 50% of either its revenue or earnings was derived from telecommunications activity, or (ii) at least 50% of its assets was devoted to telecommunications activity based on the company's most recent fiscal year. The remainder of the assets of the BEA Global Telecommunications Fund may be invested in equity or non-equity securities issued by companies that are not primarily engaged in telecommunications activities.
Because the Fund will concentrate its investments in the telecommunications industry, its investments may be subject to greater risk and market fluctuation than a fund that has securities representing a broader range of investment alternatives.
Telecommunications industries may be subject to greater governmental regulation
than many other industries and changes in governmental policies and the need for
regulatory approvals may have a material effect on the products and services of
this industry. Telephone operating companies in the United States, for example,
are subject to both federal and state regulation affecting permitted rates of
return and the kinds of services that may be offered. Certain types of companies
represented in the Fund are engaged in competition for market share. In recent
years, these have been companies providing goods and services such as private
and local area networks and telephone set equipment.
BEA HIGH YIELD FUND
BEA High Yield Fund seeks to provide high total return by investing primarily in high yield fixed income securities (commonly known as "junk bonds") issued by corporations, governments and agencies, both U.S. and foreign. Under normal market conditions, the Fund will invest a minimum of 65% of its total assets in such high yield fixed income securities, with the remainder invested in fixed income securities which may have equity characteristics, such as convertible bonds. The Fund is not limited in the extent to which it can invest in junk bonds (i.e., securities rated below investment grade by recognized rating agencies or in comparable unrated securities). See "Risk Factors -- Lower-Rated Securities." The portion of the Fund's assets invested in various countries will vary from time to time depending on BEA's assessment of market opportunities.
The value of the securities held by the Fund, and thus the net asset value of the shares of the Fund, generally will vary inversely in relation to changes in prevailing interest rates. Also, the value of such securities may be affected by changes in real or perceived creditworthiness of the issuers. The Fund is not restricted to any maximum or minimum time to maturity in purchasing portfolio securities, and the average maturity of the Fund's assets will vary based upon BEA's assessment of economic and market conditions.
COMMON INVESTMENT POLICIES
This section describes certain investment policies that are common to each Fund. These policies are described in more detail in the Statement of Additional Information.
TEMPORARY INVESTMENTS. For temporary purposes during periods in which BEA believes changes in economic, financial or political conditions make it advisable, each Fund may reduce its holdings in equity and other securities and invest up to 100% of its assets in cash or certain short-term (less than twelve months to maturity) and medium-term (not greater than five years to maturity) interest-bearing instruments or deposits of United States and foreign issuers. Such investments may include, but are not limited to, commercial paper, certificates of deposit, variable or floating rate notes, bankers' acceptances, time deposits, government securities and money market deposit accounts. See Statement of Additional Information, "Common Investment Policies -- Temporary Investments." To the extent permitted by their investment objectives and policies, the Funds may hold cash or cash equivalents pending investment.
BORROWING. A Fund may borrow up to 33 1/3 percent of its total assets without obtaining shareholder approval. The Adviser intends to borrow, or to engage in reverse repurchase agreements or dollar roll transactions, only for temporary or emergency purposes. See Statement of Additional Information, "Common Investment Policies -- Reverse Repurchase Agreements" and "-- Borrowing."
RULE 144A SECURITIES. Rule 144A securities are securities which are restricted as to resale to the general public, but which may be resold to qualified institutional buyers. Each Fund may invest in Rule 144A securities that BEA has determined are liquid pursuant to guidelines established by the Company's Board of Directors.
INVESTMENT COMPANIES. Each Fund may invest in securities issued by other investment companies within the limit prescribed by the 1940 Act. As a shareholder of another investment company, each Fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that a Fund bears directly in connection with its own operations.
PORTFOLIO TURNOVER. BEA will effect portfolio transactions in each Fund without regard to holding period, if, in its judgment, such transactions are advisable in light of general market, economic or financial conditions. The BEA International Equity, the BEA Emerging Markets Equity, the BEA Global Telecommunications and the BEA High Yield Funds anticipate that their annual portfolio turnover rate should not exceed 100% under normal conditions. However, it is impossible to predict portfolio turnover rates. The amount of portfolio activity will not be a limiting factor when making portfolio decisions. See the Statement of Additional Information, "Portfolio Transactions" and "Taxes."
CURRENCY HEDGING. BEA may seek to hedge against a decline in value of a Fund's
non-dollar denominated portfolio securities resulting from currency devaluations or fluctuations. Unless the BEA Funds engage in currency hedging transactions, they will be subject to the risk of changes in relation to the U.S. dollar of the value of the foreign currencies in which their assets are denominated. These Funds may also seek to protect, during the period prior to its remittance, the value of the amount of interest, dividends and net realized capital gains received or to be received in a local currency that it intends to remit out of a foreign country by investing in high-quality short-term U.S. dollar-denominated debt securities of such country and/or participating in the forward currency market for the purchase of U.S. dollars in the country. There can be no guarantee that suitable U.S. dollar-denominated investments will be available at the time BEA wishes to use them to hedge amounts to be remitted.
INVESTMENT LIMITATIONS
Each Fund is subject to the following fundamental investment limitation, which may not be changed with respect to a Fund except upon the affirmative vote of the holders of a majority of that Fund's outstanding shares. A complete list of the Funds' fundamental investment limitations is set forth in the Statement of Additional Information under "Investment Limitations." Each Fund may not:
RISK FACTORS
FOREIGN SECURITIES. Investing in the securities of non-U.S. issuers involves opportunities and risks that are different from investing in the securities of U.S. issuers. The risks associated with investing in securities of non-U.S. issuers are generally heightened for investments in securities of issuers in Emerging Markets.
Because foreign securities generally are denominated and pay dividends or interest in foreign currencies, and the Funds 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 Funds' assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in exchange rates. In addition, investors should realize that the value of the Funds' investments may be adversely affected by changes in political or social conditions, diplomatic relations, confiscatory taxation, expropriation, limitation on the removal of funds or assets, or imposition of (or change in) exchange control regulations in those foreign nations. In addition, changes in
government administrations or economic or monetary policies in the U.S. or abroad could result in appreciation or depreciation of portfolio securities and could favorably or adversely affect the Funds' operations. Furthermore, the economies of individual foreign nations may differ from that of the United States, whether favorably or unfavorably, in areas such as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Any foreign investments made by the Funds must be made in compliance with U.S. and foreign currency restrictions and tax laws restricting the amounts and types of foreign investments.
In general, less information is publicly available with respect to foreign issuers than is available with respect to U.S. companies. Most foreign companies are also not subject to the uniform accounting and financial reporting requirements applicable to issuers in the United States. The Funds' foreign investments may be less liquid and their prices may be more volatile than comparable investments in securities in U.S. companies. Expenses relating to foreign investments are higher than those relating to domestic securities. In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers in foreign countries than in the United States.
LOWER-RATED SECURITIES. The widespread expansion of government, consumer and corporate debt within the economy has made the corporate sector, especially cyclically sensitive industries, more vulnerable to economic downturns or increased interest rates. Because lower-rated debt securities involve issuers with weaker credit fundamentals (such as debt-to-equity ratios, interest charge coverage, earnings history and the like), an economic downturn, or increases in interest rates, could severely disrupt the market for lower-rated debt securities and adversely affect the value of outstanding debt securities and the ability of the issuers to repay principal and interest.
Lower-rated debt securities (commonly known as "junk bonds") possess speculative characteristics and are subject to greater market fluctuations and risk of lost income and principal than higher-rated debt securities for a variety of reasons. The markets for and prices of lower-rated debt securities have been found to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or individual corporate developments. Also, during an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals and to obtain additional financing. If the issuer of a debt security owned by a Fund defaulted, the Fund could incur additional expenses in seeking recovery with no guaranty of recovery. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of lower-rated debt securities and a Fund's net asset value. Lower-rated debt securities also present risks based on payment expectations. For example, lower-rated debt securities may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, a Fund would have to replace the security with a lower yielding security, resulting in a decreased return for investors. Conversely, a lower-rated debt security's value will decrease in a rising interest rate market, as will the value of a Fund's assets. If a Fund experiences unexpected net redemptions, this may force it to
sell its lower-rated debt securities, without regard to their investment merits, thereby decreasing the asset base upon which a Fund's expenses can be spread and possibly reducing a Fund's rate of return.
MANAGEMENT
BOARD OF DIRECTORS
The business and affairs of the Company and each investment portfolio are managed under the direction of the Company's Board of Directors.
INVESTMENT ADVISER
BEA serves as the Investment Adviser for each of the Funds pursuant to investment advisory agreements (the "Advisory Agreements"). BEA is a general partnership organized under the laws of the State of New York in December 1990 and, together with its predecessor firms, has been engaged in the investment advisory business for over 60 years. BEA is a wholly-owned subsidiary of Credit Suisse, the second largest Swiss bank which in turn is a subsidiary of CS Holding, a Swiss Corporation. Active employees of BEA have a long-term equity incentive plan. BEA is a Registered Investment Adviser under the Investment Advisers Act of 1940, as amended. BEA's principal offices are located at One Citicorp Center, 153 East 53rd Street, New York, New York 10022.
BEA is a diversified Investment Adviser, managing global equity, fixed income and derivative securities accounts for corporate pension and profit-sharing plans, state pension funds, union funds, endowments and other charitable institutions. As of September 30, 1996, BEA managed approximately $31.3 billion in assets. BEA currently acts as Investment Adviser for twenty investment companies registered under the Investment Company Act, and as sub-adviser to certain portfolios of twelve other registered investment companies. BEA also acts as Investment Adviser for forty-two offshore funds.
BEA will select investments for each of the Funds and will place purchase and sale orders on behalf of each of the Funds. The Funds may use affiliates of Credit Suisse in connection with the purchase or sale of securities in accordance with the rules or exemptive orders adopted by the Securities and Exchange Commission (the "SEC") when BEA believes that the charge for the transaction does not exceed usual and customary levels. BEA is also responsible for providing to the Funds' and the Company's service providers prompt and accurate data with respect to the Funds' transactions.
The day-to-day portfolio management of the BEA International Equity and the BEA Emerging Markets Equity Funds is the responsibility of the BEA International Equity Management Team. The Team consists of the following investment professionals: William P. Sterling (Managing Director), Richard Watt (Managing Director), Stephen M. Swift (Managing Director), and Steven D. Bleiberg (Senior Vice President). Mr. Sterling joined BEA in 1995, prior to which time he was the head of International Economics at Merrill Lynch &
Company. Mr. Watt joined BEA in 1995, prior to which time he was the head of emerging markets investments and research at Gartmore Investment Limited in London. Prior to 1992, he was a director of Kleinwort Benson International Investment in London and was a portfolio manager with Lorithan Regional Council, a public pension plan sponsor in Scotland. Mr. Swift joined BEA in 1995, prior to which time he spent three years at Credit Suisse Asset Management in London, where he was the head of Global Equities and portfolio manager for the CS Tiger Fund. For the previous 15 years he was with Wardley Investment Services, a Hong Kong-based subsidiary of the Hong Kong and Shanghai Bank. Mr. Bleiberg has been engaged as an investment professional with BEA for more than five years.
The day to day portfolio management of the BEA Global Telecommunications Fund is the responsibility of the BEA Global Telecommunications Management Team. The Team consists of the following investment professionals: Richard Watt (Managing Director), William P. Sterling (Managing Director), Todd M. Rice (Senior Vice President) and Stephen Waite (Vice President). Mr. Rice has been engaged as an investment professional with BEA for more than five years. Mr. Waite joined BEA in 1995, prior to which he was Vice President and Senior European Economist for Merrill Lynch & Company in London.
The day-to-day portfolio management of the BEA High Yield Fund is the responsibility of the BEA High Yield Management Team. The Team consists of the following investment professionals: Richard Lindquist (Managing Director), Misia Dudley (Senior Vice President), Marianne Rossi (Senior Vice President), and John Tobin (Vice President). Mr. Lindquist, Ms. Dudley, Ms. Rossi and Mr. Tobin joined BEA in 1995 as a result of BEA's acquisition of CS First Boston Investment Management. Prior to joining CS First Boston, Mr. Lindquist and Ms. Rossi were with Prudential Insurance Company of America. Prior to joining CS First Boston, Ms. Dudley was with Stockbridge Partners, and prior to that had spent five years with E.F. Hutton. Prior to joining CS First Boston, Mr. Tobin managed portfolios for Integrated Resources and prior to that was Vice President and industry analyst with Bankers Trust Company.
For the advisory services provided and expenses assumed by it, BEA is entitled to receive a fee from the BEA International Equity Fund, the BEA Emerging Markets Equity Fund, the BEA Global Telecommunications Fund and the BEA High Yield Fund at an annual rate of .80%, 1.00%, 1.00% and .70%, respectively, of average daily net assets, computed daily and payable monthly.
BEA may, at its discretion from time to time agree to waive voluntarily all or any portion of its advisory fee for any Fund. BEA has agreed to reimburse each Fund for the amount, if any, by which the total operating and management expenses of such 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. BEA may assume additional expenses of a Fund from time to time. In certain circumstances, BEA 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 a Fund's expense ratio and of decreasing return to investors.
The Advisory Agreements provide that BEA shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with the matters to
which the Advisory Agreement relates and shall be indemnified for any losses and claims in connection with any claim relating thereto, except liability resulting from willful misfeasance, bad faith or gross negligence on BEA's part in the performance of its duties or from reckless disregard of its obligations and duties under the Advisory Agreement.
CO-ADMINISTRATORS
PFPC Inc. ("PFPC"), an indirect, wholly-owned subsidiary of PNC Bank Corp., serves as co-administrator for the Funds. As co-administrator, PFPC will provide various services to each Fund, including determining each of the Fund's net asset value, providing all accounting services for the Funds and generally assisting in all aspects of each Fund's operations. As compensation for administrative services, the Company will pay PFPC a fee calculated at the annual rate of .125% of each Fund's average daily net assets. PFPC has its principal offices at 400 Bellevue Parkway, Wilmington, Delaware 19809.
The Company employs BEA as co-administrator. As co-administrator, BEA generally assists each of the Funds in all aspects of their administration and shareholder servicing. As compensation, the Company pays to BEA a fee calculated at an annual rate of .05% of each Fund's average daily net assets for assets up to $125 million, and .10% thereafter.
DISTRIBUTOR
Counsellors Securities Inc. ("Counsellors Securities") serves as the Company's distributor. Counsellors Securities is located at 466 Lexington Avenue, New York, New York 10017-3147. Counsellors Securities receives a fee at an annual rate equal to .25% of the Fund's average daily net assets for distribution services, pursuant to a distribution agreement between Counsellor's Securities and the Company in accordance with a distribution plan (the "12b-1 Plan") adopted by the Company pursuant to Rule 12b-1 under the 1940 Act. Amounts paid to Counsellors Securities under the Company's 12b-1 Plan may be used by Counsellors Securities to cover expenses that are related to (i) the distribution of Advisor Shares of the Funds, (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 Funds, all as set forth in the Company's 12b-1 Plan. Payments under the 12b-1 Plan are not tied exclusively to the expenses actually incurred. Counsellors Securities may delegate some or all of these functions to a Service Organization. See "How to Purchase Shares -- Purchases Through Intermediaries." The Company's Board of Directors will evaluate the appropriateness of the 12b-1 Plan on a continuing basis and in doing so will consider all relevant factors, including expenses borne by Counsellors Securities and amounts received under the 12b-1 Plan.
Counsellors Securities or its affiliates may, at their own expense, provide promotional incentives to parties who support the sale of shares of a Fund, consisting of securities dealers who have sold Fund shares or others, including banks and other financial institutions, under special arrangements. In some instances, these incentives may be offered only to certain institutions whose representatives provide services in connection with the sale or expected sale of significant amounts of Fund Shares.
TRANSFER AGENT
State Street Bank and Trust Company ("State Street") acts as transfer agent for the Funds. It has delegated to Boston Financial Data Services, Inc. ("BFDS"), a 50% owned subsidiary, responsibility for most transfer agent servicing functions. State Street's principal address is 225
Franklin Street, Boston, MA 02110 and BFDS's principal address is 2 Heritage Drive, Quincy, MA 02171, telephone number (800) 401-2230.
CUSTODIAN
EXPENSES
HOW TO PURCHASE SHARES
Shares representing interests in the Funds are offered continuously for sale by the Distributor and may be purchased without imposition of a sales charge. Shares of a Fund may be purchased either by mail or, with special advance instructions, by wire.
BY MAIL
If an investor desires to purchase shares by mail, a check or money order made payable to the "BEA Advisor Funds" (in U.S. currency) should be sent along with the completed account application to the "BEA Advisor Funds" at the address set forth below. Checks payable to the investor and endorsed to the order of the "BEA Advisor Funds" will not be accepted as payment and will be returned to sender. If payment is received by check in proper form on or before 4:00 p.m. (Eastern time) on a day that a Fund calculates its net asset value (a "Business Day") the purchase will be made at the Fund's net asset value calculated at the end of that day. If payment is received after 4:00 p.m., the purchase will be effected at the Fund's net asset value determined for the next Business Day after payment has been received. Checks or money orders that are not in proper form or that are not accompanied or preceded by a complete application will be returned to sender. Shares purchased by check are entitled to receive dividends and distributions beginning on the day after payment has been received. Checks should be made payable to the "BEA Advisor Funds" accompanied by a breakdown of amounts to be invested in each Fund. If a check used for purchase does not clear, the Funds will cancel the purchase and the investor may be liable for losses or fees incurred. For a description of the manner of calculating a Fund's net asset value, see "Net Asset Value" below.
SEND TO:
BEA ADVISOR FUNDS
P.O. Box 8500
Boston, MA 02266-8500
OVERNIGHT TO:
BFDS
ATTN: BEA ADVISOR FUNDS
2 Heritage Drive
North Quincy, MA 02171
BY WIRE
An investor may also purchase shares in a Fund by wiring funds from their banks. Telephone orders will not be accepted until a complete account application in proper form has been received and an account number has been established. After telephoning (800) 401-2230 for instructions, an investor should then wire federal funds to the BEA Advisors Funds c/o BFDS using the following wire address:
State Street Bank & Trust Company
ABA# 0110 000 28
ATTN: Mutual Fund/Custody Dept.
[BEA Advisor Fund Name]
DDA# 9905-227-6
For Further Credit: [ACCOUNT NUMBER AND REGISTRATION]
If a telephone order is received by the close of regular trading on the New York Stock exchange (the "NYSE") (currently 4:00 p.m., Eastern time), AND payment by wire is received on the same day in proper form (in accordance with instructions stated above), the shares will be priced according to the net asset value of the Fund on that day and are entitled to dividends and distributions beginning on that day. If payment by wire is received in proper form by the close of the NYSE without a prior telephone order, the purchase will be priced according to the net asset value of the Fund on that day and are entitled to dividends and distributions beginning on that day. However, if a wire received in proper form is not preceded by a telephone order AND is received after the close of regular trading on the NYSE, the payment will be held uninvested until the order is effected at the close of business on the next business day. Payment for orders that are not accepted will be returned to the prospective investor after prompt inquiry. If a telephone order is placed and payment by wire is not received on the same day, the Fund will cancel the purchase and the investor may be liable for losses or fees incurred.
Shares of a Fund are sold without a sales charge. The minimum investment in a Fund is $2,500 and the minimum subsequent investments must be $250, except that subsequent minimum investments can be as low as $100 under the Automatic Investment Plan, Uniform Gifts to Minors Act and through Individual Retirement Accounts described below. The Funds reserve the right to change the initial and subsequent minimum investment requirements at any time.
After an investor has made his initial investment, additional shares may be purchased at any time by mail or by wire in the manner outlined above. Wire payments for initial and subsequent investments should clearly indicate the investor's account number and the name in which shares are being purchased. Each Fund reserves the right to suspend the offering of Shares for a period of time or to reject any specific purchase order. In the interest of economy and convenience, physical certificates representing shares in a Fund are not normally issued.
PURCHASE THROUGH INTERMEDIARIES
The Funds understand that some broker-dealers (other than Counsellors Securities), financial institutions, securities dealers and other industry
professionals ("Service Agents") impose certain conditions on their clients that invest in the Funds, which are in addition to or different from those described in this Prospectus, and, to the extent permitted by applicable regulatory authority, may charge their clients direct fees. Certain features of the Funds, such as the minimum initial or subsequent investments, redemption fees and certain trading restrictions may be modified or waived by Service Agents, and administrative charges or other direct fees may be imposed. Therefore, a client or customer should contact the Service Agent acting on his behalf concerning the fees (if any) charged in connection with a purchase or redemption of a Fund's shares and should read this Prospectus in light of the terms governing his accounts with Service Agents. Service Agents will be responsible for promptly transmitting client or customer purchase and redemption orders to the Funds in accordance with their agreements with clients or customers. Service Agents that have entered into agreements with a Fund or its agent may enter confirmed purchase orders on behalf of clients and customers with payment to follow no later than the Fund's pricing on the following Business Day. If payment is not received by such date the Service Agents could be held liable for resulting fees or losses.
For administration, subaccounting, transfer agency and/or other services, Service Agents may be paid fees up to .35% of the annual average value of accounts maintained by such Service Agents with a Fund.
AUTOMATIC INVESTMENT PLAN
Additional investments in Shares of the Funds may be made automatically by authorizing the BEA Advisor Funds to withdraw funds from your bank account through an Automatic Investment Plan. Investors desiring to participate in an Automatic Investment Plan should call the BEA Advisor Funds, at (800) 401-2230 to obtain the appropriate forms, or complete the appropriate section of the Application included with this Prospectus. The minimum initial investment for an Automatic Investment Plan is $1,000 with minimum monthly payments of $100.
RETIREMENT PLANS AND UNIFORM GIFTS TO MINORS ACT
HOW TO REDEEM SHARES
An investor of a Fund may redeem (sell) his shares on any day that the Fund's net asset value is calculated (see "Net Asset Value" below).
REDEMPTION IN WRITING
Shareholders may redeem for cash some or all of their Fund Shares at any time. To do so, a written request in proper form must be sent directly to the BEA Advisor Funds c/o BFDS, P.O. Box 8500, Boston, MA 02266-8500. 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. Generally, a properly signed written request is all that is required for a redemption. In some cases, however, other
documents may be necessary. Additional documentary evidence of authority is also required by the BEA Advisor Funds in the event redemption is required by a corporation, partnership, trust, fiduciary, executor or administrator.
REDEMPTION BY TELEPHONE
In order to request redemptions by telephone, investors must have completed and returned to the BEA Advisor Funds an account application containing a telephone election. Unless contrary instructions are elected, an investor will be entitled to make redemptions by telephone by calling the BEA Advisor Funds at (800) 401-2230. To add a telephone redemption feature to an existing account that previously did not provide for this option, a Telephone Redemption Authorization form may be obtained from the BEA Advisor Funds. Neither a Fund nor its agents will be liable for following instructions communicated by telephone that it reasonably believes to be genuine. Reasonable procedures will be employed on behalf of the Funds to confirm that instructions communicated by telephone are genuine. Such procedures include providing written confirmation of telephone transactions, tape recording telephone instructions and requiring specific personal information prior to acting upon telephone instructions. If these or other reasonable procedures are not followed, the Funds may be liable for any losses due to unauthorized or fraudulent instructions.
INVOLUNTARY REDEMPTION
The Company reserves the right to redeem an account in any Fund of a shareholder at any time the net asset value of the account in such Fund falls below $500 as the result of a redemption request. Shareholders will be notified in writing that the value of their account in a Fund is less than $500 and will be allowed 30 days to make additional investments before the redemption is processed.
REDEMPTION IN-KIND
The Company reserves the right, at its discretion, to honor any request for redemption of a Fund's Shares by making payment in whole or in part in securities chosen by the Company and valued in the same way as they would be valued for purposes of computing a Fund's net asset value. If payment is made in securities, a shareholder may incur transaction costs in converting these securities into cash after they have redeemed their Shares. The Company has elected, however, to be governed by Rule 18f-1 under the Investment Company 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 Fund. Redeeming shareholders will be required to bear certain administrative or custodial costs in effecting a redemption in-kind.
EXCHANGE PRIVILEGE
An Individual or Intermediary may exchange Advisor Shares of a Fund for Advisor
Shares of any other BEA Advisor Fund at their respective net asset values.
Exchanges may be effected in the manner described under "Redemption of Shares"
above. If an exchange request is received by BEA Advisor Funds prior to 4:00
p.m. (Eastern time), the exchange will be made at each Fund's net asset value
determined on the same business day. The exchange privilege may be modified or
terminated at any time upon 60 days' notice to shareholders.
The exchange privilege is available to shareholders residing in any state in which the Advisor Shares being acquired may legally be sold. When a shareholder effects an exchange of shares, the exchange is treated for federal
income tax purposes as a redemption. Therefore, the shareholder may realize a taxable gain or loss in connection with the exchange. For further information regarding the exchange privilege, the shareholder should contact the BEA Advisor Funds at (800) 401-2230.
In order to request exchanges by telephone, investors must have completed and returned to the BEA Advisor Funds an account application containing a telephone election. Unless contrary instructions are elected, an investor will be entitled to make exchanges by telephone by calling the BEA Advisor Funds at (800) 401-2230. To add a telephone exchange feature to an existing account that previously did not provide for this option, a Telephone Exchange Authorization Form may be obtained from the BEA Advisor Funds. The Funds will employ reasonable procedures to confirm that instructions communicated by telephone are genuine as described above under "Redemption by Telephone."
NET ASSET VALUE
DIVIDENDS AND DISTRIBUTIONS
TAXES
GENERAL
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 (the "Code"). 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 are treated as a return of capital or that are designated as exempt interest dividends) 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 a Fund will be taxed to shareholders as long-term capital gain regardless of the length of time a shareholder has held his Shares or whether such gain was reflected in the price paid for the Shares. All other distributions, to the extent they are taxable, are taxed to shareholders as ordinary income. The current nominal maximum marginal rate on ordinary income for individuals, trusts and estates is generally 39.6%. However, 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.
Transactions in foreign currencies, forward contracts, options and futures contracts (including options and futures contracts on foreign currencies) will be subject to special provisions of the Code that, among other things, may affect the character (i.e., ordinary or capital) of gains or losses realized by a Fund, accelerate the recognition of income by a Fund and defer a Fund's losses. Exchange control regulations may restrict repatriations of investment income and capital or of the proceeds of sales of securities by investors such as the Funds. In addition, certain investments (such as zero coupon securities and shares of so-called "passive foreign investment companies" or "PFICS") may cause a Fund to recognize income without the receipt of cash. Each of these circumstances, whether separately or in combination, may limit a Fund's ability to pay sufficient dividends and to make sufficient distributions to satisfy the Subchapter M and excise tax distributions requirements.
The Company 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. Under certain provisions of the Code, some shareholders may be subject to a 31% "backup" withholding tax on reportable dividends, capital gains distributions and redemption payments. 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 one Fund is not intended to constitute a balanced investment program.
FOREIGN INCOME TAXES
Investment income received by the Funds from sources within foreign countries may be subject to foreign income taxes withheld at the source. The United States has entered into tax treaties with many foreign countries which entitle the Funds to a reduced rate of, or exemption from, taxes on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of each Fund's assets to be invested in various countries is not known.
MULTI-CLASS STRUCTURE
DESCRIPTION OF SHARES
The Company has authorized capital of thirty billion shares of Common Stock, $.001 par value per share, of which 13.47 billion shares are currently classified into 77 different classes of Common Stock (as described in the Statement of Additional Information).
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN RELATE PRIMARILY TO THE BEA ADVISOR CLASSES REPRESENTING AN INTEREST IN THE BEA INTERNATIONAL EQUITY, THE BEA EMERGING MARKETS EQUITY, THE BEA GLOBAL TELECOMMUNICATIONS AND THE BEA HIGH YIELD FUNDS AND DESCRIBE ONLY THE INVESTMENT
OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO SUCH CLASSES.
Each share that represents an interest in a Fund has an equal proportionate interest in the assets belonging to such Fund with each other share that represents an interest in such Fund. Shares
of the Company do not have preemptive or conversion rights. When issued for payment as described in this Prospectus, Shares will be fully paid and non-assessable. This Prospectus combines offering information with respect to four Funds; there is a possibility that one Fund might become liable for any misstatement, inaccuracy, or incomplete disclosure in the Prospectus concerning another Fund.
The Company 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 Company will assist in shareholder communication in such matters.
Holders of shares of each of the Funds will vote in the aggregate and not by class on all matters, except where otherwise required by law. Furthermore, shareholders of all investment portfolios of the Company 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 the Company Shares" for examples of when the 1940 Act requires voting by investment portfolio or by class.) Shareholders of the Company are entitled to one vote for each full share held (irrespective of class or portfolio) and fractional votes for fractional shares held. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of Common Stock of the Company may elect all of the directors.
OTHER INFORMATION
REPORTS AND INQUIRIES
Shareholders of a Fund will receive unaudited semi-annual reports describing the Fund's investment operations and annual financial statements audited by independent accountants. Shareholder inquiries can be made by contacting the BEA Advisor Funds at (800) 401-2230 or by writing to the BEA Advisor Funds P.O. Box 8500, Boston, MA 02266-2500.
PERFORMANCE INFORMATION
From time to time, each of the Funds 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 a 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 any redemption and other 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 Funds 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 a Fund's performance with other measures of investment return. For example, a
Fund's total return or expense ratio may be compared with data published by Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., Mutual Fund Forecaster, Morningstar, Inc. or Weisenberger Investment Company Service, or with the performance of the Standard & Poor's 500 Stock Index, Standard & Poor's MidCap 400 Index, Moody's Bond Survey Bond Index, Wilshire 5000 Index, Lehman Brothers Bond Indexes, Morgan Stanley Composite Index EAFE, Morgan Stanley Composite Index-Free Emerging Markets, JP Morgan Global Government Bond Index (Unhedged), First Boston High Yield Index. Consumer Price Index, Bond Buyer's 20-Bond Index, Dow Jones Industrial Average, national publications such as Money, Forbes, Barron's, the Wall Street Journal or the New York Times or publications of a local or regional nature, and other industry publications.
From time to time, the BEA High Yield Fund may also advertise its "30-day yield." The yield 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 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 Intermediaries 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.
HISTORICAL PERFORMANCE INFORMATION
INSTITUTIONAL CLASS. The table below presents the prior total return history on an annualized basis for the Institutional Class of the BEA International Equity, the BEA Emerging Markets Equity and the BEA High Yield Funds for period ended September 30, 1996. The investment objectives, policies and strategies of the Funds underlying the Institutional and Advisor Classes are identical. The Institutional Class, which has a minimum investment of $3 million, has lower fees and expenses than the Advisor Class, so that the performance of the Institutional Class will differ from that of the Advisor Class. In addition, the past performance of the Institutional Class of each Fund is not indicative of the future performance of the Fund. Listed below the performance history for each Fund is a comparative index comprised of securities similar to those in which the Funds invest.
FOR THE PERIOD ENDED SEPTEMBER 30, 1996
ONE THREE SINCE FUND/INDEX (ANNUALIZED) YEAR YEARS INCEPTION* - ------------------------------------------------------------------------------------------ --------- --------- ----------- BEA International Equity.................................................................. 8.4% 5.0% 9.4% Morgan Stanley Capital International-Europe, Australia & Far East Index**................. 8.9% 8.4% 12.7% BEA Emerging Markets Equity............................................................... 5.4% 1.4% 7.9% Morgan Stanley Capital International-Emerging Markets Free Index**........................ 5.2% 7.4% 13.6% BEA High Yield............................................................................ 15.3% 9.3% 11.8% CS First Boston High Yield Index***....................................................... 10.7% 9.3% 10.3% |
** These indices are composites of equity securities considered to be representative of equity performance in the specified countries. These indices are not actively managed, and cannot be invested in directly. Historical performance of these market indices does not guarantee future performance of the Fund.
*** The index is a composite of fixed income securities considered to be representative of fixed income performance in the high yield fixed income market. The index is not actively managed, and cannot be invested in directly. Historical performance of the market index does not guarantee future performance of the Fund.
BEA COMPOSITES. The table below presents the Composite performance history of BEA International Equity and Emerging Markets Equity on an annualized basis for the period ended September 30, 1996. Each BEA Composite presented is comprised of mutual funds, institutional accounts and other privately managed accounts. The investment objectives, policies and strategies of the funds and accounts included in the Composites are substantially similar to those of the corresponding Fund, although certain accounts have significantly longer operating histories than the corresponding Funds. The Composites include funds and accounts managed in the respective investment objectives, policies and strategies, and show the entire period for which the funds and accounts were managed by BEA in this manner. The Composite performance information includes the reinvestment of dividends received in the underlying securities and is net of management fees and expenses. The mutual funds and privately managed accounts in the Composite require a minimum investment of $3 million and $20 million, respectively, and are only available to BEA's institutional advisory clients. These accounts have lower fees and expenses than the Advisor Funds. In addition, the past performance of the funds and accounts which comprise the Composites is not indicative of the future performance of each Fund. Certain private accounts are not subject to the same investment limitations, diversification requirements and other restrictions which are imposed upon mutual funds under the Investment Company Act of 1940 and the Internal Revenue Code, which, if applicable, may have adversely affected the performance results of the Composites. Listed below the performance history for each account included in the Composite is a comparative index comprised of securities similar to those in which the funds and accounts contained in the Composites and the corresponding Funds invest.
FOR THE PERIOD ENDED SEPTEMBER 30, 1996
ONE THREE FIVE SEVEN TEN SINCE BEA COMPOSITE/INDEX (ANNUALIZED) YEAR YEARS YEARS YEARS YEARS INCEPTION* - -------------------------------------------- ----------- ----------- ----------- ----------- ----------- ----------- BEA International Equity Composite.......... 8.5% 5.6% 9.3% 5.8% 16.8% 18.6% Morgan Stanley Capital International Europe, Australia & Far East Index***.............. 8.9% 8.4% 8.5% 4.2% 9.0% 14.1% BEA Emerging Markets Equity Composite....... 4.8% 1.4% 10.4% 15.1% 30.5% 31.2% Morgan Stanley Capital International Emerging Markets Free Index***............. 5.2% 7.4% 14.8% 14.2% N/A** N/A** |
** Not available.
*** These indices are composites of equity securities considered to be representative of equity performance in the specified countries. These indices are not actively managed, and cannot be invested in directly. Historical performance of these market indices does not guarantee future performance of the Fund.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUNDS' 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 THE COMPANY OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR
BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
BEA ADVISOR FUNDS
QUICK REFERENCE GUIDE
BEA
ADVISOR FUNDS
INTERNATIONAL EQUITY FUND
EMERGING MARKETS EQUITY FUND
GLOBAL TELECOMMUNICATIONS FUND
HIGH YIELD FUND
(INVESTMENT PORTFOLIOS OF THE RBB FUND, INC.)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides supplementary information pertaining to shares (the "Advisor Shares" or the "Shares") representing interests in four investment portfolios (the "Funds") of The RBB Fund, Inc. (the "Company"): the BEA International Equity, the BEA Emerging Markets Equity, the BEA Global Telecommunications and the BEA High Yield Funds (collectively, the "Funds"). This Statement of Additional Information is not a prospectus, and should be read only in conjunction with the BEA Advisor Prospectus for the Funds, dated October 15, 1996, as supplemented (the "Prospectus"). A copy of the Prospectus may be obtained from the Fund's transfer agent by calling toll-free (800) 401-2230. This Statement of Additional Information is dated October 15, 1996, as revised May 9, 1997.
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 COMPANY OR ITS DISTRIBUTOR. THE STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
CONTENTS
Prospectus Page Page ---- ---------- General. . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Common Investment Policies -- All Funds. . . . . . . . . . 3 6 Supplemental Investment Objectives and Policies -- BEA International Equity, BEA Emerging Markets Equity and BEA Global Telecommunications Funds . . . . . . . . . . . . . . . 29 6 Supplemental Investment Objectives and Policies -- BEA Global Telecommunications Fund . . . . . . . . . . . . . . . . . . . . . . . . . 30 6 Investment Limitations . . . . . . . . . . . . . . . . . . 30 7 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 33 7 Directors and Officers . . . . . . . . . . . . . . . . . . 38 N/A Investment Advisory and Servicing Arrangements . . . . . . . . . . . . . . . . . . . . . . 41 9 Portfolio Transactions . . . . . . . . . . . . . . . . . . 45 N/A Purchase and Redemption Information. . . . . . . . . . . . 48 12 Valuation of Shares. . . . . . . . . . . . . . . . . . . . 50 16 Performance and Yield Information. . . . . . . . . . . . . 51 19 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 54 16 Additional Information Concerning Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . 64 19 Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . 67 N/A Appendix . . . . . . . . . . . . . . . . . . . . . . . . . A-1 A-1 Financial Statements . . . . . . . . . . . . . . . . . . . F-1 N/A |
GENERAL
The RBB Fund, Inc. (the "Company) is an open-end management investment company currently operating or proposing to operate twenty separate investment portfolios. The Company was organized as a Maryland corporation on February 29, 1988.
Unless otherwise indicated, the following investment policies may be changed by the Board of Directors without an affirmative vote of shareholders. Capitalized terms used herein and not otherwise defined have the same meanings as are given to such terms in the Prospectus.
COMMON INVESTMENT POLICIES -- ALL FUNDS
The following supplements the information contained in the Prospectus concerning the investment objectives and policies of, and techniques used by, the Funds.
NON-DIVERSIFIED STATUS. Each Fund is classified as non-diversified within the meaning of the Investment Company Act, which means that each Fund is not limited by such Act in the proportion of its assets that it may invest in securities of a single issuer. Each Fund's investments will be limited, however, in order to qualify as a "regulated investment company" for purposes of the Internal Revenue Code of 1986, as amended. See "Taxes." To qualify, each Fund will comply with certain requirements, including limiting its investments so that at the close of each quarter of the taxable year (i) not more than 25% of the market value of each Fund's total assets will be invested in the securities of a single issuer, and (ii) with respect to 50% of the market value of its total assets, not more than 5% of the market value of each Fund's total assets will be invested in the securities of a single issuer and each Fund will not own more than 10% of the outstanding voting securities of a single issuer. To the extent that each Fund assumes large positions in the securities of a small number of issuers, each Fund's return may fluctuate to a greater extent than that of a diversified company as a result of changes in the financial condition or in the market's assessment of the issuers.
TEMPORARY INVESTMENTS. The short-term and medium-term debt securities in which a Fund may invest for temporary defensive purposes consist of: (a) obligations of the United States or foreign governments, their respective agencies or instrumentalities; (b) bank deposits and bank obligations (including certificates of deposit, time deposits and bankers' acceptances) of U.S. or foreign banks denominated in any currency; (c) floating rate securities and other instruments denominated in any currency issued by international development
agencies; (d) finance company and corporate commercial paper and other short- term corporate debt obligations of U.S. and foreign corporations; and (e) repurchase agreements with banks and broker-dealers with respect to such securities.
REPURCHASE AGREEMENTS. Each Fund may agree to purchase securities from a bank or recognized securities dealer and simultaneously commit to resell the securities to the bank or dealer at an agreed-upon date and price reflecting a market rate of interest unrelated to the coupon rate or maturity of the purchased securities ("repurchase agreements"). Such Fund would maintain custody of the underlying securities prior to their repurchase; thus, the obligation of the bank or dealer to pay the repurchase price on the date agreed to would be, in effect, secured by such securities. If the value of such securities were less than the repurchase price, plus interest, the other party to the agreement would be required to provide additional collateral so that at all times the collateral is at least equal to the repurchase price plus accrued interest. Default by or bankruptcy of a seller would expose a Fund to possible loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying obligations. The Adviser will consider the creditworthiness of a seller in determining whether to have a Fund enter into a repurchase agreement. There are no percentage limits on a Fund's ability to enter into repurchase agreements. Repurchase agreements are considered to be loans by the Fund under the Investment Company Act of 1940, as amended (the "Investment Company Act" or the "1940 Act").
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. Each Fund may enter into reverse repurchase agreements with respect to portfolio securities for temporary purposes (such as to obtain cash to meet redemption requests when the liquidation of portfolio securities is deemed disadvantageous or inconvenient by the Adviser). Reverse repurchase agreements involve the sale of securities held by a Fund pursuant to such Fund's agreement to repurchase them at a mutually agreed upon date, price and rate of interest. At the time a Fund enters into a reverse repurchase agreement, it will establish and maintain a segregated account with an approved custodian containing cash or liquid high-grade debt securities having a value not less than the repurchase price (including accrued interest). The assets contained in the segregated account will be marked-to- market daily and additional assets will be placed in such account on any day in which the assets fall below the repurchase price (plus accrued interest). A Fund's liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments. Reverse repurchase agreements involve the risk that the market value of the securities retained in lieu of sale may decline below the price of the securities a Fund has sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or
becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce a Fund's obligation to repurchase the securities, and a Fund's use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. Reverse repurchase agreements are considered to be borrowings under the 1940 Act. Each Fund also may enter into "dollar rolls," in which it sells fixed income securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll period, a Fund would forgo principal and interest paid on such securities. A Fund would be compensated by the difference between the current sales price and the forward price for the future purchase, as well as by the interest earned on the cash proceeds of the initial sale. The Funds do not presently intend to invest more than 5% of net assets in reverse repurchase agreements or dollar rolls.
WHEN-ISSUED SECURITIES, DELAYED DELIVERY TRANSACTIONS AND FORWARD COMMITMENTS. Each Fund may purchase securities on a when-issued basis, and it may purchase or sell securities for delayed delivery or on a forward commitment basis. These transactions occur when securities are purchased or sold by a Fund with payment and delivery taking place in the future to secure what is considered an advantageous yield and price to a Fund at the time of entering into the transaction. Although the Funds have not established a limit on the percentage of their assets that may be committed in connection with such transactions, they will maintain segregated accounts with their custodian consisting of U.S. Government securities or other liquid assets, in an aggregate amount equal to the amount of its commitment in connection with such purchase transactions. The assets contained in the segregated account will be marked-to- market daily and additional assets will be placed in such account on any day in which assets fall below the amount of its commitment. Each Fund's liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments. When a Fund engages in when- issued transactions, it relies on the seller to consummate the trade. Failure of the seller to do so may result in the Fund incurring a loss or missing an opportunity to obtain a price considered to be advantageous. When-issued and forward commitment transactions involve the risk that the price or yield obtained in a transaction may be less favorable than the price or yield available in the market when the securities delivery takes place. The Fund currently anticipates that when-issued securities will not exceed 5% of its net assets. Each Fund does not intend to engage in when-issued purchases and forward commitments for speculative purposes but only in furtherance of its investment objectives.
STANDBY COMMITMENT AGREEMENTS. Each Fund may from time to time enter into standby commitment agreements. Such agreements commit such Fund, for a stated period of time, to purchase a stated amount of a fixed income security which may be issued and sold to the Fund at the option of the issuer. The price and coupon of the security is fixed at the time of the commitment. At the time of entering into the agreement, a Fund is paid a commitment fee, regardless of whether or not the security is ultimately issued. A Fund will enter into such agreements only for the purpose of investing in the security underlying the commitment at a yield and price that is considered advantageous to a Fund. Each Fund will not enter into a standby commitment with a remaining term in excess of 45 days and it will limit its investment in such commitments so that the aggregate purchase price of the securities subject to such commitments, together with the value of portfolio securities subject to legal restrictions on resale, will not exceed 10% of its assets taken at the time of acquisition of such commitment or security. Such Fund will at all times maintain a segregated account with its custodian consisting of U.S. Government securities or other liquid assets, as permitted by law, in an aggregate amount equal to the purchase price of the securities underlying the commitment. The assets contained in the segregated account will be marked-to-market daily and additional assets will be placed in such account on any day in which assets fall below the amount of the purchase price. A Fund's liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments.
There can be no assurance that the securities subject to a standby commitment will be issued and the value of the security, if issued, on the delivery date may be more or less than its purchase price. Because the issuance of the security underlying the commitment is at the option of the issuer, a Fund may bear the risk of a decline in the value of such security and may not benefit from an appreciation in the value of the security during the commitment period.
The purchase of a security subject to a standby commitment agreement and the related commitment fee will be recorded on the date on which the security can reasonably be expected to be issued, and the value of the security will be adjusted by the amount of the commitment fee. In the event the security is not issued, the commitment fee will be recorded as income on the expiration date of the standby commitment. The Funds do not presently intend to invest more than 5% of net assets in standby commitment agreements.
ILLIQUID SECURITIES. Each Fund does not presently intend to invest more than 5% of its net assets in illiquid securities (including repurchase agreements which have a maturity of longer than seven days), including securities that are
illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale. The term "illiquid securities" for this purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the securities. Such securities may include, among other things, loan participations and assignments, options purchased in the over-the-counter markets, repurchase agreements maturing in more than seven days, structured notes and restricted securities other than Rule 144A securities that BEA has determined are liquid pursuant to guidelines established by the Company's Board of Directors. Because of the absence of any liquid trading market currently for these investments, a Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized on such sales could be less than those originally paid by a Fund. Securities that have legal or contractual restrictions on resale but have a readily available market are not considered illiquid for purposes of this limitation. BEA will monitor the liquidity of restricted securities in each Fund's portfolio and report periodically on such decisions to the Board of Directors of the Company. Where there are no readily available market quotations, the security shall be valued at fair value as determined in good faith by the Board of Directors of the Company. With respect to each Fund, 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. The Board has adopted a policy that the Funds will not purchase private placements (I.E., restricted securities other than Rule 144A securities), except private placement securities for which there is a readily available 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.
If otherwise consistent with its investment objective and policies, each Fund may purchase securities that are not registered under the Securities Act but can be sold to "qualified institutional buyers" in accordance with Rule 144A under the Securities Act. These securities will not be considered illiquid so long as the Adviser determines, under guidelines approved by the Board of Directors, that an adequate trading market exists. A Fund's investment in Rule 144A securities could increase the level of illiquidity during any period that qualified institutional buyers become uninterested in purchasing these securities.
The Adviser will monitor the liquidity of restricted securities in a Fund 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).
SECURITIES OF UNSEASONED ISSUERS. Each Fund will not invest in securities of unseasoned issuers, including equity securities of unseasoned issuers which are not readily marketable, if the aggregate investment in such securities would exceed 5% of such Fund's net assets. The term unseasoned refers to issuers which, together with their predecessors, have been in operation for less than three years.
LENDING OF PORTFOLIO SECURITIES. To increase income on its investments, a Fund may lend its portfolio securities with an aggregate value of up to 30% of its total assets to broker/dealers and other institutional investors. Although each Fund does not currently intend to do so, it may lend its portfolio securities on a short or long term basis to broker-dealers or institutional investors that the Adviser deems qualified, but only when the borrower maintains with a Fund's custodian, collateral either in cash or money market instruments, in an amount at least equal to the market value of the securities loaned, plus accrued interest and dividends, determined on a daily basis and adjusted accordingly. Collateral for such loans may include cash, securities of the U.S. Government or its agencies or instrumentalities or an irrevocable letter of credit issued by a bank which is deemed creditworthy by the Adviser. In determining whether to lend securities to a particular broker- dealer or institutional investor, the Adviser will consider, and during the period of the loan will monitor, all relevant facts and circumstances, including the creditworthiness of the
borrower. Such loans 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 the loss of rights in the collateral should the borrower of the securities fail financially. Default by or bankruptcy of a borrower would expose the Funds to possible loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.
BORROWING. Each Fund may borrow up to 33 1/3 percent of its total assets. The Adviser intends to borrow only for temporary or emergency purposes, including to meet portfolio redemption requests so as to permit the orderly disposition of portfolio securities, or to facilitate settlement transactions on portfolio securities. Additional investments will not be made when borrowings exceed 5% of a Fund's total assets. Although the principal of such borrowings will be fixed, a Fund's assets may change in value during the time the borrowing is outstanding. Each Fund expects that some of its borrowings may be made on a secured basis. In such situations, either the custodian will segregate the pledged assets for the benefit of the lender or arrangements will be made with a suitable subcustodian, which may include the lender.
U.S. GOVERNMENT SECURITIES. The U.S. government securities in which a Fund may invest include direct obligations of the U.S. Treasury (such as Treasury bills, notes and bonds) and obligations issued by U.S. government agencies and instrumentalities, including securities that are supported by the full faith and credit of the United States and securities that are supported primarily or solely by the creditworthiness of the issuer (such as securities of the Federal Home Loan Banks, the Student Loan Marketing Association and the Tennessee Valley Authority). The Funds do not presently intend to invest more than 5% of net assets in U.S. government securities.
FOREIGN DEBT SECURITIES. The returns on foreign debt securities reflect interest rates and other market conditions prevailing in those countries and the effect of gains and losses in the denominated currencies against the U.S. dollar, which have had a substantial impact on investment in foreign fixed income securities. The relative performance of various countries' fixed income markets historically has reflected wide variations relating to the unique characteristics of each country's economy. Year-to-year fluctuations in certain markets have been significant, and negative returns have been experienced in various markets from time to time.
The foreign government securities in which the Funds may invest generally consist of obligations issued or backed by national, state or provincial governments or similar political
subdivisions or central banks in foreign countries. Foreign government securities also include debt obligations of supranational entities, which include international organizations designated or backed by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies. Examples include the International Bank for Reconstruction and Development (the "World Bank"), the European Coal and Steel Community, the Asian Development Bank and the InterAmerican Development Bank.
Foreign government securities also include debt securities of "quasi- governmental agencies" and debt securities denominated in multinational currency units of an issuer (including supranational issuers). Debt securities of quasi- governmental agencies are issued by entities owned by either a national, state or equivalent government or are obligations of a political unit that is not backed by the national government's full faith and credit and general taxing powers. An example of a multinational currency unit is the European Currency Unit ("ECU"). An ECU represents specified amounts of the currencies of certain member states of the European Economic Community. The specific amounts of currencies comprising the ECU may be adjusted by the Council of Ministers of the European Community to reflect changes in relative values of the underlying currencies.
BRADY BONDS. Each Fund may invest in so-called "Brady Bonds," which have recently been issued by Costa Rica, Mexico, Uruguay and Venezuela and which may be issued by other Latin American countries. Brady Bonds are issued as part of a debt restructuring in which the bonds are issued in exchange for cash and certain of the country's outstanding commercial bank loans. Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (primarily the U.S. dollar) and are actively traded in the over-the-counter ("OTC") secondary market for debt of Latin American issuers. The Funds do not presently intend to invest more than 5% of net assets in Brady Bonds.
LOAN PARTICIPATIONS AND ASSIGNMENTS. Each Fund may invest in fixed and floating rate loans ("Loans") arranged through private negotiations between a foreign government and one or more financial institutions ("Lenders"). The majority of the Funds' investments in Loans in Latin America are expected to be in the form of participations in Loans ("Participations") and assignments of portions of Loans from third parties ("Assignments"). Participations typically will result in each Fund having a contractual relationship only with the Lender, not with the borrower. Each Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the borrower. In connection with purchasing Participations, the Funds generally will have no right to enforce compliance by the borrower with the
terms of the loan agreement relating to the Loan ("Loan Agreement"), nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the Loan in which it has purchased the Participation. As a result, the Funds will assume the credit risk of both the borrower and the Lender that is selling the Participation. In the event of insolvency of the Lender selling a Participation, the Funds may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the borrower. The Funds will acquire Participations only if the Lender interpositioned between the Funds and the borrower is determined by BEA to be creditworthy. Each Fund currently anticipates that it will not invest more than 5% of its net assets in Loan Participations and Assignments.
CONVERTIBLE SECURITIES. The Funds do not presently intend to invest more than 5% of their net assets in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible debt securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers. 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. Most convertible securities currently are issued by U.S. companies, although a substantial Eurodollar convertible securities market has developed, and the markets for convertible securities denominated in local currencies are increasing.
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.
The Funds have no current intention of converting any convertible securities they may own into equity or holding them as equity upon conversion, although they may do so for temporary purposes. 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 Fund is called for redemption, the Fund 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.
MORTGAGE-BACKED SECURITIES. The Funds do not presently intend to invest more than 5% of their net assets in mortgage-backed securities, such as those issued by the Government National Mortgage Association ("GNMA"), the Federal National Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC") or certain foreign issuers, as well as by private issuers such as commercial investment banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, mortgage loans secured by real property. The mortgages backing these securities include, among other mortgage instruments, conventional 30-year fixed rate mortgages, 15-year fixed rate mortgages, graduated payment mortgages and adjustable rate mortgages. The government or the issuing agency typically guarantees the payment of interest and principal of these securities. However, the guarantees do not extend to the securities' yield or value, which are likely to vary inversely with fluctuations in interest rates, nor do the guarantees extend to the yield or value of the Fund's shares. These securities
generally are "pass-through" instruments, through which the holders receive a share of all interest and principal payments from the mortgages underlying the securities, net of certain fees.
Yields on pass-through securities are typically quoted by investment dealers and vendors based on the maturity of the underlying instruments and the associated average life assumption. The average life of pass-through pools varies with the maturities of the underlying mortgage loans. A pool's term may be shortened by unscheduled or early payments of principal on the underlying mortgages. The occurrence of mortgage prepayments is affected by various factors, including the level of interest rates, general economic conditions, the location, scheduled maturity and age of the mortgage and other social and demographic conditions. Because prepayment rates of individual pools vary widely, it is not possible to predict accurately the average life of a particular pool. For pools of fixed rate 30-year mortgages, a common industry practice in the U.S. has been to assume that prepayments will result in a 12- year average life. At present, pools, particularly those with loans with other maturities or different characteristics, are priced on an assumption of average life determined for each pool.
Although certain mortgage-related securities are guaranteed by a third party or are otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. If the Funds purchase a mortgage- related security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from increases in interest rates or prepayment of the underlying mortgage collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage- related security may decline when interest rates rise, the converse is not necessarily true because in periods of declining interest rates mortgages underlying securities are prone to prepayment. In periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of a pool of mortgage-related securities. Conversely, in periods of rising rates the rate of prepayment tends to decrease, thereby lengthening the actual average life of the pool. However, these effects may not be present, or may differ in degree, if the mortgage loans in the pools have adjustable interest rates or other special payment terms, such as a prepayment charge. Actual prepayment experience may cause the yield of mortgage-backed securities to differ from the assumed average life yield. Reinvestment of prepayments may occur at higher or lower interest rates than the original investment, thus affecting a Fund's yield. For this and other reasons, a mortgage-related security's stated maturity may be shortened by an unscheduled prepayment on underlying mortgages and, therefore, it is not possible to
predict accurately the security's return to the Funds. Mortgage-related securities provide regular payments consisting of interest and principal. No assurance can be given as to the return the Funds will receive when these amounts are reinvested.
The rate of interest on mortgage-backed securities is lower than the interest rates paid on the mortgages included in the underlying pool due to the annual fees paid to the servicer of the mortgage pool for passing through monthly payments to certificate holders and to any guarantor, such as GNMA, and due to any yield retained by the issuer. Actual yield to the holder may vary from the coupon rate, even if adjustable, if the mortgage-backed securities are purchased or traded in the secondary market at a premium or discount. In addition, there is normally some delay between the time the issuer receives mortgage payments from the servicer and the time the issuer makes the payments on the mortgage-backed securities, and this delay reduces the effective yield to the holder of such securities.
COLLATERALIZED MORTGAGE OBLIGATIONS. The Funds may also purchase collateralized mortgage obligations ("CMOs") issued by a U.S. Government instrumentality which are backed by a portfolio of mortgages or mortgage-backed securities. The issuer's obligations to make interest and principal payments is secured by the underlying portfolio of mortgages or mortgage-backed securities. These securities may be considered mortgage derivatives. The Funds may only invest in CMOs issued by FHLMC, FNMA or other agencies of the U.S. Government or instrumentalities established or sponsored by the U.S. Government.
CMOs provide an investor with a specified interest in the cash flow of a pool of underlying mortgages or other mortgage-related securities. Issuers of CMOs frequently elect to be taxed as pass-through entities known as real estate mortgage investment conduits ("REMICs"). CMOs are issued in multiple classes, each with a specified fixed or floating interest rate and a final distribution date. Coupons can be fixed or variable. If variable, they can move with or in the reverse direction of interest rates. The coupon changes could be a multiple of the actual rate change and there may be limitations on what the coupon can be. Cash flows of pools can also be divided into a principal only class and an interest only class. In this case the principal only class ("PO") will only receive principal cash flows from the pool. All interest cash flows go to the interest only class. The relative payment rights of the various CMO classes may be structured in many ways either sequentially, or by other rules of priority. Generally, payments of principal are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full. Sometimes, however, CMO classes
are "parallel pay," I.E. payments of principal are made to two or more classes concurrently. CMOs may exhibit more or less price volatility and interest rate risk than other types of mortgaged-related obligations.
The CMO structure returns principal to investors sequentially, rather than according to the pro rata method of a pass-through. In the traditional CMO structure, all classes (called tranches) receive interest at a stated rate, but only one class at a time receives principal. All principal payments received on the underlying mortgages or securities are first paid to the "fastest pay" tranche. After this tranche is retired, the next tranche in the sequence becomes the exclusive recipient of principal payments. This sequential process continues until the last tranche is retired. In the event of sufficient early repayments on the underlying mortgages, the "fastest-pay" tranche generally will be retired prior to its maturity. Thus the early retirement of a particular tranche of a CMO held by a Fund would have the same effect as the prepayment of mortgages underlying a mortgage-backed pass-through security as described above. The Funds do not presently intend to invest more than 5% of net assets in collateralized mortgage obligations.
ASSET-BACKED SECURITIES. Each Fund may invest in asset-backed securities, which represent participations in, or are secured by and payable from, assets such as motor vehicle installment sales, installment loan contracts, leases of various types of real and personal property and receivables from revolving credit (credit card) agreements. The Funds may also invest in other types of asset-backed securities that may be available in the future. Such assets are securitized through the use of trusts and special purpose corporations. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation. The estimated life of an asset-backed security varies with the prepayment experience with respect to the underlying debt instruments. The rate of such prepayments, and hence the life of the asset- backed security, will be primarily a function of current market rates, although other economic and demographic factors will be involved. In certain circumstances, asset-backed securities may be considered illiquid securities subject to the percentage limitations described above. Asset-backed securities are considered an industry for industry concentration purposes, and the Funds will therefore not purchase any asset-backed securities which would cause 5% or more of a Fund's net assets at the time of purchase to be invested in asset- backed securities.
Asset-backed securities present certain risks that are not presented by other securities in which the Fund may invest. Automobile receivables generally are secured by automobiles.
Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. Credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due.
ZERO COUPON SECURITIES. Each Fund may invest in "zero coupon" U.S. Treasury, foreign government and U.S. and foreign corporate debt securities, which are bills, notes and bonds that have been stripped of their unmatured interest coupons and receipts or certificates representing interests in such stripped debt obligations and coupons. Each Fund currently anticipates that zero coupon securities will not exceed 5% of its net assets. A zero coupon security pays no interest to its holder prior to maturity. Accordingly, such securities usually trade at a deep discount from their face or par value and will be subject to greater fluctuations of market value in response to changing interest rates than debt obligations of comparable maturities that make current distributions of interest. A Fund anticipates that it will not normally hold zero coupon securities to maturity. Federal tax law requires that a holder of a zero coupon security accrue a portion of the discount at which the security was purchased as income each year, even though the holder receives no interest payment on the security during the year.
STRUCTURED NOTES. The Funds may invest in structured notes. The distinguishing feature of a structured note is that the amount of interest and/or principal payable on the notes is based on the performance of a benchmark asset or market other than fixed-income securities or interest rates. Examples of a benchmark include stock prices, currency exchange rates and physical commodity prices. Investing in a structured note allows a Fund to gain exposure to the benchmark market while fixing the maximum loss that the Fund may experience in the event that the market does not perform as expected. The performance tie can be a straight relationship or leveraged, although BEA generally will not use leverage in its structured note strategies. Normally, these bonds are issued by U.S. government agencies and investment banks arrange the structuring. Depending on the terms of the
note, the Fund may forego all or part of the interest and principal that would be payable on a comparable conventional note; the Fund's loss cannot exceed this foregone interest and/or principal. An investment in a structured note involves risks similar to those associated with a direct investment in the benchmark asset. Structured notes will be treated as illiquid securities for investment limitation purposes. The Funds do not presently intend to invest more than 5% of their assets in structured notes.
NON-INVESTMENT GRADE FIXED INCOME SECURITIES. When and if available, fixed income securities may be purchased by a Fund at a discount from face value. From time to time, a Fund may purchase securities in default with respect to the paying of principal and/or interest at the time acquired if, in the opinion of BEA, such securities have the potential for future capital appreciation.
Debt securities purchased by the Funds may bear fixed, fixed and contingent or variable rates of interest and may involve equity features such as conversion or exchange rights or warrants for the acquisition of stock of the same or a different issuer; participations based on revenues, sales or profits, or the purchase of common stock in a unit transaction (where corporate debt securities and common stock are offered as a unit). Conversion of certain debt securities may reduce net income per share and net asset value per share. The occurrence of any income dilution of previously outstanding shares of common stock when debt securities are converted will depend upon whether a Fund can, from the investments made with the proceeds of the debt securities, earn an amount per share issuable upon conversion at least equal to the amount earned with respect to shares of common stock outstanding prior to conversion. If debt securities are converted at a time when the net asset value per share of common stock is greater than the conversion price, the conversion will result in a decrease or dilution in then current net asset value per share of common stock.
The value of the lower rated fixed income securities that the Funds purchase may fluctuate more than the value of higher rated debt securities. These lower rated fixed income securities generally tend to reflect short-term corporate and market developments to a greater extent than higher rated securities which react primarily to fluctuations in the general level of interest rates. Changes in the value of securities subsequent to their acquisition will not affect cash income or yields to maturity to a Fund but will be reflected in the net asset value of a Fund's shares. The Funds attempt to reduce risk through credit analysis and attention to current developments and trends in both the economy and financial markets. There can be no assurance that such attempts will be successful.
Lower-rated debt securities may include zero coupon securities or pay- in-kind securities. A zero coupon security bears no interest but is issued at a discount from its value at maturity. When held to maturity, its entire return equals the difference between its issue price and its maturity value. Pay-in- kind securities typically do not provide for cash interest payments but instead provide for the issuance of additional debt securities of the issuer in the face amount of the interest payment amount due in lieu of a cash payment. The market prices of both of these securities are affected to a greater extent by interest rate changes and thereby tend to be more volatile than securities which pay interest periodically and in cash.
There are also special considerations associated with investing in lower-rated debt securities structured as zero coupon or pay-in-kind securities. For example, a Fund must include the interest ("original issue discount") on these securities in determining the amount of its required distributions to shareholders for federal income tax and federal excise tax purposes, even though it receives no cash interest until the security's maturity or payment date. Therefore, in order to satisfy these distribution requirements, a Fund may have to sell some of its assets without regard to their investment merit to obtain cash to distribute to shareholders. These actions may occur under disadvantageous circumstances and are likely to reduce a Fund's assets and may thereby increase its expense ratio and decrease its rate of return. For additional information concerning these tax considerations, see "Taxes" below. From time to time, a Fund may also purchase securities not paying interest at the time acquired if, in the opinion of the Fund's Adviser, such securities have the potential for future income or capital appreciation.
FORWARD CURRENCY CONTRACTS. Each Fund may use forward currency contracts to protect against uncertainty in the level of future exchange rates. The Fund may enter into forward currency contracts with respect to specific transactions. For example, when a portfolio anticipates the receipt in a foreign currency of interest payments on a security that it holds, a portfolio may desire to "lock-in" the U.S. dollar price of the security or the U.S. dollar equivalent of such payment, as the case may be, by entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying transaction. A Fund will thereby be able to protect itself against a possible loss resulting from an adverse change in the relationship between the currency exchange rates during the period between the date on which the security is purchased or sold, or on which the payment is declared, and the date on which such payments are made or received.
The precise matching of the forward contract amounts and the value of the securities involved will not generally be
possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot (I.E., cash) market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of a Fund security if its market value exceeds the amount of foreign currency a Fund is obligated to deliver. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Forward contracts involve the risk that anticipated currency movements will not be accurately predicted, causing a Fund to sustain losses on these contracts and transaction costs. A Fund may enter into a forward contract and maintain a net exposure on such contract only if (1) the consummation of the contract would not obligate a Fund to deliver an amount of foreign currency in excess of the value of a Fund's portfolio securities or other assets denominated in that currency or (2) a Fund maintains U.S. Government securities or other liquid assets, in a segregated account in an amount not less than the value of a Fund's total assets committed to the consummation of the contract which value must be marked to market daily. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the longer term investment decisions made with regard to overall diversification strategies. However, the Adviser believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of a Fund will be served.
At or before the maturity date of a forward contract requiring a portfolio to sell a currency, the Funds may either sell a portfolio security and use the sale proceeds to make delivery of the currency or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which the Fund will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver. Similarly, the Funds may close out a forward contract requiring them to purchase a specified currency by entering into a second contract entitling them to sell the same amount of the same currency on the maturity date of the first contract. A Fund would realize a gain or loss as a result of entering into such an offsetting forward currency contract under either circumstance to the extent the exchange rate or rates between the currencies involved moved between the execution dates of the first contract and the offsetting contract.
The cost to a Fund of engaging in forward currency contracts will vary with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward currency contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward currency contracts will not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it will fix a rate of exchange in advance. In addition, although forward currency contracts limit the risk of loss due to a decline in the value of the hedged currencies, at the same time they limit any potential gain that might result should the value of the currencies increase. Moreover, investors should be aware that dollar-denominated securities may not be available in some or all foreign countries, that the forward currency market for the purchase of U.S. dollars in many foreign countries is not highly developed and that in certain countries no forward market for foreign currencies currently exists or that such market may be closed to investment by a Fund.
Although a Fund will value its assets daily in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. The Funds may convert foreign currency from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should a Fund desire to resell that currency to the dealer. The Funds do not presently intend to invest more than 5% of net assets in forward currency contracts.
OPTIONS AND FUTURES CONTRACTS. The Funds may write covered call options, buy put options, buy call options and write put options, without limitation except as noted in this paragraph. Such options may relate to particular securities or to various indexes and may or may not be listed on a national securities exchange and issued by the Options Clearing Corporation. The Funds may also invest in futures contracts and options on futures contracts (index futures contracts or interest rate futures contracts, as applicable) for hedging purposes (including currency hedging) or for other purposes so long as aggregate initial margins and premiums required for non-hedging positions do not exceed 5% of its net assets, after taking into account any unrealized profits and losses on any such contracts it has entered into.
Options trading is a highly specialized activity which entails greater than ordinary investment risks. A call option for a particular security gives the purchaser of the option the
right to buy, and a writer the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligations under the option contract. A put option for a particular security gives the purchaser the right to sell the underlying security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security. In contrast to an option on a particular security, an option on an index provides the holder with the right to make or receive a cash settlement upon exercise of the option. The amount of this settlement will be equal to the difference between the closing price of the index at the time of exercise and the exercise price of the option expressed in dollars, times a specified multiple.
The Funds will engage in unlisted over-the-counter options only with broker/dealers deemed creditworthy by the Adviser. Closing transactions in certain options are usually effected directly with the same broker/dealer that effected the original option transaction. The Funds bear the risk that the broker/dealer will fail to meet its obligations. There is no assurance that the Funds will be able to close an unlisted option position. Furthermore, unlisted options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation, which performs the obligations of its members who fail to do so in connection with the purchase or sale of options.
To enter into a futures contract, the Funds must make a deposit of initial margin with its custodian in a segregated account in the name of its futures broker. Subsequent payments to or from the broker, called variation margin, will be made on a daily basis as the price of the underlying security or index fluctuates, making the long and short positions in the futures contracts more or less valuable.
The risks related to the use of options and futures contracts include:
(i) the correlation between movements in the market price of a portfolios
investments (held or intended for purchase) being hedged and in the price of the
futures contract or option may be imperfect; (ii) possible lack of a liquid
secondary market for closing out options or futures positions; (iii) the need
for additional portfolio management skills and techniques; and (iv) losses due
to unanticipated market movements. Successful use of options and futures by the
Funds is subject to the Adviser's ability to correctly predict movements in the
direction of the market. For example, if a Fund uses future contracts as a
hedge against the possibility of a decline in the market adversely affecting
securities held by it and securities prices increase instead, such Fund will
lose part or all of the benefit of the increased value of its securities which
it has hedged because it will have approximately equal offsetting losses in its futures positions. The risk of loss in trading futures contracts in some strategies can be substantial, due both to the low margin deposits required, and the extremely high degree of leverage involved in futures pricing. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor. Thus, a purchase or sale of a futures contract may result in losses or gains in excess of the amount invested in the contract. These instruments and techniques are discussed in greater detail below.
FUTURES CONTRACTS. When a Fund purchases a futures contract, it agrees to purchase a specified underlying instrument at a specified future date. When a Fund sells a futures contract, it agrees to sell the underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when a Fund enters into the contract. The underlying instrument may be a specified type of security, such as U.S. Treasury bonds or notes.
The majority of futures contracts are closed out by entering into an offsetting purchase or sale transaction in the same contract on the exchange where they are traded, rather than being held for the life of the contract. Futures contracts are closed out at their current prices, which may result in a gain or loss.
If a Fund holds a futures contract until the delivery date, it will be required to complete the purchase and sale contemplated by the contract. In the case of futures contracts on securities, the purchaser generally must deliver the agreed-upon purchase price in cash, and the seller must deliver securities that meet the specified characteristics of the contract.
A Fund may purchase futures contracts as an alternative to purchasing actual securities. For example, if a Fund intended to purchase bonds but had not yet done so, it could purchase a futures contract in order to lock in current bond prices while deciding on particular investments. This strategy is sometimes known as an anticipatory hedge. Alternatively, a Fund could purchase a futures contract if it had cash and short-term securities on hand that it wished to invest in longer-term securities, but at the same time that Fund wished to maintain a highly liquid position in order to be prepared to meet redemption requests or other obligations. In these strategies, a Fund would use futures contracts to attempt to achieve an overall return -- whether positive or negative -- similar to the return from longer-term securities, while taking advantage of potentially greater liquidity that futures contracts may offer. Although a Fund would hold cash and liquid debt securities in a segregated account with a value sufficient to cover its open
futures obligations, the segregated assets would be available to a Fund immediately upon closing out the futures position, while settlement of securities transactions can take several days. However, because the Fund's cash that would otherwise have been invested in higher-yielding bonds would be held uninvested or invested in short-term securities so long as the futures position remains open, the Fund's return would involve a smaller amount of interest income and potentially a greater amount of capital gain or loss.
A Fund may sell futures contracts to hedge its other investments against changes in value, or as an alternative to sales of securities. For example, if the investment adviser anticipated a decline in bond prices, but did not wish to sell bonds owned by a Fund, it could sell a futures contract in order to lock in a current sale price. If prices subsequently fell, the future contract's value would be expected to rise and offset all or a portion of the loss in the bonds that Fund had hedged. Of course, if prices subsequently rose, the futures contract's value could be expected to fall and offset all or a portion of the benefit of the Fund. In this type of strategy, the Fund's return will tend to involve a larger component of interest income, because the Fund will remain invested in longer-term securities rather than selling them and investing the proceeds in short-term securities which generally provide lower yields.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is not required to deliver or pay for the underlying instrument unless the contract is held until the delivery date. However, both the purchaser and seller are required to deposit "initial margin" with a futures broker (known as a futures commission merchant, or FCM), when the contract is entered into. Initial margin deposits are equal to a percentage of the contract's value, as set by the exchange where the contract is traded, and may be maintained in cash or high quality liquid securities. If the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in value on a daily basis. The party that has a gain may be entitled to receive all or a portion of this amount. Initial and variation margin payments are similar to good faith deposits or performance bonds, unlike margin extended by a securities broker, and initial and variation margin payments do not constitute purchasing securities on margin for purposes of the Fund's investment limitations. In the event of the bankruptcy of an FCM that holds margin on behalf of a Fund, that Fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM's other customers. The investment adviser will attempt to minimize this risk by careful monitoring of the creditworthiness of the FCMs with which a Fund does business.
CORRELATION OF PRICE CHANGES. The prices of futures contracts depend primarily on the value of their underlying instruments. Because there are a limited number of types of futures contracts, it is likely that the standardized futures contracts available to a Fund will not match that Fund's current or anticipated investments. Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match the Fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation between a Fund's investments and its futures positions may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in how futures and securities are traded, or from imposition of daily price fluctuation limits for futures contracts. A Fund may purchase or sell futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in historical volatility between the futures contract and the securities, although this may not be successful in all cases. If price changes in a Fund's futures positions are poorly correlated with its other investments, its futures positions may fail to produce anticipated gains or result in losses that are not offset by the gains in that Fund's other investments.
LIQUIDITY OF FUTURES CONTRACTS. Because futures contracts are generally settled within a day from the date they are closed out, compared with a settlement period of seven days for some types of securities, the futures markets can provide liquidity superior to the securities markets in many cases. Nevertheless, there is no assurance a liquid secondary market will exist for any particular futures contract at any particular time. In addition, futures exchanges may establish daily price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached, it may be impossible for a Fund to enter into new positions or close out existing positions. If the secondary market for a futures contract is not liquid because of price fluctuation limits or otherwise, it would prevent prompt liquidation of unfavorable futures positions, and potentially could require a Fund to continue to hold a futures position until the delivery date regardless of changes in its value. As a result, a Fund's access to other assets held to cover its futures positions could also be impaired.
PURCHASING PUT OPTIONS. By purchasing a put option, a Fund obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. The option may give a Fund the right to sell only on the option's
expiration date, or may be exercisable at any time up to and including that date. In return for this right, a Fund pays the current market price for the option (known as the option premium). The option's underlying instrument may be a security or a futures contract.
A Fund may terminate its position in a put option it has purchased by allowing it to expire or by exercising the option. If the option is allowed to expire, the Fund will lose the entire premium it paid. If the Fund exercises the option, it completes the sale of the underlying instrument at the strike price. If the Fund exercises a put option on a futures contract, it assumes a seller's position in the underlying futures contract. Purchasing an option on a futures contract does not require the Fund to make futures margin payments unless it exercises the option. A Fund may also terminate a put option position by closing it out in the secondary market at its current price, if a liquid secondary market exists.
Put options may be used by a Fund to hedge securities it owns, in a manner similar to selling futures contracts, by locking in a minimum price at which the Fund can sell. If security prices fall, the value of the put option would be expected to rise and offset all or a portion of the Fund's resulting losses. The put thus acts as a hedge against a fall in the price of such securities. However, all other things being equal (including securities prices) option premiums tend to decrease over time as the expiration date nears. Therefore, because of the cost of the option in the form of the premium (and transaction costs), a Fund would expect to suffer a loss in the put option if prices do not decline sufficiently to offset the deterioration in the value of the option premium. This potential loss represents the cost of the hedge against a fall in prices. At the same time, because the maximum a Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the securities hedged to the same extent as selling a futures contract.
PURCHASING CALL OPTIONS. The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option's strike price (call options on futures contracts are settled by purchasing the underlying futures contract). By purchasing a call option, a Fund would attempt to participate in potential price increases of the underlying instrument, with results similar to those obtainable from purchasing a futures contract, but with risk limited to the cost of the option if security prices fell. At the same time, a Fund can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option.
The Funds may purchase call options in connection with "closing purchase transactions." A Fund may terminate its position in a call option by entering into a closing purchase transaction. A closing purchase transaction is the purchase of a call option on the same security with the same exercise price and call period as the option previously written by the Fund. If a Fund is unable to enter into a closing purchase transaction, a Fund may be required to hold a security that it might otherwise have sold to protect against depreciation.
WRITING PUT OPTIONS. When a Fund writes a put option, it takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium, a Fund assumes the obligation to pay the strike price for the option's underlying instrument if the other party to the option chooses to exercise it. When writing an option on a futures contract the Fund will be required to make margin payments to an FCM as described above for futures contracts. A Fund may seek to terminate its position in a put option it writes before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for an option the Fund has written, however, the Fund must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes, and must continue to set aside assets to cover its position.
A Fund may write put options as an alternative to purchasing actual securities. If security prices rise, the Fund would expect to profit from a written put option, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the Fund will also profit, because it should be able to close out the option at a lower price. If security prices fall, the Fund would expect to suffer a loss. This loss should be less than the loss the Fund would have experienced from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline. As with other futures and options strategies used as alternatives for purchasing securities, the Fund's return from writing put options generally will involve a smaller amount of interest income than purchasing longer-term securities directly, because the Fund's cash will be invested in shorter-term securities which usually offer lower yields.
WRITING CALL OPTIONS. Writing a call option obligates a Fund to sell or deliver the option's underlying instrument, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, as described above, except that writing covered call options generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, the Fund would seek to mitigate the effects of a price decline.
At the same time, because a Fund would have to be prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, the Fund would give up some ability to participate in security price increases when writing call options.
COMBINED OPTION POSITIONS. A Fund may purchase and write options in combination with each other to adjust the risk and return characteristics of the overall position. For example, a Fund may purchase a put option and write a call option on the same underlying instrument, in order to construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.
RISKS OF OPTIONS TRANSACTIONS. Options are subject to risks similar to those described above with respect to futures contracts, including the risk of imperfect correlation between the option and a Fund's other investments and the risk that there might not be a liquid secondary market for the option. In the case of options on futures contracts, there is also a risk of imperfect correlation between the option and the underlying futures contract. Options are also subject to the risks of an illiquid secondary market, particularly in strategies involving writing options, which a Fund cannot terminate by exercise. In general, options whose strike prices are close to their underlying instruments' current value will have the highest trading volume, while options whose strike prices are further away may be less liquid. The liquidity of options may also be affected if options exchanges impose trading halts, particularly when markets are volatile.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. A Fund will not use leverage in its options and futures strategies. Such investments will be made for hedging purposes only. A Fund will hold securities or other options or futures positions whose values are expected to offset its obligations under the hedge strategies. A Fund will not enter into an option or futures position that exposes the Fund to an obligation to another party unless it owns either (i) an offsetting position in securities or other options or futures contracts or (ii) cash, receivables and short-term debt securities with a value sufficient to cover its potential obligations. A Fund will comply with guidelines established by the SEC with respect to coverage of options and futures strategies by mutual funds, and if the guidelines so require will set aside U.S. Government securities or other liquid assets in a segregated account with its custodian bank in
the amount prescribed. Securities held in a segregated account cannot be sold while the futures or option strategy is outstanding, unless they are replaced with similar securities. As a result, there is a possibility that segregation of a large percentage of the Fund's assets could impede portfolio management or the Fund's ability to meet redemption requests or other current obligations.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. RBB on behalf of the Funds has filed a notice of eligibility for exclusion from the definition of the term "commodity pool operator" with the Commodity Futures Trading Commission ("CFTC") and the National Futures Association, which regulate trading in the futures markets. Pursuant to Section 4.5 of the regulations under the Commodity Exchange Act, the notice of eligibility includes the representation that the Funds will not enter into any commodity futures contract or option on a commodity futures contract if, as a result, the sum of initial margin deposits on commodity futures contracts and related commodity options and premiums paid for options on commodity futures contracts the Fund has purchased, after taking into account unrealized profits and losses on such contracts, would exceed 5% of a Fund's total assets.
The Funds' policies and limitations on investments in futures contracts and options discussed above are not fundamental policies and may be changed by the Company's Board of Directors.
Various exchanges and regulatory authorities have recently undertaken reviews of options and futures trading in light of market volatility. Among the possible actions that have been presented are proposals to adopt new or more stringent daily price fluctuation limits for futures or options transactions, and proposals to increase the margin requirements for various types of strategies. It is impossible to predict what actions, if any, will result from these reviews at this time.
SHORT SALES "AGAINST THE BOX." In a short sale, a Fund sells a borrowed security and has a corresponding obligation to the lender to return the identical security. Each Fund may engage in short sales if at the time of the short sale it owns or has the right to obtain, at no additional cost, an equal amount of the security being sold short. This investment technique is known as a short sale "against the box." In a short sale, a seller does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs. If a Fund engages in a short sale, the collateral for the short position will be maintained by the Fund's custodian or a qualified sub-custodian. While the short sale is open, the Fund will maintain in a segregated account an amount of securities equal in kind and amount to the securities sold short
or securities convertible into or exchangeable for such equivalent securities. These securities constitute the Fund's long position. A Fund may, however, make a short sale as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund (or a security convertible or exchangeable for such security), or when the Fund wants to sell the security at an attractive current price, but also wishes to defer recognition of gain or loss for federal income tax purposes and for purposes of satisfying certain tests applicable to regulated investment companies under the Internal Revenue Code. In such case, any future losses in the Fund's long position should be reduced by a gain in the short position. Conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the Fund owns. There will be certain additional transaction costs associated with short sales against the box, but the Fund will endeavor to offset these costs with the income from the investment of the cash proceeds of short sales. The Funds do not presently intend to invest more than 5% of net assets in short sales against the box.
SECTION 4(2) PAPER. "Section 4(2) paper" is commercial paper which is issued in reliance on the "private placement" exemption from registration which is afforded by Section 4(2) of the Securities Act. Section 4(2) paper is restricted as to disposition under the federal securities laws and is generally sold to institutional investors which agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper normally is resold to other institutional investors through or with the assistance of investment dealers who make a market in the Section 4(2) paper, thereby providing liquidity. See "Illiquid Securities" above.
SUPPLEMENTAL INVESTMENT OBJECTIVES AND POLICIES --
BEA INTERNATIONAL EQUITY, BEA EMERGING MARKETS EQUITY AND
BEA GLOBAL TELECOMMUNICATIONS FUNDS
RIGHTS OFFERINGS AND PURCHASE WARRANTS. Rights offerings and purchase warrants are privileges issued by a corporation which enable the owner to subscribe to and purchase a specified number of shares of the corporation at a specified price during a specified period of time. Subscription rights normally have a short lifespan to expiration. The purchase of rights or warrants involves the risk that a Fund could lose the purchase value of a right or warrant if the right to subscribe to additional shares is not executed prior to the rights and warrants expiration. Also, the purchase of rights and/or
warrants involves the risk that the effective price paid for the right and/or warrant added to the subscription price of the related security may exceed the value of the subscribed security's market price such as when there is no movement in the level of the underlying security.
SUPPLEMENTAL INVESTMENT OBJECTIVES AND POLICIES --
BEA GLOBAL TELECOMMUNICATIONS FUND
Telecommunications companies in both developed and emerging countries are undergoing significant change due to varying and evolving levels of governmental regulation or deregulation and other factors. As a result, competitive pressures are intense and the securities of such companies may be subject to rapid price volatility. Telecommunications regulation typically limits rates charged, returns earned, providers of services, types of services, ownership, areas served and terms for dealing with competitors and customers. Telecommunications regulation generally has tended to be less stringent for newer services than for traditional telephone service, although there can be no assurances that such newer services will not be heavily regulated in the future. Regulation may also limit the use of new technologies and hamper efficient depreciation of existing assets. If regulation limits the use of new technologies by established carriers or forces cross-subsidies, large private networks may emerge. Service providers may also be subject to regulations regarding ownership and control, providers of services, subscription rates and technical standards.
Companies offering telephone services are experiencing increasing competition from cellular telephones, and the cellular telephone industry, because it has a limited operating history, faces uncertainty concerning the future of the industry and demand for cellular telephones. All telecommunications companies in both developed and emerging countries are subject to the additional risk that technological innovations will make their products and services obsolete. While telephone companies in developed countries and certain emerging countries may pay an above average dividend, the Fund's investment decisions are based upon capital appreciation potential rather than income considerations.
INVESTMENT LIMITATIONS
The Company has adopted the following fundamental investment limitations, which may not be changed without the affirmative vote of the holders of a majority of the Fund's outstanding Shares (as defined in Section 2(a)(42) of the 1940 Act). Each Fund may not:
1. Borrow money, except from banks, and only if after such borrowing there is asset coverage of at least 300% for all borrowings of the Fund; or mortgage, pledge or hypothecate any of its assets except in connection with any such borrowing and in amounts not in excess of the lesser of the dollar amounts borrowed or 33 1/3% of the value of the Fund's total assets at the time of such borrowing;
2. Issue any senior securities, except as permitted under the 1940 Act;
3. Act as an underwriter of securities within the meaning of the Securities Act, except insofar as it might be deemed to be an underwriter upon disposition of certain portfolio securities acquired within the limitation on purchases of restricted securities;
4. Purchase or sell real estate (including real estate limited partnership interests), provided that a Fund may invest in securities secured by real estate or interests therein or issued by companies that invest in real estate or interests therein;
5. Purchase or sell commodities or commodity contracts, except that a Fund 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. Except for the BEA Global Telecommunications Fund, purchase any securities, which would cause 25% or more of the value of the Fund's total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that (a) there is no limitation with respect to (i) instruments issued or guaranteed by the United States, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, and (ii) repurchase agreements secured by the instruments described in clause (i); (b) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to
financing the activities of the parents; and (c) utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry. The BEA Global Telecommunica-tions Fund will concentrate in the telecommunications industry.
For purposes of Investment Limitation No. 1, collateral arrangements with respect to, if applicable, the writing of options and futures contracts, options on futures contracts, forward currency contracts and collateral arrangements with respect to initial and variation margin are not deemed to be a pledge of assets and neither such arrangements nor the purchase or sale of futures or related options are deemed to be the issuance of a senior security for purposes of Investment Limitation No. 2.
In addition to the fundamental investment limitations specified above, a Fund may not:
1. Make investments for the purpose of exercising control or management. Investments by a Fund in wholly-owned investment entities created under the laws of certain countries will not be deemed the making of investments for the purpose of exercising control or management;
2. Purchase securities on margin, except for short-term credits necessary for clearance of portfolio transactions, and except that a Fund 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 mineral leases, oil, gas or other mineral exploration or development programs, except that a Fund 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 Company, the Adviser or any subsidiary thereof each owning beneficially more than one-half 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 Company's Board of Directors without a vote of the shareholders.
Except as required by the 1940 Act with respect to the borrowing of money, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in market values of portfolio
securities or amount of total or net assets will not be considered a violation of any of the foregoing restrictions.
In order to permit the sale of shares of a Fund in certain states, a Fund may make commitments more restrictive than the investment policies and limitations above. If a Fund determines that any such commitment is no longer in its best interests, it will revoke the commitment by terminating sales of its shares in the state involved. In addition, a Fund may be subject to investment restrictions imposed by countries in which it invests directly or indirectly.
Securities held by a Fund generally may not be purchased from, sold or loaned to the Adviser or its affiliates or any of their directors, officers or employees, acting as principal, unless pursuant to a rule or exemptive order under the 1940 Act.
RISK FACTORS
FOREIGN SECURITIES. Investments in foreign securities are subject to certain risks, as discussed below.
POLITICAL, ECONOMIC AND MARKET FACTORS. Investments in foreign securities involve risks relating to political and economic developments abroad, as well as those that result from the differences between the regulations to which U.S. and foreign issuers are subject. These risks may include expropriation, confiscatory taxation, withholding taxes on dividends and interest, limitations on the use or transfer of a Fund's assets and political or social instability or diplomatic developments. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments positions. Securities of many foreign issuers may be less liquid, and their prices may be more volatile, than those of securities of comparable U.S. issuers. Brokerage commissions, custodial services and other costs relating to investment in foreign securities markets are generally more expensive than in the United States. Such markets have different clearance and settlement procedures and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. There is generally less government supervision and regulation of exchanges, brokers and issuers in foreign securities markets than there is in the United States.
In addition, substantial limitations may exist in certain countries with respect to the Funds' ability to repatriate investment income, capital or the proceeds of sales of
securities by foreign investors. The Funds could be adversely affected by delays in, or a refusal to grant, any required government approval for repatriation of capital, as well as by the application to the Funds of any restrictions on investments.
REPORTING STANDARDS. Most of the foreign securities held by the Funds will not be registered with the SEC, nor will the issuers thereof be subject to SEC or other U.S. reporting requirements. Accordingly, there will be less publicly available information concerning foreign issuers of securities held by the Fund than will be available concerning U.S. companies. Foreign companies, and in particular, companies in emerging markets, are not generally subject to uniform accounting, auditing and financial reporting standards or to other regulatory requirements comparable to those applicable to U.S. companies.
EXCHANGE RATE FLUCTUATIONS. Because foreign securities ordinarily will be denominated in currencies other than the U.S. dollar, changes in foreign currency exchange rates will affect a Fund's net asset value, the value of interest and dividends earned, gains and losses realized on the sale of securities and net investment income and capital gain, if any, to be distributed to shareholders by a Fund. If the value of a foreign currency rises against the U.S. dollar, the value of a Fund's assets denominated in that currency will increase; conversely, if the value of a foreign currency declines against the U.S. dollar, the value of a Fund's assets denominated in that currency will decrease. The exchange rates between the U.S. dollar and other currencies are determined by supply and demand in the currency exchange markets, international balances of payments, government intervention, speculation and other economic and political conditions.
INVESTMENT CONTROLS. In certain countries that currently prohibit direct foreign investment in the securities of their companies, indirect foreign investment in the securities of companies listed and traded on the stock exchanges in these countries is permitted through investment funds which have been specifically authorized. The BEA Portfolios may invest in these investment funds and registered investment companies subject to the provisions of the 1940 Act. If these Funds invest in such investment companies, they will each bear their proportionate share of the costs incurred by such companies, including investment advisory fees.
CLEARANCE AND SETTLEMENT PROCEDURES. Delays in clearance and settlement could result in temporary periods when assets of a Fund are uninvested and no return is earned thereon. The inability of a Fund to make intended security purchases due to settlement problems could cause a Fund to miss attractive investment opportunities. Inability to dispose of a portfolio security due to settlement problems could result either in losses
to a Fund due to subsequent declines in the value of such portfolio security or, if a Fund has entered into a contract to sell the security, could result in possible liability to the purchaser.
OPERATING EXPENSES. The costs attributable to foreign investing that a Fund must bear frequently are higher than those attributable to domestic investing. For example, the cost of maintaining custody of foreign securities exceeds custodian costs for domestic securities. Investment income on certain foreign securities in which a Fund may invest may be subject to foreign withholding or other taxes that could reduce the return on those securities. Tax treaties between the United States and foreign countries, however, may reduce or eliminate the amount of foreign tax to which a Fund would be subject.
LOWER-RATED OR NON-RATED CRITERIA FOR DEBT SECURITIES. The BEA High Yield Fund has established no rating criteria for the debt securities in which it may invest. Issuers of low rated or non-rated securities ("high yield" securities, commonly known as "junk bonds") may be highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risks associated with acquiring the securities of such issuers generally is greater than is the case with higher rated securities. For example, during an economic downturn or a sustained period of rising interest rates, issuers of high yield securities may be more likely to experience financial stress, especially if such issuers are highly leveraged. During such periods, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer's ability to service its debt obligations also may be adversely affected by specific issuer developments, or the issuer's inability to meet specific projected business forecasts, or the unavailability of additional financing. The risk of loss due to default by the issuer is significantly greater for the holders of lower-rated securities because such securities may be unsecured and may be subordinated to other creditors of the issuer.
Lower-rated securities frequently have call or redemption features that would permit an issuer to repurchase the security from the Fund. If a call were exercised by the issuer during a period of declining interest rates, the Fund likely would have to replace such called security with a lower yielding security, thus decreasing the net investment income to the Fund and dividends to shareholders.
The Fund may have difficulty disposing of certain lower-rated securities because there may be a thin trading market for such securities. The secondary trading market for high yield securities is generally not as liquid as the secondary market for higher rated securities. Reduced secondary market liquidity may have an adverse impact on market price and the Fund's ability to
dispose of particular issues when necessary to meet the Fund's liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the issuer.
Adverse publicity and investor perceptions, which may not be based on fundamental analysis, also may decrease the value and liquidity of lower-rated securities, particularly in a thinly traded market. Factors adversely affecting the market value of lower-rated securities are likely to adversely affect the Fund's net asset value. In addition, the Fund may incur additional expenses to the extent it is required to seek recovery upon a default on a portfolio holding or participate in the restructuring of the obligation.
Finally, there are risks involved in applying credit ratings as a method for evaluating lower-rated debt securities. For example, credit ratings evaluate the safety of principal and interest payments, not the market risks involved in lower-rated debt securities. Since credit rating agencies may fail to change the credit ratings in a timely manner to reflect subsequent events, BEA will monitor the issuers of lower-rated debt securities in the Fund to determine if the issuers will have sufficient cash flow and profits to meet required principal and interest payments, and to assure the debt securities, liquidity so the Fund can meet redemption requests. BEA will not necessarily dispose of a portfolio security when its ratings have been changed.
SOVEREIGN DEBT. Investments in sovereign debt involve special risks. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and the Fund may have limited legal recourse in the event of a default.
Sovereign debt differs from debt obligations issued by private entities in that, generally, remedies for defaults must be pursued in the courts of the defaulting party. Legal recourse is therefore somewhat limited. Political conditions, especially a sovereign entity's willingness to meet the terms of its debt obligations, are of considerable significance. Also, there can be no assurance that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the event of default under commercial bank loan agreements.
A sovereign debtor's willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange
on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor's policy toward principal international lenders and the political constraints to which a sovereign debtor may be subject. Increased protectionism on the part of a country's trading partners, or political changes in those countries, could also adversely affect its exports. Such events could diminish a country's trade account surplus, if any, or the credit standing of a particular local government or agency.
The occurrence of political, social or diplomatic changes in one or more of the countries issuing sovereign debt could adversely affect a Fund's investments. Political changes or a deterioration of a country's domestic economy or balance of trade may affect the willingness of countries to service their sovereign debt. While the Adviser intends to manage the Funds in a manner that will minimize the exposure to such risks, there can be no assurance that adverse political changes will not cause a Fund to suffer a loss of interest or principal on any of its holdings.
Investors should also be aware that certain sovereign debt instruments in which a Fund may invest involve great risk. Sovereign debt issued by issuers in many emerging markets generally is deemed to be the equivalent in terms of quality to securities rated below investment grade by Moody's and S&P. Such securities are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. Some of such sovereign debt, which may not be paying interest currently or may be in payment default, may be comparable to securities rated "D" by S&P or "C" by Moody's. A Fund may have difficulty disposing of certain sovereign debt obligations because there may be a limited trading market for such securities. Because there is no liquid secondary market for many of these securities, a Fund anticipates that such securities could be sold only to a limited number of dealers or institutional investors. The lack of a liquid secondary market may have an adverse impact on the market price of such securities and a Fund's ability to dispose of particular issues when necessary to meet a Fund's liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer. The lack of a liquid secondary market for certain securities also may make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing a Fund's portfolio and calculating its net asset value. When and if available, fixed income securities may be purchased by a Fund at a discount from face value. However, a Fund does not intend to hold such securities to maturity for the purpose of achieving potential capital gains, unless current yields on these securities remain attractive. From time to time a Fund may purchase securities not paying
interest at the time acquired if, in the opinion of the Adviser, such securities have the potential for future income or capital appreciation.
DIRECTORS AND OFFICERS
The directors and executive officers of the Company, their business addresses and principal occupations during the past five years are:
Position Principal Occupation Name, Address and Age with the Company During Past Five Years --------------------- ---------------- ---------------------- Arnold M. Reichman - 49* Director Since 1986, Managing 466 Lexington Avenue Director and Assistant New York, NY 10017 Secretary, Warburg, Pincus Counsellors, Inc.; Director and Executive Officer of Counsellors Securities, Inc; Director/Trustee of various investment companies advised by Warburg, Pincus Counsellors, Inc. Robert Sablowsky - 58** Director Senior Vice President, 110 Wall Street Fahnestock & Co., Inc. New York, NY 10005 (a broker/dealer); prior to October 1996, Executive Vice President of Gruntal & Co., Inc. (a broker/dealer). Francis J. McKay - 60 Director Since 1963, Executive 7701 Burholme Avenue Vice President, Fox Chase Philadelphia, PA 19111 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). |
Position Principal Occupation Name, Address and Age with the Company During Past Five Years --------------------- ---------------- ---------------------- Julian A. Brodsky - 63 Director Director and Vice Comcast Corporation Chairman since 1969, 1234 Market Street Comcast Corporation 16th Floor (cable television and Philadelphia, PA 19107-3723 communications); Director, Comcast Cablevision of Philadelphia (cable television communications) and Nextel (wireless communications). Donald van Roden - 72 Chairman and Self-employed 1200 Old Mill Lane Director businessman. From Wyomissing, PA 19610 February 1980 to March 1987, Vice Chairman, Smith Kline Beckman Corporation (pharmaceuticals); Director, AAA Mid- Atlantic (auto service); Director, Keystone Insurance Co. Edward J. Roach - 72 President and Certified Public Bellevue Park Treasurer Accountant; Vice Chairman Corporate Center of the of the Board, Fox 400 Bellevue Parkway Chase Cancer Center; Wilmington, DE 19809 Trustee Emeritus, Pennsylvania School for the Deaf; Trustee Emeritus, Immaculata College; President or Vice President and Treasurer of various investment companies advised by PNC Institutional Management Corporation; Director, The Bradford Funds, Inc. Morgan R. Jones - 57 Secretary Chairman of the law firm PNB Bank Building of Drinker Biddle & 1345 Chestnut Street Reath LLP, Philadelphia, Philadelphia, PA 19107-3496 Pennsylvania; Director, Rocking Horse Child Care Centers of America, Inc. |
* Mr. Reichman is an "interested person" of the Company as that term is defined in the 1940 Act by virtue of his position with Counsellors Securities Inc., the Company's distributor.
** Mr. Sablowsky is an "interested person" of the Company as that term is defined in the 1940 Act by virtue of his position with Fahnestock & Co., Inc., a registered broker-dealer.
Messrs. McKay, Sternberg and Brodsky are members of the Audit Committee of the Board of Directors. The Audit Committee, among other things, reviews results of the annual audit and
recommends to the Company 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 Company when the Board of Directors is not in session.
Messrs. McKay, Sternberg, Brodsky and van Roden are members of the Nominating Committee of the Board of Directors. The Nominating Committee recommends to the Board all persons to be nominated as directors of the Company.
The Company 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 Company or the Distributor and Mr. Sablowsky, who is an "interested person" of the Company, $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. Such Directors are reimbursed for any expenses incurred in attending meetings of the Board of Directors or any committee thereof. The Chairman (currently Donald von Roden) receives an additional $5,000 for his services. For the year ended August 31, 1996, each of the following members of the Board of Directors received compensation from the Company in the following amounts:
DIRECTORS' COMPENSATION Total Pension or Compensation Retirement from Aggregate Benefits Estimated Registrant and Compensation Accrued as Annual Fund Complex Name of from Part of Fund Benefits Upon Paid(1) to Person/Position Registrant Expenses Retirement Directors --------------- ------------ ------------ ------------- -------------- Julian A. Brodsky, $12,525 N/A N/A $12,525 Director Francis J. McKay, 15,975 N/A N/A 15,975 Director Marvin E. Sternberg, 16,725 N/A N/A 16,725 Director Donald Van Roden, 21,025 N/A N/A 21,025 Director Arnold M. Reichman, 0 N/A N/A 0 Director Robert Sablowsky, 0 N/A N/A 0 Director |
1. A Fund Complex Means two or more investment companies that hold themselves out to investors as related companies for purposes of investment and investor services, or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any other investment companies.
On October 24, 1990 the Company adopted, as a participating employer, the Company Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement plan for employees (currently Edward J. Roach) pursuant to which the Company 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 Company's advisers, custodians, administrators and distributor, the Company itself requires only one part-time employee. No officer, director or employee of BEA or the Distributor currently receives any compensation from the Company.
INVESTMENT ADVISORY AND SERVICING ARRANGEMENTS
ADVISORY AGREEMENTS. BEA Associates (sometimes referred to as the "Adviser") renders advisory and administrative services to each of the Funds pursuant to Investment Advisory Agreements. The Advisory Agreements relating to the Funds are dated September 16, 1992 for the BEA International Equity, the BEA Emerging Markets Equity and the BEA High Yield Funds and dated July 10, 1996 for the BEA Global Telecommunications Fund. Such advisory agreements are hereinafter collectively referred to as the "Advisory Contracts."
BEA Associates is a diversified investment adviser, managing global equity, fixed income and derivative securities accounts for corporate pension and profit-sharing plans, state pension funds, union funds, endowments and other charitable institutions. As of September 30, 1996, BEA Associates managed approximately $31.3 billion in assets. BEA is a wholly-owned subsidiary of Credit Suisse, the second largest Swiss bank, which in turn is a subsidiary of CS Holding, a Swiss corporation. Active employees of BEA have a long term equity incentive plan. BEA Associates is a registered investment advisor under the Investment Advisors Act of 1940, as amended.
As an investment adviser, BEA emphasizes a global investment strategy. BEA currently acts as investment adviser for thirteen other investment companies registered under the 1940 Act. They are: Alpha Government Securities Portfolio, BEA Strategic Income Fund, Inc., BEA Income Fund, Inc., BEA Short Duration Fund, The Brazilian Equity Fund, Inc., The Chile Fund, Inc., The Emerging Markets Infrastructure Fund, Inc., The Emerging Markets Telecommunications Fund, Inc., The First Israel Fund, Inc., The Indonesia Fund, Inc., The Latin America Equity Fund, Inc., The Latin America Investment Fund, Inc., and The Portugal Fund, Inc. In addition, BEA acts as sub-adviser to certain portfolios of six other registered investment companies: Frank Russell Investment Company (Fixed Income III Fund and Multi-strategy Bond Fund), Oppenheimer (LifeSpan Balanced Portfolio, LifeSpan Income Portfolio and LifeSpan Growth
Portfolio), Panorama (LifeSpan Balanced Account, LifeSpan Capital Appreciation Account and LifeSpan Diversified Income Account), SEI Institutional Managed Trust (High Yield Bond Portfolio), WNL Series Trust (BEA Growth and Income Fund), Touchstone International Equity Fund and Touchstone Variable Annuity International Equity Portfolio. BEA Associates also acts as investment adviser for forty-two offshore funds, twenty-two of which are equity funds and twenty of which are debt funds.
BEA Associates has sole investment discretion for the Funds and will make all decisions affecting assets in the Funds under the supervision of the Company's Board of Directors and in accordance with each Fund's stated policies. BEA Associates will select investments for the Funds and will place purchase and sale orders on behalf of the Funds. For its services to the BEA International Equity, the BEA Emerging Markets Equity, the BEA Global Telecommunications and the BEA High Yield Funds, BEA Associates will be paid (before any voluntary waivers or reimbursements) a monthly fee computed at an annual rate of .80%, 1.00%, 1.00% and .70% of average daily net assets, respectively.
For the year ended August 31, 1996, BEA Associates waived advisory fees with respect to the BEA International Equity, the BEA Emerging Markets Equity, the BEA Global Telecommunications and the BEA High Yield Funds in the amounts of $0, $0, $0 and $100,763, respectively. During the same period, BEA received advisory fees (after waivers) in the amount of $5,993,072, $1,289,739, $0 and $542,590, respectively.
Each Fund bears all of its own expenses not specifically assumed by the Adviser. General expenses of the Company not readily identifiable as belonging to a Fund of the Company are allocated among all investment Funds by or under the direction of the Company's Board of Directors in such manner as the Board determines to be fair and equitable. In addition to the expenses listed in the Prospectus, expenses borne by a Fund include, but are not limited to, the following (or a Fund's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by a Fund and any losses incurred in connection therewith; (b) expenses of organizing the Company that are not attributable to a class of the Company; (c) certain of the filing fees and expenses relating to the registration and qualification of the Company and a Fund's shares under federal and/or state securities laws and maintaining such registrations and qualifications; (d) taxes (including any income or franchise taxes) and governmental fees; (e) costs of any liability and other insurance or fidelity bonds; (f) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Company or a Fund for violation of any law; (g)
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; (h) any extraordinary expenses; (i) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (j) costs of mailing and tabulating proxies and costs of shareholders' and directors' meetings; (k) costs of independent pricing services to value a Fund's securities; and (l) the cost of investment company literature and other publications provided by the Company to its directors and officers.
Under the Advisory Contracts, BEA Associates will not be liable for any error of judgment or mistake of law or for any loss suffered by the Company or a Fund in connection with the performance of the Advisory Contracts, and shall be indemnified for any losses and expenses in connection with any claim relating thereto, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of BEA Associates in the performance of its duties or reckless disregard by it of its obligations and duties under the Advisory Contracts.
The Advisory Contracts were approved on July 10, 1996, by vote of the Company'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 Contracts were approved by each Fund's initial shareholder. Each Advisory Contract is terminable by vote of the Company's Board of Directors or by the holders of a majority of the outstanding voting securities of the relevant Fund, at any time without penalty, on 60 days' written notice to BEA Associates. Each of the Advisory Contracts may also be terminated by BEA Associates on 60 days' written notice to the Company. Each of the Advisory Contracts terminates automatically in the event of assignment thereof.
CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. Brown Brothers Harriman & Co. ("BBH") acts as the custodian for the Funds and also acts as the custodian for the Funds' foreign securities pursuant to a Custodian Agreement (the "Custodian Agreement"). Under the Custodian Agreement, BBH (a) maintains a separate account or accounts in the name of each Fund, (b) holds and transfers portfolio securities on account of each Fund, (c) accepts receipts and makes disbursements of money on behalf of each Fund, (d) collects and receives all income and other payments and distributions on account of each Fund's portfolio securities, and (e) makes periodic reports to the Company's Board of Directors concerning each Fund's operations. BBH is authorized to select one or more banks or trust companies to serve as sub-custodian on behalf of the Company, provided that BBH remains responsible for the performance of all its duties under the Custodian Agreement and holds the Company harmless from
the negligent acts and omissions of any sub-custodian. For its services to the Company under the Custodian Agreement, BBH receives a fee which is calculated based upon each Fund's average daily gross assets, exclusive of transaction charges and out-of-pocket expenses, which are also charged to the Company.
State Street Bank and Trust Company ("State Street") serves as transfer agent for the Funds. It has delegated to Boston Financial Data Services, Inc. ("BFDS"), a 50% owned subsidiary, responsibility for most transfer agent servicing functions. State Street as the transfer and dividend disbursing agent for the Advisor Classes pursuant to a Transfer Agency Agreement (the "Transfer Agency Agreement"), under which it (a) issues and redeems shares of each of the Advisor Classes, (b) addresses and mails all communications by each Fund to record owners of shares of each such Class, 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 Company's Board of Directors concerning the operations of each Advisor Class. For its services to the Company under the Transfer Agency Agreement, State Street receives a fee on a per transaction basis.
ADMINISTRATION AGREEMENTS. PFPC Inc., an indirect, wholly-owned subsidiary of PNC Bank Corp., serves as administrator to the Funds pursuant to an Administration and Accounting Services Agreement dated July 10, 1996 (the "PFPC Administration Agreement"). PFPC has agreed to calculate the Funds' net asset values, provide all accounting services for the Funds, and assist in related aspects of the Funds' operations. The PFPC Administration Agreement provides that PFPC shall not be liable for any error of judgment or mistake of law or any loss suffered by the Company or the Funds in connection with the performance of the agreement, except a loss resulting from willful misfeasance, bad faith or negligence, or reckless disregard of its duties and obligations thereunder. In consideration for providing services pursuant to the PFPC Administration Agreement, PFPC receives a fee calculated at an annual rate of .125% of each Fund's average daily net assets, with a minimum annual fee of $75,000.
BEA serves as co-administrator to the Funds pursuant to Co- Administration Agreements dated July 10, 1996 (the "BEA Co-Administration Agreements"). BEA has agreed to provide shareholder liaison services to the Funds including responding to shareholder inquiries and providing information on shareholder accounts. The BEA Co-Administration Agreements provide that BEA shall not be liable for any error of judgment or mistake of law or any loss suffered by the Company or the Funds in connection with the performance of the agreement, except a loss resulting from willful misfeasance, bad faith or negligence, or reckless
disregard of its duties and obligations thereunder. In consideration for providing services pursuant to the BEA Co-Administration Agreements, BEA receives a fee calculated at an annual rate of .05% of each of the Funds' average daily net assets for assets up to $125 million and .10% thereafter.
DISTRIBUTION AND SHAREHOLDER SERVICING
The Funds have each entered into Distribution Agreements with Counsellors Securities, Inc. ("Counsellors Securities") pursuant to their Distribution Plans (the "12b-1 Plans") under Rule 12b-1 of the 1940 Act. In consideration for Services (as defined below), the Distribution Agreements provide that the Funds will each pay Counsellors Securities a fee calculated at an annual rate of .25% of the respective average daily net assets of the Advisor Shares of the Funds. Services performed by Counsellors Securities include (a) the sale of the Advisor Shares, as set forth in the 12b-1 Plans ("Selling Services"), (b) ongoing servicing and/or maintenance of the accounts of shareholders of the Funds, as set forth in the 12b-1 Plans ("Shareholder Services"), and (c) sub-transfer agency services, subaccounting services or administrative services, as set forth in the 12b-1 Plans ("Administrative Services" and collectively with Selling Services and Administrative Services, "Services") including, without limitation, (i) payments reflecting an allocation of overhead and other office expenses of Counsellors Securities related to providing Services; (ii) payments made to, and reimbursement of expenses of, persons who provide support services in connection with the distribution of the Advisor Shares including, but not limited to, office space and equipment, telephone facilities, answering routine inquiries regarding the Funds, and providing any other shareholder Services; (iii) payments made to compensate selected dealers or other authorized persons for providing any Services; (iv) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising, and related travel and entertainment expenses; (v) costs of printing and distributing prospectuses, statements of additional information and reports of the Funds to prospective shareholders of the Funds; and (vi) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that Counsellors Securities may, from time to time, deem advisable.
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Directors, BEA Associates is responsible for the execution of portfolio transactions and the allocation of brokerage transactions for the Funds. In executing portfolio transactions,
BEA Associates seeks to obtain the best net results for a Fund, 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 BEA Associates 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.
Portfolio transactions for the Funds may be effected on domestic or foreign securities exchanges. In transactions for securities not actively traded on a domestic or foreign securities exchange, a Fund will deal directly with the dealers who make a market in the securities involved, except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Such portfolio securities are generally traded on a net basis and do not normally involve brokerage commissions. Securities firms may receive brokerage commissions on certain portfolio transactions, including options, futures and options on futures transactions and the purchase and sale of underlying securities upon exercise of options. The Funds have no obligation to deal with any broker in the execution of transactions in portfolio securities. The Funds may use affiliates of Credit Suisse in connection with the purchase or sale of securities in accordance with rules or exemptive orders adopted by the Securities and Exchange Commission (the "SEC") when BEA believes that the charge for the transaction does not exceed usual and customary levels.
Commission rates for brokerage transactions on foreign stock exchanges are generally fixed. The reasonableness of any negotiated commission paid by the Funds will be evaluated on the basis of the difficulty involved in execution, the time taken to conclude the transaction, the extent of the broker's commitment, if any, of its own capital and the amount involved in the transaction. It should be noted that commission rates in U.S. Markets are negotiated.
In the case of over-the-counter issues, there is generally no stated commission, but the price usually includes an undisclosed commission or markup, and the Fund will normally deal with the principal market makers unless it can obtain better terms elsewhere.
No Fund has any obligation to deal with any broker or group of brokers in the execution of portfolio transactions. BEA Associates may, consistent with the interests of a Fund 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 a Fund and other clients of BEA Associates.
Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by BEA Associates under his respective contracts. 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 BEA Associates, as applicable, determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of BEA Associates to a Fund and its other clients and that the total commissions paid by a Fund will be reasonable in relation to the benefits to a Fund over the long-term.
Corporate debt and U.S. Government securities are generally traded on the over-the-counter market on a "net" basis without a stated commission, through dealers acting for their own account and not as brokers. The Funds will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or execution could be obtained by using a broker. Prices paid to a dealer in debt securities will generally include a "spread," which is the difference between the prices at which the dealer is willing to purchase and sell the specific security at the time, and includes the dealer's normal profit.
BEA Associates may seek to obtain an undertaking from issuers of commercial paper or dealers selling commercial paper to consider the repurchase of such securities from a Fund prior to their maturity at their original cost plus interest (sometimes adjusted to reflect the actual maturity of the securities), if it believes that a Fund's anticipated need for liquidity makes such action desirable. Any such repurchase prior to maturity reduces the possibility that a Fund would incur a capital loss in liquidating commercial paper (for which there is no established market), especially if interest rates have risen since acquisition of the particular commercial paper.
Investment decisions for each Fund and for other investment accounts managed by BEA Associates are made independently of each other in the light of differing conditions. However, the same investment decision may be made for two or more of such accounts. In such cases, simultaneous transactions are inevitable. Purchases or sales are then averaged as to price and allocated as to amount according to a formula deemed equitable to each such account. While in some cases this practice could have a detrimental effect upon the price or value of the security as far as a Fund is concerned, in other cases it is believed to be beneficial to a Fund. A Fund will not purchase securities during the existence of any underwriting or selling group relating to such security of which BEA Associates or any affiliated person (as defined in the 1940 Act) thereof is a member except pursuant to procedures adopted by the Company's Board of Directors pursuant to Rule 10f-3 under the 1940 Act. Among other things,
these procedures, which will be reviewed by the Company's directors as deemed necessary and appropriate, 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 BEA Associates not participate in or benefit from the sale to a Fund.
In no instance will portfolio securities be purchased from or sold to the Distributor or BEA Associates or any affiliated person of the foregoing entities except as permitted by SEC exemptive order or by applicable law.
During the year ended August 31, 1996, the BEA International Equity Portfolio (Institutional Shares) paid $3,192,274.36 in brokerage commissions, the BEA Emerging Markets Equity Portfolio (Institutional Shares) paid $704,909.93 in brokerage commissions and no brokerage commissions were paid during such period for the other Funds.
The BEA International Equity, the BEA Emerging Markets Equity, the BEA Global Telecommunications and the BEA High Yield Funds expect that their annual Fund turnover rate should not exceed 100% under normal market conditions. A high rate of portfolio turnover involves correspondingly greater brokerage commission expenses and other transaction costs, which must be borne directly by a Fund. Federal income tax laws may restrict the extent to which a Fund may engage in short term trading of securities. See "Taxes." Each of the Funds 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 Fund'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 Fund during the year.
The Funds have the benefit of an exemptive order issued by the SEC under the 1940 Act authorizing the Funds and other investment companies advised by BEA to acquire jointly securities issued in private placements, subject to the terms and conditions of the order.
PURCHASE AND REDEMPTION INFORMATION
Advisor Shares of the Funds are offered and sold on a continuous basis by the Distributor, acting as agent for the Company. An illustration of the computation of the public offering price per share of the Advisor Shares of the Funds, based on the value of total net assets and total number of Advisor Shares outstanding as of February 28, 1997 would be as follows:
NET ASSET VALUE Global International Emerging Markets High Yield Telecommunications Equity Fund Equity Fund Fund Fund ------------- ---------------- ---------- ------------------ Net Assets . . . . . . . $ 5,265 $ 5,480 $ 83,831 $ 491,493 Number of Shares Outstanding. . . . . . 254 266 5,022 30,375 Net Asset Value Per Share. . . . . . . $ 20.73 $ 20.60 $ 16.69 $ 16.18 Sales Charge . . . . . . N/A N/A N/A N/A Offering Price to Public. . . . . . . $ 20.73 $ 20.60 $ 16.69 $ 16.18 |
The Company reserves the right, if conditions exist which make cash payments undesirable, to honor any request for redemption of a Fund's shares by making payment in whole or in part in securities chosen by the Company and valued in the same way as they would be valued for purposes of computing a Fund's net asset value. If payment is made in securities, a shareholder may incur transaction costs in converting these securities into cash. Investors will also be required to bear certain transaction costs associated with redemptions-in-kind. The Company has elected, however, to be governed by Rule 18f-1 under the Investment Company Act so that a Fund is obligated to redeem its shares solely in cash up to the lesser of $250,000 or 1% of its net asset value during any 90-day period for any one shareholder of a Fund.
Under the 1940 Act, a Fund may suspend the right to redemption or postpone the date of payment upon redemption for any period during which the New York Stock Exchange, Inc. (the "NYSE") is closed (other than customary weekend and holiday closings), or during which trading on said Exchange 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 Fund securities is not reasonably practicable, or for such other periods as the SEC may permit. (A Fund 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 each Fund is calculated separately as of the close of regular trading of the NYSE 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, Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent Monday when one of these holidays falls on a Saturday or Sunday, respectively. Securities which are listed on stock exchanges, whether U.S. or foreign 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 valuation. Fund securities primarily traded in foreign markets may be traded in such markets on days which are not Business Days. Because net asset value per share of each Fund is determined only on Business Days, the net asset value of shares of a Fund may be significantly affected on days when an investor does not have access to the Fund. If on any Business Day a foreign securities exchange or foreign market is closed, the securities traded on such exchange or in such market will be valued at the market sale price reported on the previous business day of such foreign exchange or market. 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 or its delegates 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 Company'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. Any assets which are denominated in a foreign currency are converted into U.S. dollars at the prevailing market rates for purposes of calculating net asset value.
Foreign currency exchange rates are generally determined prior to the close of the NYSE. Occasionally, events affecting the value of foreign securities and such exchange rates occur between the time at which they are determined and the close of the NYSE, which events will not be reflected in a computation of the Fund's net asset value. If events materially affecting the value of such securities or assets or currency exchange rates occurred during such time period, the securities or assets would be valued at their fair value as determined in good faith by or
under the direction of the Board of Directors. The foreign currency exchange transactions of a Fund conducted on a spot basis will be valued at the spot rate for purchasing or selling currency prevailing on the foreign exchange market. Under normal market conditions, this rate differs from the prevailing exchange rate by an amount generally less than one-tenth of one percent due to the costs of converting from one currency to another.
In determining the approximate market value of portfolio investments, the Company 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 Company's books at their face value. Other assets, if any, are valued at fair value as determined in good faith by the Company's Board of Directors.
PERFORMANCE AND YIELD INFORMATION
TOTAL RETURN. For purposes of quoting and comparing the performance of the Funds 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 Securities and Exchange Commission, 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 Company'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 Company 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 Company.
The Funds 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 a Fund's performance with other measures of investment return. For example, in comparing a Fund'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 Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average, as appropriate, a Fund may calculate its aggregate and/or average annual total return for the specified periods of time by assuming the investment of $10,000 in Fund shares and assuming the reinvestment of each dividend or other distribution at net asset value on the reinvestment date. The Fund does not, for these purposes, deduct from the initial value invested any amount representing sales charges. The Fund will, however, disclose the maximum sales charge and will also disclose that the performance data do not reflect sales charges and that inclusion of sales charges would reduce the performance quoted. 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.
For the period beginning on November 1, 1996 (inception) and ended February 28, 1997, the total return (not annualized) for the Advisor Shares of the BEA International Equity, BEA Emerging Markets Equity and BEA High Yield Funds was 6.73%, 14.31% and 12.42%, respectively. For the period beginning on December 4, 1996 (inception) and ended February 28, 1997, the total return (not annualized) for the Advisor Shares of the BEA Global Telecommunications Fund was 7.87%.
YIELD. The BEA High Yield Fund may also advertise its yield. Under the rules of the SEC, a Fund advertising yield must calculate yield using the following formula:
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 a Fund 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.
Yield may fluctuate daily and does not provide a basis for determining future yields. Because the yields will fluctuate, they cannot be compared with yields on savings account or other investment alternatives that provide an agreed to or guaranteed fixed yield for a stated period of time. However, yield information may be useful to an investor considering temporary investments in money market instruments. In comparing the yield of one money market fund to another, consideration should be given to each fund's investment policies, including the types of investments made, lengths of maturities of the portfolio securities, the method used by each fund to compute the yield (methods may differ) and whether there are any special account charges which may reduce the effective yield.
The yields on certain obligations are dependent on a variety of factors, including general money market conditions, conditions in the particular market for the obligation, the financial condition of the issuer, the size of the offering, the maturity of the obligation and the ratings of the issue. The
ratings of Moody's Investors Service and Standard & Poor's Corporation represent their respective opinions as to the quality of the obligations they undertake to rate. Ratings, however, are general and are not absolute standards of quality. Consequently, obligations with the same rating, maturity and interest rate may have different market prices. In addition, subsequent to its purchase by a Fund, an issue may cease to be rated or may have its rating reduced below the minimum required for purchase. In such an event, the Fund's investment adviser will consider whether the Fund should continue to hold the obligation.
For the period ended February 28, 1997, the 30-day yield for Advisor Shares of the BEA High Yield Fund was 7.56%.
TAXES
GENERAL TAX CONSEQUENCES TO COMPANY AND ITS SHAREHOLDERS. The following is only a summary of certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Company's Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Funds or their shareholders, and the discussion in this Statement of Additional Information 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.
Each Fund has elected to be taxed as a regulated investment company under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a regulated investment company, each Fund is exempt from federal income tax on its net investment income and realized capital gains which it distributes to shareholders, provided that it (a) distributes an amount equal to the sum of (i) 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 (ii) at least 90% of its net tax-exempt interest income, if any, for the year (the "Distribution Requirement"), and (b) 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.
In addition to satisfaction of the Distribution Requirement, each Fund 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 in options and futures with respect to stocks or securities) (the "Short-Short Gain Test"). Interest (including accrued original issue discount, "accrued market discount") received by a Fund 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 a Fund'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 Requirement. Income derived by a regulated investment company from a partnership or trust (including a foreign entity that is classified as a partnership or trust for U.S. federal income tax purposes) 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 each Fund's assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of its total assets in securities of such issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of such issuer), and no more than 25% of the value of each Fund's total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated
investment companies), or in two or more issuers which such Fund controls and which are engaged in the same or similar trades or businesses (the "Asset Diversification Requirement").
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. A Fund 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 Company 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.
Each Fund 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 Fund prior to the date on which a shareholder acquired shares of the Fund and whether the distribution was paid in cash or reinvested in shares. The aggregate amount of distributions designated by any Fund as capital gain dividends may not exceed the net capital gain of such Fund for any taxable year, determined by excluding any 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 Company to shareholders not later than 60 days after the close of each Fund's respective taxable year.
In the case of corporate shareholders, distributions (other than capital gain dividends) of a Fund for any taxable year will qualify for the dividends received deduction, only to the extent of the gross amount of "qualifying dividends" received by such Fund for the year. Generally, a dividend will be treated as a "qualifying dividend" only if it has been received from a domestic corporation. However, if a Fund owns at least 10 percent of the stock (by vote and value) of certain foreign corporations with U.S. source income, then a portion of
the dividends paid by such foreign corporations may constitute "qualifying dividends." 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 Company will designate the portion, if any, of the distribution made by a Fund that qualifies for the dividends received deduction in a written notice mailed by the Company to shareholders not later than 60 days after the close of the Fund's taxable year.
Ordinary income of individuals will be taxable at a maximum marginal rate of 39.6%. However, due to the phase-out of personal exemptions and the enactment of limitations on itemized deductions for individual taxpayers whose adjusted gross income exceeds certain threshold amounts that depend on the taxpayer's filing status, the actual maximum effective marginal rate may be significantly greater. By contrast, the maximum rate on the net capital gain of individuals, trusts and estates remains 28%. Capital gains and ordinary income of corporate taxpayers will continue to be taxed at a nominal maximum rate of 35%. 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.
Exempt interest dividends may be subject to alternative minimum tax (currently imposed at the rate of 26-28% in the case of non-corporate taxpayers and at the rate of 20% in the case of corporate taxpayers), in two circumstances. First, exempt interest dividends derived from "private activity" bonds issued after August 7, 1986, will generally constitute an item of tax preference for both corporate and non-corporate taxpayers. Second, exempt interest dividends derived from all bonds, regardless of the date of issue, must be taken into account by corporate taxpayers in determining certain adjustments for alternative minimum tax purposes. In addition, exempt interest dividends paid to corporate taxpayers may be subject to tax under the environmental tax, which is imposed at the rate of 0.12% on the excess of the modified alternative minimum taxable income over $2 million. Receipt of exempt interest dividends may result in collateral federal income tax consequences to certain other taxpayers, including financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, and foreign corporations engaged in trade or business in the United States. Prospective investors should consult their own tax advisors as to such circumstances.
If for any taxable year any Fund does not qualify as a regulated investment company, all of its taxable income will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and all distributions will be taxable as ordinary dividends to the extent of such Fund'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 a Fund will be disallowed to the extent an investor repurchases shares of the same Fund within a period of 61 days (beginning 30 days before and ending 30 days after the day of disposition of the shares). Dividends paid by a Fund in the form of shares within the 61-day period would be treated as a purchase for this purpose.
A shareholder will recognize gain or loss upon a redemption of shares or an exchange of shares of a Fund for shares of another Fund upon exercise of the exchange privilege, to the extent of any difference between the price at which the shares are redeemed or exchanged and the price or prices at which the shares were originally purchased for cash.
The Code imposes a non-deductible 4% excise tax on regulated investment companies that do not distribute with respect to each calendar year an amount equal to 98% of their ordinary income for the calendar year plus 98% of their capital gain net income for the one-year period ending on October 31 of such calendar year. The balance of such income must be
distributed during the next calendar year. For the foregoing purposes, a company is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. Because each Fund intends to distribute all of its taxable income currently, no Fund anticipates incurring any liability for this excise tax. However, investors should note that a Fund may in certain circumstances be required to liquidate investments in order to make sufficient distributions to avoid excise tax liability.
The Company 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 Company 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 each Fund expects to qualify as a "regulated investment company" and to be relieved of all or substantially all federal income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, each Fund may be subject to the tax laws of such states or localities.
Certain states exempt from state income taxation dividends paid by a regulated investment company that are derived from interest on U.S. Government obligations. Each Fund will accordingly inform its shareholders annually of the percentage, if any, of its ordinary dividends that is derived from interest on U.S. Government obligations. Shareholders should consult with their tax advisers as to the availability and extent of any applicable state income tax exemption.
SPECIAL TAX CONSIDERATIONS. The following discussion relates to the particular federal income tax consequences of the investment policies of the Funds. The ability of the Funds to engage in options, short sale and futures activities will be somewhat limited by the requirements for their continued
qualification as regulated investment companies under the Code, in particular the Distribution Requirement, the Short-Short Gain Test and the Asset Diversification Requirement.
STRADDLES. The options transactions that the Funds enter into may result in "straddles" for federal income tax purposes. The straddle rules of the Code may affect the character of gains and losses realized by the Funds. In addition, losses realized by the Funds on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the investment company taxable income and net capital gain of the Funds for the taxable year in which such losses are realized. Losses realized prior to October 31 of any year may be similarly deferred under the straddle rules in determining the "required distribution" that the Funds must make in order to avoid federal excise tax. Furthermore, in determining their investment company taxable income and ordinary income, the Funds may be required to capitalize, rather than deduct currently, any interest expense on indebtedness incurred or continued to purchase or carry any positions that are part of a straddle. The tax consequences to the Funds of holding straddle positions may be further affected by various elections provided under the Code and Treasury regulations, but at the present time the Funds are uncertain which (if any) of these elections they will make.
Because only a few regulations implementing the straddle rules have been promulgated by the U.S. Treasury, the tax consequences to the Funds of engaging in options transactions are not entirely clear. Nevertheless, it is evident that application of the straddle rules may substantially increase or decrease the amount which must be distributed to shareholders in satisfaction of the Distribution Requirement (or to avoid federal excise tax liability) for any taxable year in comparison to a fund that did not engage in options transactions. For purposes of the Short-Short Gain Test, current Treasury regulations provide that (except to the extent that the short sale rules discussed below would otherwise apply) the straddle rules will have no effect on the holding period of any straddle position. However, the U.S. Treasury has announced that it is continuing to study the application of the straddle rules for this purpose.
OPTIONS AND SECTION 1256 CONTRACTS. The writer of a covered put or call option generally does not recognize income upon receipt of the option premium. If the option expires unexercised or is closed on an exchange, the writer generally recognizes short-term capital gain. If the option is exercised, the premium is included in the consideration received by the writer in determining the capital gain or loss recognized in the resultant sale. However, certain options transactions that the Funds enter into, as well as futures transactions and
transactions in forward foreign currency contracts that are traded in the interbank market entered into by the Funds, will be subject to special tax treatment as "Section 1256 contracts." Section 1256 contracts are treated as if they are sold for their fair market value on the last business day of the taxable year (i.e., marked-to-market), regardless of whether a taxpayer's obligations (or rights) under such contracts have terminated (by delivery, exercise, entering into a closing transaction or otherwise) as of such date. Any gain or loss recognized as a consequence of the year-end mark-to-market of Section 1256 contracts is combined (after application of the straddle rules that are described above) with any other gain or loss that was previously recognized upon the termination of Section 1256 contracts during that taxable year. The net amount of such gain or loss for the entire taxable year is generally treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss, except in the case of marked-to-market forward foreign currency contracts for which such gain or loss is treated as ordinary income or loss. Such short-term capital gain (and, in the case of marked-to-market forward foreign currency contracts, such ordinary income) would be included in determining the investment company taxable income of the relevant Fund for purposes of the Distribution Requirement, even if it were wholly attributable to the year-end mark-to-market of Section 1256 contracts that the relevant Fund continued to hold. Investors should also note that Section 1256 contracts will be treated as having been sold on October 31 in calculating the "required distribution" that a Fund must make to avoid federal excise tax liability.
Each of the Funds may elect not to have the year-end mark-to-market rule apply to Section 1256 contracts that are part of a "mixed straddle" with other investments of such Fund that are not Section 1256 contracts (the "Mixed Straddle Election"). It is unclear under present law how certain gains that the Funds may derive from trading in Section 1256 contracts for which a Mixed Straddle Election is not made will be treated for purposes of the Short-Short Gain Test. The Funds may seek a ruling from the Internal Revenue Service in order to resolve this issue.
FOREIGN CURRENCY TRANSACTIONS. In general, gains from "foreign currencies" and from foreign currency options, foreign currency futures and forward foreign exchange contracts relating to investments in stock, securities or foreign currencies will be qualifying income for purposes of determining whether the Fund qualifies as a RIC. It is currently unclear, however, who will be treated as the issuer of a foreign currency instrument or how foreign currency options, futures or forward foreign currency contracts will be valued for purposes of the Asset Diversification Requirement. A Fund may request a private letter
ruling from the Internal Revenue Service for guidance on some or all of these issues.
Under Code Section 988, special rules are provided for certain transactions in a foreign currency other than the taxpayer's functional currency (I.E., unless certain special rules apply, currencies other than the U.S. dollar). In general, foreign currency gains or losses from certain forward contracts, from futures contracts that are not "regulated futures contracts", and from unlisted options will be treated as ordinary income or loss. In certain circumstances where the transaction is not undertaken as part of a straddle, a Fund may elect capital gain or loss treatment for such transactions. Alternatively, a Fund may elect ordinary income or loss treatment for transactions in futures contracts and options on foreign currency that would otherwise produce capital gain or loss. In general, gains or losses from a foreign currency transaction subject to Code Section 988 will increase or decrease the amount of the Fund's investment company taxable income available to be distributed to shareholders as ordinary income, rather than increasing or decreasing the amount of the Fund's net capital gain. Additionally, if losses from a foreign currency transaction subject to Code Section 988 exceed other investment company taxable income during a taxable year, a Fund will not be able to make any ordinary dividend distributions, and any distributions made before the losses were realized but in the same taxable year would be recharacterized as a return of capital to shareholders, thereby reducing each shareholder's basis in his Shares.
PASSIVE FOREIGN INVESTMENT COMPANIES. If a Fund acquires shares in certain foreign investment entities, called "passive foreign investment companies" ("PFIC"), such Fund may be subject to "deferred" federal income tax on a portion of any "excess distribution" received with respect to such shares or on a portion of any gain recognized upon a disposition of such shares, notwithstanding the distribution of such income to the shareholders of such Fund. Additional charges in the nature of interest may also be imposed on a Fund in respect of such deferred taxes. However, in lieu of sustaining the foregoing tax consequences, a Fund may elect to have its investment in any PFIC taxed as an investment in a "qualified electing fund" ("QEF"). A Fund making a QEF election would be required to include in its income each year a ratable portion, whether or not distributed, of the ordinary earnings and net capital gain of the QEF. Any such QEF inclusions would have to be taken into account by a Fund for purposes of satisfying the Distribution Requirement and the excise tax distribution requirement.
The Internal Revenue Service has proposed regulations that would permit a Fund to elect (in lieu of paying deferred tax or making a QEF election) to mark-to-market annually any PFIC shares that it owned and to include any gains (but not losses)
that it was deemed to realize as ordinary income. A Fund generally would not be subject to deferred federal income tax on any gains that it was deemed to realize as a consequence of making a mark-to-market election, but such gains would be taken into account by the Fund for purposes of satisfying the Distribution Requirement and the excise tax distribution requirement. The proposed regulations would generally apply only prospectively, to taxable years ending after their promulgation as final regulations.
SHORT-SHORT GAIN TEST. Because of the Short-Short Gain Test, the Funds may have to limit the sale of appreciated (but not depreciated) securities that they have held for less than three months. The short sale of (including for this purpose the acquisition of a put option on) (1) securities held on the date of the short sale or acquired after the short sale and on or before the date of closing thereof or (2) securities which are "substantially identical" to securities held on the date of the short sale or acquired after the short sale and on or before the date of the closing thereof may reduce the holding period of such securities for purposes of the Short-Short Gain Test.
Any increase in value of a position that is part of a "designated hedge" will be offset by any decrease in value (whether realized or not) of the offsetting hedging position during the period of such hedge for purposes of the Short-Short Gain Test. Thus, only the net gain, if any, from the designated hedge will be included in gross income for purposes of the Short-Short Gain Test. Each of the Funds anticipates engaging in hedging transactions that qualify as designated hedges. However, because of the failure of the U.S. Treasury to promulgate regulations as authorized by the Code, it is not clear at the present time whether this treatment will be available to all of the Funds' hedging transactions. To the extent the Funds' transactions do not qualify as designated hedges, the Funds, investments in short sales, options or other transactions may be limited.
ASSET DIVERSIFICATION REQUIREMENT. For purposes of the Asset Diversification Requirement, the issuer of a call option on a security (including an option written on an exchange) will be deemed to be the issuer of the underlying security. The Internal Revenue Service has informally ruled, however, that a call option that is written by a fund need not be counted for purposes of the Asset Diversification Requirement where the fund holds the underlying security. However, the Internal Revenue Service has also informally ruled that a put option written by a fund must be treated as a separate asset and its value measured by "the value of the underlying security" for purposes of the Asset Diversification Requirement, regardless (apparently) of whether it is "covered" under the rules of the exchange. The Internal Revenue Service has not explained whether in valuing a written
put option in this manner a fund should use the current value of the underlying security (its prospective future investment); the cash consideration that must be paid by the fund if the put option is exercised (its liability); or some other measure that would take into account the fund's unrealized profit or loss in writing the option. Under the Code, a fund may not rely on informal rulings of the Internal Revenue Service issued to other taxpayers. Consequently, a Fund may find it necessary to seek a ruling from the Internal Revenue Service on this issue or to curtail its writing of options in order to stay within the limits of the Asset Diversification Requirement.
ADDITIONAL INFORMATION CONCERNING FUND SHARES
The Company has authorized capital of thirty billion shares of Common Stock, $.001 par value per share, of which 13.67 billion shares are currently classified as follows: 100 million shares are classified as Class A Common Stock, 100 million shares are classified as Class B Common Stock, 100 million shares are classified as Class C Common Stock, 100 million shares are classified as Class D Common Stock, 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 E 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), 500 million shares are classified as Class 0 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 (Strategic Global Fixed Income), 50 million shares are classified as Class AA Common Stock (Municipal Bond), 50 million shares are classified as Class BB Common Stock (BEA Balanced), 50 million shares are classified as Class CC Common Stock (Short Duration),
100 million shares are classified as Class DD Common Stock, 100 million shares
are classified as Class EE Common Stock, 50 million shares are classified as
Class FF Common Stock (n/i Micro Cap), So million shares are classified as Class
GG Common Stock (n/i Growth), 50 million shares are classified as Class HH
Common Stock (n/i Growth & Value), 100 million shares are classified as Class II
Common Stock (BEA Investor International), 100 million shares are classified as
Class JJ Common Stock (BEA Investor Emerging), 100 million shares are classified
as Class KK Common Stock (BEA Investor High Yield), 100 million shares are
classified as Class LL Common Stock (BEA Investor Global Telecom), 100 million
shares are classified as Class MM Common Stock (BEA Advisor International), 100
million shares are classified as Class NN Common Stock (BEA Advisor Emerging),
100 million shares are classified as Class 00 Common Stock (BEA Advisor High
Yield), 100 million shares are classified as Class PP Common Stock (BEA Advisor
Global Telecom), 100 million shares are classified as Class QQ Common Stock
(Boston Partners Institutional Large Cap), 100 million shares are classified as
Class RR Common Stock (Boston Partners Investor Large Cap), 100 million shares
are classified as Class SS Common Stock (Boston Partners Advisor Large Cap), 100
million shares are classified as Class TT Common Stock (Boston Partners Investor
Mid Cap), 100 million shares are classified as Class UU Common Stock (Boston
Partners Institutional Mid Cap), 700 million shares are classified as Class
Janney Montgomery Money Common Stock, 200 million shares are classified as Class
Janney Montgomery Municipal Money Common Stock, 500 million shares are
classified as Class Janney Montgomery Government Obligations Money Common Stock,
100 million shares are classified as Class Janney Montgomery N.Y. Municipal
Money Common Stock, 1 million shares are classified as Class Beta 1 Common Stock
(money), 1 million shares are classified as Class Beta 2 Common Stock (Municipal
Money), 1 million shares are classified as Class Beta 3 Common Stock (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), 1 million 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 I 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 I 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 MM, NN, 00 and PP Common Stock constitute the BEA Advisor classes. Under the Company'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, 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 Funds represents interests in ten non-money market portfolios; the n/i Family represents interests in three non-money market portfolios; the Boston Partners Family represents interests in two non-money market portfolios; the Janney Montgomery Scott Family and the Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta Families represent interests in the Money Market, Municipal Money Market, Government Obligations Money Market and New York Municipal Money Market Portfolios.
The Company does not currently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. The Company's amended By-Laws provide that shareholders collectively owning at least ten percent of the outstanding shares of all classes of Common Stock of the Company 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 Company will assist in shareholder communication in such matters.
As stated in the Prospectus, holders of shares of each class of the Company will vote in the aggregate and not by class on all matters, except where otherwise required by law. Further, shareholders of the Company 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 Investment Company Act provides that any matter required to be submitted by the provisions of such Act or applicable state law, or otherwise, to the holders of the outstanding securities of an investment company such as the Company 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 Fund. Under the Rule, 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, the Rule 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 Company'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 discusses above) or by the Company's Articles of Incorporation, the Company 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 Drinker Biddle & Reath LLP, Philadelphia National Bank Building, 1345 Chestnut Street, Philadelphia, Pennsylvania 19107- 3496, serves as counsel to the Company.
INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as the Company's independent accountants.
CONTROL PERSONS. As of May 1, 1997, to the Company's knowledge, the following named persons at the addresses shown below owned of record approximately 5% or more of the total outstanding shares of the class of the Company indicated below. See "Additional Information Concerning Fund Shares" above. The Company does not know whether such persons also beneficially own such shares.
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Cash Preservation Jewish Family and Children's Agency of 44.8 Money Market Portfolio Philadelphia (Class G) Capital Campaign Attn: S. Ramm 1610 Spruce Street Philadelphia, PA 19103 Dominic & Barbara Pisciotta 19.8 and Successors in Trust The Dominic & Barbara Pisciotta Caring Trust 207 Woodmere Way St. Charles, MO 63303 Cash Preservation Kenneth Farwell and 12.4 Municipal Money Market Valerie Farwell JTTEN Portfolio 3854 Sullivan (Class H) St. Louis, MO 63107 Gary L. Lange and 21.4 Susan D. Lange JTTEN 1354 Shady Knoll Court Longwood, Fl 32750 Andrew Diederich and 6.8 Doris Diederich JTTEN 1003 Lindenman Des Peres, MO 63131 Gwendolyn Haynes 5.8 2757 Geyer St. Louis, MO 63104 |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Savannah Thomas Trust 6.3 200 Madison Ave. Rock Hill, MO 63119 Ralph R. Moreno, Trustee 5.5 Ralph R. Moreno Caring Trust 418 N. Concord Street Los Angeles, CA 90063 Emil R. Hunter and Mary J. Hunter JTTEN 5.2 428 W. Jefferson Kirkwood,MO 63122 Sansom Street Money Wasner & Co. 14.9 Market Portfolio FAO PaineWebber and Managed Assets (Class I) Sundry Holdings Attn: Joe Domizio 200 Stevens Drive Lester, PA 19113 Saxon and Co. 77.4 FBO PaineWebber P.O. Box 7780 1888 Philadelphia, PA 19182 Robertson Stephens & Co. 7.7 FBO Exclusive Benefit Investors c/o Eric Moore 555 California Street /#2600 San Francisco, CA 94104 Bradford Municipal J.C. Bradford & Co. 100.0 Money (Class R) 330 Commerce Street Nashville, TN 37201 Bradford Government J.C. Bradford & Co. 100.0 Obligations Money 330 Commerce Street (Class S) Nashville, TN 37201 BEA International Blue Cross & Blue Shield of 6.4 Equity Institutional Massachusetts Inc. Class (Class T) Retirement Income Trust 100 Summer Street Boston, MA 02110 Credit Suisse Private Banking 7.8 Dividend Reinvestment Plan 12 E. 49th St., 40th Floor New York, NY 10017 |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- BEA International State Street Bank & Trust Co. 9.5 Equity Advisor Class Cust. for the IRA of (Class MM) Alice R. Sterling 7101 Golf Colony Ct. Apt. 106 Lake Worth, FL 33467 Transcorp 90.4 FBO William E. Burns P.O. Box 6535 Englewood, CO 80155 BEA High Yield Guenter Full 16.7 Portfolio Michelin North America Inc. Institutional Master Trust Class (Class U) P.O. Box 19001 Greenville, SC 29602 Flour Corporation 6.0 Master Retirement Trust 2333 Michelson Drive Irvine, CA 92612 CS First Boston Pension Fund 5.9 Park Avenue Plaza, 34th Floor Attn: Steve Medici 55 E. 52nd Street New York, NY 10055 SC Johnson & Son, Inc. Retirement Plan 12.0 1525 Howe Street Mail Stat 447 Racine, WI 53403 Southdown Inc. Pension Plan 9.2 MAC & Co. Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230 BEA High Yield Richard A. Wilson TTEE 96.8 Portfolio Advisor E. Frances Wilson TTEE Class (Class OO) The Wilson Family Trust 7612 March Avenue West Hills, CA 91304 BEA Emerging Markets Wachovia Bank North Carolina Power & 22.0 Equity Portfolio Light Co. Supplemental Retirement Trust Institutional Class 301 N. Main Street (Class V) Winston-Salem, NC 27101 |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Hall Family Foundation 42.7 P.O. Box 419580 Kansas City, MO 64141 Arkansas Public Employee 15.4 Retirement System 124 W. Capitol Avenue Little Rock, AR 72201 Berklee College of Music Inc. 5.7 40 Pleasant St. Portsmouth, NH 03801 BEA Emerging Markets Charles Schwab & Co. 94.9 Equity Portfolio Special Custody Account for the Advisor Class Exclusive Benefit of Customers (Class NN) 101 Montgomery Street San Francisco, CA 94104 BEA US Core Equity Corestates Bank 43.1 Portfolio Trust Buckeye Pipe Line (Class X) One Wall Street New York, NY 10005 Werner & Pfleiderer Pension Plan 7.5 Employees 663 E. Crescent Avenue Ramsey, NJ 07446 Washington Hebrew Congregation 11.3 3935 Macomb St. NW Washington, DC 20016 Fleet National Bank Trust 5.9 Hospital St. Raphael Malpractice P.O. Box 92800 Rochester, NY 14692 Credit Suisse Private Banking 14.3 Dividend Reinvestment Plan 12 E. 49th St., 40th Fl. New York, NY 10017 BEA US Core Fixed New England UFCW & Employers' Pension 21.9 Income Portfolio Fund Board of Trustees (Class Y) 161 Forbes Road, Suite 201 Braintree, MA 02184 |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Kollmorgen Corporation 5.2 Pension Trust 1601 Thapelo Road Waltham, MA 02154 Patterson & Co. 8.0 P.O. Box 7829 Philadelphia, PA 19101 MAC & Co 6.3 Mutual Funds Operations P.O. Box 3198 Pittsburgh, PA 15230 Bank of New York 9.5 Fenway Partners Master Trust Attn: Mohamed Khalil, 7th Floor One Wall Street, 12th floor New York, NY 10286 Citibank NA Trust for CS First Boston 11.5 Corp Emp S/P Attn: Sheila Adams 111 Wall Street, 20th Floor Z1 New York, NY 10043 The Valley Foundation 8.6 c/o Enterprise Trust 16450 Los Gatos Blvd., Suite 210 Los Gatos, CA 95032 BEA Strategic Global Sunkist Master Trust 33.1 Fixed Income Portfolio 14130 Riverside Drive (Class Z) Sherman Oaks, CA 91423 Patterson & Co. 23.7 P.O. Box 7829 Philadelphia, PA 19101 Key Trust Co. of Ohio 19.1 FBO Eastern Enterp. Collective Inv. Trust P.O. Box 94870 Cleveland, OH 44101 Credit Suisse Private Banking 8.5 Dividend Reinvestment Plan 12 E. 49th St., 40th Fl. New York, NY 10017 |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Credit Suisse Private Banking 5.2 Cash Election Plan 12 E. 49th Streets, 40th Floor New York, New York 10017 Hard & Co. Abtco Inc. Ret. Plan 9.4 c/o Associated Bank, N.A. 100 W. Wisconsin Avenue Neenah, WI 54956 BEA Municipal Bond Irwin Bard 6.4 Fund Portfolio 1750 North East 183rd St. (Class AA) North Miami Beach, FL 33179 Arnold Leon 12.8 c/o Fiduciary Trust Company P.O. Box 3199 Church Street Station New York, NY 10008 William A. Marquard 38.5 2199 Maysville Rd. Carlisle, KY 40311 Matthew M. Sloves and 5.1 Diane Decker Sloves Tenants in Common 1304 Stagecoach Road, S.E. Albuquerque, NM 87123 BEA Global E.M. Warburg, Pincus & Co., Inc. 19.9 Telecommunications 466 Lexington Ave. Advisor Class New York, NY 10017 (Class PP) William W. Priest 5.4 2 E. 70th Street #5 New York, NY 10021 John B. Hurford 54.1 153 E. 53rd Street, Floor 57 New York, NY 10022 n/i Micro Cap Fund Charles Schwab & Co. Inc. 12.2 (Class FF) Special Custody Account for the Exclusive Benefit of Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104 |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Janis Claflin Bruce Fetzer 5.1 and Winston Franklin Robert Lehman TRST John E. Fetzer Institute Inc. 9292 West KL Lane Kalamazoo, MI 49009 Public Inst. for Social Security 11.3 1001 19th St. N., 16th Flr. Arlington, VA 22209 Portland General Corporation 24.1 Investment Trust Attn: William J. Valach 121 S.W. Salmon Street Portland, OR 97202 n/i Growth Fund Charles Schwab & Co. Inc. 15.2 (Class GG) Special Custody Account for the Exclusive Benefit of Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104 U.S. Equity Investment 7.5 Portfolio LP c/o Asset Management Advisors Inc. 1001 N. US Hwy 1 Suite 800 Jupiter, FL 33447 Citibank FSB 22.6 Sargent & Lundy Retirement Trust c/o Citicorp Attn: D. Erwin Jr. 1410 N. West Shore Boulevard Tampa, FL 33607 Portland General Corp. 6.9 VEBA Plan Attn: William Valach 121 SW Salmon Street Portland, OR 97202 |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Union Bank of California 5.3 Sunkist Growers-Match-SVGS PLN Mutual Funds Department P.O. Box 109 San Diego, CA 92112 n/i Growth and Value Charles Schwab & Co. Inc. 22.2 Fund Special Custody Account for the (Class HH) Exclusive Benefit of Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104 Chase Manhattan Bank 9.6 Collins Group Trust I 840 Newport Center Drive Newport Beach, CA 92660 Janney Montgomery Janney Montgomery Scott 100.0 Scott Money Market 1801 Market Street Portfolio (Class Philadelphia, PA 19103-1675 Janney Money Market) Janney Montgomery Janney Montgomery Scott 100.0 Scott Municipal Money 1801 Market Street Market Portfolio Philadelphia, PA 19103-1675 (Class Janney Municipal Money Market) Janney Montgomery Janney Montgomery Scott 100.0 Scott Government 1801 Market Street Obligations Money Philadelphia, PA 19103-1675 Market Portfolio (Class Janney Government Obligations Money) Janney Montgomery Janney Montgomery Scott 100.0 Scott Municipal Money 1801 Market Street Market Portfolio Philadelphia, PA 19103-1675 (Class Janney N.Y. Municipal Money) |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Boston Partners Large Dr. Janice B. Yost 37.4 Cap Value Fund TRST Mary Black Foundation, Inc. Institutional Class Bell Hill - 945 E. Main St. (Class QQ) Spartanburg, SC 29302 Dolomite Products Company, Inc. 8.7 Gardner C. Odenbach, Treasurer 1150 Penfield Road Rochester, NY 14625 Shady Side Academy Endownment 19.2 423 Fox Chapel Rd. Pittsburgh, PA 15238 Saxon and Co. 25.7 FBO UOF Equity Funds P.O. Box 77780-1888 Philadelphia, PA 19182 Boston Partners Miles Coverdale Jr 8.3 Large Cap Value 19 Old Village Road Fund Investor Class Acton, MA 01720 (Class RR) Fleet National Bank 9.7 TTEE Testa Hurwitz THIB FBO Brian Pastuszenski P.O. Box 92800 Rochester, NY 14692 Fleet National Bank 24.6 TTEE Testa Hurwitz THIB FBO Scott Birnbaum P.O. Box 92800 Rochester, NY 14692 Jay Schwartz and 8.1 Lila Schwartz JTTEN 9 Woodland Place Great Neck, NY 11021 Mark R. Scott and 14.1 Maryann Scott JTTEN 2543 Longmount Drive Wexford, PA 15090 Stanley B. Smith Jr. and Elizabeth B. 19.5 Smith JTTEN 140 Beach Bluff Avenue Swampscott, MA 01907 |
PERCENT PORTFOLIO NAME AND ADDRESS OWNED --------- ---------------- ------- Michael F. Walsh 7.7 IRA 117 Millstone Lane Pittsburgh, PA 15238 Joan L. Smith 8.1 25 Orne Street Marblehead, MA 01945 |
As of the above date, directors and officers as a group owned less than one percent of the shares of RBB.
LITIGATION. There is currently no material litigation affecting the Company.
FINANCIAL STATEMENTS. The unaudited financial statments for the BEA Advisor Funds are included in the Semi-Annual Report to Shareholders with respect to the Funds for the period ended February 28, 1997, which has been filed with the Securities and Exchange Commission. The financial statements in such Semi-Annual Report (the "Financial Statements") are incorporated by reference into this Statement of Additional Information. No other parts of the Semi-Annual Report are incorporated herein by reference.
APPENDIX
CORPORATE LONG-TERM DEBT RATINGS
The following summarizes the ratings used by Standard & Poor's for corporate debt:
"AAA" - This designation represents the highest rating assigned by Standard & Poor's to a debt obligation and indicates an extremely strong capacity to pay interest and repay principal.
"AA" - Debt is considered to have a very strong capacity to pay interest and repay principal and differs from "AAA" issues only in small degree.
"A" - Debt is considered to have a strong capacity to pay interest and repay principal although such issues are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
"BBB" - Debt is regarded as having an adequate capacity to pay interest and repay principal. Whereas such issues normally exhibit 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," "B," and "CCC" - Debt that possesses one of these ratings is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. "BB" indicates the lowest degree of speculation and "CCC" 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.
"CC" - This rating is reserved for issues that are currently in arrears on dividends or sinking fund payments but that are currently paying.
"C" - This rating is reserved for income bonds on which no interest is being paid.
"D" - Debt is in default, and payment of interest and/or repayment of principal is in arrears.
PLUS (+) OR MINUS - The ratings from "AA" through "CCC" may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
The following summarizes the ratings used by Moody's for corporate long-term debt:
"Aaa" - Bonds are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge" Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
"Aa" - Bonds are judged to be of high quality by all standards. Together with the "Aaa" group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in "Aaa" securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in "Aaa" securities.
"A" - Bonds possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds considered medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of these ratings provide questionable protection of interest and principal ("Ba" indicates some speculative elements; "B" indicates a general lack of characteristics of desirable investment; "Caa" represents a poor standing; "Ca" represents obligations which are speculative in a high degree; and "C" represents the lowest rated class of bonds). "Caa," "Ca" and "C" bonds may be in default.
Moody's applies numerical modifiers 1, 2 and 3 in each generic classification from "Aa" to "B" in its bond rating system. The modifier 1 indicates that the company 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 at the lower end of its generic rating category.
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A of the Registration Statement:
Unaudited Financial Highlights for the Advisor Class of the BEA International Equity, BEA Emerging Markets Equity and High Yield Funds for the period from November 1, 1996 (inception of Advisor Classes of these Funds) through February 28, 1997 and unaudited Financial Highlights for the Registrant's BEA Global Telecommunications Fund for the period from December 4, 1996 (inception of the Advisor Class of this Fund) through February 28, 1997.
(2) Included in or incorporated by reference into Part B:
Unaudited Financial Statements for the Advisor Class of the BEA International Equity, BEA Emerging Markets Equity and High Yield Funds for the period from November 1, 1996 (inception) through February 28, 1997 are included in the Semi-Annual Report to Shareholders for such Funds and are incorporated by reference into the Statement of Additional Information. Unaudited Financial Statements for the BEA Global Telecommunications Fund for the period from December 4, 1996 (inception) through February 28, 1997 are included in the Semi-Annual Report to Shareholders for such Fund and are incorporated by reference into the Statement of Additional Information.
(3) All required financial statements are included in or incorporated by reference into Parts A and B hereof. All other financial statements and schedules are inapplicable.
(b) Exhibits: SEE NOTE # ---------- (1) (a) Articles of Incorporation of Registrant 1 (b) Articles Supplementary of Registrant. 1 (c) Articles of Amendment to Articles of 2 Incorporation of Registrant. (d) Articles Supplementary of Registrant. 2 (e) Articles Supplementary of Registrant. 5 (f) Articles Supplementary of Registrant. 6 (g) Articles Supplementary of Registrant. 9 (h) Articles Supplementary of Registrant. 10 (i) Articles Supplementary of Registrant. 14 (j) Articles Supplementary of Registrant. 14 (k) Articles Supplementary of Registrant. 19 (l) Articles Supplementary of Registrant. 19 (m) Articles Supplementary of Registrant. 19 |
(n) Articles Supplementary of Registrant. 19
(o) Articles Supplementary of Registrant. 20
(p) Articles Supplementary of Registrant. 23
(q) Articles Supplementary of Registrant. 25
(r) Articles Supplementary of Registrant.
(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) (a) See Articles VI, VII, VIII, IX and XI of 1 Registrant's Articles of Incorporation dated February 17, 1988. (b) See Articles II, III, VI, XIII, and XIV of 23 Registrant's By-Laws as amended through April 26, 1996. (5) (a) Investment Advisory Agreement (Money Market) 3 between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (b) Sub-Advisory Agreement (Money Market) between 3 Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (c) Investment Advisory Agreement (Tax-Free Money 3 Market) between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (d) Sub-Advisory Agreement (Tax-Free Money 3 Market) between Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (e) Investment Advisory Agreement (Government 3 Obligations Money Market) between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (f) Sub-Advisory Agreement (Government 3 Obligations Money Market) between Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (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 (Government 8 Securities) between Registrant and Provident Institutional Management Corporation dated as of April 8, 1991.
(t) Investment Advisory Agreement (High Yield 8 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 (New York 9 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 (Tax-Free Money 10 Market) between Registrant and Provident Institutional Management Corporation dated April 21, 1992.
(z) Investment Advisory Agreement (BEA 11 International Equity Portfolio) between Registrant and BEA Associates.
(aa) Investment Advisory Agreement (BEA Strategic 11 Fixed Income Portfolio) between Registrant and BEA Associates.
(bb) Investment Advisory Agreement (BEA Emerging 11 Markets Equity Portfolio) between Registrant and BEA Associates.
(cc) Investment Advisory Agreement (Laffer/Canto 14 Equity Portfolio) between Registrant and Laffer Advisors Incorporated, dated as of July 21, 1993.
(dd) Sub-Advisory Agreement (Laffer/Canto Sector 12 Equity Portfolio) between PNC Institutional Management Corporation and Laffer Advisors Incorporated, dated as of July 21, 1993.
(ee) Investment Advisory Agreement (BEA U.S. Core 15 Equity Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993.
(ff) Investment Advisory Agreement (BEA U.S. Core 15 Fixed Income Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993.
(gg) Investment Advisory Agreement (BEA Global 15 Fixed Income Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993.
(hh) Investment Advisory Agreement (BEA Municipal 15 Bond Fund Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993.
(ii) Investment Advisory Agreement (Warburg Pincus 14 Growth and Income Fund) between Registrant and Warburg, Pincus Counsellors, Inc.
(jj) Investment Advisory Agreement (Warburg Pincus 16 Balanced Fund) between Registrant and Warburg, Pincus Counsellors, Inc.
(kk) Investment Advisory Agreement (BEA Balanced) 16 between Registrant and BEA Associates.
(ll) Investment Advisory Agreement (BEA Short 16 Duration Portfolio) between Registrant and BEA Associates.
(mm) Investment Advisory Agreement (Warburg Pincus 21 Tax Free Fund) between Registrant and Warburg, Pincus Counsellors, Inc.
(nn) Investment Advisory Agreement (ni Micro Cap 23 Fund) between Registrant and Numeric Investors, L.P.
(oo) Investment Advisory Agreement (ni Growth 23 Fund) between Registrant and Numeric Investors, L.P.
(pp) Investment Advisory Agreement (ni Growth & 23 Value Fund) between Registrant and Numeric Investors, L.P.
(qq) Investment Advisory Agreement (BEA Global 24 Telecommunications Portfolio) between Registrant and BEA Associates,
(b) Exhibits: SEE NOTE # ---------- (rr) Investment Advisory Agreement (Boston 26 Partners Large Cap Value Fund) between Registrant and Boston Partners Asset Management, L.P. (6) (r) Distribution Agreement and Supplements 8 (Classes A through Q) between the Registrant and Counsellors Securities Inc. dated as of April 10, 1991. (s) Distribution Agreement Supplement (Classes L, 9 M, N and 0) between the Registrant and Counsellors Securities Inc. dated as of November 5, 1991. (t) Distribution Agreement Supplements (Classes 9 R, S, and Alpha 1 through Theta 4) between the Registrant and Counsellors Securities Inc. dated as of November 5, 1991. (u) Distribution Agreement Supplement (Classes T, 10 U and V) between the Registrant and Counsellors Securities Inc. dated as of September 18, 1992. (v) Distribution Agreement Supplement (Class W) 14 between the Registrant and Counsellors Securities Inc. dated as of July 21, 1993 (w) Distribution Agreement Supplement (Classes X, 14 Y, Z and AA) between the Registrant and Counselors Securities Inc. (x) Distribution Agreement Supplement (Classes BB 18 and CC) between Registrant and Counsellors Securities Inc. dated as of October 26, 1994. (y) Distribution Agreement Supplement (Classes DD 18 |
and EE) between Registrant and Counsellors Securities Inc. dated as of October 26, 1994.
(z) Distribution Agreement Supplement (Classes L, 19 M, N and O) between the Registrant and Counsellors Securities Inc.
(aa) Distribution Agreement Supplement (Classes R, 19
S) between the Registrant and Counsellors
Securities Inc.
(bb) Distribution Agreement Supplements (Classes 19 Alpha 1 through Theta 4) between the Registrant and Counsellors Securities Inc.
(cc) Distribution Agreement Supplement Janney 20
Classes (Alpha 1, Alpha 2, Alpha 3 and Alpha
4) between the Registrant and Counsellors
Securities Inc.
(dd) Distribution Agreement Supplement ni Classes 23 (Classes FF, GG and HH) between Registrant and Counsellors Securities Inc.
(b) Exhibits: SEE NOTE # ---------- (ee) Distribution Agreement Supplement (Classes 24 II, JJ, KK, and LL) between Registrant and Counsellors Securities Inc. (ff) Distribution Agreement Supplement (Classes 24 MM, NN, OO, and PP) between Registrant and Counsellors Securities Inc. (gg) Distribution Agreement Supplement (Class QQ) 26 between Registrant and Counsellors Securities Inc. (hh) Distribution Agreement Supplement (Class RR) between Registrant and Counsellors Securities Inc. (ii) Distribution Agreement Supplement (Class SS) between Registrant and Counsellors Securities Inc. (7) Fund Office Retirement Profit-Sharing and Trust 7 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 The Chase 10 Manhattan Bank, N.A., the Registrant and Provident National Bank, dated as of July 13, 1992, relating to custody of Registrant's foreign securities.
(e) Amendment No. 1 to Custodian Agreement dated 9 August 16, 1988.
(f) Agreement between Brown Brothers Harriman & 10 Co. and Registrant on behalf of BEA International Equity Portfolio, dated September 18, 1992.
(g) Agreement between Brown Brothers Harriman & 10 Co. and Registrant on behalf of BEA Strategic Fixed Income Portfolio, dated September 18, 1992.
(h) Agreement between Brown Brothers Harriman & 10 Co. and Registrant on behalf of BEA Emerging Markets Equity Portfolio, dated September 18, 1992.
(i) Agreement between Brown Brothers Harriman & 15 Co. and Registrant on behalf of BEA Emerging Markets Equity, BEA International Equity, BEA Strategic Fixed Income and BEA Global Fixed Income Portfolios, dated as of November 29, 1993.
(j) Agreement between Brown Brothers Harriman & 15 Co. and Registrant on behalf of BEA U.S. Core Equity and BEA U.S. Core Fixed Income Portfolios dated as of November 29, 1993.
(k) Custodian Contract between Registrant and 18 State Street Bank and Trust Company.
(l) Custody Agreement between Registrant and 23 Custodial Trust Company on behalf of ni Micro Cap Fund, ni Growth Fund and ni Growth & Value Fund Portfolios of the Registrant.
(m) Custodian Agreement Supplement Between 26 Registrant and PNC Bank, National Association dated October 16, 1996.
(n) Custodian Agreement Supplement between Registrant and Brown Brothers Harriman & Co. on behalf of the BEA Municipal Bond Fund.
(9) (a) Transfer Agency Agreement (Sansom Street) 3 between Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (b) Transfer Agency Agreement (Cash Preservation) 3 between Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (c) Shareholder Servicing Agreement (Sansom 3 Street Money Market). (d) Shareholder Servicing Agreement (Sansom 3 Street Tax-Free Money Market). (e) Shareholder Servicing Agreement (Sansom 3 Street Government Obligations Money Market). (f) Shareholder Services Plan (Sansom Street 3 Money Market). (g) Shareholder Services Plan (Sansom Street Tax- 3 Free Money Market). (h) Shareholder Services Plan (Sansom Street 3 Government Obligations Money Market). (i) Transfer Agency Agreement (SafeGuard) between 3 Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (j) Transfer Agency Agreement (Bedford) between 3 Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (k) Transfer Agency Agreement (Income 7 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.
(p) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (BEA International Equity) dated September 18, 1992.
(q) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (BEA Strategic Fixed Income) dated September 18, 1992.
(r) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (BEA Emerging Markets Equity) dated September 18, 1992.
(s) Transfer Agency Agreement and Supplements 9 (Bradford, Alpha (now known as Janney), Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta) between Registrant and Provident Financial Processing Corporation dated as of November 5, 1991.
(t) Transfer Agency Agreement Supplement (BEA) 10 between Registrant and Provident Financial Processing Corporation dated as of September 19, 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/Canto) 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 (BEA 15 U.S. Core Equity, BEA U.S. Core Fixed Income, BEA Global Fixed Income and BEA Municipal Bond Fund Portfolios) between Registrant and PFPC Inc. dated as October 27, 1993.
(z) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. relating to BEA U.S. Core Equity Portfolio dated as of October 27, 1993.
(aa) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(BEA U.S. Core Fixed Income Portfolio)
dated October 27, 1993.
(bb) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. (International Fixed Income Portfolio) dated October 27, 1993.
(cc) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. (Municipal Bond Fund Portfolio) dated October 27, 1993.
(dd) Transfer Agency Agreement Supplement (BEA 18 Balanced and Short Duration Portfolios) between Registrant and PFPC Inc. dated October 26, 1994.
(ee) Administration and Accounting Services 18 Agreement between Registrant and PFPC Inc. (BEA Balanced Portfolio) dated October 26, 1994.
(ff) Administration and Accounting Services 18 Agreement between Registrant and PFPC Inc. (BEA Short Duration Portfolio) 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.
(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 Counsellors 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 between 21 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 14, 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.
(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) Administration and Accounting Services 24 Agreement between Registrant and PFPC, Inc. (BEA Global Telecommunications Portfolio).
(ww) Co-Administration Agreement between 24 Registrant Investor and BEA Associates (BEA International Equity Investor Portfolio).
(xx) Co-Administration Agreement between 24 Registrant and BEA Associates (BEA International Equity Advisor Portfolio).
(yy) Co-Administration Agreement between 24 Registrant and BEA Associates (BEA Emerging Markets Equity Investor Portfolio).
(zz) Co-Administration Agreement between 24 Registrant and BEA Associates (BEA Emerging Markets Equity Advisor Portfolio).
(aaa) Co-Administration Agreement between 24 Registrant and BEA Associates (BEA High Yield Investor Portfolio).
(bbb) Co-Administration Agreement between 24 Registrant and BEA Associates (BEA High Yield Advisor Portfolio).
(ccc) Co-Administration Agreement between 24 Registrant and BEA Associates (BEA Global Telecommunications Investor Portfolio).
(ddd) Co-Administration Agreement between 24 Registrant and BEA Associates (BEA Global Telecommunications Advisor Portfolio).
(eee) Transfer Agreement and Service Agreement 24 between Registrant and State Street Bank and Trust Company.
(fff) Administration and Accounting Services Agreement between the Registrant and PFPC Inc. dated October 16, 1996 (Boston Partners Large Cap Value Fund).
(ggg) Transfer Agency Agreement Supplement 26 between Registrant and PFPC Inc. (Boston Partners Institutional Class).
(hhh) Transfer Agency Agreement Supplement between 26 Registrant and PFPC Inc. (Boston Partners Investor Class). (iii) Transfer Agency Agreement Supplement between 26 Registrant and PFPC Inc. (Boston Partners Advisor Class). (10) (a) Incorporated by reference herein to Registrant's 24f-2 Notice for the fiscal year ended August 31, 1996 filed on October 28, 1996. Opinion of Counsel. (11) (a) Consent of Counsel. (b) Consent of Independent Accountants. (12) None. (13) (a) Subscription Agreement (relating to Classes A 2 through N). (b) Subscription Agreement between Registrant and 7 Planco Financial Services, Inc., relating to Classes O and P. -11- |
(b) Exhibits: SEE NOTE # ---------- (c) Subscription Agreement between Registrant 7 and Planco Financial Services, Inc., relating to Class Q. (d) Subscription Agreement between Registrant and 9 Counsellors Securities Inc. relating to Classes R, S, and Alpha 1 through Theta 4. (e) Subscription Agreement between Registrant and 10 Counsellors Securities Inc. relating to Classes T, U and V. (f) Subscription Agreement between Registrant and 18 Counsellor's Securities Inc. relating to Classes BB and CC. (g) Purchase Agreement between Registrant and 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). (k) Purchase Agreement between Registrant and 23 Numeric Investors, L.P. relating to Class HH (ni Growth & Value Fund). (l) Subscription Agreement between Registrant and 24 Counsellors Securities, Inc. relating to Classes II through PP. (m) Purchase Agreement between Registrant and Boston Partners Asset Management, L.P. relating to Classes QQ, RR and SS. (Boston Partners Large Cap Value Fund). (14) None. (15) (a) Plan of Distribution (Sansom Street Money Market). 3 (b) Plan of Distribution (Sansom Street Tax-Free 3 Money Market). (c) Plan of Distribution (Sansom Street 3 Government Obligations Money Market). (d) Plan of Distribution (Cash Preservation Money). 3 (e) Plan of Distribution (Cash Preservation Tax- 3 Free Money Market). (f) Plan of Distribution (SafeGuard Equity). 3 -12- |
(b) Exhibits: SEE NOTE # ---------- (g) Plan of Distribution (SafeGuard Fixed Income). 3 (h) Plan of Distribution (SafeGuard Balanced). 3 (i) Plan of Distribution (SafeGuard Tax-Free). 3 (j) Plan of Distribution (SafeGuard Money Market). 3 (k) Plan of Distribution (SafeGuard Tax-Free 3 Money Market). (1) Plan of Distribution (Bedford Money Market). 3 (m) Plan of Distribution (Bedford Tax-Free Money 3 Market). (n) Plan of Distribution (Bedford Government 3 Obligations Money Market). (o) Plan of Distribution (Bedford New York 7 Municipal Money). (p) Plan of Distribution (SafeGuard Government 7 Securities). (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 Money 9 Market). (t) Plan of Distribution (Bradford Government 9 Obligations Money Market). (u) Plan of Distribution (Alpha (now known as 9 Janney) Money Market). (v) Plan of Distribution (Alpha (now known as 9 Janney) Tax-Free Money Market (now known as the Municipal Money Market)). (w) Plan of Distribution (Alpha (now known as 9 Janney) Government Obligations Money Market). (x) Plan of Distribution (Alpha (now known as 9 Janney) New York Municipal Money Market). (y) Plan of Distribution (Beta Money Market). 9 (z) Plan of Distribution (Beta Tax-Free Money 9 Market). (aa) Plan of Distribution (Beta Government 9 Obligations Money Market). (bb) Plan of Distribution (Beta New York Money 9 Market). (cc) Plan of Distribution (Gamma Money Market). 9 -13- |
(b) Exhibits: SEE NOTE # ---------- (dd) Plan of Distribution (Gamma Tax-Free Money 9 Market). (ee) Plan of Distribution (Gamma Government 9 Obligations Money Market). (ff) Plan of Distribution (Gamma New York 9 Municipal Money Market). (gg) Plan of Distribution (Delta Money Market). 9 (hh) Plan of Distribution (Delta Tax-Free Money 9 Market). (ii) Plan of Distribution (Delta Government 9 Obligations Money Market). (jj) Plan of Distribution (Delta New York 9 Municipal Money Market). (kk) Plan of Distribution (Epsilon Money Market). 9 (ll) Plan of Distribution (Epsilon Tax-Free Money 9 Market). (mm) Plan of Distribution (Epsilon Government 9 Municipal Money Market). (nn) Plan of Distribution (Epsilon New York 9 Municipal Money Market). (oo) Plan of Distribution (Zeta Money Market). 9 (pp) Plan of Distribution (Zeta Tax-Free Money 9 Market). (qq) Plan of Distribution (Zeta Government 9 Obligations Money Market). (rr) Plan of Distribution (Zeta New York Municipal 9 Money Market). (ss) Plan of Distribution (Eta Money Market). 9 (tt) Plan of Distribution (Eta Tax-Free Money 9 Market). (uu) Plan of Distribution (Eta Government 9 Obligations Money Market). (vv) Plan at Distribution (Eta New York Municipal 9 Money Market). (ww) Plan of Distribution (Theta Money Market). 9 (xx) Plan of Distribution (Theta Tax-Free Money 9 Market). (yy) Plan of Distribution (Theta Government 9 Obligations Money Market). (zz) Plan of Distribution (Theta New York 9 Municipal Money Market). (aaa) Plan at Distribution (Laffer Equity). 12 -14- |
(b) Exhibits: SEE NOTE # ---------- (bbb) Plan Distribution (Warburg Pincus Growth & 18 Income Series 2). (ccc) Plan of Distribution (Warburg Pincus Balanced 18 Series 2). (ddd) Plan of Distribution (BEA International 24 Equity Investor). (eee) Plan of Distribution (BEA International 24 Equity Advisor). (fff) Plan of Distribution (BEA Emerging Markets 24 Equity Investor). (ggg) Plan of Distribution (BEA Emerging Markets 24 Equity Advisor). (hhh) Plan of Distribution (BEA High Yield 24 Investor). (iii) Plan of Distribution (BEA High Yield 24 Advisor). (jjj) Plan of Distribution (BEA Global 24 Telecommunications Investor). (kkk) Plan of Distribution (BEA Global 24 Telecommunications Advisor). (lll) Plan of Distribution (Boston Partners Large 26 Cap Value Fund Institutional Class) (mmm) Plan of Distribution (Boston Partners Large Cap Value Fund Investor Class) (nnn) Plan of Distribution (Boston Partners Large Cap Value Fund Advisor Class) (ooo) Plan of Distribution (Boston Partners Mid Cap Value Fund Investor Class) (ppp) Plan of Distribution (Boston Partners Mid Cap Value Fund Institutional Class) (16) (a) Schedule of computation of Performance 3 Quotations |
(17) Financial Data Schedules.
(18) Rule 18f-3 Plan as amended.
NOTE #
1 Incorporated herein by reference to the same exhibit number of Registrant's Registration Statement (No. 33-20827) filed on March 24, 1988.
2 Incorporated herein by reference to the same exhibit number of Pre-Effective Amendment No. 2 to Registrant's Registration Statement (No. 33-20827) filed on July 12, 1988.
3 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 1 to Registrant's Registration Statement (No. 33-20827) filed on March 23, 1989.
4 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 2 to Registrant's Registration Statement (No. 33-20827) filed on October 25, 1989.
5 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 3 to the Registrant's Registration Statement (No. 33-20827) filed on April 27, 1990.
6 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 4 to the Registrant's Registration Statement (No. 33-20827) filed on May 1, 1990.
7 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 5 to the Registrant's Registration Statement (No. 33-20827) filed on December 14, 1990.
8 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 6 to the Registrant's Registration Statement (No. 33-20827) filed on October 24, 1991.
9 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 7 to the Registrant's Registration Statement (No. 33-20827) filed on July 15, 1992.
10 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 8 to the Registrant's Registration Statement (No. 33-20827) filed on October 22, 1992.
11 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 9 to the Registrant's Registration Statement (No. 33-20827) filed on December 16, 1992.
12 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 11 to the Registrant's Registration Statement (No. 33-20827) filed on June 21, 1993.
13 Incorporated herein by reference to the same exhibit number Post-Effective Amendment No. 12 to the Registrant's Registration Statement (No. 33-20827) filed on July 27, 1993.
14 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 13 to the Registrant's Registration Statement (No. 33-20827) filed on October 29, 1993.
15 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 14 to the Registrant's Registration Statement (No. 33-20827) filed on December 21, 1993.
16 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 19 to the Registrant's Registration Statement (No. 33-20827) filed on October 14, 1994.
17 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 20 to the Registrant's Registration Statement (No. 33-20827) filed on October 21, 1994.
18 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 21 to the Registrant's Registration Statement (No. 33 20827) filed on October 28, 1994.
19 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 22 to the Registrant's Registration Statement (No. 33-20827) filed an December 19, 1994.
20 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 27 to the Registrant's Registration Statement (No. 33-20827) filed on March 31, 1995.
21 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 28 to the Registrant's Registration Statement (No. 33-20827) filed on October 6, 1995.
22 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 29 to the Registrant's Registration Statement (No. 33-20827) filed on October 25, 1995.
23 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 34 to the Registrant's Registration Statement (No. 33-20827) filed on May 16, 1996.
24 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 37 to the Registrant's Registration Statement (No. 33-20827) filed July 30, 1996.
25 Incorporated herein by reference to the same exhibit number of Post-Effective Amendment No. 39 to the Registrant's Registration Statement (No. 33-20827) filed on October 11, 1996.
26 Incorporated herein by reference to the same Exhibit No. of Post-Effective Amendment No. 41 to the Registrant's Registration Statement (No. 33-30827) filed on November 27, 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 May 1, 1997.
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS a) RBB Money Market 0 b) RBB Municipal Money Market 0 c) Cash Preservation Money Market 43 d) Cash Preservation Municipal Money Market 62 e) Sansom Street Money Market 3 f) Sansom Street Municipal Money Market 0 g) Sansom Street Government Obligations Money Market 0 h) Bedford Money Market 111,972 i) Bedford Municipal Money Market 4,266 j) Bedford Government Obligations Money Market 3,652 k) Bedford New York Municipal Money Market 3,082 l) RBB Government Securities 573 m) Bradford Municipal Money Market 1 n) Bradford Government Obligations Money Market 1 o) BEA International Equity - Institutional Class 201 p) BEA International Equity - Investor Class 0 q) BEA International Equity - Advisor Class 7 -17- |
r) BEA High Yield - Institutional Class 76 s) BEA High Yield - Investor Class 0 t) BEA High Yield - Advisor Class 7 u) BEA Emerging Markets Equity - Institutional Class 30 v) BEA Emerging Markets Equity - Investor Class 0 w) BEA Emerging Markets Equity - Advisor Class 5 x) BEA U.S. Core Equity 58 y) BEA U.S. Core Fixed Income 50 z) BEA Strategic Global Fixed Income 13 aa) BEA Municipal Bond Fund 35 bb) BEA Short Duration 0 cc) BEA Balanced 0 dd) BEA Global Telecommunications - Investor Class 0 ee) BEA Global Telecommunications - Advisor Class 20 ff) Janney Montgomery Scott Money Market 1 gg) Janney Montgomery Scott Municipal Money Market 1 hh) Janney Montgomery Scott Government Obligations Money Market 1 ii) Janney Montgomery Scott New York Municipal Money Market 1 jj) ni Micro Cap 1,782 kk) ni Growth 2,850 ll) ni Growth & Value 1,101 mm) Boston Partners Large Cap Value Fund - Institutional Class 11 nn) Boston Partners Large Cap Value Fund - Investor Class 9 oo) Boston Partners Large Cap Value Fund - Advisor Class 0 |
Item 27. INDEMNIFICATION
Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and
1(c), provide as follows:
Section 1. To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its shareholders for damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted.
Section 2. The Corporation shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Corporation shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law. The Board of Directors may by-law, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the fullest extent permitted by the Maryland General Corporation law.
Section 3. No provision of this Article shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Section 4. References to the Maryland General Corporation Law in this Article are to the law as from time to time amended. No further
amendment to the Articles of Incorporation of the Corporation shall decrease, but may expand, any right of any person under this Article based on any event, omission or proceeding prior to such amendment.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information as to any other business, profession, vocation or employment of substantial nature in which any directors and officers of PIMC, BEA, Numeric and Boston Partners 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, Schedules B and D of Numeric's FORM ADV (File No. 801-35649) filed on November 2, 1995, and Schedules of Boston Partners' FORM ADV (File No. 801-49059) filed on October 2, 1996, respectively.
There is set forth below information as to any other business, profession, vocation or employment of a substantial nature in which each director or officer of 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 INSTITUTIONAL MANAGEMENT CORPORATION DIRECTORS AND OFFICERS POSITION WITH OTHER BUSINESS TYPE OF PIMC NAME CONNECTIONS BUSINESS - ------------- ------------------- ---------------------------------- ----------- Chairman and J. Richard Carnall Executive Vice President Banking Director PNC Bank, National Association (1) Director Banking PNC National Bank (2) Chairman and Director Financial- PFPC Inc. (3) Related Services Director Fiduciary PNC Trust Company of New York (11) Activities -19- |
POSITION WITH OTHER BUSINESS TYPE OF PIMC NAME CONNECTIONS BUSINESS - ------------- ------------------- ---------------------------------- ----------- Director Equipment Hayden Bolts, Inc.* Director Real Estate Parkway Real Estate Company* Director Investment Provident Capital Management Advisory Inc. (5) Director PNC Asset Management Group, Inc. Director Financial- PFPC International Ltd. Related Services Director Financial- PFPC International (Cayman) Ltd. Related Services Director Investment Advanced Investment Management Advisory Chairman International Dollar Reserve Fund, Ltd. Director Richard C. Caldwell Executive Vice President Banking PNC Bank, National Association (1) Director PNC National Bank (2) Banking Director Fiduciary PNC Trust Company Activities of New York (11) Director Provident Capital Management Investment Inc. (5) Advisory Executive Vice President Banking PNC Bank Corp. (14) Holding Company Director Banking PNC Bank, New Jersey National Association (16) Director Financial- PFPC Inc. (3) Related Services Chairman, Director & CEO PNC Asset Management Group, Inc. Director Mutual Fund Compass Capital Group, Inc. -20- |
POSITION WITH OTHER BUSINESS TYPE OF PIMC NAME CONNECTIONS BUSINESS - ------------- ------------------- ---------------------------------- ----------- Director Investment BlackRock Financial Advisory Management, Inc. Director Investment PNC Equity Advisors Co. Advisory Director Banking PNC Bank, New England Director Laurence D. Fink Chairman and Chief Executive Officer BlackRock Financial Management, Inc. Director and Vice President PNC Asset management Group, Inc. Director Richard L. Smoot President and Chief Banking Executive Officer PNC Bank, National Association (Phila.)(1) Senior Vice President Bank PNC Bank Corp.(14) Holding Company Director Financial- PFPC Inc. (3) Related Services Director Fiduciary PNC Trust Company of NY (11) Activities Director, Chairman and President Banking PNC Bank, New Jersey, National Association (16) Director, Chairman and CEO Banking PNC National Bank (2) Chairman & Director Leasing PNC Credit Corp. (13) Director and Nicholas M. Marsini, Senior Vice President Banking Chief Jr. PNC Bank, National Association(1) Financial Officer Director Financial- PFPC Inc. (3) Related Services Senior Vice President Banking and Chief Financial Officer PNC Bank, Delaware(20) Director, Vice President and Banking Treasurer PNC National Bank(2) -21- |
POSITION WITH OTHER BUSINESS TYPE OF PIMC NAME CONNECTIONS BUSINESS - ------------- ------------------- ---------------------------------- ----------- Director Banking PNC Bank, New Jersey National Association(16) Director Fiduciary PNC Trust Company of New York(11) Activities Director and Treasurer Holding PNC Bancorp, Inc. (9) Company Director and Treasurer Investment PNC Capital Corp.(17) Activities Director and Treasurer Banking PNC Holding Corp.(18) Director and Treasurer Investment PNC Venture Corp.(19) Activities President and Thomas H. Nevin None. Chief Investment Officer Vice Michelle L. Petrilli Chief Counsel Banking President and PNC Bank, DE (20) Secretary Secretary Financial- PFPC Inc.(3) Related Services Senior Vice Vincent J. Ciavardini President, Chief Financial- President Financial Officer Related and Director Services PFPC Inc.(3) Director PNC Asset Management Group, Inc. Director & President Financial- PFPC International Ltd. Related Services Director Financial- PFPC International (Cayman) Ltd. Related Services Director International Dollar Reserve Fund, Ltd. Senior Vice John N. Parthemore None. President -22- |
POSITION WITH OTHER BUSINESS TYPE OF PIMC NAME CONNECTIONS BUSINESS - ------------- ------------------- ---------------------------------- ----------- Vice Stephen M. Wynne Executive Vice President and Financial- President, Chief Accounting Officer Related Chief PFPC Inc. (3) Services Accounting Officer and Assistant Secretary Director Financial- PFPC Trustee & Custodial Related Services, Ltd. Services Director Financial- PFPC International (Cayman) Ltd. Related Services Executive Vice President Financial- PFPC International Ltd. Related Services Controller Pauline M. Heintz Vice President Financial- PFPC Inc. (3) Related Services Vice Jeffrey W. Carson None. President Vice Katherine A. Chuppe None. President Vice Mary J. Coldren None. President Vice Michele C. Dillon None. President Vice Patrick J. Ford None. President Vice Richard Hoerner None. President Vice Michael S. Hutchinson None. President Vice Michael J. Milligan None. President Vice G. Keith Robertshaw None. President Vice William F. Walsh None. President Vice Karen J. Walters None. President |
* Information regarding these corporations can be obtained from the office of the Secretary.
PNC BANK, NATIONAL ASSOCIATION DIRECTORS POSITION WITH OTHER BUSINESS TYPE OF PIMC NAME CONNECTIONS BUSINESS - ------------- ------------------- ---------------------------------- ----------- Director B.R. Brown President and C.E.O. of Coal Consol, Inc. Consol Plaza Pittsburgh, PA 15241 Director Constance E. Clayton Associate Dean, School of Medical Health & Professor of Pediatrics Medical College of PA Hanemann University 430 East Sedgwick St. Philadelphia, PA 19119 Director Eberhard Faber IV Chairman and C.E.O. Manufacturing E.F.L., Inc. 4 50 Hedge Road P.O. Box 49 Bearcreek, PA 18602 Director Dr. Stuart Heydt President and C.E.O. Medical Geisinger Foundation 100 N. Academy Avenue Danville, PA 17822 Director Edward P. Junker, III Vice Chairman Banking PNC Bank, N.A. Ninth and State Streets Erie, PA 16553 Director Thomas A. McConomy President, C.E.O. and Manufacturing Chairman, Calgon Carbon Corporation 413 Woodland Road Sewickley, PA 15143 Director Thomas H. O'Brien Chairman Banking PNC Bank, National Association One PNC Plaza, 30th Floor Pittsburgh, PA 15265 Director Dr. J. Dennis O'Connor Provost, The Smithsonian Education Institution 1000 Jefferson Drive, S.W. Room 230, MRC 009 Washington, DC 20560 Director Rocco A. Ortenzio Chairman and C.E.O. Medical Continental Medical Systems, Inc. P.O. Box 715 Mechanicsburg, PA 17055 -24- |
Director Jane G. Pepper President Horticulture Pennsylvania Horticulture Society 325 Walnut Street Philadelphia, PA 19106 Director Robert C. Robb, Jr. President, Lewis, Eckert, Financial and Robb & Company Management 425 One Plymouth Meeting Consultants Plymouth Meeting, PA 19462 Director James E. Rohr President and C.E.O. Bank Holding PNC Bank, National Company Association One PNC Plaza, 30th Floor Pittsburgh, PA 15265 Director Daniel M. Rooney President, Pittsburgh Football Steelers Football Club of the National Football League 300 Stadium Circle Pittsburgh, PA 15212 Director Seth E. Schofield Chairman, President and Airline C.E.O. USAir Group, Inc. and USAir, Inc. 2345 Crystal Drive Arlington, VA 22227 |
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
John E. Alden Senior Vice President James C. Altman Senior Vice President Lila M. Bachelier Senior Vice President R. Perrin Baker Chief Market Counsel, Northwest PA James R. Bartholomew Senior Vice President Peter R. Begg Senior Vice President Donald G. Berdine Senior Vice President Ben Berzin, Jr. Senior Vice President James H. Best Senior Vice President Eva T. Blum Senior Vice President Susan B. Bohn Senior Vice President George Brikis Executive Vice President Michael Brundage Senior Vice President -25- |
Anthony J. Cacciatore Senior Vice President Richard C. Caldwell Executive Vice President Craig T. Campbell Senior Vice President J. Richard Carnall Executive Vice President Edward V. Caruso Executive Vice President Peter K. Classen President & CEO, PNC Bank, Northwest, PA James P. Conley Senior Vice President/Credit Policy Andra D. Cochran Senior Vice President Sharon Coghlan Coordinating Market Chief Counsel, Philadelphia John F. Calligan Senior Vice President James P. Conley Senior Vice President C. David Cook Senior Vice President Alfred F. Cordasco Supervising Counsel, Pittsburgh, PA Robert Crouse Senior Vice President Peter M. Crowley Senior Vice President Keith P. Crytzer Senior Vice President John J. Daggett Senior Vice President Peter J. Donchak Senior Vice President Anuj Dhanda Senior Vice President Victor M. DiBattista Chief Regional Counsel Frank H. Dilenschneider Senior Vice President Thomas C. Dilworth Senior Vice President Alfred J. DiMatteis Senior Vice President James Dionise Senior Vice President and C.F.O. Patrick S. Doran Vice President, Head of Consumer Lending Robert D. Edwards Senior Vice President David J. Egan Senior Vice President J. Lynn Evans Senior Vice President & Controller William E. Fallon Senior Vice President James M. Ferguson, III Senior Vice President Charles J. Ferrero Senior Vice President Frederick C. Frank, III Executive Vice President -26- |
William J. Friel Executive Vice President John F. Fulgoney Coordinating Market Chief Counsel, Northeast PA Brian K. Garlock Senior Vice President George D. Gonczar Senior Vice President Richard C. Grace Senior Vice President James S. Graham Senior Vice President Michael J. Hannon Senior Vice President Stephen G. Hardy Senior Vice President Michael J. Harrington Senior Vice President Marva H. Harris Senior Vice President Maurice H. Hartigan, II Executive Vice President G. Thomas Hewes Senior Vice President Sylvan M. Holzer Senior Vice President Bruce C. Iacobucci Senior Vice President John M. Infield Senior Vice President Philip C. Jackson Senior Vice President William J. Johns Controller William R. Johnson Audit Director Edward P. Junker, III Vice Chairman Robert D. Kane Senior Vice President Michael D. Kelsey Chief Compliance Counsel Jack Kelly Senior Vice President Geoffrey R. Kimmel Senior Vice President Randall C. King Senior Vice President Christopher M. Knoll Senior Vice President Richard C. Krauss Senior Vice President Frank R. Krepp Senior Vice President & Chief Credit Policy Officer Kenneth P. Leckey Senior Vice President Marilyn R. Levins Senior Vice President Carl J. Lisman Executive Vice President George Lula Senior Vice President -27- |
Jane E. Madio Senior Vice President Nicholas M. Marsini, Jr. Senior Vice President John A. Martin Senior Vice President David O. Matthews Senior Vice President Walter B. McClellan Senior Vice President James F. McGowan Senior Vice President Charlotte B. McLaughlin Senior Vice President James C. Mendelson Senior Vice President James W. Meighen Senior Vice President Scott C. Meves Senior Vice President Ralph S. Michael, III Executive Vice President J. William Mills Senior Vice President Barbara A. Misner Senior Vice President Marlene D. Mosco Senior Vice President Scott Moss Senior Vice President Peter F. Moylan Senior Vice President Michael B. Nelson Executive Vice President Thomas J. Nist Senior Vice President Thomas H. O'Brien Chairman James F. O'Day Senior Vice President Cynthia G. Osofsky Senior Vice President Thomas E. Paisley, III Senior Vice President Barbara Z. Parker Executive Vice President George R. Partridge Senior Vice President Daniel J. Panlick Senior Vice President David M. Payne Senior Vice President Charles C. Pearson, Jr. President and CEO, PNC Bank, Central PA Helen P. Pudlin Senior Vice President Edward V. Randall, Jr. President and CEO, PNC Bank, Pittsburgh Arthur F. Rodman, III Senior Vice President Richard C. Rhoades Senior Vice President Bryan W. Ridley Senior Vice President -28- |
James E. Rohr President and Chief Executive Officer Gary Royer Senior Vice President Robert T. Saltarelli Senior Vice President Robert V. Sammartino Senior Vice President William Sayre, Jr. Senior Vice President Alfred J. Schiavetti Senior Vice President David W. Schoffstall Executive Vice President Seymour Schwartzberg Senior Vice President Timothy G. Shack Senior Vice President Douglas E. Shaffer Senior Vice President Alfred A. Silva Senior Vice President George R. Simon Senior Vice President Richard L. Smoot President and CEO of PNC Bank, Philadelphia Timothy N. Smyth Senior Vice President Kenneth S. Spatz Senior Vice President Darcel H. Steber Senior Vice President William F. Strome Senior Vice President and Secretary Robert L. Tassome Senior Vice President Jane B. Tompkins Senior Vice President Robert B. Trempe Senior Vice President Kevin M. Tucker Senior Vice President Alan P. Vail Senior Vice President Frank T. VanGrofski Executive Vice President Ronald H. Vicari Senior Vice President William A. Wagner Senior Vice President Patrick M. Wallace Senior Vice President Annette M. Ward-Kredel Senior Vice President Robert S. Wrath Senior Vice President Arlene M. Yocum Senior Vice President Carole Yon Senior Vice President George L. Ziminski, Jr. Senior Vice President |
PNC ASSET MANAGEMENT GROUP DIRECTORS AND OFFICERS TYPE OF POSITION WITH PAMC NAME OTHER BUSINESS CONNECTIONS BUSINESS - ------------------ ------------------- ---------------------------------- ----------- Chairman, Director Richard C. Executive Vice President Banking and CEO Caldwell PNC Bank, National Association(1) Director Banking PNC National Bank(2) Director Fiduciary PNC Trust Company Activities of New York(11) Director Investment Investment Provident Capital Management Inc.(5) Advisory Executive Vice President Bank Holding PNC Bank Corp.(14) Company Director Banking PNC Bank, New Jersey, National Association(16) Director Financial PFPC Inc.(3) Related Services Director PNC Institutional Management Corp. Director Compass Capital Group, Inc. Director BlackRock Financial Management, Inc. Director PNC Equity Advisors Co. Director PNC Bank, New England Vice President Laurence D. Chairman and CEO and Director Fink BlackRock Financial Management, Inc. Director PNC Institutional Management Corp. Secretary Pamela Fraser Chief Counsel, Asset Management Banking Wilford & Trust PNC Bank, National Association(1) |
TYPE OF POSITION WITH PAMC NAME OTHER BUSINESS CONNECTIONS BUSINESS - ------------------ ------------------- ---------------------------------- ----------- Treasurer Brian Lilly None. and CFO Assistant Thomas R. Moore Secretary Financial Secretary PNC International Investment Related Corporation Services Vice President and Secretary Pinaco, Inc. Vice President and Secretary PNC Mortgage Bank, N.A. Secretary and Treasurer PNC Brokerage Corp. Vice President Provcor Properties, Inc. Real Estate Vice President Provident Realty Mgmt., Inc. Director Vincent J. President, CFO and Director PFPC Financial Ciavardini Inc.(3) Related Services Senior Vice President PNC Institutional Management Corp. Director Financial PFPC International Ltd. Related Services Director PFPC International Financial (Cayman) Ltd. Related Services Director J. Richard Executive Vice President Banking Carnall PNC Bank, National Association(1) Director Banking PNC National Bank(2) Chairman and Director Financial PFPC Inc.(3) Related Services Director Fiduciary PNC Trust Company Activities of New York(11) Director Equipment Hayden Bolts, Inc.* Director Real Estate Parkway R.E. Company* |
TYPE OF POSITION WITH PAMC NAME OTHER BUSINESS CONNECTIONS BUSINESS - ------------------ ------------------- ---------------------------------- ----------- Director Investment Provident Capital Management Advisory Inc.(5) Chairman and Director Financial PNC Institutional Management Related Corp. Services Director PFPC International Ltd. Director Financial PFPC International (Cayman) Ltd. Related Services Director Investment Advanced Investment Management Advisory Chairman Mutual Fund International Dollar Reserve Fund, Ltd. Chief Equity Young D. Chin Chairman, President, CEO, Chief Investment Officer Investment Officer and Director Advisory Provident Capital Management Inc.(5) Chairman PNC Equity Advisors Company Director CastleRock Capital Management Director Ralph L. President Schlosstein BlackRock Financial Management, Inc. |
(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103 Broad and Chestnut Streets, Philadelphia, PA 19101, 17th and Chestnut Streets, Philadelphia, PA 19103.
(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.
(3) PFPC Inc., 103 Bellevue Parkway, Wilmington, DE 19809.
(4) PNC Service Corp., 103 Bellevue Parkway, Wilmington, DE 19809.
(5) Provident Capital Management, Inc., 30 S. 17th Street, Suite 1500, Philadelphia, PA 19103.
(6) PNC Investment Corp., Broad and Chestnut Street, Philadelphia, PA 19101.
(7) Provident Realty Management, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101.
(8) Provident Realty, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101.
(9) PNC Bancorp, Inc., 222 Delaware Avenue, Wilmington, DE 19810.
(10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604, Cherry Hill, NJ 08034.
(11) PNC Trust Company of New York, 40 Broad Street, New York, NY 10084.
(12) Provcor Properties, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101.
(13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA 15265.
(16) PNC Bank, New Jersey, National Association, Woodland Falls Corporate Park, 210 Lake Drive East, Cherry Hill, NJ 08002.
(17) PNC Capital Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(18) PNC Holding Corp, 222 Delaware Avenue, P.O. Box 791, Wilmington, DE 19899.
(19) PNC Venture Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(20) PNC Bank, Delaware, 300 Delaware Avenue, Wilmington, DE 19801.
(21) Bank of Delaware Corp., 300 Delaware Avenue, Wilmington, DE 19801.
(22) Del-Vest, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
(23) Marand Corp., 222 Delaware Avenue, Wilmington, DE 19801.
(24) Millsboro Insurance Agency, 300 Delaware Avenue, Wilmington, DE 19801.
(25) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
Item 29. PRINCIPAL UNDERWRITER
(a) Counsellors Securities Inc. (the "Distributor") acts as distributor for the following investment companies:
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
Warburg Pincus New York Intermediate 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
Warburg Pincus Growth & Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Tax Free Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Institutional Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Strategic Value Fund
Warburg Pincus Trust
Warburg Pincus Trust II
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) The information required by this item 29(b) is incorporated by reference to Form BD (SEC File No. 15-654) filed by Distributor with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
(c) Information as to commissions and other compensation received by the principal underwriter from the Registrant is set forth below.
NET COMPENSATION NAME OF UNDERWRITING ON REDEMPTION PRINCIPAL DISCOUNTS AND AND BROKERAGE OTHER UNDERWRITER COMMISSIONS REPURCHASE COMMISSIONS COMPENSATION - ----------- ------------- ------------- ----------- ------------ Counsellors $ 0 $ 0 $ 0 $17,199,881 Securities Inc. |
The amounts reported above in the "Other Compensation" column are 12b-1 fees paid by the Registrant to the Registrant's distributor during fiscal year 1996 on behalf of all of the Registrant's funds that have 12b-1 Plans. A description of the services performed by the distributor in connection with these fees is contained in Registrant's prospectuses relating to these funds.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
(1) PNC Bank, National Association (successor by merger to Provident National Bank), 1600 Market Street, Philadelphia, PA 19103 (records relating to its functions as sub-adviser and custodian).
(2) Counsellors Securities Inc., 466 Lexington Avenue, New York, New York 10017 (records relating to its functions as distributor).
(3) PNC Institutional Management Corporation (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) Drinker Biddle & Reath LLP., Philadelphia National Bank Building, 1345 Chestnut Street, Philadelphia, Pennsylvania 19107-3496 (Registrant's Articles of Incorporation, By-Laws and Minute Books).
(6) BEA Associates, One Citicorp Center, 153 East 53rd Street, New York, New York 10022 (records relating to its function as investment adviser).
(7) Numeric Investors, L.P., 1 Memorial Drive, Cambridge, Massachusetts 02142 (records relating to its function as investment adviser).
(8) Boston Partners Assets Management, L.P., One Financial Center, 43rd Floor, Boston, Massachusetts 02111 (records relating to its function as investment adviser).
Item 31. MANAGEMENT SERVICES
None.
Item 32. UNDERTAKINGS
(a) Registrant hereby undertakes to hold a meeting of shareholders for the purpose of considering the removal of directors in the event the requisite number of shareholders so request.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 45 to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 the 9th day of May, 1997.
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 May 9, 1997 - ---------------------- Edward J. Roach Executive Officer) and Treasurer (Principal Financial and Accounting Officer) /s/Donald van Roden Director May 9, 1997 - ---------------------- Donald van Roden /s/Francis J. McKay Director May 9, 1997 - ---------------------- Francis J. McKay /s/Marvin E. Sternberg Director May 9, 1997 - ---------------------- Marvin E. Sternberg /s/Julian A. Brodsky Director May 9, 1997 - ---------------------- Julian A. Brodsky /s/Arnold M. Reichman Director May 9, 1997 - ---------------------- Arnold M. Reichman /s/Robert Sablowsky Director May 9, 1997 - ---------------------- Robert Sablowsky |
THE RBB FUND, INC.
EXHIBIT INDEX
EXHIBITS
(1)(r) Articles Supplementary of Registrant. (6)(hh) Distribution Agreement Supplement (Class RR) between Registrant and Counsellors Securities Inc. (6)(ii) Distribution Agreement Supplement (Class SS) between Registrant and Counsellors Securities Inc. (8)(n) Custodian Agreement Supplement (BEA Municipal Bond Fund) between Registrant and Brown Brothers Harriman & Co. (9)(fff) Administration and Accounting Services Agreement between the Registrant and PFPC Inc. dated October 16, 1996 (Boston Partners Large Cap Value Fund). (11)(a) Consent of Drinker Biddle & Reath LLP. (11)(b) Consent of Independent Accountants. (13)(m) Purchase Agreement between Registrant and Boston Partners Asset Management, L.P. relating to Classes QQ, RR and SS (Boston Partners Large Cap Value Fund). (15)(mmm) Plan of Distribution (Boston Partners Large Cap Value Fund Investor Class). (15)(nnn) Plan of Distribution (Boston Partners Large Cap Value Fund Advisor Class). (15)(ooo) Plan of Distribution (Boston Partners Mid Cap Value Fund Investor Class). (15)(ppp) Plan of Distribution (Boston Partners Mid Cap Value Fund Institutional Class). (17)(a) Financial Data Schedules with respect to the BEA Global Telecommunications Fund Advisor Class. (17)(b) Financial Data Schedules with respect to the BEA International Equity Fund Advisor Class. (17)(c) Financial Data Schedules for the BEA Emerging Markets Equity Advisor Class. |
(17)(d) Financial Data Schedules for the BEA High Yield Fund Advisor Class. (18) Rule 18f-3 Plan as amended. |
Exhibit 1(r)
THE RBB FUND, INC.
ARTICLES SUPPLEMENTARY TO THE
CHARTER
THE RBB FUND, INC., a Maryland corporation having its principal office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation, an open-end investment company registered under the Investment Company Act of 1940, as amended, and having authorized capital of thirty billion (30,000,000,000) shares of common stock, par value $.001 per share, has adopted a unanimous resolution increasing the number of shares of common stock that are classified (but not increasing the aggregate number of authorized shares) into separate classes by:
classifying an additional one hundred million (100,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, with an aggregate par value of one hundred thousand dollars ($100,000), as Class TT Common Stock (Boston Partners Mid Cap Value Fund Investor Portfolio);
classifying an additional one hundred million (100,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per
share, with an aggregate par value of one hundred thousand dollars ($100,000), as Class UU Common Stock (Boston Partners Mid Cap Value Fund Institutional Portfolio);
SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows:
A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions or redemption of each class of common stock of the Corporation is set forth in Article VI, Section (6) of the Corporation's Charter, and has not been changed by the Board of Directors of the Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of Directors of the Corporation pursuant to authority and power contained in the charter of the Corporation.
FOURTH: Immediately before the increase in the number of shares of common stock that have been classified into separate classes:
(a) the Corporation had authority to issue thirty billion (30,000,000,000) shares of its common stock and the aggregate par value of all the shares of all classes was thirty million dollars ($30,000,000);
(b) the number of shares of each authorized class of common stock was as follows:
Class A - one hundred million (100,000,000), par value $.001 per share;
Class B - one hundred million (100,000,000), par value $.001 per share;
Class C - one hundred million (100,000,000), par value $.001 per share;
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per share;
Class F - five hundred million (500,000,000), par value $.001 per share;
Class G - five hundred million (500,000,000), par value $.001 per share;
Class H - five hundred million (500,000,000), par value $.001 per share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value $.001 per share;
Class K - five hundred million (500,000,000), par value $.001 per share;
Class L - one billion five hundred million (1,500,000,000), par value $.001 per share;
Class M - five hundred million (500,000,000), par value $.001 per share;
Class N - five hundred million (500,000,000), par value $.001 per share;
Class O - five hundred million (500,000,000), par value $.001 per share;
Class P - one hundred million (100,000,000), par value $.001 per share;
Class Q - one hundred million (100,000,000), par value $.001 per share;
Class R - five hundred million (500,000,000), par value $.001 per share;
Class S - five hundred million (500,000,000), par value $.001 per share;
Class T - five hundred million (500,000,000), par value $.001 per share;
Class U - five hundred million (500,000,000), par value $.001 per share;
Class V - five hundred million (500,000,000), par value $.001 per share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share; Class BB - fifty million (50,000,000), par value $.001 per share; Class CC - fifty million (50,000,000), par value $.001 per share; Class DD - one hundred million (100,000,000), par value $.001 per share; Class EE - one hundred million (100,000,000), par value $.001 per share; Class FF - fifty million (50,000,000), par value $.001 per share; Class GG - fifty million (50,000,000), par value $.001 per share; Class HH - fifty million (50,000,000), par value $.001 per share; Class II - one hundred million (100,000,000), par value $.001 per share; Class JJ - one hundred million (100,000,000), par value $.001 per share; Class KK - one hundred million (100,000,000), par value $.001 per share; Class LL - one hundred million (100,000,000), par value $.001 per share; Class MM - one hundred million (100,000,000), par value $.001 per share; -5- |
Class NN - one hundred million (100,000,000), par value $.001 per share; Class OO - one hundred million (100,000,000), par value $.001 per share; Class PP - one hundred million (100,000,000), par value $.001 per share; Class QQ - one hundred million (100,000,000), par value $.001 per share; Class RR - one hundred million (100,000,000), par value $.001 per share; Class SS - one hundred million (100,000,000), par value $.001 per share; Class Alpha 1 - seven hundred million (700,000,000), par value $.001 per share; Class Alpha 2 - two hundred million (200,000,000), par value $.001 per share; Class Alpha 3 - five hundred million (500,000,000), par value $.001 per share; Class Alpha 4 - one hundred million (100,000,000), par value $.001 per share; Class Beta 1 - one million (1,000,000), par value $.001 per share; Class Beta 2 - one million (1,000,000), par value $.001 per share; Class Beta 3 - one million (1,000,000), par value $.001 per share; -6- |
Class Beta 4 - one million (1,000,000), par value $.001 per share; Class Gamma 1 - one million (1,000,000), par value $.001 per share; Class Gamma 2 - one million (1,000,000), par value $.001 per share; Class Gamma 3 - one million (1,000,000), par value $.001 per share; Class Gamma 4 - one million (1,000,000), par value $.001 per share; Class Delta 1 - one million (1,000,000), par value $.001 per share; Class Delta 2 - one million (1,000,000), par value $.001 per share; Class Delta 3 - one million (1,000,000), par value $.001 per share; Class Delta 4 - one million (1,000,000), par value $.001 per share; |
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
Class Zeta 1 - one million (1,000,000), par value $.001 per share; Class Zeta 2 - one million (1,000,000), par value $.001 per share; Class Zeta 3 - one million (1,000,000), par value $.001 per share; Class Zeta 4 - one million (1,000,000), par value $.001 per share; Class Eta 1 - one million (1,000,000), par value $.001 per share; Class Eta 2 - one million (1,000,000) par value $.001 per share; Class Eta 3 - one million (1,000,000), par value $.001 per share; Class Eta 4 - one million (1,000,000), par value $.001 per share; Class Theta 1 - one million (1,000,000), par value $.001 per share; Class Theta 2 - one million (1,000,000), par value $.001 per share; Class Theta 3 - one million (1,000,000), par value $.001 per share; and Class Theta 4 - one million (1,000,000), par value $.001 per share; |
for a total of thirteen billion four hundred seventy-eight million (13,478,000,000) shares classified into separate classes of common stock.
After the increase in the number of shares of common stock that have been classified into separate classes:
(c) the Corporation has the authority to issue thirty billion (30,000,000,000) shares of its common stock and the aggregate par value of all the shares of all classes is now thirty million dollars ($30,000,000); and
(d) the number of authorized shares of each class is now as follows:
Class A - one hundred million (100,000,000), par value $.001 per share;
Class B - one hundred million (100,000,000), par value $.001 per share;
Class C - one hundred million (100,000,000), par value $.001 per share;
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per share;
Class F - five hundred million (500,000,000), par value $.001 per share;
Class G - five hundred million (500,000,000), par value $.001 per share;
Class H - five hundred million (500,000,000), par value $.001 per share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value $.001 per share;
Class K - five hundred million (500,000,000), par value $.001 per share;
Class L - one billion five hundred million (1,500,000,000), par value $.001 per share;
Class M - five hundred million (500,000,000), par value $.001 per share;
Class N - five hundred million (500,000,000), par value $.001 per share;
Class O - five hundred million (500,000,000), par value $.001 per share;
Class P - one hundred million (100,000,000), par value $.001 per share;
Class Q - one hundred million (100,000,000), par value $.001 per share;
Class R - five hundred million (500,000,000), par value $.001 per share;
Class S - five hundred million (500,000,000), par value $.001 per share;
Class T - five hundred million (500,000,000), par value $.001 per share;
Class U - five hundred million (500,000,000), par value $.001 per share;
Class V - five hundred million (500,000,000), par value $.001 per share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share; Class BB - fifty million (50,000,000), par value $.001 per share; Class CC - fifty million (50,000,000), par value $.001 per share; Class DD - one hundred million (100,000,000), par value $.001 per share; Class EE - one hundred million (100,000,000), par value $.001 per share; Class FF - fifty million (50,000,000), par value $.001 per share; Class GG - fifty million (50,000,000), par value $.001 per share; Class HH - fifty million (50,000,000), par value $.001 per share; -11- |
Class II - one hundred million (100,000,000), par value $.001 per share; Class JJ - one hundred million (100,000,000), par value $.001 per share; Class KK - one hundred million (100,000,000), par value $.001 per share; Class LL - one hundred million (100,000,000), par value $.001 per share; Class MM - one hundred million (100,000,000), par value $.001 per share; Class NN - one hundred million (100,000,000), par value $.001 per share; Class OO - one hundred million (100,000,000), par value $.001 per share; Class PP - one hundred million (100,000,000), par value $.001 per share; Class QQ - one hundred million (100,000,000), par value $.001 per share; Class RR - one hundred million (100,000,000), par value $.001 per share; Class SS - one hundred million (100,000,000), par value $.001 per share; Class TT - one hundred million (100,000,000), par value $.001 per share; Class UU - one hundred million (100,000,000), par value $.001 per share; |
Class Alpha 1 - seven hundred million (700,000,000), par value $.001 per share; Class Alpha 2 - two hundred million (200,000,000), par value $.001 per share; Class Alpha 3 - five hundred million (500,000,000), par value $.001 per share; Class Alpha 4 - one hundred million (100,000,000), par value $.001 per share; Class Beta 1 - one million (1,000,000), par value $.001 per share; Class Beta 2 - one million (1,000,000), par value $.001 per share; Class Beta 3 - one million (1,000,000), par value $.001 per share; Class Beta 4 - one million (1,000,000), par value $.001 per share; Class Gamma 1 - one million (1,000,000), par value $.001 per share; Class Gamma 2 - one million (1,000,000), par value $.001 per share; Class Gamma 3 - one million (1,000,000), par value $.001 per share; Class Gamma 4 - one million (1,000,000), par value $.001 per share; Class Delta 1 - one million (1,000,000), par value $.001 per share; -13- |
Class Delta 2 - one million (1,000,000), par value $.001 per share; Class Delta 3 - one million (1,000,000), par value $.001 per share; Class Delta 4 - one million (1,000,000), par value $.001 per share; |
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
Class Zeta 1 - one million (1,000,000), par value $.001 per share; Class Zeta 2 - one million (1,000,000), par value $.001 per share; Class Zeta 3 - one million (1,000,000), par value $.001 per share; Class Zeta 4 - one million (1,000,000), par value $.001 per share; Class Eta 1 - one million (1,000,000), par value $.001 per share; Class Eta 2 - one million (1,000,000) par value $.001 per share; -14- |
Class Eta 3 - one million (1,000,000), par value $.001 per share; Class Eta 4 - one million (1,000,000), par value $.001 per share; Class Theta 1 - one million (1,000,000), par value $.001 per share; Class Theta 2 - one million (1,000,000), par value $.001 per share; Class Theta 3 - one million (1,000,000), par value $.001 per share; Class Theta 4 - one million (1,000,000), par value $.001 per share; |
for a total of thirteen billion six hundred seventy-eight million (13,678,000,000) shares classified into separate classes of common stock.
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed and attested in its name and on its behalf by its President and Secretary on May 9, 1997.
THE RBB FUND, INC.
ATTEST:
/s/ Morgan R. Jones /s/ Edward J. Roach - ------------------------ ------------------------------- Morgan R. Jones Edward J. Roach Secretary President |
THE UNDERSIGNED, President of The RBB Fund, Inc., who executed on behalf of said corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
/s/ Edward J. Roach ------------------------------ Edward J. Roach President |
Exhibit 6(hh)
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Large Cap Value Fund)
(Investor Class)
This supplemental agreement is entered into this 16th day of October, 1996, by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES, INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and the Distributor have entered into a Distribution Agreement, dated as of April 10, 1991 (as from time to time amended and supplemented, the "Distribution Agreement"), pursuant to which the Distributor has undertaken to act as distributor for the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Distribution Agreement Supplement have the meaning specified in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby adopted for the Boston Partners Large Cap Value Fund Investor Class of Common Stock (Class RR) of the Fund.
2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by the Distributor as provided in the Distribution Agreement and herein, the Fund shall pay the Distributor a monthly 12b-1 fee on the first business day of each month, based upon the average daily value (as determined on each business day at the time set forth in the Prospectus for determining net asset value per share) of the net assets of the Class during the preceding month, at an annual rate of 0.25%.
3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.
THE RBB FUND, INC. COUNSELLORS SECURITIES, INC. By: /s/ Edward J. Roach By: /s/ Eugene Podsiadlo ------------------------- ---------------------------------- Name: Edward J. Roach Name: Eugene Podsiadlo Title: President Title: Senior V.P. |
Exhibit 6(ii)
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Large Cap Value Fund)
(Advisor Class)
This supplemental agreement is entered into this 16th day of October, 1996, by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES, INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and the Distributor have entered into a Distribution Agreement, dated as of April 10, 1991 (as from time to time amended and supplemented, the "Distribution Agreement"), pursuant to which the Distributor has undertaken to act as distributor for the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Distribution Agreement Supplement have the meaning specified in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby adopted for the Boston Partners Mid Cap Value Fund Advisor Class of Common Stock (Class SS) of the Fund.
2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by the Distributor as provided in the Distribution Agreement and herein, the Fund shall pay the Distributor a monthly 12b-1 fee on the first business day of each month, based upon the average daily value (as determined on each business day at the time set forth in the Prospectus for determining net asset value per share) of the net assets of the Class during the preceding month, at an annual rate of 0.75%.
3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.
THE RBB FUND, INC. COUNSELLORS SECURITIES, INC. By: /s/ Edward J. Roach By: /s/ Eugene Podsiadlo -------------------------- ----------------------------------- Name: Edward J. Roach Name: Eugene Podsiadlo Title: President Title: Senior V.P. |
Exhibit 8(n)
BROWN BROTHERS HARRIMAN & CO.
APPENDIX "C"
TO
CUSTODIAN AGREEMENT
BETWEEN
THE RBB FUND, INC. and BROWN BROTHERS HARRIMAN & CO.
Dated as of April 23, 1997
The following is a list of Portfolios for which the Custodian shall serve under a Custodian Agreement dated as of November 29, 1993 (the "Agreement"):
BEA GLOBAL TELECOMMUNICATIONS FUND
BEA EMERGING MARKETS EQUITY FUND
BEA HIGH YIELD FUND
BEA INTERNATIONAL EQUITY FUND
BEA STRATEGIC GLOBAL FIXED INCOME FUND
BEA U.S. CORE FIXED INCOME FUND
BEA U.S. EQUITY FUND
BEA MUNICIPAL BOND FUND
BEA SHORT DURATION FUND*
BEA BALANCED FUND*
* inactive
IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name and on behalf of each such Fund.
THE RBB FUND, INC. BROWN BROTHERS HARRIMAN & CO. By: /s/ Edward J. Roach By: /s/ Kristen F. Giarrusso --------------------- -------------------------- Name: Edward J. Roach Name: Kristen F. Giarrusso Title: President Title: Senior Manager |
Exhibit 9(fff)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of October 16, 1996 by and between THE RBB
FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware
corporation ("PFPC"), which is an indirect wholly-owned subsidiary of PNC Bank
Corp.
The Fund is registered as an open-end, non-diversified investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
The Fund wishes to retain PFPC to provide administration and accounting services
to its Boston Partners Large Cap Value Fund (the "Portfolio"), and PFPC wishes
to furnish such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. DEFINITIONS.
(a) "1933 ACT" means the Securities Act of 1933, as amended.
(b) "1934 ACT" means the Securities Exchange Act of 1934, as amended.
(c) "AUTHORIZED PERSON" means any officer of the Fund and any other person, duly authorized by the Fund's Board of Directors, to give Oral and Written Instructions on behalf of the Fund and listed on the Certificate attached hereto as Appendix B or any amendment thereto as may be received by PFPC from time to time. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation on the Certificate.
(d) "BOOK-ENTRY SYSTEM" means Federal Reserve Treasury book-entry system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system maintained by an exchange registered with the SEC under the 1934 Act.
(e) "ORAL INSTRUCTIONS" mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) SHARES" mean the shares of common stock of the Fund representing an interest in the Portfolio.
(h) "PROPERTY" means:
(i) any and all securities and other investment items of the Portfolio which the Fund may from time to time deposit, or cause to be deposited, with PFPC or which PFPC may from time to time hold for the Fund on behalf of the Portfolio;
(ii) all income in respect of any of such securities or other investment items;
(iii) all proceeds of the sale of any of such securities or investment items; and
(iv) all proceeds of the sale of Shares which are received by PFPC from time to time, from or on behalf of the Fund.
(i) "WRITTEN INSTRUCTIONS" mean written instructions signed by two Authorized Persons and received by PFPC. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to provide administration and accounting services to the Portfolio, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS.
The Fund has provided or, where applicable, will provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of the Fund's Board of Directors, approving the appointment of PFPC to provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of the Fund's advisory agreement or agreements with respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or agreements with respect to the Portfolio;
(e) a copy of any additional administration agreement with respect to the Portfolio;
(f) copies of any shareholder servicing agreements made in respect of the Portfolio; and
(g) certified or authenticated copies of any and all amendments or supplements to the foregoing.
4. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS.
PFPC undertakes to comply with all applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to all duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund.
5. INSTRUCTIONS.
Unless otherwise provided in this Agreement, PFPC shall act only upon oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. The Fund further agrees that PFPC shall incur no liability to the Fund in acting upon Oral or Written Instructions provided such instructions reasonably appear to have been received from an Authorized Person.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral or Written Instructions, from the Fund.
(b) ADVICE OF COUNSEL. If PFPC shall be in doubt as to any questions of law pertaining to any action it should or should not take, PFPC may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) CONFLICTING ADVICE. In the event of a conflict between directions, advice or Oral or Written Instructions PFPC receives from the Fund, and the advice it receives from counsel, PFPC shall be entitled to rely upon and follow the advice of counsel.
(d) PROTECTION OF PFPC. PFPC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions it receives from the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions, advice and Oral or Written Instructions.
Nothing in this paragraph shall be construed so as to impose an obligation upon PFPC (i) to seek such directions, advice or Oral or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PFPC's properly taking or not taking such action.
7. RECORDS.
The books and records pertaining to the Fund, which are in the possession of PFPC, shall be the property of the Fund.
Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person at the Fund's expense to be paid from the assets of the Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolios books of account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to maintain pursuant to Rule 3la-1 of the 1940 Act and as specifically set forth in Appendix B hereto.
8. CONFIDENTIALITY.
PFPC agrees to keep confidential all records of the Fund and information relative to the Fund and its shareholders (past, present and potential), unless the release of such records or information is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be unreasonably withheld. The Fund further agrees that, should PFPC be required to provide such information or records to duly constituted authorities (who may institute civil or criminal contempt proceedings for failure to comply), PFPC shall not be
required to seek the Fund's consent prior to disclosing such information.
9. LIAISON WITH ACCOUNTANTS.
PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules, all with respect to the Portfolio. PFPC shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as such may be required by the Fund from time to time.
10. DISASTER RECOVERY.
PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision of emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
11. COMPENSATION.
As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or fees as may be agreed to in writing by the Fund and PFPC.
12. INDEMNIFICATION.
The Fund agrees to indemnify and hold harmless PFPC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act and the 1940 Act, and any state and foreign securities and blue sky laws, and amendments thereto, and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action which PFPC takes or does not take (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions. Neither PFPC, nor any of its nominees, shall be indemnified against any liability to the Fund or to its shareholders (or any expenses incident to such liability) arising out of PFPC's own willful misfeasance, gross negligence or reckless disregard of its duties and obligations under this Agreement.
13. RESPONSIBILITY OF PFPC.
PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be responsible for failure to perform its duties under this Agreement arising out of PFPC's gross negligence. Notwithstanding the foregoing, PFPC
shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the fund that are attributable to the gross negligence of PFPC.
Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC, in connection with its duties under this Agreement, shall not be liable for (a) the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (b) delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUING BASIS.
PFPC will perform the following accounting functions with respect to the Portfolio if required:
(i) Journalize investment, capital share and income and expense activities;
(ii) verify investment buy/sell trade tickets when received from the investment advisor (the "Advisor") and transmit trades to the Fund's foreign custodian (the "Custodian") for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances with the Custodian, and provide the Advisor with the beginning cash balance available for investment purposes;
(vi) Update the cash availability throughout the day as required by the Advisor;
(vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (E.G., advisory and custody fees);
(ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing services approved by the Advisor, or if such quotes are unavailable, then obtain such prices from Advisor, and in either case calculate the market value of the investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to the Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will includes the following items:
Schedule of Investments
Statement of Assets and Liabilities Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUING BASIS.
PFPC will perform the following administration services
with respect to the Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) (a) Assist in the preparation of support schedules necessary for completion of federal and state tax returns; or (b) prepare for execution and file the Fund's federal and state tax returns;
(iv) (a) Assist in the preparation of Semi-Annual Reports with the SEC on Form N-SAR; or (b) prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR.
(v) Assist in the preparation of annual, semi-annual, and quarterly shareholder reports; or (b) prepare and file with the SEC the Fund's annual, semi-annual, and quarterly shareholder reports;
(vi) Assist with the preparation of registration statements and other filings relating to the registration of Shares;
(vii) Monitor the Portfolio's status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended; and
(viii) Coordinate contractual relationships and communications between the Fund and its service providers.
16. DURATION AND TERMINATION.
This Agreement shall continue until terminated by the Fund or by PFPC on sixty (60) days' prior written notice to the other party.
17. NOTICES.
All notices and other communications, including written Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. Notices shall be addressed (a) if to PFPC at PFPC's address, 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at such other address as shall have been notified to the sender of any such Notice or other communication.
18. AMENDMENTS.
This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought.
19. DELEGATION.
PFPC may assign its rights and delegate its duties hereunder to any wholly owned director indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate agrees with PFPC to comply with all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation, including (without limitation) the capabilities of the delegate.
20. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
21. FURTHER ACTIONS.
Each Party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
22. MISCELLANEOUS.
This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated and/or Oral Instructions.
The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit off the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.
PFPC INC.
By: /s/ Stephen M. Wynne --------------------------- Name: Stephen M. Wynne Title: Vice President |
THE RBB FUND, INC.
By: /s/ Edward J. Roach --------------------------- Name: Edward J. Roach Title: President & Treasurer |
October 16, 1996
The RBB Fund Inc.
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be paid to PFPC Inc. ("PFPC") under the terms of an Administration and Accounting Services Agreement dated October 16, 1996 between PFPC and The RBB Fund, Inc. (the "Fund") on behalf of its Boston Partners Large Cap Value Fund (the "Portfolio"). In consideration of the services to be provided by PFPC, the Fund on behalf of the Portfolio will pay PFPC an annual administration and accounting fee, to be calculated daily and paid monthly. The Fund on behalf of the Portfolio will also reimburse PFPC for its out-of-pocket expenses incurred on behalf of the Portfolio, including, but not limited to, postage and handling, telephone, telex, Federal Express and outside pricing service charges.
The annual administration and accounting fee shall be .125% of the Portfolio's average daily net assets, exclusive of out-of-pocket expenses, with a monthly minimum fee of $6,250.
The fee for the period from the date hereof until the end of that calendar year shall be pro-rated according to the proportion which such period bears to the full annual period commencing on the date hereof.
If the foregoing accurately sets forth our agreement, and you intend to be legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC, INC.
By: /s/ Stephen M. Wynne ------------------------- Name: Stephen M. Wynne Title: Vice President |
Accepted:
THE RBB FUND, INC.
By: /s/ Edward J. Roach ----------------------------- Name: Edward J. Roach Title: President & Treasurer |
October 16, 1996
The RBB Fund Inc.
Dear Sir/Madam:
PFPC Inc. ("PFPC") agrees to waive certain fees under an Administration and Accounting Services Agreement dated October 16, 1996 between PFPC and The RBB Fund, Inc. on behalf of its Boston Partners Large Cap Value Fund (the "Portfolio") as follows: for the first two years of the Portfolio's operations PFPC shall waive 50% of its minimum fee (excluding miscellaneous fees and out-of-pocket costs) to the extent the minimum fee is applicable; thereafter, PFPC's minimum fee shall be charged in full. Thus, during the twenty-fifth calendar month and thereafter, the Portfolio shall pay 100% of the minimum fee.
Very truly yours,
PFPC INC.
By: /s/ Stephen M. Wynne ------------------------- Name: Stephen M. Wynne Title: Vice President |
Acknowledged:
The RBB FUND, INC.
By: /s/ Edward J. Roach ----------------------------- Name: Edward J. Roach Title: President & Treasurer |
Exhibit 11(a)
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the reference to our Firm under the caption "Counsel" in the Prospectus and the caption "Miscellaneous-Counsel" in the Statement of Additional Information included in Post-Effective Amendment No. 45 to the Registration Statement (File No. 33-20827; and File No. 811-5518) on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940, as amended, of The RBB Fund, Inc. This consent does not constitute a consent under Section 7 of the Securities Act of 1933, and in consenting to the use of our name and the references to our Firm under such caption we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under said Section 7 or the rules and regulations of the Securities and Exchange Commission thereunder.
/s/ Drinker Biddle & Reath LLP ------------------------------ DRINKER BIDDLE & REATH LLP Philadelphia, Pennsylvania May 9, 1997 |
Exhibit 11(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent in this Post-Effective Amendment No. 45 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 heading "Miscellaneous - Independent Accountants" in the Statement of Additional Information.
/s/COOPERS & LYBRAND L.L.P. - --------------------------- COOPERS & LYBRAND L.L.P. |
2400 Eleven Penn Center
Philadelphia, Pennsylvania
May 8, 1997
Exhibit 13(m)
PURCHASE AGREEMENT
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Boston Partners Asset Management, L.P. ("BPAM"), intending to be legally bound, hereby agree with each other as follows:
1. The Fund hereby offers BPAM and BPAM hereby purchases $1,000 worth of shares of each of Classes QQ, RR and SS Common Stock of the Fund (par value $.001 per share) (such shares hereinafter sometimes collectively known as "Shares") at a price per Share equivalent to the net asset value per share of the Shares of the Fund as determined on October 16, 1996.
The Fund hereby acknowledges receipt from BPAM of funds in the amount of $3,000 in full payment for the Shares.
2. BPAM represents and warrants to the Fund that the Shares are being acquired for investment purposes and not with a view to the distribution thereof.
3. This agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 16th day of October, 1996.
THE RBB FUND, INC.
By: /s/ Edward J. Roach ------------------------------- President |
BOSTON PARTNERS ASSET
MANAGEMENT, L.P.
BY: BOSTON PARTNERS, INC.,
THE GENERAL PARTNER
By: /s/ William Kelly ------------------------------- Treasurer |
Exhibit 15(mmm)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
THE RBB FUND, INC.
(Boston Partners Large Cap Value Fund Investor Class)
WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule 12b-1 under the Act with respect to shares of its Class RR Common Stock, par value $.001 per share (the "Class RR Shares") and the Board of Directors has determined that there is a reasonable likelihood that adoption of this Plan of Distribution will benefit the Fund and its stockholders; and
WHEREAS, the Fund intends to employ Counsellors Securities, Inc. (the "Distributor") as distributor of the Class RR Shares; and
WHEREAS, the Fund and the Distributor intend to enter into a separate Distribution Agreement with the Fund for Class RR Shares, pursuant to which the Fund will employ the Distributor as distributor for the continuous offering of Class RR Shares;
NOW, THEREFORE, the Fund hereby adopts, and the Distributor hereby agrees to the terms of, this Plan of Distribution (the "Plan") in accordance with Rule 12b-1 under the Act on the following terms and conditions:
1. The Fund shall pay to the Distributor, as the distributor of the Class RR Shares, compensation for distribution of its shares at an annual rate not to exceed .25% of the average daily net assets of the Class RR Shares. The amount of such compensation shall be agreed upon by the Board of Directors of the Fund and by the Distributor and shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Directors and the Distributor shall mutually agree.
2. The amount set forth in paragraph 1 of this Plan shall be paid for the Distributor's services as distributor of the Class RR Shares. Such amount may be spent by the Distributor on any activities or expenses primarily intended to result in the
sale of Class RR Shares, including, but not limited to: compensation to and expenses of employees of the Distributor who engage in or support distribution of the Class RR Shares, including overhead and telephone expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; and compensation to certain financial institutions ("Service Organizations") who sell Class RR Shares. The Distributor may negotiate with any such Service Organizations the services to be provided by the Service Organization to shareholders in connection with the sale of Class RR Shares ("Distribution Services"), and all or any portion of the compensation paid to the Distributor under paragraph 1 of this Plan may be reallocated by the Distributor to Service Organizations who sell Class RR Shares.
The compensation paid to Service Organizations with respect to Distribution Services will compensate Service Organizations to cover certain expenses primarily intended to result in the sale of Class RR Shares, including, but not limited to: (a) costs of payments made to employees that engage in the sale of Class RR Shares; (b) payments made to, and expenses of, persons who provide support services in connection with the sale of Class RR Shares, including, but not limited to, office space and equipment, telephone facilities, processing shareholder transactions and providing any other shareholder services not otherwise provided by the Fund's transfer agent; (c) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (d) costs of printing and distributing prospectuses, statements of additional information and reports relating to the Class RR Shares to prospective shareholders of the Class RR Shares; (e) costs involved in preparing, printing and distributing sales literature pertaining to the Class RR Shares; and (f) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Service Organization may, from time to time, deem advisable.
The compensation paid to Service Organizations with respect to Shareholder Services will compensate Service Organizations for personal service and/or the maintenance of shareholder accounts, including but not limited to (a) responding to inquiries of customers or clients of the Service Organization who beneficially own Class RR Shares ("Customers"), (b) providing information on Customer investments and (c) providing other shareholder liaison services.
The compensation paid to Service Organizations with respect to Administrative Services will compensate Service Organizations for administrative and accounting services to their
Customers, including, but not limited to: (a) aggregating and processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's distributor or transfer agent; (b) providing Customers with a service that invests the assets of their accounts in the Class RR Shares; (c) processing dividend payments from the Class RR Shares on behalf of Customers; (d) providing information periodically to Customers showing their positions in the Class RR Shares; (e) arranging for bank wires; (f) providing sub-accounting with respect to Class RR Shares beneficially owned by Customers or the information to the Fund necessary for sub-accounting; (g) forwarding shareholder communications from the Fund (for example, proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices related to the Class RR Shares) to Customers, if required by law; and (h) providing other similar services to the extent permitted under applicable statutes, rules and regulations.
3. This Plan shall not take effect until it has been approved by a vote of at least a majority (as defined in the Act) of the outstanding Class RR Shares.
4. In addition to the approval required by paragraph 3 above, this Plan shall not take effect until it has been approved, together with any related agreements, by votes of a majority of both (a) the Board of Directors of the Fund and (b) those directors of the Fund who are not "interested persons" of the Fund (as defined in the Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
5. This Plan shall continue in effect until August 16, 1997. Thereafter, this Plan shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
6. The Distributor shall provide to the Board of Directors of the Fund and the Board of Directors shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and allocated overhead expenses.
7. This Plan may be terminated at any time by vote of a majority of the Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class RR Shares.
8. This Plan may not be amended to increase materially the amount of compensation provided for in paragraph 1 hereof unless such amendment is approved in the manner provided for initial approval in paragraph 3 hereof, and no material amendment to the Plan of any kind, including an amendment which would increase materially the amount of compensation, shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.
9. While this Plan is in effect, the selection and nomination of Directors who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the then current Directors who are not interested persons (as defined in the Act) of the Fund.
10. The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.
Dated: October 16, 1996
Exhibit 15(nnn)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
THE RBB FUND, INC.
(Boston Partners Large Cap Value Fund Advisor Class)
WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule 12b-1 under the Act with respect to shares of its Class SS Common Stock, par value $.001 per share (the "Class SS Shares") and the Board of Directors has determined that there is a reasonable likelihood that adoption of this Plan of Distribution will benefit the Fund and its stockholders; and
WHEREAS, the Fund intends to employ Counsellors Securities Inc. (the "Distributor") as distributor of the Class SS Shares; and
WHEREAS, the Fund and the Distributor intend to enter into a separate Distribution Agreement with the Fund for Class SS Shares, pursuant to which the Fund will employ the Distributor as distributor for the continuous offering of Class SS Shares;
NOW, THEREFORE, the Fund hereby adopts, and the Distributor hereby agrees to the terms of, this Plan of Distribution (the "Plan") in accordance with Rule 12b-1 under the Act on the following terms and conditions:
1. The Fund shall pay to the Distributor, as the distributor of the Class SS Shares, compensation for distribution of its shares at an annual rate not to exceed .75% of the average daily net assets of the Class SS Shares. The amount of such compensation shall be agreed upon by the Board of Directors of the Fund and by the Distributor and shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Directors and the Distributor shall mutually agree.
2. The amount set forth in paragraph 1 of this Plan shall be paid for the Distributors services as distributor of the Class SS Shares. Such amount may be spent by the Distributor on any activities or expenses primarily intended to result in the
sale of Class SS Shares, including, but not limited to: compensation to and expenses of employees of the Distributor who engage in or support distribution of the Class SS Shares, including overhead and telephone expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; and compensation to certain financial institutions ("Service Organizations") who sell Class SS Shares. The Distributor may negotiate with any such Service organizations the services to be provided by the Service organization to shareholders in connection with the sale of Class SS Shares ("Distribution Services"), and all or any portion of the compensation paid to the Distributor under paragraph 1 of this Plan may be reallocated by the Distributor to Service Organizations who sell Class SS Shares.
The compensation paid to Service organizations with respect to Distribution services will compensate Service Organizations to cover certain expenses primarily intended to result in the sale of Class SS Shares, including, but not limited to: (a) costs of payments made to employees that engage in the sale of Class SS Shares; (b) payments made to, and expenses of, persons who provide support services in connection with the sale of Class SS Shares, including, but not limited to, office space and equipment, telephone facilities, processing shareholder transactions and providing any other shareholder services not otherwise provided by the Fund's transfer agent; (c) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (d) costs of printing and distributing prospectuses, statements of additional information and reports relating to the Class SS Shares to prospective shareholders of the Class SS Shares; (e) costs involved in preparing, printing and distributing sales literature pertaining to the Class SS Shares; and (f) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the service Organization may, from time to time, deem advisable.
The compensation paid to Service organizations with respect to Shareholder services will compensate Service Organizations for personal service and/or the maintenance of shareholder accounts, including but not limited to (a) responding to inquiries of customers or clients of the Service organization who beneficially own Class SS Shares ("Customers"), (b) providing information on Customer investments and (c) providing other shareholder liaison services.
The compensation paid to Service organizations with respect to Administrative Services will compensate Service Organizations for administrative and accounting services to their
Customers, including, but not limited to: (a) aggregating and processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's distributor or transfer agent; (b) providing Customers with a service that invests the assets of their accounts in the Class SS Shares; (c) processing dividend payments from the Class SS Shares on behalf of Customers; (d) providing information periodically to Customers showing their positions in the Class SS Shares; (e) arranging for bank wires; (f) providing sub-accounting with respect to Class SS Shares beneficially owned by Customers or the information to the Fund necessary for sub-accounting; (g) forwarding shareholder communications from the Fund (for example, proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices related to the Class SS Shares) to Customers, if required by law; and (h) providing other similar services to the extent permitted under applicable statutes, rules and regulations.
3. This Plan shall not take effect until it has been approved by a vote of at least a majority (as defined in the Act) of the outstanding Class SS Shares.
4. In addition to the approval required by paragraph 3 above, this Plan shall not take effect until it has been approved, together with any related agreements, by votes of a majority of both (a) the Board of Directors of the Fund and (b) those directors of the Fund who are not "interested persons" of the Fund (as defined in the Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
5. This Plan shall continue in effect until August 16, 1997. Thereafter, this Plan shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
6. The Distributor shall provide to the Board of Directors of the Fund and the Board of Directors shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and allocated overhead expenses.
7. This Plan may be terminated at any time by vote of a majority of the Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class SS Shares.
8. This Plan may not be amended to increase materially the amount of compensation provided for in paragraph 1 hereof unless such amendment is approved in the manner provided for initial approval in paragraph 3 hereof, and no material amendment to the Plan of any kind, including an amendment which would increase materially the amount of compensation, shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.
9. While this Plan is in effect, the selection and nomination of Directors who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the then current Directors who are not interested persons (as defined in the Act) of the Fund.
10. The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.
Dated: October 16, 1996
Exhibit 15(ooo)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
THE RBB FUND, INC.
(Boston Partners Mid Cap Value Fund Investor Class)
WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule 12b-1 under the Act with respect to shares of its Class TT Common Stock, par value $.001 per share (the "Class TT Shares") and the Board of Directors has determined that there is a reasonable likelihood that adoption of this Plan of Distribution will benefit the Fund and its stockholders; and
WHEREAS, the Fund intends to employ Counsellors Securities, Inc. (the "Distributor") as distributor of the Class TT Shares; and
WHEREAS, the Fund and the Distributor intend to enter into a separate Distribution Agreement with the Fund for Class TT Shares, pursuant to which the Fund will employ the Distributor as distributor for the continuous offering of Class TT Shares;
NOW, THEREFORE, the Fund hereby adopts, and the Distributor hereby agrees to the terms of, this Plan of Distribution (the "Plan") in accordance with Rule 12b-1 under the Act on the following terms and conditions:
1. The Fund shall pay to the Distributor, as the distributor of the Class TT Shares, compensation for distribution of its shares at an annual rate not to exceed .75% of the average daily net assets of the Class TT Shares. The amount of such compensation shall be agreed upon by the Board of Directors of the Fund and by the Distributor and shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Directors and the Distributor shall mutually agree.
2. The amount set forth in paragraph 1 of this Plan shall be paid for the Distributor's services as distributor of the Class TT Shares. Such amount may be spent by the Distributor on any activities or expenses primarily intended to result in the
sale of Class TT Shares, including, but not limited to: compensation to and expenses of employees of the Distributor who engage in or support distribution of the Class TT Shares, including overhead and telephone expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; and compensation to certain financial institutions ("Service Organizations") who sell Class TT Shares. The Distributor may negotiate with any such Service Organizations the services to be provided by the Service Organization to shareholders in connection with the sale of Class TT Shares ("Distribution Services"), and all or any portion of the compensation paid to the Distributor under paragraph 1 of this Plan may be reallocated by the Distributor to Service Organizations who sell Class TT Shares.
The compensation paid to Service Organizations with respect to Distribution Services will compensate Service Organizations to cover certain expenses primarily intended to result in the sale of Class TT Shares, including, but not limited to: (a) costs of payments made to employees that engage in the sale of Class TT Shares; (b) payments made to, and expenses of, persons who provide support services in connection with the sale of Class TT Shares, including, but not limited to, office space and equipment, telephone facilities, processing shareholder transactions and providing any other shareholder services not otherwise provided by the Fund's transfer agent; (c) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (d) costs of printing and distributing prospectuses, statements of additional information and reports relating to the Class TT Shares to prospective shareholders of the Class TT Shares; (e) costs involved in preparing, printing and distributing sales literature pertaining to the Class TT Shares; and (f) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Service Organization may, from time to time, deem advisable.
The compensation paid to Service Organizations with respect to Shareholder Services will compensate Service Organizations for personal service and/or the maintenance of shareholder accounts, including but not limited to (a) responding to inquiries of customers or clients of the Service Organization who beneficially own Class TT Shares ("Customers"), (b) providing information on Customer investments and (c) providing other shareholder liaison services.
The compensation paid to Service Organizations with respect to Administrative Services will compensate Service Organizations for administrative and accounting services to their
Customers, including, but not limited to: (a) aggregating and processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's distributor or transfer agent; (b) providing Customers with a service that invests the assets of their accounts in the Class TT Shares; (c) processing dividend payments from the Class TT Shares on behalf of Customers; (d) providing information periodically to Customers showing their positions in the Class TT Shares; (e) arranging for bank wires; (f) providing sub-accounting with respect to Class TT Shares beneficially owned by Customers or the information to the Fund necessary for sub-accounting; (g) forwarding shareholder communications from the Fund (for example, proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices related to the Class TT Shares) to Customers, if required by law; and (h) providing other similar services to the extent permitted under applicable statutes, rules and regulations.
3. This Plan shall not take effect until it has been approved by a vote of at least a majority (as defined in the Act) of the outstanding Class TT Shares.
4. In addition to the approval required by paragraph 3 above, this Plan shall not take effect until it has been approved, together with any related agreements, by votes of a majority of both (a) the Board of Directors of the Fund and (b) those directors of the Fund who are not "interested persons" of the Fund (as defined in the Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
5. This Plan shall continue in effect until August 16, 1997. Thereafter, this Plan shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
6. The Distributor shall provide to the Board of Directors of the Fund and the Board of Directors shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and allocated overhead expenses.
7. This Plan may be terminated at any time by vote of a majority of the Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class TT Shares.
8. This Plan may not be amended to increase materially the amount of compensation provided for in paragraph 1 hereof unless such amendment is approved in the manner provided for initial approval in paragraph 3 hereof, and no material amendment to the Plan of any kind, including an amendment which would increase materially the amount of compensation, shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.
9. While this Plan is in effect, the selection and nomination of Directors who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the then current Directors who are not interested persons (as defined in the Act) of the Fund.
10. The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.
Dated: April 23, 1997
Exhibit 15(ppp)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
THE RBB FUND, INC.
(Boston Partners Mid Cap Value Fund Institutional Class)
WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule 12b-1 under the Act with respect to shares of its Class UU Common Stock, par value $.001 per share (the "Class UU Shares") and the Board of Directors has determined that there is a reasonable likelihood that adoption of this Plan of Distribution will benefit the Fund and its stockholders; and
WHEREAS, the Fund intends to employ Counsellors Securities Inc. (the "Distributor") as distributor of the Class UU Shares; and
WHEREAS, the Fund and the Distributor intend to enter into a separate Distribution Agreement with the Fund for Class UU Shares, pursuant to which the Fund will employ the Distributor as distributor for the continuous offering of Class UU Shares;
NOW, THEREFORE, the Fund hereby adopts, and the Distributor hereby agrees to the terms of, this Plan of Distribution (the "Plan") in accordance with Rule 12b-1 under the Act on the following terms and conditions:
1. The Fund shall pay to the Distributor, as the distributor of the Class UU Shares, compensation for distribution of its shares at an annual rate not to exceed 0.15% of the average daily net assets of the Class UU Shares. The amount of such compensation shall be agreed upon by the Board of Directors of the Fund and by the Distributor and shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Directors and the Distributor shall mutually agree.
2. The amount set forth in paragraph 1 of this Plan shall be paid for the Distributor's services as distributor of the Class UU Shares. Such amount may be spent by the Distributor on any activities or expenses primarily intended to result in the sale of Class UU Shares, including, but not limited to: compensation to and expenses of employees of the Distributor who
engage in or support distribution of the Class UU Shares, including overhead and telephone expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; and compensation to certain financial institutions ("Service Organizations") who sell Class UU Shares. The Distributor may negotiate with any such Service Organizations the services to be provided by the Service Organization to shareholders in connection with the sale of Class UU Shares ("Distribution Services"), and all or any portion of the compensation paid to the Distributor under paragraph 1 of this Plan may be reallocated by the Distributor to Service Organizations who sell Class UU Shares.
The compensation paid to Service Organizations with respect to Distribution Services will compensate Service Organizations to cover certain expenses primarily intended to result in the sale of Class UU Shares, including, but not limited to: (a) costs of payments made to employees that engage in the sale of Class UU Shares; (b) payments made to, and expenses of, persons who provide support services in connection with the sale of Class UU Shares, including, but not limited to, office space and equipment, telephone facilities, processing shareholder transactions and providing any other shareholder services not otherwise provided by the Fund's transfer agent; (c) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (d) costs of printing and distributing prospectuses, statements of additional information and reports relating to the Class UU Shares to prospective shareholders of the Class UU Shares; (e) costs involved in preparing, printing and distributing sales literature pertaining to the Class UU Shares; and (f) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Service Organization may, from time to time, deem advisable.
The compensation paid to Service Organizations with respect to Shareholder Services will compensate Service Organizations for personal service and/or the maintenance of shareholder accounts, including but not limited to (a) responding to inquiries of customers or clients of the Service Organization who beneficially own Class UU Shares ("Customers"), (b) providing information on Customer investments and (c) providing other shareholder liaison services.
The compensation paid to Service Organizations with respect to Administrative Services will compensate Service Organizations for administrative and accounting services to their
Customers, including, but not limited to: (a) aggregating and processing purchase and redemption requests from Customers and placing net purchase and redemption orders with the Fund's distributor or transfer agent; (b) providing Customers with a service that invests the assets of their accounts in the Class UU Shares; (c) processing dividend payments from the Class UU Shares on behalf of Customers; (d) providing information periodically to Customers showing their positions in the Class UU Shares; (e) arranging for bank wires; (f) providing sub-accounting with respect to Class UU Shares beneficially owned by Customers or the information to the Fund necessary for sub-accounting; (g) forwarding shareholder communications from the Fund (for example, proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices related to the Class UU Shares to Customers, if required by law; and (h) providing other similar services to the extent permitted under applicable statutes, rules and regulations.
3. This Plan shall not take effect until it has been approved by a vote of at least a majority (as defined in the Act) of the outstanding Class UU Shares.
4. In addition to the approval required by paragraph 3 above, this Plan shall not take effect until it has been approved, together with any related agreements, by votes of a majority of both (a) the Board of Directors of the Fund and (b) those directors of the Fund who are not "interested persons" of the Fund (as defined in the Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
5. This Plan shall continue in effect until August 16, 1997. Thereafter, this Plan shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
6. The Distributor shall provide to the Board of Directors of the Fund and the Board of Directors shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and allocated overhead expenses.
7. This Plan may be terminated at any time by vote of a majority of the Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class UU Shares.
8. This Plan may not be amended to increase materially the amount of compensation provided for in paragraph 1 hereof unless such amendment is approved in the manner provided for initial approval in paragraph 3 hereof, and no material amendment to the Plan of any kind, including an amendment which would increase materially the amount of compensation, shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.
9. While this Plan is in effect, the selection and nomination of Directors who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the then current Directors who are not interested persons (as defined in the Act) of the Fund.
10. The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.
Dated: April 24, 1997
Exhibit 18
RULE 18f-3 PLAN
RULE 18f-3 PLAN
1. A Portfolio of the Fund ("Portfolio") may issue more than one class of voting stock ("Class"), provided that:
(a) Each such Class:
(1) (i) Shall have a different arrangement for shareholder services or the distribution of securities or both, and shall pay all of the expenses of that arrangement; and
(ii) May pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Portfolio's assets, if those expenses are actually incurred in a different amount by that Class, or if the Class receives services of a different kind or to a different degree than other Classes;
(2) Shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement;
(3) Shall have separate voting rights on any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class; and
(4) Shall have in all other respects the same rights and obligations as each other class.
(b) Expenses may be waived or reimbursed by the Portfolio's adviser, underwriter, or any other provider of services to the Portfolio.
(c) (1) Any payments made under paragraph (a)(1)(i) of this Plan shall conform to Appendix A to this Plan, as such Appendix A shall be amended from time to time by the Board.
(2) Before any vote on the Plan or the Appendix, the Directors shall be provided, and any agreement relating to a Class arrangement shall require the parties thereto to furnish, such information as may be reasonably necessary to evaluate the Plan.
(3) The provisions of the Plan in Appendix A are severable for each Class, and whenever any action is to be taken with respect to the Plan in Appendix A, that action will be taken separately for each Class.
(d) A Portfolio may offer a Class with an exchange privilege providing that securities of the Class may be exchanged for certain securities of another Portfolio. Such exchange privileges are summarized in Appendix B, as may be modified by the Board from time to time, and are set forth in greater detail in the prospectuses of each of the Classes.
APPENDIX A RBB FUND CURRENT DISTRIBUTION FEE LEVELS OCTOBER 16, 1996 - ------------------------------------------------------- A. MONEY MARKET PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. Sansom Street (Class I) fee 0.05% 4/10/91 Shareholder Service Fee 0.10% 8/16/88 2. Bedford (Class L) fee 0.60% 11/17/94 3. Cash Preservation (Class G) fee 0.40% 4/10/91 4. RBB Family (Class E) fee 0.40% 4/10/91 5. Janney (Class Alpha 1) fee 0.60% 2/l/95 B. MUNICIPAL MONEY MARKET PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. Sansom Street (Class J) fee 0.05% 4/10/91 Shareholder Service Fee 0.10% 8/16/88 2. Bedford (Class M) fee 0.60% 11/17/94 3. Bradford (Class R) fee 0.60% 11/17/94 4. Cash Preservation (Class H) fee 0.40% 4/10/91 5. RBB Family (Class F) fee 0.40% 4/10/91 6. Janney (Class Alpha 2) fee 0.60% 2/l/95 -3- |
C. GOVERNMENT OBLIGATION MONEY MARKET PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. Sansom Street (Class K) fee 0.05% 4/10/91 Shareholder Service Fee 0.10% 8/16/88 2. Bedford (Class N) fee 0.60% 11/17/94 3. Bradford (Class S) fee 0.60% 11/17/94 4. Janney (Class Alpha 3) fee 0.60% 2/l/95 D. GOVERNMENT SECURITIES PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. RBB Family (Class P) fee 0.40% 4/10/91 E. NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. Bedford (Class O) fee 0.60% 11/17/94 2. Janney (Class Alpha 4) fee 0.60% 2/l/95 F. BEA INTERNATIONAL EQUITY PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional(Class T) None None 2. BEA Investor (Class II) fee .50% 7/10/96 3. BEA Advisor (Class MM) fee .25% 7/10/96 G. BEA EMERGING MARKETS PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional(Class V) None None 2. BEA Investor (Class JJ) fee .50% 7/10/96 3. Bea Advisor (Class NN) fee .25% 7/10/96 -4- |
H. BEA STRATEGIC FIXED INCOME PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional(Class U) None None 2. BEA Investor (Class KK) fee .50% 7/10/96 3. BEA Advisor (Class OO) fee .25% 7/10/96 I. BEA U.S. CORE EQUITY PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional (Class X) None None J. BEA U.S. CORE FIXED INCOME PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional (Class Y) None None K. BEA GLOBAL FIXED INCOME PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional (Class Z) None None L. BEA MUNICIPAL BOND FUND Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional (Class AA) None None M. BEA SHORT DURATION PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional (Class BB) None None -5- |
N. BEA BALANCED PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Institutional (Class CC) None None O. BEA GLOBAL TELECOMMUNICATIONS PORTFOLIO Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. BEA Investor (Class LL) fee .50% 7/10/96 2. BEA Advisor (Class PP) fee .25% 7/10/96 P. BOSTON PARTNERS LARGE CAP VALUE FUND Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. Institutional Class (Class QQ) fee 0.04% 10/16/96 2. Advisor Class (Class SS) fee 0.50% 10/16/96 3. Investor Class (Class RR) fee 0.25% 10/16/96 Q. BOSTON PARTNERS MID CAP VALUE FUND Current Distribution Class Fee Level Effective Date ----- -------------------- -------------- 1. Institutional Class (Class TT) fee 0.04% 6/1/97 2. Investor Class (Class UU) fee 0.25% 6/1/97 |
APPENDIX B EXCHANGE PRIVILEGES OF THE PORTFOLIOS OF THE RBB FUND, INC. - ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- FAMILY EACH PORTFOLIO (CLASS)... MAY BE EXCHANGED FOR ANY OF - ---------------------------------------------------------------------------------------------------------------------------- BEA (Institutional Classes) International Equity (T) International Equity (T) Strategic Fixed Income (U) Strategic Fixed Income (U) Emerging Markets Equity (V) Emerging Markets Equity (V) U.S. Core Equity (X) U.S. Core Equity (X) U.S. Core Fixed Income (Y) U.S. Core Fixed Income (Y) Global Fixed Income (Z) Global Fixed Income (Z) Municipal Bond Fund (AA) Municipal Bond Fund (AA) Balanced Fund (BB) Balanced Fund (BB) Short Duration Fund (CC) Short Duration Fund (CC) - ---------------------------------------------------------------------------------------------------------------------------- BEA (Investor Classes) International Equity (II) International Equity (II) Emerging Markets Equity (JJ) Emerging Markets Equity (JJ) High Yield (KK) High Yield (KK) Global Telecommunications (LL) Global Telecommunications (LL) Investor Shares of other non-RBB funds Investor Shares of other non-RBB funds advised by BEA Associates Advised by BEA Associates - ---------------------------------------------------------------------------------------------------------------------------- BEA (Advisor Classes) International Equity (MM) International Equity (MM) Emerging Markets Equity (NN) Emerging Markets Equity (NN) High Yield (OO) High Yield (OO) Global Telecommunications (PP) Global Telecommunications (PP) Advisor Shares of other non-RBB funds Advisor Shares of other non-RBB funds advised by BEA Associates advised by BEA Associates - ---------------------------------------------------------------------------------------------------------------------------- Cash Preservation Money Market (G) Money Market (G) Municipal Money Market (H) Municipal Money Market (H) - ---------------------------------------------------------------------------------------------------------------------------- RBB Money Market (E) Money Market (E) Municipal Money Market (F) Municipal Money Market (F) Government Securities (P) Government Securities (P) - ---------------------------------------------------------------------------------------------------------------------------- Bedford (Bear Stearns) Money Market (L) Common Shares of other non-RBB funds advised or sponsored by Bear, Stearns & Co. Inc. - ---------------------------------------------------------------------------------------------------------------------------- Bedford (Valley Forge) Money Market (L) Common Shares of other non-RBB funds advised or sponsored by Valley Forge Capital Holdings, Inc. - ---------------------------------------------------------------------------------------------------------------------------- ni Micro Cap (FF) Micro Cap (FF) Growth (GG) Growth (GG) Growth & Value (HH) Growth & Value (HH) |
- ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- FAMILY EACH PORTFOLIO (CLASS)... MAY BE EXCHANGED FOR ANY OF - ---------------------------------------------------------------------------------------------------------------------------- Boston Partners Institutional Classes Mid Cap Value (TT) Mid Cap Value (TT) Large Cap Value (QQ) Large Cap Value (QQ) - ---------------------------------------------------------------------------------------------------------------------------- Boston Partners Mid Cap Value (UU) Mid Cap Value (UU) (Investor Classes) Large Cap Value (RR) Large Cap Value (RR) - ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- |
ARTICLE 6 |
CIK: 0000831114 |
NAME: THE RBB FUND, INC. |
SERIES: |
NUMBER: 22 |
NAME: BEA GLOBAL TELECOMMUNICATIONS |
PERIOD TYPE | 6 MOS |
FISCAL YEAR END | AUG 31 1997 |
PERIOD END | FEB 28 1997 |
INVESTMENTS AT COST | 467707 |
INVESTMENTS AT VALUE | 492291 |
RECEIVABLES | 34 |
ASSETS OTHER | 85 |
OTHER ITEMS ASSETS | 0 |
TOTAL ASSETS | 492410 |
PAYABLE FOR SECURITIES | 0 |
SENIOR LONG TERM DEBT | 0 |
OTHER ITEMS LIABILITIES | 917 |
TOTAL LIABILITIES | 917 |
SENIOR EQUITY | 0 |
PAID IN CAPITAL COMMON | 463251 |
SHARES COMMON STOCK | 30374 |
SHARES COMMON PRIOR | 0 |
ACCUMULATED NII CURRENT | (126) |
OVERDISTRIBUTION NII | 0 |
ACCUMULATED NET GAINS | 3784 |
OVERDISTRIBUTION GAINS | 0 |
ACCUM APPREC OR DEPREC | 24584 |
NET ASSETS | 491493 |
DIVIDEND INCOME | 164 |
INTEREST INCOME | 1131 |
OTHER INCOME | 0 |
EXPENSES NET | 1636 |
NET INVESTMENT INCOME | (341) |
REALIZED GAINS CURRENT | 3999 |
APPREC INCREASE CURRENT | 24584 |
NET CHANGE FROM OPS | 28242 |
EQUALIZATION | 0 |
DISTRIBUTIONS OF INCOME | 0 |
DISTRIBUTIONS OF GAINS | 0 |
DISTRIBUTIONS OTHER | 0 |
NUMBER OF SHARES SOLD | 473251 |
NUMBER OF SHARES REDEEMED | 10000 |
SHARES REINVESTED | 0 |
NET CHANGE IN ASSETS | 491493 |
ACCUMULATED NII PRIOR | 0 |
ACCUMULATED GAINS PRIOR | 0 |
OVERDISTRIB NII PRIOR | 0 |
OVERDIST NET GAINS PRIOR | 0 |
GROSS ADVISORY FEES | 991 |
INTEREST EXPENSE | 0 |
GROSS EXPENSE | 2801 |
AVERAGE NET ASSETS | 425683 |
PER SHARE NAV BEGIN | 15.00 |
PER SHARE NII | (.01) |
PER SHARE GAIN APPREC | 1.19 |
PER SHARE DIVIDEND | 0 |
PER SHARE DISTRIBUTIONS | 0 |
RETURNS OF CAPITAL | 0 |
PER SHARE NAV END | 16.18 |
EXPENSE RATIO | 1.65 |
AVG DEBT OUTSTANDING | 0 |
AVG DEBT PER SHARE | 0 |
ARTICLE 6 |
CIK: 0000831114 |
NAME: THE RBB FUND, INC. |
SERIES: |
NUMBER: 112 |
NAME: BEA INTERNATIONAL EQUITY PORTFOLIO ADVISOR CLASS |
PERIOD TYPE | 6 MOS |
FISCAL YEAR END | AUG 31 1997 |
PERIOD END | FEB 28 1997 |
INVESTMENTS AT COST | 596200042 |
INVESTMENTS AT VALUE | 696997947 |
RECEIVABLES | 21587704 |
ASSETS OTHER | 45180 |
OTHER ITEMS ASSETS | 0 |
TOTAL ASSETS | 718630831 |
PAYABLE FOR SECURITIES | 10470332 |
SENIOR LONG TERM DEBT | 0 |
OTHER ITEMS LIABILITIES | 1459361 |
TOTAL LIABILITIES | 11929693 |
SENIOR EQUITY | 0 |
PAID IN CAPITAL COMMON | 634132095 |
SHARES COMMON STOCK | 34060583 |
SHARES COMMON PRIOR | 35142215 |
ACCUMULATED NII CURRENT | (5287477) |
OVERDISTRIBUTION NII | 0 |
ACCUMULATED NET GAINS | (22813885) |
OVERDISTRIBUTION GAINS | 0 |
ACCUM APPREC OR DEPREC | 100670405 |
NET ASSETS | 706701138 |
DIVIDEND INCOME | 3795734 |
INTEREST INCOME | 469872 |
OTHER INCOME | 0 |
EXPENSES NET | 3986363 |
NET INVESTMENT INCOME | 279243 |
REALIZED GAINS CURRENT | 401783 |
APPREC INCREASE CURRENT | 54014180 |
NET CHANGE FROM OPS | 54695206 |
EQUALIZATION | 0 |
DISTRIBUTIONS OF INCOME | 8629611 |
DISTRIBUTIONS OF GAINS | 0 |
DISTRIBUTIONS OTHER | 0 |
NUMBER OF SHARES SOLD | 24815581 |
NUMBER OF SHARES REDEEMED | 54664266 |
SHARES REINVESTED | 8213427 |
NET CHANGE IN ASSETS | 24430337 |
ACCUMULATED NII PRIOR | 4139511 |
ACCUMULATED GAINS PRIOR | (24260422) |
OVERDISTRIB NII PRIOR | 0 |
OVERDIST NET GAINS PRIOR | 0 |
GROSS ADVISORY FEES | 2758183 |
INTEREST EXPENSE | 0 |
GROSS EXPENSE | 4283584 |
AVERAGE NET ASSETS | 4168 |
PER SHARE NAV BEGIN | 19.67 |
PER SHARE NII | .08 |
PER SHARE GAIN APPREC | 1.24 |
PER SHARE DIVIDEND | .26 |
PER SHARE DISTRIBUTIONS | 0 |
RETURNS OF CAPITAL | 0 |
PER SHARE NAV END | 20.73 |
EXPENSE RATIO | 1.41 |
AVG DEBT OUTSTANDING | 0 |
AVG DEBT PER SHARE | 0 |
ARTICLE 6 |
CIK: 0000831114 |
NAME: THE RBB FUND, INC. |
SERIES: |
NUMBER: 122 |
NAME: BEA EMERGING MARKETS EQUITY PORTFOLIO ADVISOR CLASS |
PERIOD TYPE | 6 MOS |
FISCAL YEAR END | AUG 31 1997 |
PERIOD END | FEB 28 1997 |
INVESTMENTS AT COST | 85771116 |
INVESTMENTS AT VALUE | 99791721 |
RECEIVABLES | 1801270 |
ASSETS OTHER | 588932 |
OTHER ITEMS ASSETS | 0 |
TOTAL ASSETS | 102181923 |
PAYABLE FOR SECURITIES | 1795329 |
SENIOR LONG TERM DEBT | 0 |
OTHER ITEMS LIABILITIES | 293188 |
TOTAL LIABILITIES | 2088517 |
SENIOR EQUITY | 0 |
PAID IN CAPITAL COMMON | 102917306 |
SHARES COMMON STOCK | 4855651 |
SHARES COMMON PRIOR | 6300570 |
ACCUMULATED NII CURRENT | (756157) |
OVERDISTRIBUTION NII | 0 |
ACCUMULATED NET GAINS | (16057135) |
OVERDISTRIBUTION GAINS | 0 |
ACCUM APPREC OR DEPREC | 13989392 |
NET ASSETS | 100093406 |
DIVIDEND INCOME | 697190 |
INTEREST INCOME | 72770 |
OTHER INCOME | 0 |
EXPENSES NET | 801282 |
NET INVESTMENT INCOME | (31322) |
REALIZED GAINS CURRENT | 6475781 |
APPREC INCREASE CURRENT | 6068677 |
NET CHANGE FROM OPS | 12513136 |
EQUALIZATION | 0 |
DISTRIBUTIONS OF INCOME | 348772 |
DISTRIBUTIONS OF GAINS | 0 |
DISTRIBUTIONS OTHER | 0 |
NUMBER OF SHARES SOLD | 3395569 |
NUMBER OF SHARES REDEEMED | 30374499 |
SHARES REINVESTED | 216763 |
NET CHANGE IN ASSETS | (14597803) |
ACCUMULATED NII PRIOR | (152984) |
ACCUMULATED GAINS PRIOR | (22726257) |
OVERDISTRIB NII PRIOR | 0 |
OVERDIST NET GAINS PRIOR | 0 |
GROSS ADVISORY FEES | 539110 |
INTEREST EXPENSE | 0 |
GROSS EXPENSE | 865988 |
AVERAGE NET ASSETS | 4253 |
PER SHARE NAV BEGIN | 18.08 |
PER SHARE NII | (.03) |
PER SHARE GAIN APPREC | 2.61 |
PER SHARE DIVIDEND | .06 |
PER SHARE DISTRIBUTIONS | 0 |
RETURNS OF CAPITAL | 0 |
PER SHARE NAV END | 20.60 |
EXPENSE RATIO | 1.74 |
AVG DEBT OUTSTANDING | 0 |
AVG DEBT PER SHARE | 0 |
ARTICLE 6 |
CIK: 0000831114 |
NAME: THE RBB FUND, INC. |
SERIES: |
NUMBER: 132 |
NAME: BEA HIGH YIELD PORTFOLIO ADVISOR CLASS |
PERIOD TYPE | 6 MOS |
FISCAL YEAR END | AUG 31 1997 |
PERIOD END | FEB 28 1997 |
INVESTMENTS AT COST | 92334125 |
INVESTMENTS AT VALUE | 95921579 |
RECEIVABLES | 1704620 |
ASSETS OTHER | (2023819) |
OTHER ITEMS ASSETS | 0 |
TOTAL ASSETS | 95602380 |
PAYABLE FOR SECURITIES | 0 |
SENIOR LONG TERM DEBT | 0 |
OTHER ITEMS LIABILITIES | 128598 |
TOTAL LIABILITIES | 128598 |
SENIOR EQUITY | 0 |
PAID IN CAPITAL COMMON | 107664630 |
SHARES COMMON STOCK | 5716045 |
SHARES COMMON PRIOR | 4713739 |
ACCUMULATED NII CURRENT | 1392873 |
OVERDISTRIBUTION NII | 0 |
ACCUMULATED NET GAINS | (17171175) |
OVERDISTRIBUTION GAINS | 0 |
ACCUM APPREC OR DEPREC | 3587454 |
NET ASSETS | 95473782 |
DIVIDEND INCOME | 32930 |
INTEREST INCOME | 4068373 |
OTHER INCOME | 0 |
EXPENSES NET | 297498 |
NET INVESTMENT INCOME | 3803805 |
REALIZED GAINS CURRENT | (943225) |
APPREC INCREASE CURRENT | 4322261 |
NET CHANGE FROM OPS | 7182841 |
EQUALIZATION | 0 |
DISTRIBUTIONS OF INCOME | 3743555 |
DISTRIBUTIONS OF GAINS | 0 |
DISTRIBUTIONS OTHER | 0 |
NUMBER OF SHARES SOLD | 21711782 |
NUMBER OF SHARES REDEEMED | 9140145 |
SHARES REINVESTED | 3614331 |
NET CHANGE IN ASSETS | 19625224 |
ACCUMULATED NII PRIOR | 1332623 |
ACCUMULATED GAINS PRIOR | (16227920) |
OVERDISTRIB NII PRIOR | 0 |
OVERDIST NET GAINS PRIOR | 0 |
GROSS ADVISORY FEES | 297460 |
INTEREST EXPENSE | 0 |
GROSS EXPENSE | 470276 |
AVERAGE NET ASSETS | 47722 |
PER SHARE NAV BEGIN | 16.21 |
PER SHARE NII | .28 |
PER SHARE GAIN APPREC | .56 |
PER SHARE DIVIDEND | .36 |
PER SHARE DISTRIBUTIONS | 0 |
RETURNS OF CAPITAL | 0 |
PER SHARE NAV END | 16.69 |
EXPENSE RATIO | .95 |
AVG DEBT OUTSTANDING | 0 |
AVG DEBT PER SHARE | 0 |