As filed with the Securities and Exchange
Commission on May 15, 2002
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. 77 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 79 |X|
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THE RBB FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
Registrant's Telephone Number: (302) 792-2555
Copies to:
TIMOTHY K. BIEDRZYCKI MICHAEL P. MALLOY, ESQUIRE
PFPC, Inc. Drinker Biddle & Reath LLP
400 Bellevue Parkway One Logan Square
Wilmington, DE 19809 18th & Cherry Streets
(Name and Address of Agent for Service) Philadelphia, PA 19103-6996
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It is proposed that this filing will become effective (check appropriate
box)
| | immediately upon filing pursuant to paragraph (b) | | on ________________ pursuant to paragraph (b)
| | 60 days after filing pursuant to paragraph (a)(1) | | on (date) pursuant to paragraph (a)(1) |X| 75 days after filing pursuant to paragraph (a)(2) |
| | on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
|| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered..................Shares of Common Stock
[GRAPHIC OMITTED]
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED MAY 15, 2002
Information contained herein pertaining to the Boston Partners All-Cap Value Fund of The RBB Fund, Inc. is subject to completion or amendment. A post-effective amendment to The RBB Fund, Inc. registration statement relating to shares of the Boston Partners All-Cap Value Fund has been filed with the Securities and Exchange Commission. Shares of the Boston Partners All-Cap Value Fund may not be sold nor may offers to buy shares of such Fund be accepted prior to the time the post-effective amendment to the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of shares of the Boston Partners All-Cap Value Fund in any State in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such State.
BOSTON PARTNERS ALL-CAP VALUE FUND
INSTITUTIONAL CLASS
The securities described in this prospectus have been registered with the Securities and Exchange Commission (the "SEC"). The SEC, however, has not judged these securities for their investment merit and has not determined the accuracy or adequacy of this prospectus. Anyone who tells you otherwise is committing a criminal offense.
PROSPECTUS
June __, 2002
BP (LOGO)
[GRAPHIC OMITTED]
ONE PHILOSOPHY o ONE CULTURE o ONE FOCUS
================================ INTRODUCTION TO THE RISK/RETURN SUMMARY ...3
DESCRIPTION OF THE FUND
A LOOK AT THE GOALS, STRATEGIES, Boston Partners All-Cap Value Fund ...4
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RISKS AND EXPENSES OF THE FUND.
MANAGEMENT
DETAILS ABOUT THE SERVICE Investment Adviser ...................7
PROVIDERS.
Service Provider Chart ...............8
SHAREHOLDER INFORMATION
POLICIES AND INSTRUCTIONS FOR Pricing of Fund Shares ...............9
OPENING, MAINTAINING AND
CLOSING AN ACCOUNT IN THE Purchase of Fund Shares ..............9
FUND.
Redemption of Fund Shares ...........11
Exchange Privilege ..................12
Dividends and Distributions .........13
Taxes ...............................13
Multi-Class Structure ...............14
================================
APPENDIX A ...............................15
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FOR MORE INFORMATION .............Back Cover
INTRODUCTION TO THE RISK/RETURN SUMMARY
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This Prospectus has been written to provide you with the information you
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need to make an informed decision about whether to invest in the Institutional Class of the Boston Partners Family of Funds of The RBB Fund, Inc. (the "Company").
The mutual fund of the Company offered by this Prospectus represent interests in the Boston Partners All-Cap Value Fund (the "Fund"). This Prospectus and the Statement of Additional Information incorporated herein relate solely to the Fund.
This Prospectus has been organized so that the Fund has its own short section with important facts. Once you read the short section about the Fund, read the "Purchase of Fund Shares" and "Redemption of Fund Shares" sections.
EQUITY SECURITY: A security, such as a stock, representing ownership of a company. Bonds, in comparison, are referred to as fixed-income or debt securities because they represent indebtedness to the bondholder, not ownership.
MARKET CAPITALIZATION: Market capitalization refers to the market value of a company and is calculated by multiplying the number of shares outstanding by the current price per share.
VALUE CHARACTERISTICS: Stocks are generally divided into the categories of "growth" or "value." Value stocks appear to the Adviser to be undervalued by the market as measured by certain financial formulas. Growth
stocks appear to the Adviser to have earnings growth potential that is greater than the market in general, and whose |
growth in revenue is expected to continue for an extended period of time.
EARNINGS GROWTH: The increased rate of growth in a company's earnings per share from period to period. Security analysts attempt to identify companies with earnings growth potential because a pattern of earnings growth generally causes share prices to increase.
INVESTMENT GOALS
The Fund seeks to provide long-term growth of capital primarily through investment in equity securities. Current income is a secondary objective.
PRIMARY INVESTMENT STRATEGIES
The Fund pursues its goals by investing, under normal circumstances, at least 80% of net assets (including borrowings for investment purposes) in a diversified portfolio consisting primarily of equity securities, such as common stocks of issuers across the capitalization spectrum and identified by Boston Partners Asset Management L.P. (the "Adviser") as having value characteristics. The Fund will notify shareholders 60 days in advance of any change to this policy.
The Adviser examines various factors in determining the value characteristics of such issuers including price to book value ratios and price to earnings ratios. These value characteristics are examined in the context of the issuer's operating and financial fundamentals such as return on equity and earnings growth and cash flow. The Adviser selects securities for the Fund based on a continuous study of trends in industries and companies, earnings power and growth and other investment criteria.
The Fund may also invest up to 20% of its total assets in non-U.S. dollar denominated securities.
In general, the Fund's investments are broadly diversified over a number of industries and, as a matter of policy, the Fund is limited to investing a maximum of 25% of its total assets in any one industry.
While the Adviser intends to fully invest the Fund's assets at all times in accordance with the above-mentioned policies, the Fund reserves the right to hold up to 100% of its assets, as a temporary defensive measure, in cash and eligible U.S. dollar-denominated money market instruments. The Adviser will determine when market conditions warrant temporary defensive measures.
KEY RISKS
o At least 80% of the Fund's total assets will be invested in a diversified portfolio of equity securities, and the net asset value ("NAV") of the Fund will change with changes in the market value of its portfolio positions.
o Investors may lose money.
o Although the Fund will invest in stocks the Adviser believes to be undervalued, there is no guarantee that the prices of these stocks will not move even lower.
o The Fund may invest up to 10% of its net assets in securities that can be converted into common stock, such as certain debt securities and preferred stock. These securities are subject to the usual risks associated with fixed income investments, such as interest rate risk and credit risk. In addition, because they react to changes in the value of the equity securities into which they will convert, convertible securities are also subject to the risks associated with equity securities.
o The Fund may, for temporary defensive purposes, invest a percentage of its total assets, without limitation, in cash or various U.S. dollar-denominated money market instruments. The value of money market instruments tends to fall when current interest rates rise. Money market instruments are generally less sensitive to interest rate changes than longer-term securities. When the Fund's assets are invested in these instruments, the Fund may not be achieving its investment objective.
o International investing is subject to special risks, including, but not limited to, currency exchange rate volatility, political, social or economic instability, and differences in taxation, auditing and other financial practices.
o The Fund may hedge overall portfolio exposure up to 40% of its net assets through the purchase and sale of index and individual put and call options. An option is a type of derivative instrument that gives the holder the right (but not the obligation) to buy (a "call") or sell (a "put") an asset in the near future at an agreed upon price prior to the expiration date of the option. The Fund may "cover" a call option by owning the security underlying the option or through other means. The value of options can be highly volatile, and their use can result in loss if the Adviser is incorrect in its expectation of price fluctuations.
o The Fund may experience relatively large purchases or redemptions due to asset allocation decisions made by the Adviser for clients receiving asset allocation account management services involving investments in the Fund. These transactions may have a material effect on the Fund, since redemptions caused by reallocations may result in the Fund selling portfolio securities it might not otherwise sell, resulting in a higher portfolio turnover rate, and purchases caused by reallocations may result in the Fund receiving additional cash that will remain uninvested until additional securities can be purchased. The Adviser will attempt to minimize the effects of these transactions at all times.
o If the Fund frequently trades its portfolio securities, the Fund will incur higher brokerage commissions and transaction costs, which could lower the Fund's performance. In addition to lower performance, high portfolio turnover could result in taxable capital gains. The annual portfolio turnover rate for the Fund is not expected to exceed 125%, however, it may be higher if the Adviser believes it will improve the Fund's performance.
PRIOR PERFORMANCE
THE BAR CHART AND PERFORMANCE TABLE HAVE BEEN OMITTED BECAUSE THE FUND HAS
BEEN IN OPERATION FOR LESS THAN ONE CALENDAR YEAR.
EXPENSES AND FEES
Fund investors pay various expenses, either directly or indirectly. The purpose of the following table and example is to describe the fees and expenses that you may pay if you buy and hold shares of the Institutional Class of the Fund.
from Fund assets)
Management fees ........................................... 1.00%
Distribution (12b-1) fees ................................. None
Other expenses(1) ......................................... 0.27%
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Total annual Fund operating expenses .................. 1.27%
Fee waivers(2) ............................................ (0.02)%
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Net expenses .............................................. 1.25%
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(1) "Other expenses" include audit, administration, custody, legal, registration, transfer agency and miscellaneous other charges for the Institutional Class.
(2) The Adviser has agreed that until further notice, but in no event terminating before December 31, 2004, it will waive advisory fees and reimburse expenses to the extent that total annual Fund operating expenses exceed 1.25%.
EXAMPLE
The example is intended to help you compare the cost of investing in the Institutional Class of the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Institutional Class of the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the operating expenses of the Institutional Class of the Fund remain the same. Although your actual costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS -------- --------- --------- ---------- $127 $396 $691 $1,528 |
INVESTMENT ADVISER
Boston Partners Asset Management, L.P. (the "Adviser"), located at 28 State Street, 21st Floor, Boston, Massachusetts 02109, provides investment advisory services to the Fund. The Adviser provides investment management and investment advisory services to investment companies and other institutional accounts. As of December 31, 2001, the Adviser managed approximately $10.2 billion in assets. The Adviser is organized as a Delaware limited partnership whose sole general partner is Boston Partners, Inc., a Delaware corporation. The Adviser manages each Fund's business and investment activities subject to the authority of the Company's Board of Directors.
PORTFOLIO MANAGERS
The investment results for the different strategies at the Adviser are not solely dependent on any one individual. There is a common philosophy and approach that is the backdrop for all of our investment strategies. This philosophy is then executed through a very disciplined investment process managed by the designated portfolio manager for each of the strategies. This manager will be supported, not only by a secondary manager, but by the Adviser's general research staff and, very often, by dedicated analysts to the particular strategy.
BOSTON PARTNERS ALL-CAP VALUE FUND
Harry Rosenbluth is the primary portfolio manager for the Fund and Steven L. Pollack is the secondary manager. Mr. Rosenbluth and Mr. Pollack are both senior portfolio managers of the Adviser. Mr. Rosenbluth is a member of the Adviser's Equity Strategy Committee and oversees the investment activities of the Adviser's $2.3 billion premium equity product, an all-cap institutional product. Prior to joining the Adviser, Mr. Rosenbluth spent 14 years with The Boston Company Asset Management, Inc. as Senior Vice President and a portfolio manager. Mr. Rosenbluth was also a member of the Equity Policy Group of The Boston Company Asset Management,Inc. Before that, Mr. Rosenbluth was a consultant for Arthur Andersen & Co. Mr. Rosenbluth has a total of 20 years of investment experience and is a CFA. Mr. Pollack is also a member of the Adviser's Equity Strategy Committee. He oversees the investment activities of the Adviser's $1.5 billion Mid Cap and Mid Cap II products. Prior to joining the Adviser, Mr. Pollack was employed by Hughes Investment Management Co. where he was a portfolio manager responsible for managing a portion of the pension plan and overseeing outside investment managers. Mr. Pollack has over 17 years of investment experience and is a CFA.
OTHER SERVICE PROVIDERS
The following chart shows the Fund's other service providers and includes their addresses and principal activities.
PFPC DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PA 19406
TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809
INVESTMENT ADVISER
BOSTON PARTNERS ASSET
MANAGEMENT, L.P.
28 STATE STREET, 21ST FLOOR
BOSTON, MA 02109
PFPC TRUST COMPANY
8800 TINICUM BOULEVARD
SUITE 200
PHILADELPHIA, PA 19153
PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809
BOARD OF DIRECTORS
(THIS PAGE INTENTIONALLY LEFT BLANK.)
BP (LOGO)
BOSTON PARTNERS FAMILY OF FUNDS BOSTON PARTNERS ASSET MANAGEMENT, L.P.
(INSTITUTIONAL CLASS) --------------------------------------
[GRAPHIC OMITTED]
ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application, please
call 1-888-261-4073.
------------------ (Please check the appropriate box(es) below.)
1 [ ] Individual [ ] Joint Tenant [ ] Other
Account
Registration: --------------------------------------------------------------------------------------------------------------
------------------ NAME SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER
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NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts, the account registrants will be joint tenants with right of survivorship and not tenants
in common unless tenants in common or community property registrations are requested.
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GIFT TO MINOR: [ ] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
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NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
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NAME OF MINOR (ONLY ONE PERMITTED)
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MINOR'S SOCIAL SECURITY NUMBER MINOR'S DATE OF BIRTH
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CORPORATION,
PARTNERSHIP, TRUST
OR OTHER ENTITY: --------------------------------------------------------------------------------------------------------------
------------------ NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)
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TAXPAYER IDENTIFICATION NUMBER DATE OF TRUST
------------------ --------------------------------------------------------------------------------------------------------------
2 STREET OR P.O. BOX AND/OR APARTMENT NUMBER
Mailing
Address: --------------------------------------------------------------------------------------------------------------
------------------ CITY STATE ZIP CODE
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DAY PHONE NUMBER EVENING PHONE NUMBER
Minimum initial investment of $100,000 per fund. Total amount of investments $___________
------------------
3 Make check payable to Boston Partners Family of Funds.
Investment
Information: Shareholders may not purchase shares of any fund with a check issued by a third party and endorsed over to the
------------------ fund.
Boston Partners All-Cap Value Fund (__) $__________
DIVIDENDS: Pay by check [ ] Reinvest [ ] CAPITAL GAINS: Pay by check [ ] Reinvest [ ]
------------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid by check. If no options are selected above, both
OPTIONS: dividends and capital gains will be reinvested in additional fund shares.
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NOT A PART OF THE PROSPECTUS
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4 To use this option, you must initial the appropriate line below.
Telephone
Exchange and I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares in my
Redemption: account(s) by telephone in accordance with the procedures and conditions set forth in the Fund's current
------------------ prospectus.
-------------------------- --------------------------
Individual initial joint initial Redeem shares, and send the proceeds to the
address of record.
-------------------------- --------------------------
Individual initial joint initial Exchange shares for shares of The Boston Partners
Family of Funds.
------------------
5 The Automatic Investment Plan which is available to shareholders of the Fund, makes possible regularly
Automatic scheduled purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can arrange for
Investment an amount of money selected by you to be deducted from your checking account and used to purchase shares of
Plan: the Fund.
------------------
Please debit $_________ (minimum $5000.00) from my checking account (named below) on or about the 20th of the
month.
PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
[ ] Monthly [ ] Quarterly [ ] Annually
------------------ --------------------------------------------------------------------------------------------------------------
BANK RECORD: BANK NAME STREET ADDRESS OR P.O. BOX
------------------
--------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE
--------------------------------------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
------------------ --------------------------------------------------------------------------------------------------------------
6 The undersigned warrants that I (we) have full authority and, if a natural person, I (we) am (are) of legal
Signatures: age to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for
------------------ the Fund in which I (we) am (are) investing.
Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct identification number (or I am waiting for a number to be
issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 30% backup withholding as a result of a
failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.
(3) I am a U.S. person (including a U.S. resident alien).
NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE
INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
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SIGNATURE OF APPLICANT DATE
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PRINT NAME TITLE (IF APPLICABLE)
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SIGNATURE OF JOINT OWNER DATE
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PRINT NAME TITLE (IF APPLICABLE)
(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must
indicate capacity.)
For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: BOSTON PARTNERS FAMILY OF FUNDS
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
NOT A PART OF THE PROSPECTUS
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(THIS PAGE INTENTIONALLY LEFT BLANK.)
PRICING OF FUND SHARES
Institutional Shares of the Fund ("Shares") are priced at their net asset value ("NAV"). The NAV for the Institutional Class of the Fund is calculated by adding the value of all securities, cash and other assets in a Fund's portfolio, deducting the Fund's actual and accrued liabilities and dividing by the total number of Shares outstanding.
The Fund's NAV is calculated once daily at the close of regular trading on the New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern time) each day the NYSE is open. Shares will not be priced on the days on which the NYSE is closed.
Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or on the NASDAQ National Market System where they are traded. If there were no sales on that day or the securities are traded on other over-the-counter markets, the mean of the bid and asked prices is used. Short-term debt investments having maturities of 60 days or less are amortized to maturity based on their cost. With the approval of the Company's Board of Directors, the Fund may use a pricing service, bank or broker-dealer experienced in providing valuations to value the Fund's securities. If market quotations are unavailable, securities will be valued at fair value as determined in good faith by the investment adviser according to procedures adopted by the Company's Board of Directors.
PURCHASE OF FUND SHARES
Shares representing interests in the Fund are offered continuously for sale by PFPC Distributors, Inc. (the "Distributor").
Shares of the Fund may also be available through certain brokerage firms, financial institutions and other industry professionals (collectively, "Service Organizations"). Certain features of the Shares, such as the initial and subsequent investment minimums and certain trading restrictions, may be modified or waived by Service Organizations. Service Organizations may impose transaction or administrative charges or other direct fees, which charges and fees would not be imposed if Shares are purchased directly from the Company. Therefore, you should contact the Service Organization acting on your behalf concerning the fees (if any) charged in connection with a purchase or redemption of Shares and should read this Prospectus in light of the terms governing your accounts with the Service Organization. Service Organizations will be responsible for promptly transmitting client or customer purchase and redemption orders to the Company in accordance with their agreements with the Company or its agent and with clients or customers. Service Organizations or, if applicable, their designees that have entered into agreements with the Company or its agent may enter confirmed purchase orders on behalf of clients and customers, with payment to follow no later than the Company's pricing on the following Business Day. If payment is not received by such time, the Service Organization could be held liable for resulting fees or losses. The Company will be deemed to have received a purchase or redemption order when a Service Organization, or, if applicable, its authorized designee, accepts a purchase or redemption order in good order if the order is actually received by the Company in good order not later than the next business morning. Orders will be priced at the Fund's net asset value next computed after they are deemed to have been received by the Company.
You may also purchase Shares of the Fund at the NAV per share next calculated after your order is received by PFPC Inc. (the "Transfer Agent") in proper form as described below. After an initial purchase is made, the Transfer Agent will set up an account for you on RBB's records. The minimum initial investment in the Fund is $100,000 and the minimum additional investment is $5,000. The minimum initial and subsequent investment requirements may be reduced or waived from time to time. For purposes of meeting the minimum initial purchase, purchases by clients which are part of endowments, foundations or other related groups may be combined. You can only purchase Shares
of the Fund on days the NYSE is open and through the means described below. Shares may be purchased by principals and employees of the Adviser and by their spouses and children either directly or through any trust that has the principal, employee, spouse or child as the primary beneficiaries, their individual retirement accounts, or any pension and profit-sharing plan of the Adviser without being subject to the minimum investment limitations.
INITIAL INVESTMENT BY MAIL. An account may be opened by completing and signing the application included with this Prospectus and mailing it to the Transfer Agent at the address noted below, together with a check ($100,000 minimum) payable to the Fund in which you would like to invest. Third party checks will not be accepted.
BOSTON PARTNERS ALL-CAP VALUE FUND
c/o PFPC Inc.
P.O. Box 8852
Wilmington, DE 19899-8852
The name of the Fund to be purchased should be designated on the application and should appear on the check. Payment for the purchase of Shares received by mail will be credited to a shareholder's account at the NAV per share of the Fund next determined after receipt of payment in good order.
INITIAL INVESTMENT BY WIRE. Shares of each Fund may be purchased by wiring federal funds to PNC Bank (see instructions below). A completed application must be forwarded to the Transfer Agent at the address noted above under "Initial Investment by Mail" in advance of the wire. For each Fund, notification must be given to the Transfer Agent at (888) 261-4073 prior to 4:00 p.m., Eastern time, on the wire date. (Prior notification must also be received from investors with existing accounts.) Funds should be wired to:
PNC Bank, NA
Philadelphia, Pennsylvania 19103
ABA# 0310-0005-3
Account # 86-1108-2507
F/B/O BOSTON PARTNERS ALL-CAP VALUE FUND
Ref. (Account Number)
Federal funds purchases will be accepted only on a day on which the NYSE and PNC Bank, NA are open for business.
ADDITIONAL INVESTMENTS. Additional investments may be made at any time (minimum investment $5,000) by purchasing Shares of any Fund at NAV by mailing a check to the Transfer Agent at the address noted above under "Initial Investment by Mail" (payable to Boston Partners All-Cap Value Fund) or by wiring monies to PNC Bank, NA as outlined above under "Initial Investment by Wire." For each Fund, notification must be given to the Transfer Agent at (888) 261-4073 prior to 4:00 p.m., Eastern time, on the wire date. Initial and additional purchases made by check cannot be redeemed until payment of the purchase has been collected.
AUTOMATIC INVESTMENT PLAN. Additional investments in Shares of the Funds may be made automatically by authorizing the Transfer Agent to withdraw funds from your bank account through an Automatic Investment Plan ($5,000 minimum). Investors desiring to participate in an Automatic Investment Plan should call the Transfer Agent at (888) 261-4073 to obtain the appropriate forms.
OTHER PURCHASE INFORMATION. The Company reserves the right, in its sole discretion, to suspend the offering of Shares or to reject purchase orders when, in the judgment of management, such suspension or rejection is in the best interests of the Funds. The Adviser will monitor each Fund's total assets and may decide to close any of the Funds at any time to new investments or to new accounts due to concerns that a significant increase in the size of a Fund may adversely affect the implementation of the Fund's strategy. The Adviser may also choose to reopen a closed Fund to new investments at any time, and may subsequently close such Fund again should concerns regarding the Fund's size
recur. If a Fund closes to new investments, the closed Fund would be offered only to certain existing shareholders of the Fund and certain other persons, who are generally subject to cumulative, maximum purchase amounts, as follows:
a. persons who already hold shares of the closed Fund directly or through accounts maintained by brokers by arrangement with the Company,
b. existing and future clients of financial advisers and planners whose clients already hold shares of the closed Fund, and
c. employees of the Adviser and their spouses, parents and children.
Other persons who are shareholders of other Boston Partners Funds are not permitted to acquire shares of the closed Fund by exchange. Distributions to all shareholders of the closed Fund will continue to be reinvested unless a shareholder elects otherwise. The Adviser reserves the right to implement other purchase limitations at the time of closing, including limitations on current shareholders.
REDEMPTION OF FUND SHARES
You may redeem Shares of the Funds at the next NAV calculated after a redemption request is received by the Transfer Agent in proper form. You can only redeem Shares on days the NYSE is open and through the means described below.
You may redeem Shares of each Fund by mail, or, if you are authorized, by telephone. The value of Shares redeemed may be more or less than the purchase price, depending on the market value of the investment securities held by a Fund. There is no charge for a redemption.
REDEMPTION BY MAIL. Your redemption requests should be addressed to BOSTON PARTNERS ALL-CAP VALUE FUND, c/o PFPC Inc., P.O. Box 8852, Wilmington, DE 19899-8852 and must include:
a. a letter of instruction specifying the number of shares or dollar amount to be redeemed, signed by all registered owners of the shares in the exact names in which they are registered;
b. any required signature guarantees, which are required when (i) the redemption request proceeds are to be sent to someone other than the registered shareholder(s) or (ii) the redemption request is for $10,000 or more. A signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency or savings association who are participants in a Medallion Program recognized by the Securities Transfer Association. The three recognized Medallion Programs are Securities Transfer Agent Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion Program (MSP). Signature guarantees which are not a part of these programs will not be accepted. Please note that a notary public stamp or seal is not acceptable; and
c. other supporting legal documents, if required, in the case of estates, trusts, guardianships, custodianships, corporations, pension and profit sharing plans and other organizations.
REDEMPTION BY TELEPHONE. In order to request a telephone redemption, you must have returned your account application containing a telephone election. To add a telephone redemption option to an existing account, contact the Transfer Agent by calling (888) 261-4073 for a Telephone Authorization Form.
Once you are authorized to utilize the telephone redemption option, a redemption of Shares may be requested by calling the Transfer Agent at (888) 261-4073 and requesting that the redemption proceeds be mailed to the primary registration address or wired per the authorized instructions. If the telephone redemption option or the telephone exchange option (as described below) is authorized, the Transfer Agent may act on telephone instructions from any person representing himself or herself to be a shareholder and believed by the Transfer Agent to be genuine. The Transfer Agent's records of such instructions are binding and shareholders, not the Company or the Transfer Agent, bear the risk of loss in the event of unauthorized instructions reasonably believed by the Company or the Transfer
Agent to be genuine. The Transfer Agent will employ reasonable procedures to confirm that instructions communicated are genuine and, if it does not, it may be liable for any losses due to unauthorized or fraudulent instructions. The procedures employed by the Transfer Agent in connection with transactions initiated by telephone include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
INVOLUNTARY REDEMPTION. The Company reserves the right to redeem a shareholder's account in any Fund at any time the net asset value of the account in such Fund falls below $500 as the result of a redemption or an exchange request. Shareholders will be notified in writing that the value of their account in a Fund is less than $500 and will be allowed 30 days to make additional investments before the redemption is processed.
OTHER REDEMPTION INFORMATION. Redemption proceeds for Shares of the Funds recently purchased by check may not be distributed until payment for the purchase has been collected, which may take up to fifteen days from the purchase date. Shareholders can avoid this delay by utilizing the wire purchase option.
Other than as described above, payment of the redemption proceeds will be made within seven days after receipt of an order for a redemption. The Company may suspend the right of redemption or postpone the date at times when the NYSE is closed or under any emergency circumstances as determined by the SEC.
If the Board of Directors determines that it would be detrimental to the best interests of the remaining shareholders of the Funds to make payment wholly or partly in cash, redemption proceeds may be paid in whole or in part by an in-kind distribution of readily marketable securities held by a Fund instead of cash in conformity with applicable rules of the SEC. Investors generally will incur brokerage charges on the sale of portfolio securities so received in payment of redemptions. The Funds have elected, however, to be governed by Rule 18f-1 under the 1940 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.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state in which the Shares being acquired may be legally sold. A shareholder may exchange Institutional Shares of any Boston Partners Fund for Institutional Shares of another Boston Partners Fund, up to six (6) times per year. Such exchange will be effected at the net asset value of the exchanged Institutional Shares and the net asset value of the Institutional Shares to be acquired next determined after PFPC's receipt of a request for an exchange. An exchange of Boston Partners Small Cap Value Fund II or Boston Partners Long/Short Equity Fund Shares held for less than 1 year (with the exception of Shares purchased through dividend reinvestment or the reinvestment of capital gains) will be subject to a transaction fee of 1.00% with respect to the Boston Partners Small Cap Value Fund II and 2.00% with respect to the Boston Partners Long/Short Equity Fund. An exchange of Shares will be treated as a sale for federal income tax purposes. A shareholder may make an exchange by sending a written request to the Transfer Agent or, if authorized, by telephone (see "Redemption by Telephone" above).
If the exchanging shareholder does not currently own Institutional Shares of the Fund whose Shares are being acquired, a new account will be established with the same registration, dividend and capital gain options as the account from which shares are exchanged, unless otherwise specified in writing by the shareholder with all signatures guaranteed. See "Redemption By Mail" for information on signature guarantees. The exchange privilege may be modified or terminated at any time, or from time to time, by the Company, upon 60 days' written notice to shareholders.
If an exchange is to a new account in a Fund advised by the Adviser, the dollar value of the Shares acquired must equal or exceed the Fund's minimum for a new account; if to an existing account, the dollar value must equal or exceed the Fund's minimum for additional investments. If an amount remains in the Fund from which the exchange is being made that is below the minimum account value required, the account will be subject to involuntary redemption.
The Funds' exchange privilege is not intended to afford shareholders a way to speculate on short-term movements in the market. Accordingly, in order to prevent excessive use of the exchange privilege that may potentially disrupt the management of the Funds and increase transaction costs, the Funds have established a policy of limiting excessive exchange activity. Shareholders are entitled to six (6) exchange redemptions (at least 30 days apart) from each Fund during any twelve-month period. Notwithstanding these limitations, the Funds reserve the right to reject any purchase request (including exchange purchases from other Boston Partners Funds) that is deemed to be disruptive to efficient portfolio management.
DIVIDENDS AND DISTRIBUTIONS
Each Fund will distribute substantially all of its net investment income and net realized capital gains, if any, to its shareholders. All distributions are reinvested in the form of additional full and fractional Shares of the Fund unless a shareholder elects otherwise.
Each Fund will declare and pay dividends from net investment income annually. Net realized capital gains (including net short-term capital gains), if any, will be distributed by the Funds at least annually.
TAXES
Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income, including its net capital gain (the excess of long-term capital gain over short-term capital loss). Distributions attributable to the net capital gain of a Fund will be taxable to you as long-term capital gain, regardless of how long you have held your Shares. Other Fund distributions will generally be taxable as ordinary income. You will be subject to income tax on Fund distributions regardless whether they are paid in cash or reinvested in additional Shares. You will be notified annually of the tax status of distributions to you.
You should note that if you purchase Shares just before a distribution, the purchase price will reflect the amount of the upcoming distribution, but you will be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a return of a portion of your purchase price. This is known as "buying into a dividend."
You will recognize taxable gain or loss on a sale, exchange or redemption of your Shares, including an exchange for Shares of another Fund, based on the difference between your tax basis in the Shares and the amount you receive for them. (To aid in computing your tax basis, you generally should retain your account statements for the periods during which you held Shares.) Additionally, any loss realized on a sale or redemption of shares of a Fund may be disallowed under "wash sale" rules to the extent the shares disposed of are replaced with other shares of a Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of a Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.
Any loss realized on Shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the Shares.
The one major exception to these tax principles is that distributions on, and sales, exchanges and redemptions of, Shares held in an IRA (or other tax-qualified plan) will not be currently taxable.
Shareowners may also be subject to state and local taxes on distributions and redemptions. State income taxes may not apply however, to the portions of each Fund's distributions, if any, that are attributable to interest on federal securities or interest on securities of the particular state or localities within the state. Shareowners should consult their tax advisers regarding the tax status of distributions in their state and locality.
The foregoing is only a summary of certain tax considerations under current law, which may be subject to change in the future. Shareholders who are nonresident aliens, foreign trusts or estates, or foreign corporations or partnerships, may be subject to different United States federal income tax treatment. You should consult your tax adviser for further information regarding federal, state, local and/or foreign tax consequences relevant to your specific situation.
MULTI-CLASS STRUCTURE
Each Fund also offers Investor Shares, which are offered directly to individual investors in a separate prospectus. Shares of each class of the Funds represent equal pro rata interests and accrue dividends and calculate net asset value and performance quotations in the same manner. The performance of each class is quoted separately due to different actual expenses. The total return on Institutional Shares of a Fund can be expected to differ from the total return on Investor Shares of the same Fund. Information concerning Investor class shares of the Funds can be requested by calling the Fund at (888) 261-4073.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
PRIOR PERFORMANCE OF SIMILARLY ADVISED ACCOUNTS OF THE ADVISER
The following table sets forth the Adviser's composite performance data relating to the historical performance of all discretionary private accounts managed by the Adviser that have investment objectives, policies, and strategies substantially similar to the Fund. The information is provided to illustrate the past performance of the Adviser in managing substantially similar accounts as measured against the Russell 3000 Value Index and does not represent the performance of the Fund. Investors should not consider this performance data as a substitute for the performance of the Fund nor should investors consider this data as an indication of future performance of the Fund or of the Adviser. The Russell 3000 Value Index is unmanaged and investors cannot invest directly in the Index.
AVERAGE ANNUAL TOTAL
RETURN FOR THE PERIOD ENDED 12/31/01
SINCE
1 YEAR 3 YEARS 5 YEARS INCEPTION (6/1/95)
------ ------- ------- ------------------
Premium Equity Private Account
Net Composite Performance 14.32% 16.40% 14.49% 18.12%
Russell 3000 Value Index (4.33%) 3.30% 11.02% 14.27%
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The Adviser's composite performance information was calculated on a time-weighted and asset-weighted total return basis which includes realized and unrealized gains and losses plus income, as recommended by the Association for Investment Management and Research ("AIMR"). The composite performance is net of applicable investment management fees, brokerage commissions, execution costs and custodian fees, without provision for federal and state taxes, if any. Total return performance of the Fund will be calculated in accordance with the regulations of the SEC. The SEC standardized average annual total return is neither time-weighted nor asset-weighted and is determined for specified periods by computing the annualized percentage change in the value of an initial amount that is invested in a share class of the Fund at the maximum public offering price. Investors should be aware that the differences in methodology between AIMR and SEC requirements could result in different performance data for identical time periods.
All returns presented reflect the reinvestment of dividends and other earnings. The weighted-average expenses of the private accounts used in calculating the Adviser's net composite performance data were 0.58% annualized, which are lower than the estimated expenses of the Fund stated under "Expenses and Fees" above. The performance of the private accounts would have been lower if they had been subject to the expenses of the Fund. In addition, the private accounts are not subject to the same diversification requirements, specific tax restrictions and investment limitations imposed on the Fund by the Investment Company Act of 1940 and Subchapter M of the Internal Revenue Code. Consequently, the performance results of the Adviser's composite could have been adversely affected if the private accounts had been regulated as investment companies under the federal securities laws.
BOSTON PARTNERS FAMILY OF FUNDS
OF
THE RBB FUND, INC.
(888) 261-4073
http://www.bostonpartnersfunds.com
FOR MORE INFORMATION:
This prospectus contains important information you should know before you
invest. Read it carefully and keep it for future reference. More information
about the BOSTON PARTNERS FAMILY OF FUNDS is available free, upon request,
including:
ANNUAL/SEMI-ANNUAL REPORT
These reports will contain additional information about the Fund's investments,
describe Fund performance, list portfolio holdings, and discuss recent market
conditions and economic trends. The annual report will include fund strategies
that significantly affected the Fund's performance during the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
A Statement of Additional Information, dated June ___, 2002 (SAI), has been
filed with the Securities and Exchange Commission. The SAI, which includes
additional information about the BOSTON PARTNERS FAMILY OF FUNDS, may be
obtained free of charge, along with the annual and semi-annual reports, by
calling (888) 261-4073. The SAI, as supplemented from time to time, is
incorporated by reference into this prospectus.
SHAREHOLDER INQUIRIES
Representatives are available to discuss account balance information, mutual
fund prospectuses, literature, programs and services available. Hours: 8 a.m. to
6 p.m. (Eastern time) Monday-Friday. Call: (888) 261-4073 or visit the website
of Boston Partners Asset Management, L.P. at http://www.bostonpartnersfunds.com.
PURCHASES AND REDEMPTIONS
Call (888) 261-4073.
WRITTEN CORRESPONDENCE
Post Office Address:
BOSTON PARTNERS FAMILY OF FUNDS, c/o PFPC Inc., PO Box 8852, Wilmington, DE
19899-8852
Street Address:
BOSTON PARTNERS FAMILY OF FUNDS, c/o PFPC Inc., 400 Bellevue Parkway,
Wilmington, DE 19809
SECURITIES AND EXCHANGE COMMISSION (SEC)
You may also view and copy information about The RBB Fund, Inc. and the funds,
including the SAI, by visiting the SEC's Public Reference Room in Washington, DC
or the EDGAR Database on the SEC's Internet site at www.sec.gov. You may also
obtain copies of fund documents by paying a duplicating fee and sending an
electronic request to the following e-mail address: PUBLICINFO@SEC.GOV, or by
sending your written request and a duplicating fee to the SEC's Public Reference
Section, Washington, DC 20549-0102. You may obtain information on the operation
of the public reference room by calling the SEC at 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NO. 811-05518
[GRAPHIC OMITTED]
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED MAY 15, 2002
Information contained herein pertaining to the Boston Partners All-Cap Value Fund of The RBB Fund, Inc. is subject to completion or amendment. A post-effective amendment to The RBB Fund, Inc. registration statement relating to shares of the Boston Partners All-Cap Value Fund has been filed with the Securities and Exchange Commission. Shares of the Boston Partners All-Cap Value Fund may not be sold nor may offers to buy shares of such Fund be accepted prior to the time the post-effective amendment to the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of shares of the Boston Partners All-Cap Value Fund in any State in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such State.
BOSTON PARTNERS ALL-CAP VALUE FUND
INVESTOR CLASS
The securities described in this prospectus have been registered with the Securities and Exchange Commission (the "SEC"). The SEC, however, has not judged these securities for their investment merit and has not determined the accuracy or adequacy of this prospectus. Anyone who tells you otherwise is committing a criminal offense.
PROSPECTUS
June __, 2002
BP (LOGO)
[GRAPHIC OMITTED]
ONE PHILOSOPHY o ONE CULTURE o ONE FOCUS
================================ INTRODUCTION TO THE RISK/RETURN SUMMARY ...3
DESCRIPTION OF THE FUND
A LOOK AT THE GOALS, STRATEGIES, Boston Partners All-Cap Value Fund ...4
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RISKS AND EXPENSES OF THE FUND.
MANAGEMENT
DETAILS ABOUT THE SERVICE Investment Adviser ...................7
PROVIDERS.
Service Provider Chart ...............8
SHAREHOLDER INFORMATION
POLICIES AND INSTRUCTIONS FOR Pricing of Fund Shares ...............9
OPENING, MAINTAINING AND
CLOSING AN ACCOUNT IN THE Purchase of Fund Shares ..............9
FUND.
Redemption of Fund Shares ...........11
Exchange Privilege ..................12
Dividends and Distributions .........13
Taxes ...............................13
Multi-Class Structure ...............14
================================
APPENDIX A ...............................15
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FOR MORE INFORMATION .............Back Cover
INTRODUCTION TO THE RISK/RETURN SUMMARY
================================================================================
This Prospectus has been written to provide you with the information you
|
need to make an informed decision about whether to invest in the Investor Class of the Boston Partners Family of Funds of The RBB Fund, Inc. (the "Company").
The mutual fund of the Company offered by this Prospectus represent interests in the Boston Partners All-Cap Value Fund (the "Fund"). This Prospectus and the Statement of Additional Information incorporated herein relate solely to the Fund.
This Prospectus has been organized so that the Fund has its own short section with important facts. Once you read the short section about the Fund, read the "Purchase of Fund Shares" and "Redemption of Fund Shares" sections.
EQUITY SECURITY: A security, such as a stock, representing ownership of a company. Bonds, in comparison, are referred to as fixed-income or debt securities because they represent indebtedness to the bondholder, not ownership.
MARKET CAPITALIZATION: Market capitalization refers to the market value of a company and is calculated by multiplying the number of shares outstanding by the current price per share.
VALUE CHARACTERISTICS: Stocks are generally divided into the categories of "growth" or "value." Value stocks appear to the Adviser to be undervalued by the market as measured by certain financial formulas. Growth stocks appear to the Adviser to have earnings growth potential that is greater than the market in general, and whose growth in revenue is expected to continue for an extended period of time.
INVESTMENT GOALS
The Fund seeks to provide long-term growth of capital primarily through investment in equity securities. Current income is a secondary objective.
PRIMARY INVESTMENT STRATEGIES
The Fund pursues its goals by investing, under normal circumstances, at least 80% of net assets (including borrowings for investment purposes) in a diversified portfolio consisting primarily of equity securities, such as common stocks of issuers across the capitalization spectrum and identified by Boston Partners Asset Management L.P. (the "Adviser") as having value characteristics. The Fund will notify shareholders 60 days in advance of any change to this policy.
The Adviser examines various factors in determining the value characteristics of such issuers including price to book value ratios and price to earnings ratios. These value characteristics are examined in the context of the issuer's operating and financial fundamentals such as return on equity and earnings growth and cash flow. The Adviser selects securities for the Fund based on a continuous study of trends in industries and companies, earnings power and growth and other investment criteria.
The Fund may also invest up to 20% of its total assets in non-U.S. dollar denominated securities.
In general, the Fund's investments are broadly diversified over a number of industries and, as a matter of policy, the Fund is limited to investing a maximum of 25% of its total assets in any one industry.
While the Adviser intends to fully invest the Fund's assets at all times in accordance with the above-mentioned policies, the Fund reserves the right to hold up to 100% of its assets, as a temporary defensive measure, in cash and eligible U.S. dollar-denominated money market instruments. The Adviser will determine when market conditions warrant temporary defensive measures.
KEY RISKS
o At least 80% of the Fund's total assets will be invested in a diversified portfolio of equity securities, and the net asset value ("NAV") of the Fund will change with changes in the market value of its portfolio positions.
o Investors may lose money.
o Although the Fund will invest in stocks the Adviser believes to be undervalued, there is no guarantee that the prices of these stocks will not move even lower.
o The Fund may invest up to 10% of its net assets in securities that can be converted into common stock, such as certain debt securities and preferred stock. These securities are subject to the usual risks associated with fixed income investments, such as interest rate risk and credit risk. In addition, because they react to changes in the value of the equity securities into which they will convert, convertible securities are also subject to the risks associated with equity securities.
o The Fund may, for temporary defensive purposes, invest a percentage of its total assets, without limitation, in cash or various U.S. dollar-denominated money market instruments. The value of money market instruments tends to fall when current interest rates rise. Money market instruments are generally less sensitive to interest rate changes than longer-term securities. When the Fund's assets are invested in these instruments, the Fund may not be achieving its investment objective.
o International investing is subject to special risks, including, but not limited to, currency exchange rate volatility, political, social or economic instability, and differences in taxation, auditing and other financial practices.
o The Fund may hedge overall portfolio exposure up to 40% of its net assets through the purchase and sale of index and individual put and call options. An option is a type of derivative instrument that gives the holder the right (but not the obligation) to buy (a "call") or sell (a "put") an asset in the near future at an agreed upon price prior to the expiration date of the option. The Fund may "cover" a call option by owning the security underlying the option or through other means. The value of options can be highly volatile, and their use can result in loss if the Adviser is incorrect in its expectation of price fluctuations.
o The Fund may experience relatively large purchases or redemptions due to asset allocation decisions made by the Adviser for clients receiving asset allocation account management services involving investments in the Fund. These transactions may have a material effect on the Fund, since redemptions caused by reallocations may result in the Fund selling portfolio securities it might not otherwise sell, resulting in a higher portfolio turnover rate, and purchases caused by reallocations may result in the Fund receiving additional cash that will remain uninvested until additional securities can be purchased. The Adviser will attempt to minimize the effects of these transactions at all times.
o If the Fund frequently trades its portfolio securities, the Fund will incur higher brokerage commissions and transaction costs, which could lower the Fund's performance. In addition to lower performance, high portfolio turnover could result in taxable capital gains. The annual portfolio turnover rate for the Fund is not expected to exceed 125%, however, it may be higher if the Adviser believes it will improve the Fund's performance.
PRIOR PERFORMANCE
THE BAR CHART AND PERFORMANCE TABLE HAVE BEEN OMITTED BECAUSE THE FUND HAS
BEEN IN OPERATION FOR LESS THAN ONE CALENDAR YEAR.
EXPENSES AND FEES
Fund investors pay various expenses, either directly or indirectly. The purpose of the following table and example is to describe the fees and expenses that you may pay if you buy and hold shares of the Investor Class of the Fund.
from Fund assets)
Management fees ............................................ 1.00%
Distribution (12b-1) fees .................................. 0.25%
Other expenses(1) .......................................... 0.27%
-----
Total annual Fund operating expenses ................... 1.52%
Fee waivers(2) ............................................. (0.02)%
-----
Net expenses ............................................... 1.50%
=====
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(1) "Other expenses" include audit, administration, custody, legal, registration, transfer agency and miscellaneous other charges for the Investor Class.
(2) The Adviser has agreed that until further notice, but in no event terminating before December 31, 2004, it will waive advisory fees and reimburse expenses to the extent that total annual Fund operating expenses exceed 1.25%.
EXAMPLE
The example is intended to help you compare the cost of investing in the Investor Class of the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Investor Class of the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the operating expenses of the Investor Class of the Fund remain the same. Although your actual costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- $153 $474 $823 $1,807 |
INVESTMENT ADVISER
Boston Partners Asset Management, L.P. (the "Adviser"), located at 28 State Street, 21st Floor, Boston, Massachusetts 02109, provides investment advisory services to the Fund. The Adviser provides investment management and investment advisory services to investment companies and other institutional accounts. As of December 31, 2001, the Adviser managed approximately $10.2 billion in assets. The Adviser is organized as a Delaware limited partnership whose sole general partner is Boston Partners, Inc., a Delaware corporation. The Adviser manages each Fund's business and investment activities subject to the authority of the Company's Board of Directors.
PORTFOLIO MANAGERS
The investment results for the different strategies at the Adviser are not solely dependent on any one individual. There is a common philosophy and approach that is the backdrop for all of our investment strategies. This philosophy is then executed through a very disciplined investment process managed by the designated portfolio manager for each of the strategies. This manager will be supported, not only by a secondary manager, but by the Adviser's general research staff and, very often, by dedicated analysts to the particular strategy.
BOSTON PARTNERS ALL-CAP VALUE FUND
Harry Rosenbluth is the primary portfolio manager for the Fund and Steven L. Pollack is the secondary manager. Mr. Rosenbluth and Mr. Pollack are both senior portfolio managers of the Adviser. Mr. Rosenbluth is a member of the Adviser's Equity Strategy Committee and oversees the investment activities of the Adviser's $2.3 billion premium equity product, an all-cap institutional product. Prior to joining the Adviser, Mr. Rosenbluth spent 14 years with The Boston Company Asset Management, Inc. as Senior Vice President and a portfolio manager. Mr. Rosenbluth was also a member of the Equity Policy Group of The Boston Company Asset Management,Inc. Before that, Mr. Rosenbluth was a consultant for Arthur Andersen & Co. Mr. Rosenbluth has a total of 20 years of investment experience and is a CFA. Mr. Pollack is also a member of the Adviser's Equity Strategy Committee. He oversees the investment activities of the Adviser's $1.5 billion Mid Cap and Mid Cap II products. Prior to joining the Adviser, Mr. Pollack was employed by Hughes Investment Management Co. where he was a portfolio manager responsible for managing a portion of the pension plan and overseeing outside investment managers. Mr. Pollack has over 17 years of investment experience and is a CFA.
OTHER SERVICE PROVIDERS
The following chart shows the Fund's other service providers and includes their addresses and principal activities.
PFPC DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PA 19406
TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809
INVESTMENT ADVISER
BOSTON PARTNERS ASSET
MANAGEMENT, L.P.
28 STATE STREET, 21ST FLOOR
BOSTON, MA 02109
PFPC TRUST COMPANY
8800 TINICUM BOULEVARD
SUITE 200
PHILADELPHIA, PA 19153
PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809
BOARD OF DIRECTORS
(THIS PAGE INTENTIONALLY LEFT BLANK.)
BP (LOGO)
BOSTON PARTNERS FAMILY OF FUNDS BOSTON PARTNERS ASSET MANAGEMENT, L.P.
(INVESTOR CLASS) --------------------------------------
[GRAPHIC OMITTED]
ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application, please
call 1-888-261-4073.
------------------ (Please check the appropriate box(es) below.)
1 [ ] Individual [ ] Joint Tenant [ ] Other
Account
Registration: --------------------------------------------------------------------------------------------------------------
------------------ NAME SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER
--------------------------------------------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts, the account registrants will be joint tenants with right of survivorship and not tenants
in common unless tenants in common or community property registrations are requested.
------------------
GIFT TO MINOR: [ ] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
------------------
--------------------------------------------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
--------------------------------------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)
--------------------------------------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER MINOR'S DATE OF BIRTH
------------------
CORPORATION,
PARTNERSHIP, TRUST
OR OTHER ENTITY: --------------------------------------------------------------------------------------------------------------
------------------ NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)
--------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER DATE OF TRUST
------------------ --------------------------------------------------------------------------------------------------------------
2 STREET OR P.O. BOX AND/OR APARTMENT NUMBER
Mailing
Address: --------------------------------------------------------------------------------------------------------------
------------------ CITY STATE ZIP CODE
--------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
Minimum initial investment of $100,000 per fund. Total amount of investments $___________
------------------
3 Make check payable to Boston Partners Family of Funds.
Investment
Information: Shareholders may not purchase shares of any fund with a check issued by a third party and endorsed over to the
------------------ fund.
Boston Partners All-Cap Value Fund (__) $__________
DIVIDENDS: Pay by check [ ] Reinvest [ ] CAPITAL GAINS: Pay by check [ ] Reinvest [ ]
------------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid by check. If no options are selected above, both
OPTIONS: dividends and capital gains will be reinvested in additional fund shares.
------------------
NOT A PART OF THE PROSPECTUS
|
------------------
4 To use this option, you must initial the appropriate line below.
Telephone
Exchange and I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares in my
Redemption: account(s) by telephone in accordance with the procedures and conditions set forth in the Fund's current
------------------ prospectus.
-------------------------- --------------------------
Individual initial joint initial Redeem shares, and send the proceeds to the
address of record.
-------------------------- --------------------------
Individual initial joint initial Exchange shares for shares of The Boston Partners
Family of Funds.
------------------
5 The Automatic Investment Plan which is available to shareholders of the Fund, makes possible regularly
Automatic scheduled purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can arrange for
Investment an amount of money selected by you to be deducted from your checking account and used to purchase shares of
Plan the Fund.
------------------
Please debit $_________ (minimum $5000.00) from my checking account (named below) on or about the 20th of the
month.
PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
[ ] Monthly [ ] Quarterly [ ] Annually
------------------ --------------------------------------------------------------------------------------------------------------
BANK RECORD: BANK NAME STREET ADDRESS OR P.O. BOX
------------------
--------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE
--------------------------------------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
------------------ --------------------------------------------------------------------------------------------------------------
6 The undersigned warrants that I (we) have full authority and, if a natural person, I (we) am (are) of legal
Signatures: age to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for
------------------ the Fund in which I (we) am (are) investing.
Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct identification number (or I am waiting for a number to be
issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 30% backup withholding as a result of a
failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.
(3) I am a U.S. person (including a U.S. resident alien).
NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE
INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE
--------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
--------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE
--------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must
indicate capacity.)
For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: BOSTON PARTNERS FAMILY OF FUNDS
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
NOT A PART OF THE PROSPECTUS
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(THIS PAGE INTENTIONALLY LEFT BLANK.)
PRICING OF FUND SHARES
Investor Shares of the Fund ("Shares") are priced at their net asset value ("NAV"). The NAV for the Investor Class of the Fund is calculated by adding the value of all securities, cash and other assets in a Fund's portfolio, deducting the Fund's actual and accrued liabilities and dividing by the total number of Shares outstanding.
The Fund's NAV is calculated once daily at the close of regular trading on the New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern time) each day the NYSE is open. Shares will not be priced on the days on which the NYSE is closed.
Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or on the NASDAQ National Market System where they are traded. If there were no sales on that day or the securities are traded on other over-the-counter markets, the mean of the bid and asked prices is used. Short-term debt investments having maturities of 60 days or less are amortized to maturity based on their cost. With the approval of the Company's Board of Directors, the Fund may use a pricing service, bank or broker-dealer experienced in providing valuations to value the Fund's securities. If market quotations are unavailable, securities will be valued at fair value as determined in good faith by the investment adviser according to procedures adopted by the Company's Board of Directors.
PURCHASE OF FUND SHARES
Shares representing interests in the Fund are offered continuously for sale by PFPC Distributors, Inc. (the "Distributor").
Shares of the Fund may also be available through certain brokerage firms, financial institutions and other industry professionals (collectively, "Service Organizations"). Certain features of the Shares, such as the initial and subsequent investment minimums and certain trading restrictions, may be modified or waived by Service Organizations. Service Organizations may impose transaction or administrative charges or other direct fees, which charges and fees would not be imposed if Shares are purchased directly from the Company. Therefore, you should contact the Service Organization acting on your behalf concerning the fees (if any) charged in connection with a purchase or redemption of Shares and should read this Prospectus in light of the terms governing your accounts with the Service Organization. Service Organizations will be responsible for promptly transmitting client or customer purchase and redemption orders to the Company in accordance with their agreements with the Company or its agent and with clients or customers. Service Organizations or, if applicable, their designees that have entered into agreements with the Company or its agent may enter confirmed purchase orders on behalf of clients and customers, with payment to follow no later than the Company's pricing on the following Business Day. If payment is not received by such time, the Service Organization could be held liable for resulting fees or losses. The Company will be deemed to have received a purchase or redemption order when a Service Organization, or, if applicable, its authorized designee, accepts a purchase or redemption order in good order if the order is actually received by the Company in good order not later than the next business morning. Orders will be priced at the Fund's net asset value next computed after they are deemed to have been received by the Company.
You may also purchase Shares of the Fund at the NAV per share next calculated after your order is received by PFPC Inc. (the "Transfer Agent") in proper form as described below. After an initial purchase is made, the Transfer Agent will set up an account for you on RBB's records. The minimum initial investment in the Fund is $100,000 and the minimum additional investment is $5,000. The minimum initial and subsequent investment requirements may be reduced or waived from time to time. For purposes of meeting the minimum initial purchase, purchases by clients which are part of endowments, foundations or other related groups may be combined. You can only purchase Shares
of the Fund on days the NYSE is open and through the means described below. Shares may be purchased by principals and employees of the Adviser and by their spouses and children either directly or through any trust that has the principal, employee, spouse or child as the primary beneficiaries, their individual retirement accounts, or any pension and profit-sharing plan of the Adviser without being subject to the minimum investment limitations.
INITIAL INVESTMENT BY MAIL. An account may be opened by completing and signing the application included with this Prospectus and mailing it to the Transfer Agent at the address noted below, together with a check ($100,000 minimum) payable to the Fund in which you would like to invest. Third party checks will not be accepted.
BOSTON PARTNERS ALL-CAP VALUE FUND
c/o PFPC Inc.
P.O. Box 8852
Wilmington, DE 19899-8852
The name of the Fund to be purchased should be designated on the application and should appear on the check. Payment for the purchase of Shares received by mail will be credited to a shareholder's account at the NAV per share of the Fund next determined after receipt of payment in good order.
INITIAL INVESTMENT BY WIRE. Shares of each Fund may be purchased by wiring federal funds to PNC Bank (see instructions below). A completed application must be forwarded to the Transfer Agent at the address noted above under "Initial Investment by Mail" in advance of the wire. For each Fund, notification must be given to the Transfer Agent at (888) 261-4073 prior to 4:00 p.m., Eastern time, on the wire date. (Prior notification must also be received from investors with existing accounts.) Funds should be wired to:
PNC Bank, NA
Philadelphia, Pennsylvania 19103
ABA# 0310-0005-3
Account # 86-1108-2507
F/B/O BOSTON PARTNERS ALL-CAP VALUE FUND
Ref. (Account Number)
Federal funds purchases will be accepted only on a day on which the NYSE and PNC Bank, NA are open for business.
ADDITIONAL INVESTMENTS. Additional investments may be made at any time (minimum investment $5,000) by purchasing Shares of any Fund at NAV by mailing a check to the Transfer Agent at the address noted above under "Initial Investment by Mail" (payable to Boston Partners All-Cap Value Fund) or by wiring monies to PNC Bank, NA as outlined above under "Initial Investment by Wire." For each Fund, notification must be given to the Transfer Agent at (888) 261-4073 prior to 4:00 p.m., Eastern time, on the wire date. Initial and additional purchases made by check cannot be redeemed until payment of the purchase has been collected.
AUTOMATIC INVESTMENT PLAN. Additional investments in Shares of the Funds may be made automatically by authorizing the Transfer Agent to withdraw funds from your bank account through an Automatic Investment Plan ($5,000 minimum). Investors desiring to participate in an Automatic Investment Plan should call the Transfer Agent at (888) 261-4073 to obtain the appropriate forms.
OTHER PURCHASE INFORMATION. The Company reserves the right, in its sole discretion, to suspend the offering of Shares or to reject purchase orders when, in the judgment of management, such suspension or rejection is in the best interests of the Funds. The Adviser will monitor each Fund's total assets and may decide to close any of the Funds at any time to new investments or to new accounts due to concerns that a significant increase in the size of a Fund may adversely affect the implementation of the Fund's strategy. The Adviser may also choose to reopen a closed Fund to new investments at any time, and may subsequently close such Fund again should concerns regarding the Fund's size
recur. If a Fund closes to new investments, the closed Fund would be offered only to certain existing shareholders of the Fund and certain other persons, who are generally subject to cumulative, maximum purchase amounts, as follows:
a. persons who already hold shares of the closed Fund directly or through accounts maintained by brokers by arrangement with the Company,
b. existing and future clients of financial advisers and planners whose clients already hold shares of the closed Fund, and
c. employees of the Adviser and their spouses, parents and children.
Other persons who are shareholders of other Boston Partners Funds are not permitted to acquire shares of the closed Fund by exchange. Distributions to all shareholders of the closed Fund will continue to be reinvested unless a shareholder elects otherwise. The Adviser reserves the right to implement other purchase limitations at the time of closing, including limitations on current shareholders.
REDEMPTION OF FUND SHARES
You may redeem Shares of the Funds at the next NAV calculated after a redemption request is received by the Transfer Agent in proper form. You can only redeem Shares on days the NYSE is open and through the means described below.
You may redeem Shares of each Fund by mail, or, if you are authorized, by telephone. The value of Shares redeemed may be more or less than the purchase price, depending on the market value of the investment securities held by a Fund. There is no charge for a redemption.
REDEMPTION BY MAIL. Your redemption requests should be addressed to BOSTON PARTNERS ALL-CAP VALUE FUND, c/o PFPC Inc., P.O. Box 8852, Wilmington, DE 19899-8852 and must include:
a. a letter of instruction specifying the number of shares or dollar amount to be redeemed, signed by all registered owners of the shares in the exact names in which they are registered;
b. any required signature guarantees, which are required when (i) the redemption request proceeds are to be sent to someone other than the registered shareholder(s) or (ii) the redemption request is for $10,000 or more. A signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency or savings association who are participants in a Medallion Program recognized by the Securities Transfer Association. The three recognized Medallion Programs are Securities Transfer Agent Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion Program (MSP). Signature guarantees which are not a part of these programs will not be accepted. Please note that a notary public stamp or seal is not acceptable; and
c. other supporting legal documents, if required, in the case of estates, trusts, guardianships, custodianships, corporations, pension and profit sharing plans and other organizations.
REDEMPTION BY TELEPHONE. In order to request a telephone redemption, you must have returned your account application containing a telephone election. To add a telephone redemption option to an existing account, contact the Transfer Agent by calling (888) 261-4073 for a Telephone Authorization Form.
Once you are authorized to utilize the telephone redemption option, a redemption of Shares may be requested by calling the Transfer Agent at (888) 261-4073 and requesting that the redemption proceeds be mailed to the primary registration address or wired per the authorized instructions. If the telephone redemption option or the telephone exchange option (as described below) is authorized, the Transfer Agent may act on telephone instructions from any person representing himself or herself to be a shareholder and believed by the Transfer Agent to be genuine. The Transfer Agent's records of such instructions are binding and shareholders, not the Company or the Transfer Agent, bear the risk of loss in the event of unauthorized instructions reasonably believed by the Company or the Transfer
Agent to be genuine. The Transfer Agent will employ reasonable procedures to confirm that instructions communicated are genuine and, if it does not, it may be liable for any losses due to unauthorized or fraudulent instructions. The procedures employed by the Transfer Agent in connection with transactions initiated by telephone include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
INVOLUNTARY REDEMPTION. The Company reserves the right to redeem a shareholder's account in any Fund at any time the net asset value of the account in such Fund falls below $500 as the result of a redemption or an exchange request. Shareholders will be notified in writing that the value of their account in a Fund is less than $500 and will be allowed 30 days to make additional investments before the redemption is processed.
OTHER REDEMPTION INFORMATION. Redemption proceeds for Shares of the Funds recently purchased by check may not be distributed until payment for the purchase has been collected, which may take up to fifteen days from the purchase date. Shareholders can avoid this delay by utilizing the wire purchase option.
Other than as described above, payment of the redemption proceeds will be made within seven days after receipt of an order for a redemption. The Company may suspend the right of redemption or postpone the date at times when the NYSE is closed or under any emergency circumstances as determined by the SEC.
If the Board of Directors determines that it would be detrimental to the best interests of the remaining shareholders of the Funds to make payment wholly or partly in cash, redemption proceeds may be paid in whole or in part by an in-kind distribution of readily marketable securities held by a Fund instead of cash in conformity with applicable rules of the SEC. Investors generally will incur brokerage charges on the sale of portfolio securities so received in payment of redemptions. The Funds have elected, however, to be governed by Rule 18f-1 under the 1940 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.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state in which the Shares being acquired may be legally sold. A shareholder may exchange Investor Shares of any Boston Partners Fund for Investor Shares of another Boston Partners Fund, up to six (6) times per year. A shareholder may also exchange Investor Shares of any Boston Partners Fund for Institutional Shares of any Boston Partners Fund if the exchange satisfies the minimum initial investment of $100,000 for Institutional Shares. Such exchanges will be effected at the net asset value of the exchanged Investor Shares and the net asset value of the shares to be acquired next determined after PFPC's receipt of a request for an exchange. An exchange of Boston Partners Small Cap Value Fund II or Boston Partners Long/Short Equity Fund Shares held for less than 1 year (with the exception of Shares purchased through dividend reinvestment or the reinvestment of capital gains) will be subject to a transaction fee of 1.00% with respect to the Boston Partners Small Cap Value Fund II and 2.00% with respect to the Boston Partners Long/Short Equity Fund. An exchange of Shares will be treated as a sale for federal income tax purposes. A shareholder may make an exchange by sending a written request to the Transfer Agent or, if authorized, by telephone (see "Redemption by Telephone" above).
If the exchanging shareholder does not currently own Investor Shares of the Fund whose Shares are being acquired, a new account will be established with the same registration, dividend and capital gain options as the account from which shares are exchanged, unless otherwise specified in writing by the shareholder with all signatures guaranteed. See "Redemption By Mail" for information on signature guarantees. The exchange privilege may be modified or terminated at any time, or from time to time, by the Company, upon 60 days' written notice to shareholders.
If an exchange is to a new account in a Fund advised by the Adviser, the dollar value of the Shares acquired must equal or exceed the Fund's minimum for a new account; if to an existing account, the dollar value must equal or exceed the Fund's minimum for additional investments. If an amount remains in the Fund from which the exchange is being made that is below the minimum account value required, the account will be subject to involuntary redemption.
The Funds' exchange privilege is not intended to afford shareholders a way to speculate on short-term movements in the market. Accordingly, in order to prevent excessive use of the exchange privilege that may potentially disrupt the management of the Funds and increase transaction costs, the Funds have established a policy of limiting excessive exchange activity. Shareholders are entitled to six (6) exchange redemptions (at least 30 days apart) from each Fund during any twelve-month period. Notwithstanding these limitations, the Funds reserve the right to reject any purchase request (including exchange purchases from other Boston Partners Funds) that is deemed to be disruptive to efficient portfolio management.
DIVIDENDS AND DISTRIBUTIONS
Each Fund will distribute substantially all of its net investment income and net realized capital gains, if any, to its shareholders. All distributions are reinvested in the form of additional full and fractional Shares of the Fund unless a shareholder elects otherwise.
Each Fund will declare and pay dividends from net investment income annually. Net realized capital gains (including net short-term capital gains), if any, will be distributed by the Funds at least annually.
TAXES
Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income, including its net capital gain (the excess of long-term capital gain over short-term capital loss). Distributions attributable to the net capital gain of a Fund will be taxable to you as long-term capital gain, regardless of how long you have held your Shares. Other Fund distributions will generally be taxable as ordinary income. You will be subject to income tax on Fund distributions regardless whether they are paid in cash or reinvested in additional Shares. You will be notified annually of the tax status of distributions to you.
You should note that if you purchase Shares just before a distribution, the purchase price will reflect the amount of the upcoming distribution, but you will be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a return of a portion of your purchase price. This is known as "buying into a dividend."
You will recognize taxable gain or loss on a sale, exchange or redemption of your Shares, including an exchange for Shares of another Fund, based on the difference between your tax basis in the Shares and the amount you receive for them. (To aid in computing your tax basis, you generally should retain your account statements for the periods during which you held Shares.) Additionally, any loss realized on a sale or redemption of shares of a Fund may be disallowed under "wash sale" rules to the extent the shares disposed of are replaced with other shares of a Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of a Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.
Any loss realized on Shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the Shares.
The one major exception to these tax principles is that distributions on, and sales, exchanges and redemptions of, Shares held in an IRA (or other tax-qualified plan) will not be currently taxable.
Shareowners may also be subject to state and local taxes on distributions and redemptions. State income taxes may not apply however, to the portions of each Fund's distributions, if any, that are attributable to interest on federal securities or interest on securities of the particular state or localities within the state. Shareowners should consult their tax advisers regarding the tax status of distributions in their state and locality.
The foregoing is only a summary of certain tax considerations under current law, which may be subject to change in the future. Shareholders who are nonresident aliens, foreign trusts or estates, or foreign corporations or partnerships, may be subject to different United States federal income tax treatment. You should consult your tax adviser for further information regarding federal, state, local and/or foreign tax consequences relevant to your specific situation.
MULTI-CLASS STRUCTURE
Each Fund also offers Institutional Shares, which are offered directly to
institutional investors in a separate prospectus. Shares of each class of the
Funds represent equal pro rata interests and accrue dividends and calculate net
asset value and performance quotations in the same manner. The performance of
each class is quoted separately due to different actual expenses. The total
return on Investor Shares of a Fund can be expected to differ from the total
return on Institutional Shares of the same Fund. Information concerning
Institutional class shares of the Funds can be requested by calling the Fund at
(888) 261-4073.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
PRIOR PERFORMANCE OF SIMILARLY ADVISED ACCOUNTS OF THE ADVISER
The following table sets forth the Adviser's composite performance data relating to the historical performance of all discretionary private accounts managed by the Adviser that have investment objectives, policies, and strategies substantially similar to the Fund. The information is provided to illustrate the past performance of the Adviser in managing substantially similar accounts as measured against the Russell 3000 Value Index and does not represent the performance of the Fund. Investors should not consider this performance data as a substitute for the performance of the Fund nor should investors consider this data as an indication of future performance of the Fund or of the Adviser. The Russell 3000 Value Index is unmanaged and investors cannot invest directly in the Index.
AVERAGE ANNUAL TOTAL
RETURN FOR THE PERIOD ENDED 12/31/01
SINCE
1 YEAR 3 YEARS 5 YEARS INCEPTION (6/1/95)
------ ------- ------- ------------------
Premium Equity Private Account
Net Composite Performance 14.32% 16.40% 14.49% 18.12%
Russell 3000 Value Index (4.33%) 3.30% 11.02% 14.27%
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The Adviser's composite performance information was calculated on a time-weighted and asset-weighted total return basis which includes realized and unrealized gains and losses plus income, as recommended by the Association for Investment Management and Research ("AIMR"). The composite performance is net of applicable investment management fees, brokerage commissions, execution costs and custodian fees, without provision for federal and state taxes, if any. Total return performance of the Fund will be calculated in accordance with the regulations of the SEC. The SEC standardized average annual total return is neither time-weighted nor asset-weighted and is determined for specified periods by computing the annualized percentage change in the value of an initial amount that is invested in a share class of the Fund at the maximum public offering price. Investors should be aware that the differences in methodology between AIMR and SEC requirements could result in different performance data for identical time periods.
All returns presented reflect the reinvestment of dividends and other earnings. The weighted-average expenses of the private accounts used in calculating the Adviser's net composite performance data were 0.58% annualized, which are lower than the estimated expenses of the Fund stated under "Expenses and Fees" above. The performance of the private accounts would have been lower if they had been subject to the expenses of the Fund. In addition, the private accounts are not subject to the same diversification requirements, specific tax restrictions and investment limitations imposed on the Fund by the Investment Company Act of 1940 and Subchapter M of the Internal Revenue Code. Consequently, the performance results of the Adviser's composite could have been adversely affected if the private accounts had been regulated as investment companies under the federal securities laws.
BOSTON PARTNERS FAMILY OF FUNDS
OF
THE RBB FUND, INC.
(888) 261-4073
http://www.bostonpartnersfunds.com
FOR MORE INFORMATION:
This prospectus contains important information you should know before you
invest. Read it carefully and keep it for future reference. More information
about the BOSTON PARTNERS FAMILY OF FUNDS is available free, upon request,
including:
ANNUAL/SEMI-ANNUAL REPORT
These reports will contain additional information about the Fund's investments,
describe Fund performance, list portfolio holdings, and discuss recent market
conditions and economic trends. The annual report will include fund strategies
that significantly affected the Fund's performance during the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
A Statement of Additional Information, dated June ___, 2002 (SAI), has been
filed with the Securities and Exchange Commission. The SAI, which includes
additional information about the BOSTON PARTNERS FAMILY OF FUNDS, may be
obtained free of charge, along with the annual and semi-annual reports, by
calling (888) 261-4073. The SAI, as supplemented from time to time, is
incorporated by reference into this prospectus.
SHAREHOLDER INQUIRIES
Representatives are available to discuss account balance information, mutual
fund prospectuses, literature, programs and services available. Hours: 8 a.m. to
6 p.m. (Eastern time) Monday-Friday. Call: (888) 261-4073 or visit the website
of Boston Partners Asset Management, L.P. at http://www.bostonpartnersfunds.com.
PURCHASES AND REDEMPTIONS
Call (888) 261-4073.
WRITTEN CORRESPONDENCE
Post Office Address:
BOSTON PARTNERS FAMILY OF FUNDS, c/o PFPC Inc., PO Box 8852,
Wilmington, DE 19899-8852
Street Address:
BOSTON PARTNERS FAMILY OF FUNDS, c/o PFPC Inc., 400 Bellevue Parkway,
Wilmington, DE 19809
SECURITIES AND EXCHANGE COMMISSION (SEC)
You may also view and copy information about The RBB Fund, Inc. and the funds,
including the SAI, by visiting the SEC's Public Reference Room in Washington, DC
or the EDGAR Database on the SEC's Internet site at www.sec.gov. You may also
obtain copies of fund documents by paying a duplicating fee and sending an
electronic request to the following e-mail address: PUBLICINFO@SEC.GOV, or by
sending your written request and a duplicating fee to the SEC's Public Reference
Section, Washington, DC 20549-0102. You may obtain information on the operation
of the public reference room by calling the SEC at 1-202-942-8090.
INVESTMENT COMPANY ACT FILE NO. 811-05518
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 15, 2002
INFORMATION CONTAINED HEREIN PERTAINING TO THE BOSTON PARTNERS ALL-CAP VALUE FUND IS SUBJECT TO COMPLETION OR AMENDMENT. A POST-EFFECTIVE AMENDMENT TO THE RBB FUND, INC. REGISTRATION STATEMENT RELATING TO SHARES OF THE BOSTON PARTNERS ALL-CAP VALUE FUND HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SHARES OF THE BOSTON PARTNERS ALL-CAP VALUE FUND MAY NOT BE SOLD NOR MAY OFFERS TO BUY SHARES OF THIS FUND BE ACCEPTED PRIOR TO THE TIME THE POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF SHARES OF THE BOSTON PARTNERS ALL-CAP VALUE FUND IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
BOSTON PARTNERS
FAMILY OF FUNDS
OF
THE RBB FUND, INC.
Institutional and Investor Classes
Boston Partners All-Cap Value Fund
STATEMENT OF ADDITIONAL INFORMATION
JUNE __, 2002
This Statement of Additional Information ("SAI") provides information about the Boston Partners All-Cap Value Fund (the "Fund") of The RBB Fund, Inc. (the "Company"). This information is in addition to the information contained in Boston Partners All-Cap Value Fund Prospectuses dated June __, 2002 (the "Prospectuses").
This SAI is not a prospectus. It should be read in conjunction with the Prospectuses and the Fund's Annual Report. The financial statements and notes contained in the Annual Report will be incorporated by reference into this SAI. Copies of the Prospectuses and Annual Report may be obtained by calling toll-free (888) 261-4073.
TABLE OF CONTENTS
PAGE
GENERAL INFORMATION.......................................................... 3
INVESTMENT INSTRUMENTS AND POLICIES.......................................... 3
INVESTMENT LIMITATIONS.......................................................19
MANAGEMENT OF THE COMPANY....................................................22
Directors and Officers..............................................22
Directors' Compensation.............................................26
Code of Ethics......................................................26
CONTROL PERSONS..............................................................27
INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS.................37
Advisory Agreements.................................................37
Custodian and Transfer Agency Agreements............................38
Administration Agreement............................................39
Distribution Agreement..............................................39
Administrative Services Agent.......................................40
PORTFOLIO TRANSACTIONS.......................................................40
PURCHASE AND REDEMPTION INFORMATION..........................................41
VALUATION OF SHARES..........................................................43
PERFORMANCE INFORMATION......................................................43
TAXES .......................................................................44
ADDITIONAL INFORMATION CONCERNING RBB SHARES.................................45
MISCELLANEOUS................................................................48
Counsel.............................................................48
Independent Accountants.............................................48
APPENDIX A..................................................................A-1
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GENERAL INFORMATION
RBB was organized as a Maryland corporation on February 29, 1988 and is an open-end management investment company currently operating or proposing to operate fourteen separate investment portfolios. This Statement of Additional Information pertains to Institutional and Investor Shares representing interests in the diversified Fund offered by the Prospectuses dated June __, 2002.
INVESTMENT INSTRUMENTS AND POLICIES
The following supplements the information contained in the Prospectuses concerning the investment objectives and policies of the Fund.
EQUITY MARKETS.
The Fund invests primarily in equity markets at all times. Equity markets can be highly volatile, so that investing in the Fund involves substantial risk. As a result, investing in the Fund involves the risk of loss of capital.
MICRO CAP, SMALL CAP AND MID CAP STOCKS.
Securities of companies with micro, small and mid-size capitalizations tend to be riskier than securities of companies with large capitalizations. This is because micro, small and mid cap companies typically have smaller product lines and less access to liquidity than large cap companies, and are therefore more sensitive to economic downturns. In addition, growth prospects of micro, small and mid cap companies tend to be less certain than large cap companies, and the dividends paid on micro, small and mid cap stocks are frequently negligible. Moreover, micro, small and mid cap stocks have, on occasion, fluctuated in the opposite direction of large cap stocks or the general stock market. Consequently, securities of micro, small and mid cap companies tend to be more volatile than those of large cap companies. The market for micro and small cap securities may be thinly traded and as a result, greater fluctuations in the price of micro and small cap securities may occur.
MARKET FLUCTUATION.
Because the investment alternatives available to the Fund may be limited by the specific objectives of that Fund, investors should be aware that an investment in the Fund may be subject to greater market fluctuation than an investment in a portfolio of securities representing a broader range of investment alternatives. In view of the specialized nature of the investment activities of the Fund, an investment in the fund should not be considered a complete investment program.
LENDING OF PORTFOLIO SECURITIES.
The Fund may lend its portfolio securities to financial institutions in accordance with the investment restrictions described below. Such loans would involve risks of delay in receiving additional collateral in the event the value of the collateral decreased below the value of the securities loaned or of delay in recovering the securities loaned or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers deemed by the Fund's investment adviser to be of good standing and only when, in the Adviser's judgment, the income to be earned from the loans justifies the attendant risks. Any loans of the Fund's securities will be fully collateralized and marked to market daily.
BORROWING.
The Fund may borrow up to 33 1/3 percent of its respective total assets. The Adviser intends to borrow only for temporary or emergency purposes, including to meet portfolio redemption requests so as to permit the orderly disposition of portfolio securities, or to facilitate settlement transactions on portfolio securities. Investments will not be made when borrowings exceed 5% of the fund's total assets. Although the principal of such borrowings will be fixed, the Fund's assets may change in value during the time the borrowing is outstanding. The Fund expects that some of its borrowings may be made on a secured basis. In such situations, either the custodian will segregate the pledged assets for the benefit of the lender or arrangements will be made with a suitable subcustodian, which may include the lender. If the securities held by the Fund should decline in value while borrowings are outstanding, the net asset value of the Fund's outstanding shares will decline in value by proportionately more than the decline in value suffered by the Fund's securities. As a result, the Fund's share price may be subject to greater fluctuation until the borrowing is paid off. The Fund's short sales and related borrowing are not subject to the restrictions outlined above.
INDEXED SECURITIES.
The Fund may invest in indexed securities whose value is linked to securities indices. Most such securities have values which rise and fall according to the change in one or more specified indices, and may have characteristics similar to direct investments in the underlying securities. Depending on the index, such securities may have greater volatility than the market as a whole. The Fund may also invest in exchange-traded funds, which generally track their related indices and trade like an individual stock throughout the trading day. The Fund does not presently intend to invest more than 5% of its respective net assets in indexed securities and exchange-traded funds.
HOLDRS.
The Fund may invest in Holding Company Depository Receipts ("HOLDRS"). HOLDRS represent trust-issued receipts that represent individual and undivided beneficial ownership interests in the common stock or ADRs of specific companies in a particular industry, sector or group. The Fund does not presently intend to invest more than 5% of its respective net assets in HOLDRS.
REPURCHASE AGREEMENTS.
The Fund may agree to purchase securities from financial institutions subject to the seller's agreement to repurchase them at an agreed-upon time and price ("repurchase agreements"). The securities held subject to a repurchase agreement may have stated maturities exceeding 13 months, provided the repurchase agreement itself matures in less than 13 months. The financial institutions with whom the Fund may enter into repurchase agreements will be banks which the Adviser considers creditworthy pursuant to criteria approved by the Board of Directors and non-bank dealers of U.S. Government securities that are listed on the Federal Reserve Bank of New York's list of reporting dealers. The Adviser will consider the creditworthiness of a seller in determining whether to have the Fund enter into a repurchase agreement. The seller under a repurchase agreement will be required to maintain the value of the securities subject to the agreement at not less than the repurchase price plus accrued interest. The Adviser will mark to market daily the value of the securities, and will, if necessary, require the seller to maintain additional securities, to ensure that the value is not less than the repurchase price. Default by or bankruptcy of the seller would, however, expose the Fund to
possible loss because of adverse market action or delays in connection with the disposition of the underlying obligations.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS.
The Fund may enter into reverse repurchase agreements with respect to portfolio securities for temporary purposes (such as to obtain cash to meet redemption requests) when the liquidation of portfolio securities is deemed disadvantageous or inconvenient by the Adviser. Reverse repurchase agreements involve the sale of securities held by the Fund pursuant to the Fund's agreement to repurchase the securities at an agreed-upon price, date and rate of interest. Such agreements are considered to be borrowings under the Investment Company Act of 1940 (the "1940 Act"), and may be entered into only for temporary or emergency purposes. While reverse repurchase transactions are outstanding, the Fund will maintain in a segregated account with the Fund's custodian or a qualified sub-custodian, cash or liquid securities of an amount at least equal to the market value of the securities, plus accrued interest, subject to the agreement and will monitor the account to ensure that such value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by the Fund may decline below the price of the securities the Fund is obligated to repurchase and the interest received on the cash exchanged for the securities. The Fund may also enter into "dollar rolls," in which it sells fixed income securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll period, the Fund would forgo principal and interest paid on such securities. The Fund would be compensated by the difference between the current sales price and the forward price for the future purchase, as well as by the interest earned on the cash proceeds of the initial sale. The return on dollar rolls may be negatively impacted by fluctuations in interest rates. The Fund does not presently intend to engage in reverse repurchase transactions involving more than 5% of its net assets. The Fund does not presently intend to engage in dollar roll transactions involving more than 5% of its net assets.
PURCHASE WARRANTS.
The Fund may invest in purchase warrants and similar rights. 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 warrants involves the risk that the Fund could lose the purchase value of a warrant if the right to subscribe to additional shares is not executed prior to the warrants' expiration. Also, the purchase of warrants involves the risk that the effective price paid for the 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. The Fund may not invest more than 5% of its net assets in purchase warrants and similar rights.
U.S. GOVERNMENT OBLIGATIONS.
The Fund may purchase U.S. Government agency and instrumentality obligations that are debt securities issued by U.S. Government-sponsored enterprises and federal agencies. Some obligations of agencies and instrumentalities of the U.S. Government are supported by the full faith and credit of the U.S. Government or by U.S. Treasury guarantees, such as securities of the Government National Mortgage Association and the Federal Housing Authority; others, by the ability of the issuer to borrow,
provided approval is granted, from the U.S. Treasury, such as securities of the Federal Home Loan Mortgage Corporation and others, only by the credit of the agency or instrumentality issuing the obligation, such as securities of the Federal National Mortgage Association and the Federal Loan Banks. U.S. Government obligations that are not backed by the full faith and credit of the U.S. Government are subject to greater risks than those that are. U.S. Government obligations that are backed by the full faith and credit of the U.S. Government are subject to interest rate risk.
The Fund's net assets may be invested in obligations issued or guaranteed by the U.S. Treasury or the agencies or instrumentalities of the U.S. Government, including options and futures on such obligations. The maturities of U.S. Government securities usually range from three months to thirty years. Examples of types of U.S. Government obligations include U.S. Treasury Bills, Treasury Notes and Treasury Bonds and the obligations of Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Federal National Mortgage Association, Government National Mortgage Association, General Services Administration, Student Loan Marketing Association, Central Bank for Cooperatives, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, the Maritime Administration, the Asian-American Development Bank and the Inter-American Development Bank. The Fund does not presently intend to invest more than 5% of its net assets in U.S. Government obligations.
ILLIQUID SECURITIES.
The Fund may not invest more than 15% of its net assets in illiquid securities, including securities that are illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale. Illiquid securities include: repurchase agreements and time deposits with a notice or demand period of more than seven days; certain restricted securities, such as those purchased in a private placement of securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is eligible for resale pursuant to Rule 144A under the Securities Act and, therefore, is liquid; and certain over-the-counter options. Securities that have legal or contractual restrictions on resale but have a readily available market are not considered illiquid for purposes of this limitation. With respect to the Fund, repurchase agreements subject to demand are deemed to have a maturity equal to the notice period.
Mutual funds do not typically hold a significant amount of restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.
The Fund may purchase securities which are not registered under the Securities Act but which may be sold to "qualified institutional buyers" in accordance with Rule 144A under the Securities Act. These securities will not be considered illiquid so long as it is determined by the Fund's adviser that an adequate trading market exists for the securities. This investment practice could have the effect of increasing the level of illiquidity in the Fund during any period that qualified institutional buyers become uninterested in purchasing restricted securities.
The Adviser will monitor the liquidity of restricted securities held by the Fund under the supervision of the Board of Directors. In reaching liquidity decisions, the Adviser may consider, among others, the following factors: (1) the unregistered nature of the security; (2) the frequency of trades and quotes for the security; (3) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (4) dealer undertakings to make a market in the security; and (5) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).
SECURITIES OF UNSEASONED ISSUERS.
The Fund may invest in securities of unseasoned issuers, including equity securities of unseasoned issuers which are not readily marketable, provided the aggregate investment in such securities would not exceed 5% of net assets for the Fund. The term "unseasoned" refers to issuers which, together with their predecessors, have been in operation for less than three years.
INITIAL PUBLIC OFFERINGS
The Fund may participate as a purchaser in initial public offerings of securities ("IPOs"). An IPO is a company's first offering of stock to the public. An IPO presents the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned training, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. When the Fund's asset base is small, a significant portion of the Fund's performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund's assets grow, the effect of the Fund's investments in IPOs on the Fund's performance probably will decline, which could reduce the Fund's performance. Because of the price volatility of IPO shares, the Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund's portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. In addition, the Adviser cannot guarantee continued access to IPOs.
CONVERTIBLE SECURITIES.
The Fund may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible debt securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers. Convertible securities rank senior to common stock in a corporation's capital structure but are usually subordinated to comparable nonconvertible securities. While no securities investment is completely without risk, investments in convertible securities generally entail less risk than the corporation's common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. Convertible securities have unique investment characteristics in that they generally: (1) have higher yields than common stocks, but lower yields than comparable non-convertible securities; (2) are less subject to fluctuation in value than the underlying
stock since they have fixed income characteristics; and (3) provide the potential for capital appreciation if the market price of the underlying common stock increases.
The value of a convertible security is a function of its "investment value" (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its "conversion value" (the security's worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security's investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security.
A convertible security might be subject to redemption at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security held by the 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. The Fund does not presently intend to invest more than 10% of its net assets, in convertible securities, or securities received by the Fund upon conversion thereof.
HEDGING INVESTMENTS.
At such times as the Adviser deems it appropriate and consistent with the Fund's investment objective, the Fund may invest in options, financial futures contracts and options on financial futures contracts. The purpose of such transactions is to hedge against changes in the market value of securities in the Fund caused by fluctuating interest rates and to close out or offset its existing positions in such futures contracts or options as described below. Such instruments will not be used for speculation. Futures contracts, options and options on futures are discussed below.
FUTURES CONTRACTS.
The Fund may invest in financial futures contracts with respect to those securities listed on the S & P 500 Stock Index ("Index Futures"). Financial futures contracts obligate the seller to deliver a specific type of security called for in the contract, at a specified future time, and for a specified price. Financial futures contracts may be satisfied by actual delivery of the securities or, more typically, by entering into an offsetting transaction. In contrast to purchases of a common stock, no price is paid or received by the Fund upon the purchase of a futures contract. Upon entering into a futures contract, the Fund will be required to deposit with its custodian in a segregated account in the name of the futures broker a specified amount of cash or securities. This is known by participants in the market as "initial margin." The type of instruments that may be deposited as initial margin, and the required amount of initial margin, are determined by the futures exchange(s) on which the Index Futures are traded. The nature of initial margin in futures transactions is different from that of margin in securities transactions
in that futures contract margin does not involve the borrowing of funds by the customer to finance the transactions. Rather, the initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments, called "variation margin," to and from the broker, will be made on a daily basis as the price of the S&P 500 Index fluctuates, making the position in the futures contract more or less valuable, a process known as "marking to the market." For example, when the Fund has purchased an Index Future and the price of the S&P 500 Index has risen, that position will have increased in value and the Fund will receive from the broker a variation margin payment equal to that increase in value. Conversely, when the Fund has purchased an Index Future and the price of the S&P 500 Index has declined, the position would be less valuable and the Fund would be required to make a variation margin payment to the broker. When the Fund terminates a position in a futures contract, a final determination of variation margin is made, additional cash is paid by or to the Fund, and the Fund realizes a gain or a loss.
The price of Index Futures may not correlate perfectly with movement in the underlying index due to certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions which could distort the normal relationship between the S&P 500 Index and futures markets. Secondly, the deposit requirements in the futures market are less onerous than margin requirements in the securities market, and as a result the futures market may attract more speculators than does the securities market. Increased participation by speculators in the futures market may also cause temporary price distortions.
There are risks that are associated with the use of futures contracts for hedging purposes. In certain market conditions, as in a rising interest rate environment, sales of futures contracts may not completely offset a decline in value of the portfolio securities against which the futures contracts are being sold. In the futures market, it may not always be possible to execute a buy or sell order at the desired price, or to close out an open position due to market conditions, limits on open positions, and/or daily price fluctuations. Risks in the use of futures contracts also result from the possibility that changes in the market interest rates may differ substantially from the changes anticipated by the Fund's investment adviser when hedge positions were established. Futures markets are highly volatile and the use of futures may increase the volatility of a Fund's net asset value. The Fund does not presently intend to invest more than 5% of its net assets in futures contracts.
OPTIONS.
The Fund may buy put options and buy call options and write covered call and secured put options. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. 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 obligation under the option contract. A put option for a particular security gives the purchaser the right to sell the security at the stated exercise price 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.
Options trading is a highly specialized activity which entails greater than ordinary investment risk. Options on particular securities may be more volatile than the underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves. The Fund will write call options only if they are "covered." In the case of a call option on a security, the option is "covered" if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, liquid assets in such amount are held in a segregated account) upon conversion or exchange of other securities held by it. For a call option on an index, the option is covered if the Fund maintains with its custodian a portfolio of securities substantially replicating the movement of the index, or liquid assets equal to the contract value. A call option is also covered if the Fund holds a call on the same security or index as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written provided the Fund segregates liquid assets in the amount of the difference. The Fund will write put options only if they are "secured" by segregated liquid assets in an amount not less than the exercise price of the option at all times during the option period.
The Fund's obligation to sell a security subject to a covered call option written by it, or to purchase a security subject to a secured put option written by it, may be terminated prior to the expiration date of the option by the Fund's execution of a closing purchase transaction, which is effected by purchasing on an exchange an option of the same series (i.e., same underlying security, exercise price and expiration date) as the option previously written. Such a purchase does not result in the ownership of an option. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying security from being called, to permit the sale of the underlying security or to permit the writing of a new option containing different terms on such underlying security. The cost of such a liquidation purchase plus transaction costs may be greater than the premium received upon the original option, in which event the Fund will have incurred a loss in the transaction. There is no assurance that a liquid secondary market will exist for any particular option. An option writer, unable to effect a closing purchase transaction, will not be able to sell the underlying security (in the case of a covered call option) or liquidate the segregated assets (in the case of a secured put option) until the option expires or the optioned security is delivered upon exercise with the result that the writer in such circumstances will be subject to the risk of market decline or appreciation in the security during such period.
When the Fund purchases an option, the premium paid by it is recorded as an asset of the Fund. When the Fund writes an option, an amount equal to the net premium (the premium less the commission) received by the Fund is included in the liability section of the Fund's statement of assets and liabilities as a deferred credit. The amount of this asset or deferred credit will be subsequently marked-to-market to reflect the current value of the option purchased or written. The current value of the traded option is the last sale price or, in the absence of a sale, the mean between the last bid and asked prices. If an option purchased by the Fund expires unexercised, the Fund realizes a loss equal to the premium paid. If the Fund enters into a closing sale transaction on an option purchased by it, the Fund will realize a gain if the premium received by the Fund on the closing transaction is more than the premium paid to purchase the option, or a loss if it is less. If an option written by the Fund expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the
option is sold) and the deferred credit related to such option will be eliminated. If an option written by the Fund is exercised, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.
There are several risks associated with transactions in certain options. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. In addition, a liquid secondary market for particular options, whether traded over-the-counter or on a national securities exchange (an "Exchange"), may be absent for reasons, which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an Exchange on opening transactions or closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities; unusual or unforeseen circumstances may interrupt normal operations on an Exchange; the facilities of an Exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading value; or one or more Exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that Exchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the Options Clearing Corporation as a result of trades on that Exchange would continue to be exercisable in accordance with their terms.
OPTIONS ON FUTURES.
The Fund may purchase and write call and put options on futures contracts with respect to those securities listed on the S&P 500 Stock Index and enter into closing transactions with respect to such options to terminate an existing position. A futures option gives the holder, in return for the premium paid, the right to buy (call) from or sell (put) to the writer of the option a futures contract at a specified price at any time during the period of the option. Upon exercise, the writer of the option is obligated to pay the difference between the cash value of the futures contract and the exercise price. Like the buyer or seller of a futures contract, the holder, or writer, of an option has the right to terminate its position prior to the scheduled expiration of the option by selling, or purchasing an option of the same series, at which time the person entering into the closing transaction will realize a gain or loss. The Fund will be required to deposit initial margin and variation margin with respect to put and call options on futures contracts written by it pursuant to brokers' requirements. Net option premiums received will be included as initial margin deposits. As an example, in anticipation of a decline in interest rates, the Fund may purchase call options on futures contracts as a substitute for the purchase of futures contracts to hedge against a possible increase in the price of securities which the Fund intends to purchase. Similarly, if the value of the securities held by the Fund is expected to decline as a result of an increase in interest rates, the Fund might purchase put options or sell call options on futures contracts rather than sell futures contracts. The purchase of put options on futures contracts is a means of hedging against the risk of rising interest rates. The purchase of call options on futures contracts is a means of hedging against a market advance when the Fund is not fully invested.
Investments in futures options involve the same considerations that are involved in connection with investments in options. In addition, the purchase or sale of an option also entails the risk that changes in the value of the underlying futures contract will not correspond to changes in the value of the option purchased. Depending on the pricing of the option compared to either the futures contract upon which it is based, or upon the price of the securities being hedged, an option may or may not be
less risky than ownership of the futures contract or such securities. In general, the market prices of options can be expected to be more volatile than the market prices on the underlying futures contract. Compared to the purchase or sale of futures contracts, however, the purchase of call or put options on futures contracts may frequently involve less potential risk to the Fund because the maximum amount at risk is the premium paid for the options (plus transaction costs).
There is no assurance that the Fund will be able to close out its financial futures positions at any time, in which case it would be required to maintain the margin deposits on the contract. There can be no assurance that hedging transactions will be successful, as there may be imperfect correlations (or no correlations) between movements in the prices of the futures contracts and of the securities being hedged, or price distortions due to market conditions in the futures markets. Such imperfect correlations could have an impact on the Fund's ability to effectively hedge its securities. The Fund does not presently intend to invest more than 5% of its net assets in options on futures.
PAY-IN-KIND SECURITIES AND SPECIAL SITUATION BONDS.
To the extent consistent with its investment objective, the Fund may invest up to 5% of its net assets in pay-in-kind ("PIK") securities and special situation bonds. PIK securities may be debt obligations or preferred shares that provide the issuer with the option of paying interest or dividends on such obligations in cash or in the form of additional securities rather than cash. Similarly, zero coupon and capital appreciation bonds are debt securities issued or sold at a discount from their face value and do not entitle the holder to any periodic payment of interest prior to maturity or a specified date. Such securities are designed to give an issuer flexibility in managing cash flow. PIK securities that are debt securities can either be senior or subordinated debt and generally trade flat (i.e., without accrued interest). The trading price of PIK debt securities generally reflects the market value of the underlying debt plus an amount representing accrued interest since the last interest payment.
PIK securities, zero coupon bonds and capital appreciation bonds involve the additional risk that, unlike securities that periodically pay interest to maturity, the Fund will realize no cash until a specified future payment date unless a portion of such securities is sold and, if the issuer of such securities defaults, the Fund may obtain no return at all on its investment. In addition, even though such securities may not provide for the payment of current interest in cash, the Fund is nonetheless required to accrue income on such investments for each taxable year and generally is required to distribute such accrued amounts (net of deductible expenses, if any) to avoid being subject to tax. Because no cash is generally received at the time of the accrual, the Fund may be required to liquidate other portfolio securities to obtain sufficient cash to satisfy federal tax distribution requirements applicable to the Fund. Additionally, the market prices of PIK securities, zero coupon bonds and capital appreciation bonds generally are more volatile than the market prices of interest bearing securities and are likely to respond to a greater degree to changes in interest rates than interest bearing securities having similar maturities and credit quality.
Investments in special situation bonds also present special risk considerations. Special situation bonds are considered lower quality securities by traditional investment grade standards. While any investment carries risk, certain risks associated with lower quality securities are different from those for investment grade securities. The risk of loss through default is greater because lower quality securities are usually unsecured and are often subordinate to an issuer's other obligations. Additionally, the issuers of these securities frequently have high debt levels and are thus more sensitive to difficult economic conditions, individual corporate developments and rising interest rates. Consequently, the market price of these securities may be quite volatile and may result in wider fluctuations of the Fund's net asset value per share.
The market value of lower quality securities tends to reflect individual corporate developments to a greater extent than that of higher quality securities. Lower quality securities are often issued in connection with a corporate reorganization or restructuring, a bankruptcy, or as a part of a merger, acquisition, takeover or similar event. Such issuers are often highly leveraged, may not have available to them more traditional methods of financing and are generally less able than more established or less leveraged entities to make scheduled payments of principal and interest in the event of adverse economic developments or business conditions.
If an anticipated transaction associated with the issuance of such securities does not in fact occur, the Fund may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving highly leveraged or financially troubled companies, there is a potential risk of loss by the Fund of its entire investment in such securities. A holder's risk of loss from default is significantly greater for lower quality securities than is the case for holders of higher quality or investment grade securities. Even if such securities are held to maturity, recovery by the Fund of its initial investment and any anticipated income or appreciation will be uncertain. The Fund may also incur additional expenses in seeking recovery on defaulted securities.
The secondary market for lower quality securities is concentrated in relatively few market makers and is dominated by institutional investors, including mutual funds, insurance companies and other financial institutions. Accordingly, the secondary market for such securities is not as liquid as, and is more volatile than, the secondary market for higher quality securities. In addition, market trading volume for such securities is generally lower and the secondary market could contract under adverse market or economic conditions, independent of any specific adverse changes in the condition of a particular issuer. These factors may have an adverse effect on the market price and the Fund's ability to dispose of particular portfolio investments. A less developed secondary market may also make it more difficult for the Fund to obtain precise valuations of the lower quality securities in its portfolio.
STRUCTURED SECURITIES.
The Fund may invest up to 5% of its net assets in structured securities to the extent consistent with its investment objective. The value of the principal of and/or interest on structured securities is determined by reference to changes in the value of specific currencies, commodities, securities, indices or other financial indictors (the "Reference") or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Examples of structured securities include, but are not limited to, notes where the principal repayment at maturity is determined by the value of the relative change in two or more specified securities or securities indices.
The terms of some structured securities may provide that in certain circumstances no principal is due at maturity and, therefore, the Fund could suffer a total loss of its investment. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rate or the value of the security at maturity may be a multiple of the changes in the value of the Reference. Consequently, structured securities may entail a greater degree of market risk than other types of securities. Structured securities may also be more volatile, less liquid and more difficult to accurately price than less complex securities due to their derivative nature.
BANK AND CORPORATE OBLIGATIONS.
The Fund may purchase obligations of issuers in the banking industry, such as short-term obligations of bank holding companies, certificates of deposit, bankers' acceptances and time deposits issued by U.S. or foreign banks or savings institutions having total assets at the time of purchase in excess of $1 billion. Investment in obligations of foreign banks or foreign branches of U.S. banks may entail risks that are different from those of investments in obligations of U.S. banks due to differences in political, regulatory and economic systems and conditions. The Fund may also make interest-bearing savings deposits in commercial and savings banks in amounts not in excess of 5% of its total assets.
The Fund may invest in debt obligations, such as bonds and debentures, issued by corporations and other business organizations. An issuer of debt obligations may default on its obligation to pay interest and repay principal. Also, changes in the financial strength of an issuer or changes in the credit rating of a security may affect its value. See Appendix "A" for a description of corporate debt ratings.
WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS.
When the Fund agrees to purchase securities on a when-issued basis or enters into a forward commitment to purchase securities, the Custodian will set aside cash, U.S. government securities or other liquid assets equal to the amount of the purchase or the commitment in a separate account. The market value of the separate account will be monitored and if such market value declines, the Fund will be required subsequently to place additional assets in the separate account in order to ensure that the value of the account remains equal to the amount of the Fund's commitments.
The Fund will make commitments to purchase securities on a when-issued basis or to purchase or sell securities on a forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a matter of investment strategy, however, the Fund may dispose of or renegotiate a commitment after it is entered into, and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. In these cases, the Fund may realize a capital gain or loss.
The value of the securities underlying a when-issued purchase or a forward commitment to purchase securities, and any subsequent fluctuations in their value, is taken into account when determining the Fund's net asset value starting on the day that the Fund agrees to purchase the securities. The Fund does not earn interest on the securities committed to purchase until the securities are paid for and delivered on the settlement date. When the Fund makes a forward commitment to sell securities, the proceeds to be received upon settlement are included in the Fund's assets, and fluctuations in the value of the underlying securities are not reflected in the Fund's net asset value as long as the commitment remains in effect.
COMMERCIAL PAPER.
The Fund may purchase commercial paper rated (at the time of purchase) "A-1" by S&P or "Prime-1" by Moody's or, when deemed advisable by the Fund's Adviser, issues rated "A-2" or "Prime-2" by S&P or Moody's, respectively. These rating symbols are described in Appendix "A" hereto. The Fund may also purchase unrated commercial paper provided that such paper is determined to be of comparable quality by the Fund's Adviser pursuant to guidelines approved by the Board of Directors. Commercial paper issues in which the Fund may invest include securities issued by corporations without registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemption from such registration afforded by Section 3(a)(3) thereof, and commercial paper issued in reliance on the so-called "private placement" exemption from registration, which is afforded by Section 4(2) of the Securities Act ("Section 4(2) paper"). Section 4(2) paper is restricted as to disposition under the federal securities laws in that any resale must similarly be made in an exempt transaction. Section 4(2) paper is normally resold to other institutional investors through or with the assistance of investment dealers who make a market in Section 4(2) paper, thus providing liquidity. The Fund does not presently intend to invest more than 5% of its net assets in commercial paper.
FOREIGN SECURITIES.
The Fund may invest in foreign securities (including equity securities of foreign issuers trading in U.S. Markets), either directly or indirectly through American Depositary Receipts and through Global or European Depositary Receipts. ADRs are securities, typically issued by a U.S. financial institution (a "depository"), that evidence ownership interests in a security or pool of securities issued by a foreign issuer and deposited with the depository. ADRs may be listed on a national securities exchange or may trade in the over-the-counter market. ADR prices are denominated in United States dollars; the underlying security may be denominated in a foreign currency. GDRs and EDRs are securities that represent ownership interests in a security or pool of securities issued by a non-U.S. or U.S. corporation. Depositary receipts may be available through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and the depository, whereas an unsponsored facility is established by the depository without participation by the issuer of the underlying security. Holders of unsponsored depositary receipts generally bear all of the costs of the unsponsored facility. The depository of an unsponsored facility is frequently under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through, to the holders of the receipts, voting rights with respect to the deposited securities. The depository of unsponsored depositary receipts may provide less information to receipt holders. Investments in depositary receipts do not eliminate the risks in investing in foreign issuers. The underlying security may be subject to foreign government taxes which would reduce the yield on such securities. Investments in foreign securities involve higher costs than investments in U.S. securities, including higher transaction costs as well as the imposition of additional taxes by foreign governments. In addition, foreign investments may include additional risks associated with currency exchange rates, less complete financial information about the issuers, less market liquidity and political stability. Future political and economic information, the possible imposition of withholding taxes on interest income, the possible seizure or nationalization of foreign holdings, the possible establishment of exchange controls, or the adoption of other governmental restrictions, might adversely affect the payment of principal and interest on foreign obligations.
Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although the Fund endeavors to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of securities exchanges, brokers, dealers and listed companies than in the United States. Settlement mechanics (e.g., mail service between the United States and foreign countries) may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities.
Foreign markets also 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. Such delays in settlement could result in temporary periods when a portion of the assets of the Fund is uninvested and no return is earned thereon. The inability of the Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of Fund securities due to settlement problems could result either in losses to the Fund due to subsequent declines in value of the securities, or, if the Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth or gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Although the Fund may invest in securities denominated in foreign currencies, the Fund values its securities and other assets in U.S. dollars. As a result, the net asset value of the Fund's shares may fluctuate with U.S. dollar exchange rates as well as the price changes of the Fund's securities in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the currencies in which the Fund makes its investments could reduce the effect of increases and magnify the effect of decreases in the price of the Fund's securities in their local markets. Conversely, a decrease in the value of the U.S. dollar may have the opposite effect of magnifying the effect of increases and reducing the effect of decreases in the prices of the Fund's securities in its foreign markets. In addition to favorable and unfavorable currency exchange rate developments, the Fund is subject to the possible imposition of exchange control regulations or freezes on convertibility of currency.
SHORT SALES.
The Fund may enter into short sales. Short sales are transactions in which the Fund sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out.
Until the Fund replaces a borrowed security in connection with a short sale, the Fund will: (a) maintain daily a segregated account, containing cash, cash equivalents, or liquid marketable securities, at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount deposited in the segregated account plus the amount deposited with the broker as collateral will not be less than the market
value of the security at the time it was sold short; or (b) otherwise cover its short position in accordance with positions taken by the Staff of the Securities and Exchange Commission.
The Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or amounts in lieu of interest the Fund may be required to pay in connection with a short sale. The Fund may purchase call options to provide a hedge against an increase in the price of a security sold short by the Fund. See "Futures and Options" above.
The Fund anticipates that the frequency of short sales will vary substantially in different periods, and it does not intend that any specified portion of its assets, as a matter of practice, will be invested in short sales. However, no securities will be sold short if, after effect is given to any such short sale, the total market value of all securities sold short would exceed 100% of the value of the Fund's net assets.
SHORT SALES "AGAINST THE BOX."
In addition to the short sales discussed above, the Fund may make short sales "against the box," a transaction in which the Fund enters into a short sale of a security that the Fund owns. The proceeds of the short sale will be held by a broker until the settlement date at which time the Fund delivers the security to close the short position. The Fund receives the net proceeds from the short sale. It currently is anticipated that the Fund will make short sales against the box for purposes of protecting the value of the Fund's net assets.
In a short sale, the Fund sells a borrowed security and has a corresponding obligation to the lender to return the identical security. The Fund may engage in short sales if at the time of the short sale it owns or has the right to obtain, at no additional cost, an equal amount of the security being sold short. This investment technique is known as a short sale "against the box." 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 the 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. The Fund will not engage in short sales against the box for speculative purposes. The 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 possibly to defer recognition of gain or loss for federal income tax purposes. (A short sale against the box will defer recognition of gain for federal income tax purposes only if the Portfolio subsequently closes the short position by making a purchase of the relevant securities no later than 30 days after the end of the taxable year. The original long position must also be held for the sixty days after the short position is closed.) 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.
EUROPEAN CURRENCY UNIFICATION.
Many European countries have adopted a single European currency, the euro. On January 1, 1999, the euro became legal tender for all countries participating in the Economic and Monetary Union ("EMU"). A new European Central Bank has been created to manage the monetary policy of the new unified region. On the same date, the exchange rates were irrevocably fixed between the EMU member countries. National currencies will continue to circulate until they are replaced by euro coins and bank notes by the middle of 2002.
This change is likely to significantly impact the European capital markets in which the Fund may invest and may result in the Fund facing additional risks in pursuing its investment objective. These risks, which include, but are not limited to, uncertainty as to proper tax treatment of the currency conversion, volatility of currency exchange rates as a result of the conversion, uncertainty as to capital market reaction, conversion costs that may affect issuer profitability and creditworthiness, and lack of participation by some European countries, may increase the volatility of the Fund's net asset value per share.
FORWARD CURRENCY TRANSACTIONS.
The Fund's participation in forward currency contracts will be limited to hedging involving either specific transactions or portfolio positions. Transaction hedging involves the purchase or sale of foreign currency with respect to specific receivables or payables of the Fund generally arising in connection with the purchase or sale of its portfolio securities. The purpose of transaction hedging is to "lock in" the U.S. dollar equivalent price of such specific securities. Position hedging is the sale of foreign currency with respect to portfolio security positions denominated or quoted in that currency. The Fund will not speculate in foreign currency exchange transactions. Transaction and position hedging will not be limited to an overall percentage of the Fund's assets, but will be employed as necessary to correspond to particular transactions or positions. The Fund may not hedge its currency positions to an extent greater than the aggregate market value (at the time of entering into the forward contract) of the securities held in its portfolio denominated, quoted in, or currently convertible into that particular currency. When the Fund engages in forward currency transactions, certain asset segregation requirements must be satisfied to ensure that the use of foreign currency transactions is unleveraged. When the Fund takes a long position in a forward currency contract, it must maintain a segregated account containing liquid assets equal to the purchase price of the contract, less any margin or deposit. When the Fund takes a short position in a forward currency contract, the Fund must maintain a segregated account containing liquid assets in an amount equal to the market value of the currency underlying such contract (less any margin or deposit), which amount must be at least equal to the market price at which the short position was established. Asset segregation requirements are not applicable when the Fund "covers" a forward currency position generally by entering into an offsetting position.
The transaction costs to the Fund of engaging in forward currency transactions vary with factors such as the currency involved, the length of the contract period and prevailing currency market conditions. Because currency transactions are usually conducted on a principal basis, no fees or commissions are involved. The use of forward currency contracts does not eliminate fluctuations in the underlying prices of the securities being hedged, but it does establish a rate of exchange that can be achieved in the future. Thus, although forward currency contracts used for transaction or position
hedging purposes may limit the risk of loss due to an increase in the value of the hedged currency, at the same time they limit potential gain that might result were the contracts not entered into. Further, the Adviser may be incorrect in its expectations as to currency fluctuations, and the Fund may incur losses in connection with its currency transactions that it would not otherwise incur. If a price movement in a particular currency is generally anticipated, the Fund may not be able to contract to sell or purchase that currency at an advantageous price.
At or before the maturity of a forward sale contract, the Fund may sell a portfolio security and 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 which it is obligated to deliver. If the Fund retains the portfolio security and engages in an offsetting transaction, the Fund, at the time of execution of the offsetting transaction, will incur a gain or a loss to the extent that movement has occurred in forward contract prices. Should forward prices decline during the period between the Fund's entering into a forward contract for the sale of a currency and the date it enters into an offsetting contract for the purchase of the currency, the Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Fund will suffer a loss to the extent the price of the currency it has agreed to sell is less than the price of the currency it has agreed to purchase in the offsetting contract. The foregoing principles generally apply also to forward purchase contracts.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS.
In order to protect against a possible loss on investments resulting from a decline or appreciation in the value of a particular foreign currency against the U.S. dollar or another foreign currency or for other reasons, the Fund is authorized to enter into forward currency exchange contracts. These contracts involve an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather may allow the Fund to establish a rate of exchange for a future point in time.
The Fund may enter into forward foreign currency exchange contracts in several circumstances. When entering into a contract for the purchase or sale of a security, the Fund may enter into a contract for the amount of the purchase or sale price to protect against variations, between the date the security is purchased or sold and the date on which payment is made or received, in the value of the foreign currency relative to the U.S. dollar or other foreign currency.
When the Adviser anticipates that a particular foreign currency may decline substantially relative to the U.S. dollar or other leading currencies, in order to reduce risk, the Fund may enter into a forward contract to sell, for a fixed amount, the amount of foreign currency approximating the value of some or all of the Fund's securities denominated in such foreign currency. Similarly, when the securities held by the Fund create a short position in a foreign currency, the Fund may enter into a forward contract to buy, for a fixed amount, an amount of foreign currency approximating the short position. With respect to any forward foreign currency contract, it will generally not be possible to precisely match the amount covered by that contract and the value of the securities involved due to the changes in the values of such securities resulting from market movements between the date the forward contract is entered into and the date it matures. While forward contracts may offer protection from losses resulting from declines or appreciation in the value of a particular foreign currency, they
also limit potential gains which might result from changes in the value of such currency. The Fund will also incur costs in connection with forward foreign currency exchange contracts and conversions of foreign currencies and U.S. dollars. In addition, the Adviser may purchase or sell forward foreign currency exchange contracts for the Fund for non-hedging purposes when the Adviser anticipates that the foreign currency will appreciate or depreciate in value.
A separate account consisting of liquid assets, such as cash, U.S. Government securities or other liquid high grade debt obligations, equal to the amount of the Fund's assets that could be required to consummate forward contracts will be established with the Fund's Custodian except to the extent the contracts are otherwise "covered." For the purpose of determining the adequacy of the securities in the account, the deposited securities will be valued at market or fair value. If the market or fair value of such securities declines, additional cash or securities will be placed in the account daily so that the value of the account will equal the amount of such commitments by the Fund. A forward contract to sell a foreign currency is "covered" if the Fund owns the currency (or securities denominated in the currency) underlying the contract, or holds a forward contract (or call option) permitting the Fund to buy the same currency at a price no higher than the Fund's price to sell the currency. A forward contract to buy a foreign currency is "covered" if the Fund holds a forward contract (or put option) permitting the Fund to sell the same currency at a price as high as or higher than the Fund's price to buy the currency.
MONEY MARKET INSTRUMENTS.
The Fund may invest in "money market instruments," for purposes of temporary defensive measures which include, among other things, bank obligations. Bank obligations include bankers' acceptances, negotiable certificates of deposit, and non-negotiable time deposits earning a specified return and issued by a U.S. bank which is a member of the Federal Reserve System or insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC"), or by a savings and loan association or savings bank which is insured by the Savings Association Insurance Fund of the FDIC. Such deposits are not FDIC insured and the Fund bears the risk of bank failure. Bank obligations also include U.S. dollar-denominated obligations of foreign branches of U.S. banks and obligations of domestic branches of foreign banks. Such investments may involve risks that are different from investments in securities of domestic branches of U.S. banks. These risks may include future unfavorable political and economic developments, possible withholding taxes on interest income, seizure or nationalization of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on the securities held in the Fund. Additionally, these institutions may be subject to less stringent reserve requirements and to different accounting, auditing, reporting and recordkeeping requirements than those applicable to domestic branches of U.S. banks. The Fund will invest in obligations of domestic branches of foreign banks and foreign branches of domestic banks only when the Adviser believes that the risks associated with such investment are minimal. The value of money market instruments tends to fall when current interest rates rise. Money market instruments are generally less sensitive to interest rate changes than longer-term securities.
INVESTMENT LIMITATIONS
The Fund 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). As used in this Statement of Additional Information and
in the Prospectuses, "shareholder approval" and a "majority of the outstanding shares" of a class, series or Fund means, with respect to the approval of an investment advisory agreement, a distribution plan or a change in a fundamental investment limitation, the lesser of (1) 67% of the shares of the particular class, series or Fund represented at a meeting at which the holders of more than 50% of the outstanding shares of such class, series or Fund are present in person or by proxy, or (2) more than 50% of the outstanding shares of such class, series or Fund. The Fund's investment goals and strategies described in the Prospectuses may be changed by the Company's Board of Directors without the approval of the Fund's shareholders. The Fund may not:
1. Borrow money or issue senior securities, except that the Fund may borrow from banks and enter into reverse repurchase agreements and may enter into dollar rolls for temporary purposes in amounts up to one-third of the value of the Fund's respective total assets at the time of such borrowing and provided that there is at least 300% asset coverage for the borrowings of the Fund. The Fund may not mortgage, pledge or hypothecate any assets, except in connection with any such borrowing and then in amounts not in excess of one-third of the value of the Fund's total assets at the time of such borrowing. However the amount shall not be in excess of the lesser of the dollar amounts borrowed or 33 1/3% of the value of the Fund's total assets at the time of such borrowing, provided that: (a) short sales and related borrowings of securities are not subject to this restriction; and (b) for the purposes of this restriction, collateral arrangements with respect to options; short sales; stock index, interest rate, currency or other futures; options on futures contracts; collateral arrangements with respect to initial and variation margin and collateral arrangements with respect to swaps and other derivatives are not deemed to be a pledge or other encumbrance of assets, and provided that any collateral arrangements with respect to the writing of options, futures contracts and options on futures contracts and collateral arrangements with respect to initial and variation margin are not deemed to be a pledge of assets. The Fund will not purchase securities while aggregate borrowings (including reverse repurchase agreements, dollar rolls and borrowings from banks) are in excess of 5% of total assets. Securities held in escrow or separate accounts in connection with the Fund's investment practices are not considered to be borrowings or deemed to be pledged for purposes of this limitation; (For purposes of this Limitation No. 1, any collateral arrangements with respect to, if applicable, the writing of options and futures contracts, options on futures contracts, and collateral arrangements with respect to initial and variation margin are not deemed to be a pledge of assets).
2. Issue any senior securities, except as permitted under the 1940 Act; (For purposes of this Limitation No. 2, neither the collateral arrangements with respect to options and futures identified in Limitation No. 1, nor the purchase or sale of futures or related options are deemed to be the issuance of senior securities).
3. Act as an underwriter of securities within the meaning of the Securities Act, except insofar as it might be deemed to be an underwriter upon disposition of certain portfolio securities acquired within the limitation on purchases of restricted securities;
4. Purchase or sell real estate (including real estate limited partnership interests), provided that the Fund may invest: (a) in securities secured by real estate or interests therein or
issued by companies that invest in real estate or interests therein; or
(b) in real estate investment trusts;
5. Purchase or sell commodities or commodity contracts, except that the Fund may deal in forward foreign exchanges between currencies of the different countries in which it may invest and purchase and sell stock index and currency options, stock index futures, financial futures and currency futures contracts and related options on such futures;
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;
7. Invest 25% or more of its total assets, taken at market value at the time of each investment, in the securities of issuers in any particular industry (excluding the U.S. Government and its agencies and instrumentalities); or
8. Purchase the securities of any one issuer, other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, if immediately after and as a result of such purchase, more than 5% of the value of the Fund's total assets would be invested in the securities of such issuer, or more than 10% of the outstanding voting securities of such issuer would be owned by the Fund, except that up to 25% of the value of the Fund's total assets may be invested without regard to such limitations.
The Fund may invest in securities issued by other investment companies within the limits prescribed by the 1940 Act. As a shareholder of another investment company, the Fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations.
Securities held by the Fund generally may not be purchased from, sold or loaned to the Adviser or its affiliates or any of their directors, officers or employees, acting as principal, unless pursuant to a rule or exemptive order under the 1940 Act.
If a percentage restriction under one of the Fund's investment policies or limitations or the use of assets is adhered to at the time a transaction is effected, later changes in percentages resulting from changing values will not be considered a violation (except with respect to any restrictions that may apply to borrowings or senior securities issued by the Fund).
MANAGEMENT OF THE COMPANY
DIRECTORS AND OFFICERS
The business and affairs of the Company are managed under the direction of the Company's Board of Directors. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are:
INDEPENDENT DIRECTORS*:
POSITION(S) TERM OF OFFICE
HELD WITH AND LENGTH OF
NAME, ADDRESS AND AGE** COMPANY TIME SERVED*** PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
Julian A. Brodsky Director Since 1988 Director and Vice Chairman, since 1969, Comcast
Age: 68 Corporation (cable television and communications);
Director, NDS Group PLC.
Francis J. McKay Director Since 1988 Since 1963, Vice President, Fox Chase Cancer Center
Age: 66 (biomedical research and medical care).
Arnold M. Reichman Director Since 1991 Director, Gabelli Partners, L.P. (an investment
Age: 53 partnership) since December 2000; Chief Operating Officer
and member of the Board of Directors of Outercurve
Technologies (wireless enabling services) until April
2001; Chief Operating Officer and a member of the
Executive Operating Committee of Warburg Pincus Asset
Management, Inc.; Executive Officer and Director of Credit
Suisse Asset Management Securities, Inc. (formerly
Counselors Securities, Inc.) and Director/Trustee of
various investment companies advised by Warburg Pincus
Asset Management, Inc. until September 15, 1999; Prior to
1997, Managing Director of Warburg Pincus Asset
Management, Inc.
Donald van Roden Director and Since 1988 Self-employed businessman. From February 1980 to March
Age: 77 Chairman of 1987, Vice Chairman, SmithKline Beecham Corporation
the Board (pharmaceuticals).
INTERESTED DIRECTORS*:
Robert Sablowsky Director Since 1991 Executive Vice President of Fahnestock Co., Inc. (a
Age: 63 registered broker-dealer).
Marvin E. Sternberg Director Since 1988 Since 1974, Chairman, Director and President, Moyco
Age: 67 Technologies, Inc. (manufacturer of precision coated and
industrial abrasives).
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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY OTHER DIRECTORSHIPS HELD BY
NAME, ADDRESS AND AGE** DIRECTOR**** DIRECTOR*****
Julian A. Brodsky 14 Director: Comcast Corporation
Age: 68 (cable television and
communications).
Francis J. McKay 14 None
Age: 66
Arnold M. Reichman 14 None
Age: 53
Donald van Roden 14 None
Age: 77
INTERESTED DIRECTOR
Robert Sablowsky 1 14 None
Age: 63
Marvin E. Sternberg 1 14 Chairman and Director:
Age: 67 Moyco Technologies, Inc.
(manufacturer of precision
coated and industrial
abrasives)
1 Mr. Sablowsky is considered an "interested Director" of the Company by
virtue of his position as an officer of a registered broker dealer. Mr.
Sternberg is considered an "interested Director" of the Company by virtue
of his banking transactions with PNC Bank, an affiliate of one of the
Company's investment advisers.
* Directors who are not deemed to be "interested persons" of the Company as
defined in the 1940 Act are referred to as "independent Directors."
Directors who are deemed to be "interested persons" of the Company are
referred to as "interested Directors".
** Each Director may be contacted by writing to the Director, c/o Edward J.
Roach, The RBB Fund, Inc., Suite 100, Bellevue Park Corporate Center, 400
Bellevue Parkway, Wilmington, DE 19809.
*** Each Director will hold office for an indefinite term until the earliest
of (i) the next meeting of shareholders, if any, called for the purpose of
considering the election or re-election of such Director and until the
election and qualification of his or her successor, if any, elected, at
such meeting, or (ii) the date a Director resigns or retires, or a
Director is removed by the Board of Directors or shareholders.
**** The RBB Fund, Inc. consists of 14 portfolios, including the portfolio
described in this Statement of Additional Information. The Fund Complex
includes the Company and all other registered investment companies for
which the investment advisers of the Company or their affiliates serve as
investment adviser.
***** This column includes only directorships of companies required to report to
the SEC under the Securities Exchange Act of 1934 (i.e. public companies)
or other investment companies registered under the 1940 Act.
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22 and 23
OFFICERS OF THE COMPANY:
POSITIONS HELD TERM OF OFFICE
NAME, ADDRESS AND AGE WITH THE AND LENGTH OF
COMPANY TIME SERVED*
Edward J. Roach President Since 1991
Suite 100 Treasurer Since 1988
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
Age: 77
Timothy K. Biedrzycki Secretary Since 2000
Suite 100 Assistant
Bellevue Park Corporate Center Treasurer Since 1998
400 Bellevue Parkway
Wilmington, DE 19809
Age: 53
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NAME, ADDRESS AND AGE
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
Edward J. Roach Certified Public Accountant; Vice Chairman of the Board, Fox Chase Cancer Center; Trustee
Suite 100 Emeritus, Pennsylvania School for the Deaf; Trustee Emeritus, Immaculata College; President or
Bellevue Park Corporate Center Vice President and Treasurer of various investment companies advised by subsidiaries of PNC Bank
400 Bellevue Parkway Corp. (1981-1997); Managing General Partner and Treasurer of Chestnut Street Exchange Fund;
Wilmington, DE 19809 Director of the Bradford Funds, Inc. (1996-2000).
Age: 77
Timothy K. Biedrzycki Director and Vice President, PFPC, Inc., since 1998; Director and Vice President, Federated
Suite 100 Services Company (1994-1997).
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
Age: 53
* Each officer shall hold office at the pleasure of the Board of Directors until
the next annual meeting of the Company or until his or her successor is duly
elected and qualified, or until he or she dies, resigns, is removed, or becomes
disqualified.
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STANDING BOARD COMMITTEES
The Board of Directors has established three standing committees in connection with their governance of the Company: Audit; Executive; and Nominating.
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. During the fiscal year ended August 31, 2001, the Audit Committee convened three times.
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. The Executive Committee did not convene during the fiscal year ended August 31, 2001.
Messrs. McKay, 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 Nominating Committee will consider nominees recommended by shareholders. Recommendations should be submited to the Committee in care of the Company's Secretary. The Nominating Committee did not convene during the fiscal year ended August 31, 2001.
DIRECTOR OWNERSHIP OF SHARES OF THE COMPANY
The following table shows the dollar range of shares of the Company owned by each Director in the investment portfolios of the Company.
INFORMATION AS OF DECEMBER 31, 2001
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
NAME OF THE DIRECTOR DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND ALL PORTFOLIOS IN MUTUAL FUND FAMILY
Julian A. Brodsky None None
Francis J. McKay None $50,001-$100,000
Arnold M. Reichman None None
Robert Sablowsky None Over $100,000
Marvin E. Sternberg None None
Donald van Roden None None
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DIRECTORS' COMPENSATION.
The Company currently pays directors $15,000 annually and $1,000 per meeting of the Board or any committee thereof that is not held in conjunction with a Board meeting. In addition, the Chairman of the Board receives an additional fee of $6,000 per year for his services in this capacity. Directors are reimbursed for any expenses incurred in attending meetings of the Board of Directors or any committee thereof. For the year ended August 31, 2001, each of the following members of the Board of Directors received compensation from RBB in the following amounts:
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TOTAL COMPENSATION FROM
COMPENSATION FROM BENEFITS ACCRUED AS BENEFITS UPON FUND AND FUND COMPLEX
NAME OF PERSON/POSITION REGISTRANT PART OF FUND EXPENSES RETIREMENT PAID TO DIRECTORS
------------------------------------------------------------------------------------------------------------------------------------
Julian A. Brodsky, $ 21,250 N/A N/A $ 21,250
Director
Francis J. McKay, $ 22,500 N/A N/A $ 22,500
Director
Arnold M. Reichman, $ 18,750 N/A N/A $ 18,750
Director
Robert Sablowsky, $ 21,250 N/A N/A $ 21,250
Director
Marvin E. Sternberg, $ 22,500 N/A N/A $ 22,500
Director
Donald van Roden, $ 27,250 N/A N/A $ 27,250
Director and Chairman
|
On October 24, 1990, the Company adopted, as a participating employer, the Fund Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement plan for employees (currently Edward J. Roach) pursuant to which the Company will contribute on a quarterly basis amounts equal to 10% of the quarterly compensation of each eligible employee. By virtue of the services performed by the Company's advisers, custodians, administrators and distributor, the Company itself requires only one part-time employee. No officer, director or employee of the Adviser or the Distributor currently receives any compensation from the Company.
CODE OF ETHICS.
The Company, the Adviser and PFPC Distributors, Inc. have adopted codes of ethics that permit personnel subject to the codes to invest in securities, including securities that may be purchased or held by the Company.
CONTROL PERSONS
As of April 26, 2002, 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.
------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
CASH PRESERVATION PFPC Trust Company CUST FBO
MONEY MARKET Karen M. McElhinny 33.71%
and Contribution Account
4943 King Arthur Drive
Erie, PA 16506-3959
------------------------------------- ------------------------------------------------------- ------------------------
Theresa M. Palmer 10.92%
5731 N 4th Street
Philadelphia, PA 19120-2323
------------------------------------- ------------------------------------------------------- ------------------------
Virginia M. Brennan and Donald L. Newell
JT TEN WROS 5.16%
216 Garfield Road
King of Prussia, PA 19406-2415
------------------------------------- ------------------------------------------------------- ------------------------
David F. Miller and Cynthia M. Miller
JT TEN WROS 18.41%
981 Oakcrest Lane
Media, PA 19063-2223
------------------------------------- ------------------------------------------------------- ------------------------
Helen M. Ellenby 11.40%
503 Falcon Lane
West Chester, PA 19382-5716
------------------------------------- ------------------------------------------------------- ------------------------
Marian E. Kunz 6.00%
301 Norristown Road APT E103
Ambler, PA 19002-2776
------------------------------------- ------------------------------------------------------- ------------------------
SANSOM STREET Saxon and Co.
MONEY MARKET c/o PNC Bank, N.A. 94.49%
F6-F266-02-2
8800 Tinicum Blvd.
Philadelphia, PA 19153-3111
------------------------------------- ------------------------------------------------------- ------------------------
Painewebber 5.44%
C/O SAL Pace Managed Account Services
A/C 32 32 400 4000038
1200 Harbor BLVD STE 3
Weehawken, NJ 07086-6728
------------------------------------- ------------------------------------------------------- ------------------------
27
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------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
CASH PRESERVATION Kenneth Farwell and Valerie Farwell
MUNICIPAL MONEY MARKET JT TEN 70.45%
3854 Sullivan Ave
Saint Louis, MO 63107-2001
------------------------------------- ------------------------------------------------------- ------------------------
David L. Ferguson and Jill A. Ferguson
JT TEN 5.54%
1840 Nashville Lane
Crystal Lake, IL 60014-2919
------------------------------------- ------------------------------------------------------- ------------------------
N/I MICRO CAP FUND Public Institute for Social Security 27.77%
1001 19th St., N.
16th Flr.
Arlington, VA 22209-1722
------------------------------------- ------------------------------------------------------- ------------------------
McKinsey Master Retirement Trust 13.47%
C/O Paul Harris Management, Inc.
114 W. 47th Street
20th Floor
New York, NY 10036-1525
------------------------------------- ------------------------------------------------------- ------------------------
Janis Claflin, Bruce Fetzer and 8.02%
Winston Franklin
Robert Lehman Trust.
The John Fetzer Institute, Inc.
U/A DTD 06-1992
Attn: Christina Adams
9292 West KL Ave
Kalamazoo, MI 49009-5316
------------------------------------- ------------------------------------------------------- ------------------------
Louisa Stude Sarofilm Foundation 5.34%
DTD 01/04/91
C/O Nancy Head
1001 Fannin Street Suite 4700
Houston, TX 77002-6798
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc 7.60%
Special Custody Account for the Exclusive
Benefit of Customers
A/C 3143-0251
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
28
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------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
N/I GROWTH FUND Citibank North America Inc. 56.73%
Sargent & Lundy Retirement Trust
DTD 06/01/96
Mutual Fund Unit
Bld. B Floor 1 Zone 7
3800 Citibank Center
Tampa, FL 33610-9122
------------------------------------- ------------------------------------------------------- ------------------------
Louisa Stude Sarofim Foundation 7.49%
C/O Nancy Head
DTD 01/04/91
1001 Fannin Street, Suite 4700
Houston, TX 77002 -6798
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc 5.55%
Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
N/I MID CAP National Investor Services Corp. 6.61%
for the Exclusive Benefit of Our Customers
55 Water St. 32nd Floor
New York, NY 10041-3299
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc 20.62%
Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
N/I SMALL CAP VALUE FUND National Investors Services Corp. 15.48%
for the Exclusive Benefit of Our Customers
55 Water St. 32nd Floor
New York, NY 10041-3299
------------------------------------- ------------------------------------------------------- ------------------------
29
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------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
McKinsey Master Retirement Trust 6.63%
McKinsey and Company U/A DTD 1994
C/O Paul Harris Management Inc.
114 W. 47th Street
20th Floor
New York, NY 10036-1525
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc. 26.73%
Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
BOSTON PARTNERS LARGE CAP VALUE Union Bank of California 14.73%
FUND - FBO Service Employees BP 610001265-01
INSTITUTIONAL SHARES P.O. Box 85484
San Diego, CA 92186-5484
------------------------------------- ------------------------------------------------------- ------------------------
Northern Trust Company 18.29%
FBO AEFC Pension Trust
A/C 22-53582
P. O. Box 92956
Chicago, IL 60675-2956
------------------------------------- ------------------------------------------------------- ------------------------
U.S. Bank National Association 15.33%
FBO A-Dec Inc. DOT 093098
P.O. Box 1787
Milwaukee, WI 53201-1787
------------------------------------- ------------------------------------------------------- ------------------------
Swanee Hunt and Charles Ansbacher 16.67%
Trust Swanee Hunt Family Foundation
C/O Beth Benham
168 Brattle Street
Cambridge, MA 02138-3309
------------------------------------- ------------------------------------------------------- ------------------------
Samuel Gray and Ronald Williams and David Younggren 6.24%
Trust Gary Tax Advantaged PRO and PSP 370
17th Street Suite 5300
Denver, CO 80202-5653
------------------------------------- ------------------------------------------------------- ------------------------
30
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------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc. 10.08%
Special Custody Account
for Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
BOSTON PARTNERS LARGE CAP VALUE National Financial Services Corp. 8.40%
FUND INVESTOR SHARES for Exclusive Benefit of Our Customers
Attention: Mutual Funds
5th Floor
200 Liberty St. 1 World Financial Center
New York, NY 10281-1003
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc. 77.78%
Special Custody Account
for Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
BOSTON PARTNERS MID CAP VALUE FUND Belmont Hill School, Inc. 8.31%
INSTITUTIONAL SHARES 350 Prospect Street
Belmont, MA 02478-2656
------------------------------------- ------------------------------------------------------- ------------------------
MAC & Co. 18.82%
A/C CHIF1001182
FBO Childrens Hospital LA
P.O. Box 3198
Pittsburgh, PA 15230-3198
------------------------------------- ------------------------------------------------------- ------------------------
MAC & Co. 14.89%
A/C BPHF3006002
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
------------------------------------- ------------------------------------------------------- ------------------------
USB 19.70%
Custody SIS of Order of St. Bene
P.O. Box 1787
Milwaukee, WI 53201-1787
------------------------------------- ------------------------------------------------------- ------------------------
31
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------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
American Express Trust Co. 17.20%
FBO American Express
Retirement Serv Plans
Attn: Pat Brown
50534 AXP Financial Center
Minneapolis, MN 55474-0505
------------------------------------- ------------------------------------------------------- ------------------------
BOSTON PARTNERS MID CAP VALUE FUND National Financial Services Corp. 29.69%
- INVESTOR SHARES for Exclusive Benefit of Our Customers
Attn: Mutual Funds
5th Floor
200 Liberty St.
New York, NY 10281-1003
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc. 32.48%
Special Custody Account
for Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
BOSTON PARTNERS A Cleveland R. Dastin and W. Donovan 5.41%
SMALL CAP VALUE FUND II T. Burback J. Dibrigidu
-INSTITUTIONAL SHARES Trst. Sheehan Phinney Bass & Green
Profit Sharing Plan
1000 Elm Street
Manchester, NH 03101-1730
------------------------------------- ------------------------------------------------------- ------------------------
National Financial Services Corp. 12.58%
for the Exclusive Benefit of Our Customers
Attn: Mutual Funds
5th Floor
200 Liberty St.
1 World Financial Center
New York, NY 10281-1003
------------------------------------- ------------------------------------------------------- ------------------------
National Investor Services Corp. 9.20%
FBO Exclusive Benefit for Our Customers
55 Water St.
New York, NY 10041-0004
------------------------------------- ------------------------------------------------------- ------------------------
Naidot and Co. 5.84%
Bessemer Trust Company
100 Woodbridge Avenue
Woodbridge, NJ 07095-3336
------------------------------------- ------------------------------------------------------- ------------------------
32
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------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
Georgetown Memorial Hospital 5.16%
Depreciation Fund
P.O. Box 1718
Georgetown, SC 29442-1718
------------------------------------- ------------------------------------------------------- ------------------------
MCNC Endowment 13.23%
P.O. Box 110023
Research Triangle Park, NC 27709-5023
------------------------------------- ------------------------------------------------------- ------------------------
Plumbers and Steamfitters 8.02%
Local No. 7 Pension Fund
Robert M. Valenty, Administrator
Mary Ellen Smith,
Assistant Administrator
308 Wolf Road
Latham, NY 12110-4802
------------------------------------- ------------------------------------------------------- ------------------------
BOSTON PARTNERS SMALL CAP VALUE National Financial Services Corp. 36.04%
FUND II - INVESTOR SHARES for the Exclusive Benefit of Our Customers
Attn: Mutual Funds
5th Floor
200 Liberty St.
1 World Financial Center
New York, NY 10281-1003
------------------------------------- ------------------------------------------------------- ------------------------
National Investors Services Corp. 7.48%
FBO Exclusive Benefit of Our Customers
55 Water Street
New York, NY 10041-0004
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc. 40.67%
Special Custody Account for
Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
BOSTON PARTNERS LONG/SHORT EQUITY National Investors Services Corp. 16.10%
FUND - for the Exclusive Benefit of Our Customers
INSTITUTIONAL SHARES Attn: Mutual Funds
5th Floor
200 Liberty St.
New York, NY 10281-1003
------------------------------------- ------------------------------------------------------- ------------------------
33
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------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
National Investors Services Corp. 6.71%
FBO Exclusive Benefit of Our Customers
55 Water Street
New York, NY 10041-0004
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc. 63.77%
Special Custody Account
for Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
BOSTON PARTNERS LONG/SHORT EQUITY National Financial Services Corp. 70.00%
FUND - for the Exclusive Benefit of Our Customers
INVESTOR SHARES 200 Liberty St.
New York, NY 10281-1003
------------------------------------- ------------------------------------------------------- ------------------------
SCHNEIDER SMALL CAP VALUE FUND John Frederick Lyness 5.27%
81 Hillcrest Ave.
Summit, NJ 07901-2012
------------------------------------- ------------------------------------------------------- ------------------------
Ursinus College Endowment Fund 14.70%
P.O. Box 1000
Collegeville, PA 19426-1000
------------------------------------- ------------------------------------------------------- ------------------------
MAC & CO. 6.67%
A/C CPVF1854542
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co., Inc. 34.99%
Special Custody Account A/C
For Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
BOGLE SMALL CAP GROWTH FUND National Investors Services Corp. 11.28%
-INVESTOR SHARES for the Exclusive Benefit of Our Customers
55 Water Street
32nd floor
New York, NY 10041-3299
------------------------------------- ------------------------------------------------------- ------------------------
34
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------------------------------------- ------------------------------------------------------- ------------------------
FUND NAME SHAREHOLDER NAME AND ADDRESS PERCENTAGE OF FUND HELD
------------------------------------- ------------------------------------------------------- ------------------------
BOGLE SMALL CAP GROWTH FUND U.S. Equity Investment Portfolio L.P. 12.43%
-INSTITUTIONAL SHARES 1001 North U.S. Highway One
Suite 800
Jupiter, FL 33477-4407
------------------------------------- ------------------------------------------------------- ------------------------
Charles Schwab & Co, Inc. 58.89%
Special Custody Account
for the Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
------------------------------------- ------------------------------------------------------- ------------------------
|
As of April 26, 2002, the directors and officers as a group owned less than 1% of the Company's Shares.
INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS
ADVISORY AGREEMENTS.
Boston Partners renders advisory services to the Fund pursuant to an Investment Advisory Agreement dated [______________, 2002] (the "Advisory Agreement"). Boston Partners' general partner is Boston Partners, Inc.
Boston Partners has investment discretion for the Fund and will make all decisions affecting the assets of the Fund under the supervision of the Company's Board of Directors and in accordance with the Fund's stated policies. Boston Partners will select investments for the Fund. For its services to the Fund, Boston Partners is entitled to receive a monthly advisory fee under the Advisory Agreement computed at an annual rate of 1.00% of the Fund's average daily net assets. Boston Partners has agreed that until further notice, but in no event terminating before December 31, 2004, it will waive advisory fees and reimburse expenses to the extent that total annual Fund operating expenses exceed 1.25%.
Each class of the Fund bears its own expenses not specifically assumed by Boston Partners. General expenses of the Company not readily identifiable as belonging to a portfolio of the Company are allocated among all investment portfolios by or under the direction of the Company's Board of Directors in such manner as the Board determines to be fair and equitable. Expenses borne by a portfolio include, but are not limited to, the following (or a portfolio's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by a portfolio and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of a portfolio by Boston Partners; (c) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Company or a portfolio
for violation of any law; (d) any extraordinary expenses; (e) fees, voluntary
assessments and other expenses incurred in connection with membership in
investment company organizations; (f) the cost of investment company literature
and other publications provided by the Company to its directors and officers;
(g) organizational costs; (h) fees to the investment adviser and PFPC; (i) fees
and expenses of officers and directors who are not affiliated with a portfolio's
investment adviser or Distributor; (j) taxes; (k) interest; (l) legal fees; (m)
custodian fees; (n) auditing fees; (o) brokerage fees and commissions; (p)
certain of the fees and expenses of registering and qualifying the Fund and its
shares for distribution under federal and state securities laws; (q) expenses of
preparing prospectuses and statements of additional information and distributing
annually to existing shareholders that are not attributable to a particular
class of shares of the Company; (r) the expense of reports to shareholders,
shareholders' meetings and proxy solicitations that are not attributable to a
particular class of shares of the Company; (s) fidelity bond and directors' and
officers' liability insurance premiums; (t) the expense of using independent
pricing services; and (u) other expenses which are not expressly assumed by a
portfolio's investment adviser under its advisory agreement with the portfolio.
Each class of the Fund pays its own distribution fees, if applicable, and may
pay a different share than other classes of other expenses (excluding advisory
and custodial fees) if those expenses are actually incurred in a different
amount by such class or if it receives different services.
Under the Advisory Agreement, Boston Partners will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Company in connection with the performance of the Advisory Agreement, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Boston Partners in the performance of its respective duties or from reckless disregard of its duties and obligations thereunder.
The Advisory Agreement was approved on April 24, 2002 by vote of the Company's Board of Directors, including a majority of those directors who are not parties to the Advisory Agreement or interested persons (as defined in the 1940 Act) of such parties. In connection with such approval, the Directors considered, with the assistance of independent counsel, their legal responsibilities and reviewed, among other items: (1) the nature and quality of the Adviser's services; (2) the Adviser's experience and qualifications to provide those services; (3) a report on the performance of a similarly managed fund; (4) a report on the expected assets, advisory fees and expense reimbursements for the Fund; (5) a report comparing the advisory fee and the estimated expense ratio of the Fund to data on comparative funds; (6) the Adviser's profitability related to providing advisory services to the Fund after taking into account (i) advisory fees and any other benefits realized by the Adviser as a result of the Adviser's role as adviser to the Fund and (ii) the direct and indirect expenses incurred by the Adviser in providing such advisory services to the Fund. The Board also considered a report on soft dollar commissions which included information on the types of research and services expected to be obtained by the Adviser in connection with soft dollar commissions. Additional information on soft dollar arrangements and commissions are described under "Portfolio Transactions and Brokerage."
After discussion, the Board of Directors concluded that the Adviser had the capabilities, resources and personnel necessary to manage the Fund. The Board of Directors also concluded that based on the services that the Adviser would provide to the Fund under the Advisory Agreement and the expenses to be incurred by the Adviser in the performance of such services, the compensation to be paid to the Adviser was fair and equitable with respect to the Fund. Based upon such information as it considered necessary to the exercise of its reasonable business judgment, the Board of Directors approved the Advisory Agreement. The Advisory Agreement was approved by the initial shareholder of each class of the Fund. The Advisory Agreement 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 Fund, at any time without penalty, on 60 days' written notice to Boston Partners. The Advisory Agreement may also be terminated by Boston Partners on 60 days' written notice to the Company. The Advisory Agreement terminates automatically in the event of its assignment.
CUSTODIAN AND TRANSFER AGENCY AGREEMENTS.
PFPC Trust Company, 8800 Tinicum Boulevard, Suite 200, Philadelphia, Pennsylvania 19153, is custodian of the Fund's assets pursuant to a custodian agreement dated August 16, 1988, as amended (the "Custodian Agreement"). Under the Custodian Agreement, PFPC Trust Company: (a) maintains a separate account or accounts in the name of the Fund; (b) holds and transfers portfolio securities on account of the Fund; (c) accepts receipts and makes disbursements of money on behalf of the Fund; (d) collects and receives all income and other payments and distributions on account of the Fund's portfolio securities; and (e) makes periodic reports to the Company's Board of Directors concerning the Fund's operations. PFPC Trust Company is authorized to select one or more banks or trust companies to serve as sub-custodian on behalf of the Fund, provided that PFPC Trust Company remains responsible for the
performance of all of its duties under the Custodian Agreement and holds the
Fund harmless from the acts and omissions of any sub-custodian. For its services
to the Fund under the Custodian Agreement, PFPC Trust Company receives a fee,
which is calculated based upon the Fund's average daily gross assets as follows:
$.18 per $1,000 on the first $100 million of average daily gross assets; $.15
per $1,000 on the next $400 million of average daily gross assets; $.125 per
$1,000 on the next $500 million of average daily gross assets; and $.10 per
$1,000 on average daily gross assets over $1 billion, exclusive of transaction
charges and out-of-pocket expenses, which are also charged to the Fund.
PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, Delaware 19809, an affiliate of PFPC Trust Company, serves as the transfer and dividend disbursing agent for the Fund pursuant to a Transfer Agency Agreement dated November 5, 1991, as supplemented (the "Transfer Agency Agreement"), under which PFPC: (a) issues and redeems shares of the Fund; (b) addresses and mails all communications by the Fund to record owners of the Shares, including reports to shareholders, dividend and distribution notices and proxy materials for its meetings of shareholders; (c) maintains shareholder accounts and, if requested, sub-accounts; and (d) makes periodic reports to the Company's Board of Directors concerning the operations of the Fund. PFPC may, on 30 days' notice to the Company, assign its duties as transfer and dividend disbursing agent to any other affiliate of PNC Bank Corp. For its services to the Fund under the Transfer Agency Agreement, PFPC receives a fee at the annual rate of $10 per account in the Fund, exclusive of out-of-pocket expenses, and also receives reimbursement of its out-of-pocket expenses.
ADMINISTRATION AGREEMENT.
PFPC serves as administrator to the Fund pursuant to an Administration and Accounting Services Agreement (the "Administration Agreement"). PFPC has agreed to furnish to the Fund statistical and research data, clerical, accounting and bookkeeping services, and certain other services required by the Fund. In addition, PFPC has agreed to prepare and file various reports with the appropriate regulatory agencies and prepare materials required by the SEC or any state securities commission having jurisdiction over the Fund. For its services to the Fund, PFPC is entitled to receive a fee calculated at an annual rate of .125% of each Fund's average daily net assets, with a minimum annual fee of $75,000 payable monthly on a pro rata basis.
The Administration Agreement provides that PFPC shall not be liable for any error of judgment or mistake of law or any loss suffered by the Company or the Fund in connection with the performance of the agreement, except a loss resulting from willful misfeasance, gross negligence or reckless disregard by it of its duties and obligations thereunder.
DISTRIBUTION AGREEMENT.
PFPC Distributors, Inc. ("PFPC Distributors"), whose principal business address is 3200 Horizon Drive, King of Prussia, Pennsylvania 19406, serves as the distributor of the Fund pursuant to the terms of a distribution agreement (the "Distribution Agreement") on behalf of the Institutional and Investor Classes. Pursuant to the Distribution Agreement and the Plans of Distribution, as amended, for the Investor Class (together, the "Plans"), which were adopted by the Company in the manner prescribed by Rule 12b-1 under the 1940 Act, the Distributor will
use appropriate efforts to solicit orders for the sale of the Fund's Shares. Payments to the Distributor under the Plans are to compensate it for distribution assistance and expenses assumed and activities intended to result in the sale of shares of the Investor Class. As compensation for its distribution services, the Distributor receives, pursuant to the terms of the Distribution Agreement, a distribution fee under the Plans, to be calculated daily and paid monthly by the Investor Class, at the annual rate set forth in the Prospectus.
Among other things, the Plans provide that: (1) the Distributor shall be required to submit quarterly reports to the directors of the Company regarding all amounts expended under the Plans and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and any allocated overhead expenses; (2) the Plans will continue in effect only so long as they are approved at least annually, and any material amendment thereto is approved, by the Company's directors, including the 12b-1 Directors, acting in person at a meeting called for said purpose; (3) the aggregate amount to be spent by the Fund on the distribution of the Fund's shares of the Investor Class under the Plans shall not be materially increased without shareholder approval; and (4) while the Plans remain in effect, the selection and nomination of the Company's directors who are not "interested persons" of the Company (as defined in the 1940 Act) shall be committed to the discretion of such directors who are not "interested persons" of the Company.
Mr. Sablowsky, a director of the Company, has an indirect interest in the operation of the Plans by virtue of his position with Fahnestock Co., Inc., a broker-dealer.
ADMINISTRATIVE SERVICES AGENT.
PFPC Distributors provides certain administrative services to the Institutional Class of the Fund that are not provided by PFPC, pursuant to an Administrative Services Agreement between the Company and PFPC Distributors. PFPC Distributors will provide such services to the Investor Class of the Fund pursuant to a supplement to the Administrative Services Agreement, as amended. These services include furnishing data processing and clerical services, acting as liaison between the Fund and various service providers and coordinating the preparation of annual, semi-annual and quarterly reports. As compensation for such administrative services, PFPC Distributors is entitled to a monthly fee calculated at the annual rate of .15% of the average daily net assets of each Class. PFPC Distributors is currently waiving fees in excess of .03% of the Fund's average daily net assets.
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Directors and applicable rules, Boston Partners is responsible for the execution of portfolio transactions and the allocation of brokerage transactions for the Fund. In executing portfolio transactions, Boston Partners seeks to obtain the best price and most favorable execution for the 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 Boston Partners generally seeks reasonably competitive commission rates, payment of the lowest commission or
spread is not necessarily consistent with obtaining the best price and execution in particular transactions.
The Fund has no obligation to deal with any broker or group of brokers in the execution of portfolio transactions. Boston Partners may, consistent with the interests of the 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 the Fund and other clients of Boston Partners. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by Boston Partners under its 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 Boston Partners determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of Boston Partners to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term.
Investment decisions for the Fund and for other investment accounts managed by Boston Partners are made independently of each other in the light of differing conditions. However, the same investment decision may be made for two or more of such accounts. In such cases, simultaneous transactions are inevitable. Purchases or sales are then averaged as to price and allocated as to amount according to a formula deemed equitable to each such account. While in some cases this practice could have a detrimental effect upon the price or value of the security as far as the Fund is concerned, in other cases it is believed to be beneficial to the Fund.
PURCHASE AND REDEMPTION INFORMATION
You may purchase shares through an account maintained by your brokerage firm and you may also purchase shares directly by mail or wire. The Company reserves the right, if conditions exist which make cash payments undesirable, to honor any request for redemption or repurchase of the Fund's shares by making payment in whole or in part in securities chosen by the Company and valued in the same way as they would be valued for purposes of computing the Fund's net asset value. If payment is made in securities, a shareholder may incur transaction costs in converting these securities into cash. A shareholder will also bear any market risk or tax consequences as a result of a payment in securities. The Company has elected, however, to be governed by Rule 18f-1 under the 1940 Act so that the Fund is obligated to redeem its shares solely in cash up to the lesser of $250,000 or 1% of its net asset value during any 90-day period for any one shareholder of the Fund. A shareholder will bear the risk of a decline in market value and any tax consequences associated with a redemption in securities.
Under the 1940 Act, the Company 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 the SEC restricts trading on the NYSE or determines an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or for such other periods as the SEC may permit. (The Company may also suspend or postpone the recordation of the transfer of its shares upon the occurrence of any of the foregoing conditions.)
Shares of the Company are subject to redemption by the Company, at the redemption price of such shares as in effect from time to time, including, without limitation: to reimburse the Fund for any loss sustained by reason of the failure of a shareholder to make full payment for shares purchased by the shareholder or to collect any charge relating to a transaction effected for the benefit of a shareholder as provided in the Prospectus from time to time; if such redemption is, in the opinion of the Company's Board of Directors, desirable in order to prevent the Company or the Fund from being deemed a "personal holding company" within the meaning of the Internal Revenue Code of 1986, as amended; or if the net income with respect to any particular class of common stock should be negative or it should otherwise be appropriate to carry out the Company's responsibilities under the 1940 Act.
The computation of the hypothetical offering price per share of an Institutional and Investor Share of the Fund based on the projected value of the Fund's estimated net assets and the Fund's Institutional and Investor Shares outstanding is as follows:
BOSTON PARTNERS ALL-CAP VALUE FUND
INSTITUTIONAL SHARES INVESTOR SHARES
Net assets $10.00 $10.00
Outstanding shares 1 1
Net asset value per share $10.00 $10.00
Maximum sales charge 0% 0%
Maximum offering price to public $10.00 $10.00
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VALUATION OF SHARES
The net asset value per share of each class of the Fund are calculated as of the close of the NYSE, generally 4:00 p.m. Eastern Time on each Business Day. "Business Day" means each weekday when the NYSE is open. Currently, the NYSE is closed on New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent Monday when one of these holidays falls on a Saturday or Sunday. Net asset value per share, the value of an individual share in the fund, is computed by adding the value of the proportionate interest of each class in the Fund's securities, cash and other assets, subtracting the actual and accrued liabilities of the class and dividing the result by the number of outstanding shares of the class. The net asset values of each class are calculated independently of the other class. Securities that are listed on stock exchanges are valued at the last sale price on the day the securities are valued or, lacking any sales on such day, at the mean of the bid and asked prices available prior to the evaluation. In cases where securities are traded on more than one exchange, the securities are generally valued on the exchange designated by the Board of Directors as the primary market. Securities traded in the over-the-counter market and listed on the National Association of Securities Dealers Automatic Quotation System ("NASDAQ") are valued at the last trade price listed on the NASDAQ at the close of regular trading (generally 4:00 p.m. Eastern Time); securities listed on NASDAQ for which there were no sales on that day and other over-the-counter securities are valued at the mean of the bid and asked prices available prior to valuation. Securities for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of 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.
In determining the approximate market value of portfolio investments, the Fund may employ outside organizations, which may use a matrix or formula method that takes into consideration market indices, matrices, yield curves and other specific adjustments. This may result in the securities being valued at a price different from the price that would have been determined had the matrix or formula method not been used. All cash, receivables and current payables are carried on the Fund's books at their face value. Other assets, if any, are valued at fair value as determined in good faith by the Company's Board of Directors.
PERFORMANCE INFORMATION
TOTAL RETURN.
The Fund may from time to time advertise "average annual total return." The Fund computes such return separately for each class of shares by determining the average annual compounded rate of return during specified periods that equates the initial amount invested to the ending redeemable value of such investment according to the following formula:
P(l+T)n = ERV
Where : T = average annual total return;
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year
(or other) periods at the end of the applicable period
(or a fractional portion thereof);
P = hypothetical initial payment of $1,000; and
n = period covered by the computation, expressed in years.
And when solving for T:
ERV 1/n
T = [(-------) - 1]
P
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The Fund, when advertising "aggregate total return," computes such returns separately for each class of shares by determining the aggregate compounded rates of return during specified periods that likewise equate the initial amount invested to the ending redeemable value of such investment. The formula for calculating aggregate total return is as follows:
ERV
Aggregate Total Return T = [(-------) - 1]
P
The calculations are made assuming that: (1) all dividends and capital gain distributions are reinvested on the reinvestment dates at the price per share existing on the reinvestment date; (2) all recurring fees charged to all shareholder accounts are included; and (3) for any account fees that vary with the size of the account, a mean (or median) account size in the Fund during the periods is reflected. The ending redeemable value (variable "ERV" in the formula) is determined by assuming complete redemption of the hypothetical investment after deduction of all nonrecurring charges at the end of the measuring period.
TAXES
The Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and to distribute out its income to shareholders each year, so that the Fund itself generally will be relieved of federal income and excise taxes. If the Fund were to fail to so qualify: (1) the Fund would be taxed at regular corporate rates without any deduction for distributions to shareholders; and (2) shareholders would be taxed as if they received ordinary dividends, although corporate shareholders could be eligible for the dividends received
deduction. Moreover, if the Fund were to fail to make sufficient distributions in a year, the Fund would be subject to corporate income taxes and/or excise taxes in respect of the shortfall or, if the shortfall is large enough, the Fund could be disqualified as a regulated investment company.
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 and capital gain net income for the 1-year period ending on October 31 of such calendar year. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a company is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. Investors should note that the Fund may in certain circumstances be required to liquidate investments in order to make sufficient distributions to avoid excise tax liability.
Dividends declared in October, November or December of any year that are payable to shareholders of record on a specified date in such months will be deemed to have been received by shareholders and paid by the Fund on December 31 of such year if such dividends are actually paid during January of the following year.
The Fund will be required in certain cases to withhold and remit to the
United States Treasury at least 30% of its dividends paid to any shareholder:
(1) who has provided either an incorrect tax identification number or no number
at all; (2) who is subject to backup withholding by the Internal Revenue Service
for failure to report the receipt of interest or dividend income properly; or
(3) who has failed to certify to the Fund that he is not subject to backup
withholding or that he is an "exempt recipient."
ADDITIONAL INFORMATION CONCERNING RBB SHARES
RBB has authorized capital of 30 billion shares of Common Stock at a par value of $0.001 per share. Currently, 20.973 billion shares have been classified into 94 classes as shown in the table below. Under RBB's charter, the Board of Directors has the power to classify and reclassify any unissued shares of Common Stock from time to time.
NUMBER OF NUMBER OF
AUTHORIZED SHARES AUTHORIZED SHARES
CLASS OF COMMON STOCK (MILLIONS) CLASS OF COMMON STOCK (MILLIONS)
------------------------------------- -------------------- ----------------------------------- --------------------
A (Growth & Income) 100 YY (Schneider Capital Small Cap
Value) 100
B 100 ZZ (Schneider Capital Large Cap 100
Value)
C (Balanced) 100 AAA 100
D (Tax-Free) 100 BBB 100
E (Money) 500 CCC 100
F (Municipal Money) 500 DDD (Boston Partners
Institutional Small Cap Value 100
Fund II)
G (Money) 500 EEE (Boston Partners Investors
Small Cap Value Fund II) 100
H (Municipal Money) 500 FFF 100
I (Sansom Money) 1500 GGG 100
J (Sansom Municipal Money) 500 HHH 100
43
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K (Sansom Government Money) 500 III (Boston Partners
Institutional Long/Short Equity) 100
L (Bedford Money) 1500 JJJ (Boston Partners Investors
Long/Short Equity) 100
M (Bedford Municipal Money) 500 KKK (Boston Partners
Institutional Long-Short Equity) 100
N (Bedford Government Money) 500 LLL (Boston Partners Investors
Long-Short Equity) 100
O (Bedford N.Y. Money) 500 MMM (n/i numeric Small Cap Value)
100
P (RBB Government) 100 Class NNN (Bogle Institutional
Small Cap Growth) 100
Q 100 Class OOO (Bogle Investors Small
Cap Growth) 100
R (Municipal Money) 500 Select (Money) 700
S (Government Money) 500 Beta 2 (Municipal Money) 1
T 500 Beta 3 (Government Money) 1
U 500 Beta 4 (N.Y. Money) 1
V 500 Principal Class (Money) 700
W 100 Gamma 2 (Municipal Money) 1
X 50 Gamma 3 (Government Money) 1
Y 50 Gamma 4 (N.Y. Money) 1
Z 50 Bear Stearns Money 2,500
AA 50 Bear Stearns Municipal Money 1,500
BB 50 Bear Stearns Government Money 1,000
CC 50 Delta 4 (N.Y. Money) 1
DD 100 Epsilon 1 (Money) 1
EE 100 Epsilon 2 (Municipal Money) 1
FF (n/i numeric Micro Cap) 50 Epsilon 3 (Government Money) 1
GG (n/i numeric Growth) 50 Epsilon 4 (N.Y. Money) 1
HH (n/i numeric Mid Cap) 50 Zeta 1 (Money) 1
II 100 Zeta 2 (Municipal Money) 1
JJ 100 Zeta 3 (Government Money) 1
KK 100 Zeta 4 (N.Y. Money) 1
LL 100 Eta 1 (Money) 1
MM 100 Eta 2 (Municipal Money) 1
NN 100 Eta 3 (Government Money) 1
OO 100 Eta 4 (N.Y. Money) 1
PP 100 Theta 1 (Money) 1
QQ (Boston Partners Institutional Theta 2 (Municipal Money) 1
Large Cap) 100
RR (Boston Partners Investors Large Theta 3 (Government Money) 1
Cap) 100
SS (Boston Partners Advisor Large Theta 4 (N.Y. Money) 1
Cap) 100
TT (Boston Partners Investors Mid
Cap) 100
UU (Boston Partners Institutional
Mid Cap) 100
VV (Boston Partners Institutional
All-Cap) 100
WW (Boston Partners Investor
All-Cap) 100
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The classes of Common Stock have been grouped into 14 separate "families":
the Cash Preservation Family, the Sansom Street Family, the Bedford Family, the
Principal (Gamma) Family, the Select (Beta) Family, the Schneider Capital
Management Family, the n/i numeric
family of funds, the Boston Partners Family, the Bogle Family, the Bear Stearns Money Market Family, the Epsilon Family, the Theta Family, the Eta Family, and the Zeta Family. The Cash Preservation Family represents interests in the Money Market and Municipal Money Market Portfolios; the Sansom Street Family, the Bedford Family and the Bear Stearns Money Market Family represent interests in the Money Market, Municipal Money Market and Government Obligations Money Market Portfolios; the n/i numeric investors family of funds represents interests in four non-money market portfolios; the Boston Partners Family represents interests in five non-money market portfolios; the Bogle Family represents interests in one non-money market portfolio; the Schneider Capital Management Family represents interests in one non-money market portfolio; the Select (Beta) Family, the Principal (Gamma) Family, the Epsilon, Zeta, Eta and Theta Families represent interests in the Money Market, Municipal Money Market, New York Municipal Money Market and Government Obligations Money Market Portfolios.
RBB does not currently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. RBB's amended By-Laws provide that shareholders owning at least ten percent of the outstanding shares of all classes of Common Stock of RBB have the right to call for a meeting of shareholders to consider the removal of one or more directors. To the extent required by law, RBB will assist in shareholder communication in such matters.
Holders of shares of each class of RBB will vote in the aggregate and not by class on all matters, except where otherwise required by law. Further, shareholders of RBB will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board of Directors determines that the matter to be voted upon affects only the interests of the shareholders of a particular portfolio. Rule 18f-2 under the 1940 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 voting securities of an investment company such as RBB shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting securities of each portfolio affected by the matter. Rule 18f-2 further provides that a portfolio shall be deemed to be affected by a matter unless it is clear that the interests of each portfolio in the matter are identical or that the matter does not affect any interest of the portfolio. Under 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 and the election of directors are not subject to the separate voting requirements and may be effectively acted upon by shareholders of an investment company voting without regard to portfolio.
Notwithstanding any provision of Maryland law requiring a greater vote of shares of RBB's common stock (or of any class voting as a class) in connection with any corporate action, unless otherwise provided by law (for example by Rule 18f-2 discussed above), or by RBB's Articles of Incorporation, RBB may take or authorize such action upon the favorable vote of the holders of more than 50% of all of the outstanding shares of Common Stock voting without regard to class (or portfolio).
MISCELLANEOUS
COUNSEL.
The law firm of Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, Philadelphia, Pennsylvania 19103-6996, serves as counsel to the Company and the non-interested directors.
INDEPENDENT ACCOUNTANTS.
PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, Pennsylvania 19103 serves as the Company's independent accountants. PricewaterhouseCoopers LLP performs an annual audit of the Company's financial statements.
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
SHORT-TERM CREDIT RATINGS
A Standard & Poor's short-term issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation having an original maturity of no more than 365 days. The following summarizes the rating categories used by Standard & Poor's for short-term issues:
"A-1" - Obligations are rated in the highest category and indicate that the obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
"A-2" - Obligations are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
"A-3" - Obligations exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
"B" - Obligations have significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation. However, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
"C" - Obligations are currently vulnerable to nonpayment and are dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.
"D" - Obligations are in payment default. The "D" rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Local Currency and Foreign Currency Risks - Country risk considerations are a standard part of Standard & Poor's analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor's capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the
sovereign government's own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.
Moody's short-term ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. These obligations have an original maturity not exceeding one year, unless explicitly noted. The following summarizes the rating categories used by Moody's for short-term obligations:
"Prime-1" - Issuers (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.
"Prime-2" - Issuers (or supporting institutions) have a strong ability to repay senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation than is the case for Prime-1 securities. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
"Prime-3" - Issuers (or supporting institutions) have an acceptable ability for repayment of senior short-term debt obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt-protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.
"Not Prime" - Issuers do not fall within any of the Prime rating categories.
Fitch short-term ratings apply to time horizons of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner. The following summarizes the rating categories used by Fitch for short-term obligations:
"F1" - Securities possess the highest credit quality. This designation indicates the strongest capacity for timely payment of financial commitments and may have an added "+" to denote any exceptionally strong credit feature.
"F2" - Securities possess good credit quality. This designation indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
"F3" - Securities possess fair credit quality. This designation indicates that the capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.
"B" - Securities possess speculative credit quality. This designation indicates minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.
"C" - Securities possess high default risk. Default is a real possibility. This designation indicates a capacity for meeting financial commitments which is solely reliant upon a sustained, favorable business and economic environment.
"D" - Securities are in actual or imminent payment default.
LONG-TERM CREDIT RATINGS
The following summarizes the ratings used by Standard & Poor's for long-term issues:
"AAA" - An obligation rated "AAA" has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
"AA" - An obligation rated "AA" differs from the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
"A" - An obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
"BBB" - An obligation rated "BBB" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated "BB," "B," "CCC," "CC" and "C" are regarded as having significant speculative characteristics. "BB" indicates the least degree of speculation and "C" the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
"BB" - An obligation rated "BB" is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
"B" - An obligation rated "B" is more vulnerable to nonpayment than obligations rated "BB," but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
"CCC" - An obligation rated "CCC" is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
"CC" - An obligation rated "CC" is currently highly vulnerable to nonpayment.
"C" - A subordinated debt obligation rated "C" is currently highly vulnerable to nonpayment. The "C" rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued.
"D" - An obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payment will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
- PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
The following summarizes the ratings used by Moody's for 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 edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
"Aa" - Bonds are judged to be of high quality by all standards. Together with the "Aaa" group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in "Aaa" securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than the "Aaa" securities.
"A" - Bonds possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds are considered as medium-grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
"Ba" - Bonds are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
"B" - Bonds generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
"Caa" - Bonds are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
"Ca" - Bonds represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
"C" - Bonds are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from "Aa" through "Caa." The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of its generic rating category.
The following summarizes long-term ratings used by Fitch:
"AAA" - Securities considered to be investment grade and of the highest credit quality. These ratings denote the lowest expectation of credit risk and are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
"AA" - Securities considered to be investment grade and of very high credit quality. These ratings denote a very low expectation of credit risk and indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
"A" - Securities considered to be investment grade and of high credit quality. These ratings denote a low expectation of credit risk. The capacity for timely payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
"BBB" - Securities considered to be investment grade and of good credit quality. These ratings denote that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
"BB" - Securities considered to be speculative. These ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
"B" - Securities considered to be highly speculative. These ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
"CCC," "CC" and "C" - Securities have high default risk. Default is a real possibility, and capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. "CC" ratings indicate that default of some kind appears probable, and "C" ratings signal imminent default.
"DDD," "DD" and "D" - Securities are in default. The ratings of obligations in these categories are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. "DDD" obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. "DD" indicates potential recoveries in the range of 50%-90%, and "D" the lowest recovery potential, i.e., below 50%.
Entities rated in this category have defaulted on some or all of their obligations. Entities rated "DDD" have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated "DD" and "D" are generally undergoing a formal reorganization or liquidation process; those rated "DD" are likely to satisfy a higher portion of their outstanding obligations, while entities rated "D" have a poor prospect for repaying all obligations.
PLUS (+) or MINUS (-) may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the "AAA" long-term rating category or to categories below "CCC".
NOTES TO SHORT-TERM AND LONG-TERM CREDIT RATINGS
STANDARD & POOR'S
CREDITWATCH: CreditWatch highlights the potential direction of a short- or long-term rating. It focuses on identifiable events and short-term trends that cause ratings to be placed under special surveillance by Standard & Poor's analytical staff. These may include mergers, recapitalizations, voter referendums, regulatory action, or anticipated operating developments. Ratings appear on CreditWatch when such an event or a deviation from an expected trend occurs and additional information is necessary to evaluate the current rating. A listing, however, does not mean a rating change is inevitable, and whenever possible, a range of alternative ratings will be shown. CreditWatch is not intended to include all ratings under review, and rating changes may occur without the ratings having first appeared on CreditWatch. The "positive" designation means that a rating may be raised; "negative" means a rating may be lowered; and "developing" means that a rating may be raised, lowered or affirmed.
RATING OUTLOOK: A Standard & Poor's Rating Outlook assesses the potential direction of a long-term credit rating over the intermediate to longer term. In determining a Rating Outlook, consideration is given to any changes in the economic and/or fundamental business conditions. An Outlook is not necessarily a precursor of a rating change or future CreditWatch action.
o Positive means that a rating may be raised.
o Negative means that a rating may be lowered.
o Stable means that a rating is not likely to change.
o Developing means a rating may be raised or lowered.
o N.M. means not meaningful.
MOODY'S
WATCHLIST: Watchlists list the names of credits whose ratings have a likelihood of changing. These names are actively under review because of developing trends or events which, in Moody's opinion, warrant a more extensive examination. Inclusion on this Watchlist is made solely at the discretion of Moody's Investors Services, and not all borrowers with ratings presently under review for possible downgrade or upgrade are included on any one Watchlist. In certain cases, names may be removed from this Watchlist without a change in rating.
FITCH
WITHDRAWN: A rating is withdrawn when Fitch deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced.
RATING WATCH: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as "Positive", indicating a potential upgrade, "Negative", for a potential downgrade,
or "Evolving", if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.
RATING OUTLOOK: A Rating Outlook indicates the direction a rating is likely to move over a one to two-year period. Outlooks may be positive, stable or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, companies whose outlooks are "stable" could be upgraded or downgraded before an outlook moves to a positive or negative if circumstances warrant such an action. Occasionally, Fitch may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.
MUNICIPAL NOTE RATINGS
A Standard & Poor's note rating reflects the liquidity factors and market access risks unique to notes due in three years or less. The following summarizes the ratings used by Standard & Poor's for municipal notes:
"SP-1" - The issuers of these municipal notes exhibit a strong capacity to pay principal and interest. Those issues determined to possess a very strong capacity to pay debt service are given a plus (+) designation.
"SP-2" - The issuers of these municipal notes exhibit a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
"SP-3" - The issuers of these municipal notes exhibit speculative capacity to pay principal and interest.
In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated Moody's Investment Grade ("MIG") and are divided into three levels - MIG 1 through MIG 3. In the case of variable rate demand obligations, a two-component rating is assigned. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the demand feature, using the MIG rating scale. The short-term rating assigned to the demand feature is designated as VMIG. MIG ratings expire at note maturity. By contrast, VMIG ratings expirations will be a function of each issue's specific structural or credit features. The following summarizes the ratings by Moody's for these short-term obligations:
"MIG-1"/"VMIG-1" - This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.
"MIG-2"/"VMIG-2" - This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group.
"MIG-3"/"VMIG-3" - This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.
"SG" - This designation denotes speculative-grade credit quality. Debt instruments in this category lack sufficient margins of protection.
Fitch uses the same ratings for municipal securities as described above for other short-term credit ratings.
ABOUT CREDIT RATINGS
A Standard & Poor's issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation. The issue credit rating is not a recommendation to purchase, sell or hold a financial obligation. Credit ratings may be changed, suspended or withdrawn.
Moody's credit ratings must be construed solely as statements of opinion and not recommendations to purchase, sell or hold any securities.
Fitch credit ratings are an opinion on the ability of an entity or of a securities issue to meet financial commitments on a timely basis. Fitch credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. However, Fitch credit ratings are not recommendations to buy, sell or hold any security. Ratings may be changed or withdrawn.
PART C
OTHER INFORMATION
Item 23. EXHIBITS
SEE NOTE #
(a) (1) Articles of Incorporation of Registrant. 1
(2) Articles Supplementary of Registrant. 1
(3) Articles of Amendment to Articles of Incorporation of Registrant. 2
(4) Articles Supplementary of Registrant. 2
(5) Articles Supplementary of Registrant. 5
(6) Articles Supplementary of Registrant. 6
(7) Articles Supplementary of Registrant. 9
(8) Articles Supplementary of Registrant. 10
(9) Articles Supplementary of Registrant. 11
(10) Articles Supplementary of Registrant. 11
(11) Articles Supplementary of Registrant. 13
(12) Articles Supplementary of Registrant. 13
(13) Articles Supplementary of Registrant. 13
(14) Articles Supplementary of Registrant. 13
(15) Articles Supplementary of Registrant. 14
(16) Articles Supplementary of Registrant. 17
(17) Articles Supplementary of Registrant. 19
(18) Articles Supplementary of Registrant. 21
(19) Articles of Amendment to Charter of the Registrant. 22
(20) Articles Supplementary of Registrant. 22
(21) Articles Supplementary of Registrant. 31
(22) Articles Supplementary of Registrant. 31
(23) Articles Supplementary of Registrant. 29
(24) Articles Supplementary of Registrant. 29
(25) Articles Supplementary of Registrant. 34
(26) Articles Supplementary of Registrant. 36
(27) Articles of Amendment to Charter of the Registrant. 37
(28) Articles Supplementary of Registrant. 37
(29) Articles Supplementary of Registrant. 37
(30) Articles of Amendment to Charter of the Registrant. 37
(31) Articles Supplementary of Registrant 38
(32) Articles Supplementary to Charter of the Registrant. 42
(33) Articles of Amendment to Charter of the Registrant. 42
(b) (1) By-Laws, as amended. 37
(c) (1) See Articles VI, VII, VIII, IX and XI of Registrant's Articles of 1
Incorporation dated February 17, 1988.
(2) See Articles II, III, VI, XIII, and XIV of Registrant's By-Laws as 17
amended through April 26, 1996.
(d) (1) Investment Advisory Agreement (Money Market) between Registrant and 3
Provident Institutional Management Corporation, dated as of August 16,
1988.
(2) Sub-Advisory Agreement (Money Market) between Provident 3
Institutional Management Corporation and Provident National Bank, dated
as of August 16, 1988.
(3) Assumption Agreement (Money Market Fund) between PNC 34
Bank, N.A. and BlackRock Institutional Management Corporation (formerly
PNC Institutional Management Corporation) dated April 29, 1998.
1
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SEE NOTE #
(4) Investment Advisory Agreement (Tax-Free Money Market) between 3
Registrant and Provident Institutional Management Corporation, dated as
of August 16, 1988.
(5) Sub-Advisory Agreement (Tax-Free Money Market) between 3
Provident Institutional Management Corporation and Provident National
Bank, dated as of August 16, 1988.
(6) Assumption Agreement (Municipal Money Market Fund) between PNC 34
Bank, N.A. and BlackRock Institutional Management Corporation (formerly
PNC Institutional Management Corporation) dated April 29, 1998.
(7) Investment Advisory Agreement (Government Obligations 3
Money Market) between Registrant and Provident Institutional Management
Corporation, dated as of August 16, 1988.
(8) Sub-Advisory Agreement (Government Obligations Money Market) 3
between Provident Institutional Management Corporation and Provident
National Bank, dated as of August 16, 1988.
(9) Assumption Agreement (Government Obligations Money Market Fund) between 34
PNC Bank, N.A. and BlackRock Institutional Management Corporation
(formerly PNC Institutional Management Corporation) dated April 29,
1998.
(10) Investment Advisory Agreement (Government Securities) between 8
Registrant and Provident Institutional Management Corporation dated as
of April 8, 1991.
(11) Investment Advisory Agreement (New York Municipal Money Market) between 9
Registrant and Provident Institutional Management Corporation dated
November 5, 1991.
(12) Investment Advisory Agreement (Tax-Free Money Market) between 10
Registrant and Provident Institutional Management Corporation dated
April 21, 1992.
(13) Investment Advisory Agreement (n/i Micro Cap Fund) between Registrant 17
and Numeric Investors, L.P.
(14) Investment Advisory Agreement (n/i Growth Fund) between Registrant and 17
Numeric Investors, L.P.
(15) Investment Advisory Agreement (n/i Mid Cap Fund - formerly Growth & 17
Value) between Registrant and Numeric Investors, L.P.
(16) Investment Advisory Agreement (Boston Partners Large Cap Value Fund) 20
between Registrant and Boston Partners Asset Management, L.P.
(17) Investment Advisory Agreement (Boston Partners Mid Cap Value Fund) 22
between Registrant and Boston Partners Asset Management, L.P.
(18) Investment Advisory Agreement (Boston Partners Bond Fund) between 24
Registrant and Boston Partners Asset Management, L.P. dated December 1,
1997.
(19) Investment Advisory Agreement (Schneider Small Cap Value Fund) between 29
Registrant and Schneider Capital Management Company.
(20) Investment Advisory Agreement (Boston Partners Small Cap Value Fund II 29
-- formerly Micro Cap Value) between Registrant and Boston Partners
Asset Management, L.P.
(21) Investment Advisory Agreement (Boston Partners Long/Short Equity Fund -- 31
formerly Market Neutral) between Registrant and Boston Partners Asset
Management, L.P.
(22) Investment Advisory Agreement (n/i Small Cap Value Fund) between 31
Registrant and Numeric Investors, L.P.
2
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SEE NOTE #
(23) Form of Investment Advisory Agreement (Boston Partners Fund - 32
Formerly Long-Short Equity) between Registrant and Boston Partners
Asset Management, L. P.
(24) Investment Advisory Agreement (Bogle Small Cap Growth Fund) between 34
Registrant and Bogle Investment Management, L. P.
(25) Amendment No. 1 to Investment Advisory Agreement between Registrant and 38
Numeric Investors, L. P. for the n/I numeric investors Growth Fund.
(26) Amendment No. 1 to Investment Advisory Agreement between Registrant and 38
Numeric Investors, L. P. for the n/I numeric investors Mid Cap Fund.
(27) Amendment No. 1 to Investment Advisory Agreement between Registrant and 38
Numeric Investors, L. P. for the n/I numeric investors Small Cap Value
Fund.
(28) Form of Investment Advisory Agreement between Registrant and Boston 42
Partners Asset Management, L. P.
(e) (1) Distribution Agreement between Registrant and PFPC Distributors, 38
Inc. dated as of January 2, 2001.
(2) Distribution Agreement Supplement between Registrant and PFPC 40
Distributors, Inc. (Bear Stearns Money Class)
(3) Distribution Agreement Supplement between Registrant and PFPC 40
Distributors, Inc. (Bear Stearns Municipal Money Class)
(4) Distribution Agreement Supplement between Registrant and PFPC 40
Distributors, Inc. (Bear Stearns Government Money Class)
(5) Form of Distribution Agreement Supplement between Registrant 42
and PFPC Distributors, Inc. (Boston Partners All-Cap Value Fund
Investor Class).
(6) Form of Distribution Agreement Supplement between Registrant 42
and PFPC Distributors, Inc. (Boston Partners All-Cap Value Fund
Institutional Class).
(f) Fund Office Retirement Profit-Sharing and Trust Agreement, dated as 23
of October 24, 1990, as amended.
(g) (1) Custodian Agreement between Registrant and Provident National Bank 3
dated as of August 16, 1988.
(2) Sub-Custodian Agreement among The Chase Manhattan Bank, N.A., the 10
Registrant and Provident National Bank, dated as of July 13, 1992,
relating to custody of Registrant's foreign securities.
(3) Amendment No. 1 to Custodian Agreement dated August 16, 1988. 9
(4) Custodian Contract between Registrant and State Street Bank and Trust 12
Company.
(5) Custody Agreement between Registrant and Custodial Trust Company on 17
behalf of n/I Micro Cap Fund, n/I Growth Fund and n/I Mid Cap Fund
(formerly Growth & Value) Portfolios of the Registrant.
(6) Custodian Agreement Supplement Between Registrant and PNC Bank, 20
National Association dated October 16, 1996.
(7) Custodian Agreement Supplement between Registrant and PNC Bank, 22
National Association, on behalf of the Boston Partners Mid Cap Value
Fund.
(8) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on 24
behalf of the Boston Partners Bond Fund.
(9) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on 29
behalf of the Schneider Small Cap Value Fund.
(10) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on 29
behalf of the Boston Partners Small Cap Value Fund II (formerly Micro
Cap Value).
3
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SEE NOTE #
(11) Custodian Agreement Supplement between Registrant and PNC Bank, N.A. on 31
behalf of Boston Partners Long/Short Equity Fund (formerly Market
Neutral).
(12) Custodian Agreement Supplement between Registrant and Custodial Trust 31
Company on behalf of n/I Small Cap Value Fund.
(13) Form of Custodian Agreement Supplement between Registrant and 32
PFPC Trust Company (Boston Partners Fund - formerly Long Short Equity)
(14) Custodian Agreement Supplement between Registrant and PFPC 34
Trust Company (Bogle Small Cap Growth Fund)
(15) Letter Agreement among Registrant, The Chase Manhattan Bank and 42
PFPC Trust Company, dated as of July 2, 2001, relating to custody of
Registrant's foreign securities
(16) Form of Custodian Agreement Supplement between Registrant and 42
PFPC Trust Company (Boston Partners All-Cap Value Fund).
(h) (1) Transfer Agency Agreement (Sansom Street) between Registrant and 3
Provident Financial Processing Corporation, dated as of August 16, 1988.
(2) Transfer Agency Agreement (Cash Preservation) between Registrant and 3
Provident Financial Processing Corporation, dated as of August 16, 1988.
(3) Shareholder Servicing Agreement (Sansom Street Money Market). 3
(4) Shareholder Servicing Agreement (Sansom Street Tax-Free Money Market). 3
(5) Shareholder Servicing Agreement (Sansom Street Government Obligations 3
Money Market).
(6) Shareholder Services Plan (Sansom Street Money Market). 3
(7) Shareholder Services Plan (Sansom Street Tax-Free Money Market). 3
(8) Shareholder Services Plan (Sansom Street Government Obligations Money 3
Market).
(9) Transfer Agency Agreement (Bedford) between Registrant and Provident 3
Financial Processing Corporation, dated as of August 16, 1988.
(10) Administration and Accounting Services Agreement between Registrant and 8
Provident Financial Processing Corporation, relating to Government
Securities Portfolio, dated as of April 10, 1991.
(11) Administration and Accounting Services Agreement between Registrant and 9
Provident Financial Processing Corporation, relating to New York
Municipal Money Market Portfolio dated as of November 5, 1991.
(12) Transfer Agency Agreement and Supplements (Bradford, Beta, Gamma, 9
Delta, Epsilon, Zeta, Eta and Theta) between Registrant and Provident
Financial Processing Corporation dated as of November 5, 1991.
(13) Administration and Accounting Services Agreement between Registrant and 10
Provident Financial Processing Corporation, relating to Tax-Free Money
Market Portfolio, dated as of April 21, 1992.
(14) Transfer Agency and Service Agreement between Registrant and State 15
Street Bank and Trust Company and PFPC, Inc. dated February 1, 1995.
(15) Supplement to Transfer Agency and Service Agreement between Registrant, 15
State Street Bank and Trust Company, Inc. and PFPC dated April 10, 1995.
(16) Amended and Restated Credit Agreement dated December 15, 1994. 16
4
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SEE NOTE #
(17) Transfer Agency Agreement Supplement (n/I Micro Cap Fund, n/I Growth 17
Fund and n/I Mid Cap Fund (formerly Growth & Value)) between Registrant
and PFPC, Inc. dated April 14, 1996.
(18) Administration and Accounting Services Agreement between Registrant and 17
PFPC, Inc. (n/I Micro Cap Fund) dated April 24, 1996.
(19) Administration and Accounting Services Agreement between Registrant and 17
PFPC, Inc. (n/I Growth Fund) dated April 24, 1996.
(20) Administration and Accounting Services Agreement between Registrant and 17
PFPC, Inc. (n/I Mid Cap Fund (formerly Growth & Value)) dated April 24,
1996.
(21) Transfer Agreement and Service Agreement between Registrant and State 18
Street Bank and Trust Company.
(22) Administration and Accounting Services Agreement between the Registrant 21
and PFPC Inc. dated October 16, 1996 (Boston Partners Large Cap Value
Fund).
(23) Transfer Agency Agreement Supplement between Registrant and PFPC Inc. 20
(Boston Partners Large Cap Value Fund, Institutional Class).
(24) Transfer Agency Agreement Supplement between Registrant and PFPC Inc. 20
(Boston Partners Large Cap Value Fund, Investor Class).
(25) Transfer Agency Agreement Supplement between Registrant and PFPC Inc. 20
(Boston Partners Large Cap Value Fund, Advisor Class).
(26) Transfer Agency Agreement Supplement between Registrant and PFPC Inc., 22
(Boston Partners Mid Cap Value Fund, Institutional Class).
(27) Transfer Agency Agreement Supplement between Registrant and PFPC Inc., 22
(Boston Partners Mid Cap Value Fund, Investor Class).
(28) Administration and Accounting Services Agreement between Registrant and 22
PFPC Inc. dated, May 30, 1997 (Boston Partners Mid Cap Value Fund).
(29) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. 24
dated December 1, 1997 (Boston Partners Bond Fund, Institutional Class).
(30) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. 24
dated December 1, 1997 (Boston Partners Bond Fund, Investor Class).
(31) Administration and Accounting Services Agreement between Registrant and 24
PFPC, Inc. dated December 1, 1997 (Boston Partners Bond Fund).
(32) Administration and Accounting Services Agreement between Registrant and 29
PFPC Inc. (Schneider Small Cap Value Fund).
(33) Transfer Agency Agreement Supplement between Registrant and PFPC Inc. 29
(Schneider Small Cap Value Fund).
(34) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. 29
(Boston Partners Small Cap Value Fund II (formerly Micro Cap Value),
Institutional Class).
(35) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. 29
(Boston Partners Small Cap Value Fund II (formerly Micro Cap Value),
Investor Class).
(36) Administration and Accounting Services Agreement between Registrant and 29
PFPC, Inc. (Boston Partners Micro Cap Value Fund).
(37) Administrative Services Agreement between Registrant and Provident 26
Distributors, Inc. dated as of May 29, 1998 and relating to the n/I
funds, Schneider Small Cap Value Fund and Institutional Shares of the
Boston Partners Funds.
5
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SEE NOTE #
(38) Administrative Services Agreement Supplement between Registrant and 31
Provident Distributors, Inc. relating to the Boston Partners Long/Short
Equity Fund (formerly Market Neutral) - Institutional Class.
(39) Administrative and Accounting Services Agreement between Registrant and 31
PFPC, Inc. (Boston Partners Long/Short Equity Fund (formerly Market
Neutral) -- Institutional and Investor Classes).
(40) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. 31
(Boston Partners Long/Short Equity Fund (formerly Market Neutral) -
Institutional and Investor Classes).
(41) Transfer Agency Agreement Supplement between Registrant and PFPC, Inc. 31
(n/I Small Cap Value Fund).
(42) Administration and Accounting Services Agreement between Registrant and 31
PFPC, Inc. (n/I Small Cap Value Fund).
(43) Co-Administration Agreement between Registrant and Bear Stearns Funds 31
Management, Inc. (n/I Small Cap Value Fund).
(44) Administrative Services Agreement between Registrant and Provident 31
Distributors, Inc. (n/I Small Cap Value Fund).
(45) Form of Transfer Agency Agreement Supplement between 32
Registrant and PFPC, Inc. (Boston Partners Fund (formerly Long-Short
Equity)).
(46) Form of Administrative Services Agreement Supplement between 32
Registrant and Provident Distributors, Inc. (Boston Partners Fund
(formerly Long-Short Equity) - Institutional Shares).
(47) Form of Administration and Accounting Services Agreement 32
between Registrant and PFPC, Inc. (Boston Partners Fund (formerly
Long-Short Equity)).
(48) Transfer Agency Agreement Supplement between Registrant and 34
PFPC, Inc. (Bogle Small Cap Growth Fund).
(49) Administrative Services Agreement between Registrant and 34
Provident Distributors, Inc. (Bogle Small Cap Growth Fund).
(50) Non 12b-1 Shareholder Services Plan and Agreement for Bogle 34
Small Cap Growth Investor Shares.
(51) Agreement between E*TRADE Group, Inc., 36
Registrant and Registrant's principal underwriter.
(52) Fee Waiver Agreement for n/I Numeric Investors Funds. 36
(53) Administration and Accounting Services Agreement between Registrant 36
and PFC, Inc. (Bogle Investment Management Small Cap Growth Fund).
(54) Solicitation Agreement between n/I Numeric Investors and 36
Shareholder Communications Corporation.
(55) Administrative Services Assignment Agreement between 38
Registrant and PFPC Distributors, Inc. dated January 2, 2001.
(56) Transfer Agency Supplement between Registrant and PFPC Inc. 40
for the Bear Stearns Money Market Family.
(57) Form of Transfer Agency Supplement between Registrant and PFPC 42
Inc. for the Boston Partners All-Cap Value Fund.
(58) Form of Administration and Accounting Services Agreement 42
between Registrant and PFPC Inc. for the Boston Partners All-Cap Value
Fund.
(59) Form of Administrative Services Agreement Supplement between 42
Registrant and PFPC Distributors Inc. for the Boston Partners All-Cap
Value Fund.
(i) (1) Opinion of Drinker Biddle & Reath LLP. 41
(2) Opinion of Drinker Biddle & Reath LLP. 42
(j) (1) Consent of Drinker Biddle & Reath LLP. 42
(k) None.
6
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SEE NOTE #
(l) (1) Subscription Agreement (relating to Classes A through N). 2
(2) Subscription Agreement between Registrant and Planco Financial 7
Services, Inc., relating to Classes O and P.
(3) Subscription Agreement between Registrant and Planco Financial 7
Services, Inc., relating to Class Q.
(4) Subscription Agreement between Registrant and Counsellors Securities 9
Inc. relating to Classes R, S, and Alpha 1 through Theta 4.
(5) Purchase Agreement between Registrant and Numeric Investors, L.P. 17
relating to Class FF (n/I Micro Cap Fund).
(6) Purchase Agreement between Registrant and Numeric Investors, L.P. 17
relating to Class GG (n/I Growth Fund).
(7) Purchase Agreement between Registrant and Numeric Investors, L.P. 17
relating to Class HH (n/I Mid Cap Fund -- formerly Growth & Value).
(8) Purchase Agreement between Registrant and Boston Partners Asset 21
Management, L.P. relating to Classes QQ, RR and SS (Boston Partners
Large Cap Value Fund).
(9) Purchase Agreement between Registrant and Boston Partners Asset 22
Management, L.P. relating to Classes TT and UU (Boston Partners Mid Cap
Value Fund).
(10) Purchase Agreement between Registrant and Boston Partners Asset 24
Management L.P. relating to Classes VV and WW (Boston Partners Bond
Fund).
(11) Purchase Agreement between Registrant and Schneider Capital Management 29
Company relating to Class YY (Schneider Small Cap Value Fund).
(12) Purchase Agreement between Registrant and Boston Partners Asset 29
Management, L.P. relating to Classes DDD and EEE (Boston Partners Small
Cap Value Fund II (formerly Micro Cap Value)).
(13) Purchase Agreement between Registrant and Boston Partners Asset 31
Management relating to Classes III and JJJ (Boston Partners Long/Short
Equity Fund (formerly Market Neutral)).
(14) Purchase Agreement between Registrant and Provident Distributors, Inc. 31
relating to Class MMM (n/I Small Cap Value Fund).
(15) Form of Purchase Agreement between Registrant and Boston 32
Partners Asset Management, L. P. relating to Classes KKK and LLL
(Boston Partners Fund (formerly Long-Short Equity)).
(16) Purchase Agreement between Registrant and Bogle Investment 34
Management, L. P. (Bogle Small Cap Growth Fund)
(17) Form of Purchase Agreement between Registrant and Boston 42
Partners Asset Management , L.P. for the Boston Partners All-Cap Value
Fund.
(m) (1) Plan of Distribution (Sansom Street Money Market). 3
(2) Plan of Distribution (Sansom Street Tax-Free Money Market). 3
(3) Plan of Distribution (Sansom Street Government Obligations Money 3
Market).
(4) Plan of Distribution (Cash Preservation Money). 3
(5) Plan of Distribution (Cash Preservation Tax-Free Money Market). 3
(6) Plan of Distribution (Bedford Money Market). 3
(7) Plan of Distribution (Bedford Tax-Free Money Market). 3
(8) Plan of Distribution (Bedford Government Obligations Money Market). 3
(9) Plan of Distribution (Income Opportunities High Yield). 7
(10) Amendment No. 1 to Plans of Distribution (Classes A through Q). 8
(11) Plan of Distribution (Beta Tax-Free Money Market). 9
(12) Plan of Distribution (Beta Government Obligations Money Market). 9
(13) Plan of Distribution (Beta New York Money Market). 9
7
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SEE NOTE #
(14) Plan of Distribution (Gamma Tax-Free Money Market). 9
(15) Plan of Distribution (Gamma Government Obligations Money Market). 9
(16) Plan of Distribution (Gamma New York Municipal Money Market). 9
(17) Plan of Distribution (Delta New York Municipal Money Market). 9
(18) Plan of Distribution (Epsilon Money Market). 9
(19) Plan of Distribution (Epsilon Tax-Free Money Market). 9
(20) Plan of Distribution (Epsilon Government Obligations Money Market). 9
(21) Plan of Distribution (Epsilon New York Municipal Money Market). 9
(22) Plan of Distribution (Zeta Money Market). 9
(23) Plan of Distribution (Zeta Tax-Free Money Market). 9
(24) Plan of Distribution (Zeta Government Obligations Money Market). 9
(25) Plan of Distribution (Zeta New York Municipal Money Market). 9
(26) Plan of Distribution (Eta Money Market). 9
(27) Plan of Distribution (Eta Tax-Free Money Market). 9
(28) Plan of Distribution (Eta Government Obligations Money Market). 9
(29) Plan of Distribution (Eta New York Municipal Money Market). 9
(30) Plan of Distribution (Theta Money Market). 9
(31) Plan of Distribution (Theta Tax-Free Money Market). 9
(32) Plan of Distribution (Theta Government Obligations Money Market). 9
(33) Plan of Distribution (Theta New York Municipal Money Market). 9
(34) Plan of Distribution (Boston Partners Large Cap Value Fund Investor 21
Class).
(35) Plan of Distribution (Boston Partners Large Cap Value Fund Advisor 21
Class).
(36) Plan of Distribution (Boston Partners Mid Cap Value Fund Investor 21
Class).
(37) Plan of Distribution (Boston Partners Bond Fund Investor Class). 24
(38) Plan of Distribution (Boston Partners Small Cap Value Fund II (formerly 25
Micro Cap Value) Investor Class).
(39) Amendment to Plans of Distribution pursuant to Rule 12b-1. 31
(40) Plan of Distribution (Boston Partners Long/Short Equity Fund (formerly 30
Market Neutral) - Investor Class).
(41) Plan of Distribution (Principal Money Market). 29
(42) Form of Plan of Distribution (Boston Partners Fund (formerly Long 32
Short Equity) - Investor Class).
(43) Plan of Distribution (Bear Stearns Money Market Fund) 40
(44) Plan of Distribution (Bear Stearns Municipal Money Market Fund) 40
(45) Plan of Distribution (Bear Stearns Government Obligations Money 40
Market Fund)
(46) Form of Plan of Distribution pursuant to Rule 12b-1 (Boston 42
Partners All-Cap Value Fund).
(n) (1) Form of Amended Rule 18f-3 Plan.
(o) Amended 18f-3 Plan. 40
(p) (1) Code of Ethics of the Registrant. 37
(2) Code of Ethics of Boston Partners Asset Management, L. P. 39
(3) Code of Ethics of Numeric Investors, L. P. 37
(4) Code of Ethics of Schneider Capital Management Company. 37
(5) Code of Ethics of Bogle Investment Management, L. P. 39
(6) Code of Ethics of PFPC Distributors, Inc. 39
|
NOTE #
1 Incorporated herein by reference to Registrant's Registration Statement (No. 33-20827) filed on March 24, 1988, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
2 Incorporated herein by reference to Pre-Effective Amendment No. 2 to Registrant's Registration Statement (No. 33-20827) filed on July 12, 1988, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
3 Incorporated herein by reference to Post-Effective Amendment No. 1 to Registrant's Registration Statement (No. 33-20827) filed on March 23, 1989, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
4 Incorporated herein by reference to Post-Effective Amendment No. 2 to Registrant's Registration Statement (No. 33-20827) filed on October 25, 1989.
5 Incorporated herein by reference to Post-Effective Amendment No. 3 to the Registrant's Registration Statement (No. 33-20827) filed on April 27, 1990, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
6 Incorporated herein by reference to Post-Effective Amendment No. 4 to the Registrant's Registration Statement (No. 33-20827) filed on May 1, 1990, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
7 Incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant's Registration Statement (No. 33-20827) filed on December 14, 1990.
8 Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registrant's Registration Statement (No. 33-20827) filed on October 24, 1991, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
9 Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registrant's Registration Statement (No. 33-20827) filed on July 15, 1992, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
10 Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registrant's Registration Statement (No. 33-20827) filed on October 22, 1992, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
11 Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registrant's Registration Statement (No. 33-20827) filed on October 29, 1993, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
12 Incorporated herein by reference to Post-Effective Amendment No. 21 to the Registrant's Registration Statement (No. 33-20827) filed on October 28, 1994, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
13 Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant's Registration Statement (No. 33-20827) filed on December 19, 1994, and refiled electronically with Post-Effective Amendment No. 61 to Registrant's Registration Statement filed on October 30, 1998.
14 Incorporated herein by reference to Post-Effective Amendment No. 27 to the Registrant's Registration Statement (No. 33-20827) filed on March 31, 1995.
15 Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant's Registration Statement (No. 33-20827) filed on October 6, 1995.
16 Incorporated herein by reference to Post-Effective Amendment No. 29 to the Registrant's Registration Statement (No. 33-20827) filed on October 25, 1995.
17 Incorporated herein by reference to Post-Effective Amendment No. 34 to the Registrant's Registration Statement (No. 33-20827) filed on May 16, 1996.
18 Incorporated herein by reference to Post-Effective Amendment No. 37 to the Registrant's Registration Statement (No. 33-20827) filed on July 30, 1996.
19 Incorporated herein by reference to Post-Effective Amendment No. 39 to the Registrant's Registration Statement (No. 33-20827) filed on October 11, 1996.
20 Incorporated herein by reference to Post-Effective Amendment No. 41 to the Registrant's Registration Statement (No. 33-20827) filed on November 27, 1996.
21 Incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant's Registration Statement (No. 33-20827) filed on May 9, 1997.
22 Incorporated herein by reference to Post-Effective Amendment No. 46 to the Registrant's Registration Statement (33-20827) filed on September 25, 1997.
23 Incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant's Registration Statement (33-20827) filed on December 1, 1997.
24 Incorporated herein by reference to Post-Effective Amendment No. 51 to the Registrant's Registration Statement (33-20827) filed on December 8, 1997.
25 Incorporated herein by reference to Post-Effective Amendment No. 53 to the Registrant's Registration Statement (33-20827) filed on April 10, 1998.
26 Incorporated herein by reference to Post-Effective Amendment No. 56 to the Registrant's Registration Statement (33-20827) filed on June 25, 1998.
27 Incorporated herein by reference to Post-Effective Amendment No. 58 to the Registrant's Registration Statement (33-20827) filed on August 25, 1998.
28 Incorporated herein by reference to Post-Effective Amendment No. 59 to the Registrant's Registration Statement (33-20827) filed on September 15, 1998.
29 Incorporated herein by reference to Post-Effective Amendment No. 60 to the Registrant's Registration Statement (33-20827) filed on October 29, 1998.
30 Incorporated herein by reference to Post-Effective Amendment No. 62 to the Registrant's Registration Statement (33-20827) filed on November 12, 1998.
31 Incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant's Registration Statement (33-20827) filed on December 14, 1998.
32 Incorporated herein by reference to Post-Effective Amendment No. 65 to the Registrant's Registration Statement (33-20827) filed on May 19, 1999.
33 Incorporated herein by reference to Post-Effective Amendment No. 66 to the Registrant's Registration Statement (33-20827) filed on July 2, 1999.
34 Incorporated herein by reference to Post-Effective Amendment No. 67 to the Registrant's Registration Statement (33-20827) filed on September 30, 1999.
35 Incorporated herein by reference to Post-Effective Amendment No. 68 to the Registrant's Registration Statement (33-20827) filed on September 30, 1999.
36 Incorporated herein by reference to Post-Effective Amendment No. 69 to the Registrant's Registration Statement (33-20827) filed on December 1, 1999.
37 Incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant's Registration Statement (33-20827) filed on December 29, 2000.
38 Incorporated herein by reference to Post-Effective Amendment No. 73 to the Registrant's Registration Statement (33-20827) filed on March 15, 2001.
39 Incorporated herein by reference to Post-Effective Amendment No. 74 to the Registrant's Registration Statement (33-20827) filed on December 4, 2001.
40 Incorporated herein by reference to Post-Effective Amendment No. 75 to the Registrant's Registration Statement (33-20827) filed on December 4, 2001.
41 Incorporated herein by reference to Post-Effective Amendment No. 76 to the Registrant's Registration Statement (33-20827) filed on December 4, 2001.
42 A copy of such exhibit is filed electronically herewith.
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
Item 25. INDEMNIFICATION
Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits
(a)(1) and (a)(3), 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.
Sections 2 and 3 of the Assumption Agreements between PNC Bank, N.A. ("PNC") and Blackrock Institutional Management Corporation ("BIMC"), each dated April 29, 1998 and incorporated herein by reference to exhibits (d)(3), (d)(6) and (d)(9), provide for the indemnification of BIMC and PNC against certain losses.
Section 13 of the Investment Advisory Agreements between Registrant and Numeric
Investors, L.P. ("Numeric"), dated April 24, 1996, April 24, 1996, April 24,
1996, and November 30, 1998 and incorporated herein by reference to exhibits
(d)(13), (d)(14), (d)(15) and (d)(22), provides for the indemnification of
Numeric against certain losses.
Section 12 of the Investment Advisory Agreements between Registrant and Boston
Partners Asset Management, L.P. ("Boston Partners"), dated October 16, 1996, May
30, 1997, December 1, 1997, July 1, 1998, November 13, 1998 and July 1, 1999 and
incorporated herein by reference to exhibits (d)(16), (d)(17), (d)(18), (d)(20),
(d)(21) and (d)(23), provides for the indemnification of Boston Partners against
certain losses.
Section 12 of the Investment Advisory Agreement between Registrant and Bogle Investment Management, L.P. ("Bogle"), dated September 15, 1999 and incorporated herein by reference to exhibit (d)(24) provides for the indemnification of Bogle against certain losses.
Section 9 of the Distribution Agreement between Registrant and PFPC Distributors, Inc. ("PFPC"), dated January 2, 2001 and incorporated herein by reference to exhibit (e)(1) provides for the indemnification of PFPC Distributors against certain losses.
Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The information required by this Item 26 with respect to each director and officer of BlackRock Institutional Management Corporation ("BIMC") is incorporated by reference to Schedules A and D of Form ADV filed by BIMC with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940 (File No. 801-13304).
The information required by this Item 26 with respect to each director and officer of Numeric Investors, L. P. ("Numeric") is incorporated by reference to Schedules A and D of Form ADV filed by Numeric with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940 (File No. 801-35649).
The information required by this Item 26 with respect to each director and officer of Bogle Investment Management, L. P. ("Bogle") is incorporated by reference to Schedules A and D of Form ADV filed by Bogle with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-56815).
The information required by this Item 26 with respect to each director and officer of Boston Partners Asset Management, L.P. ("Boston Partners") is incorporated by reference to Schedules A and D of Form ADV filed by Boston Partners with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-49059).
The information required by this Item 26 with respect to each director and officer of Schneider Capital Management Company ("Schneider") is incorporated by reference to Schedules A and D of Form ADV filed by Schneider with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-55439).
Item 27. Principal Underwriter
(a) PFPC Distributors, Inc. (the "Distributor") acts as principal underwriter for the following investment companies as of March 1, 2002:
AB Funds Trust AFBA 5 Star Funds, Inc. Columbia Common Stock Fund, Inc. Columbia Growth Fund, Inc. Columbia International Stock Fund, Inc. Columbia Special Fund, Inc. Columbia Small Cap Fund, Inc. Columbia Real Estate Equity Fund, Inc. Columbia Balanced Fund, Inc. Columbia Daily Income Company Columbia U.S. Government Securities Fund, Inc. Columbia Fixed Income Securities Fund, Inc. Columbia Municipal Bond Fund, Inc. Columbia High Yield Fund, Inc. Columbia National Municipal Bond Fund, Inc. Columbia Strategic Value Fund, Inc. Columbia Technology Fund, Inc. Deutsche Asset Management VIT Funds Forward Funds, Inc. The Galaxy Fund The Galaxy VIP Fund Galaxy Fund II GAMNA Series Funds, Inc. Harris Insight Funds Trust Hillview Investment Trust II International Dollar Reserve Fund I, Ltd.
Kalmar Pooled Investment Trust
LKCM Funds
Matthews International Funds
Metropolitan West Funds
New Covenant Funds
Pictet Funds
The RBB Fund, Inc.
RS Investment Trust
Stratton Growth Fund, Inc.
Stratton Monthly Dividend REIT Shares, Inc.
The Stratton Funds, Inc.
Tomorrow Funds Retirement Trust
Trainer, Wortham First Mutual Funds
Undiscovered Managers Funds
Weiss, Peck & Greer Funds Trust
Weiss, Peck & Greer International Fund
Whitehall Funds Trust
Wilshire Target Funds, Inc.
WPG Growth Large Cap Fund
WPG Tudor Fund
WT Investment Trust
Distributed by BlackRock Distributors, Inc., a wholly owned subsidiary of PFPC Distributors, Inc.:
BlackRock Provident Institutional Funds BlackRock Funds, Inc.
Distributed by Northern Funds Distributors, LLC., a wholly owned subsidiary of PFPC Distributors, Inc.:
Northern Funds Trust Northern Institutional Funds Trust
Distributed by Offit Funds Distributor, Inc., a wholly owned subsidiary of PFPC Distributors, Inc.:
The Offit Investment Fund, Inc. The Offit Variable Insurance Fund, Inc.
Distributed by ABN AMRO Distribution Services (USA), Inc., a wholly owned subsidiary of PFPC Distributors, Inc.:
ABN AMRO Funds
PFPC Distributors, Inc. is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. PFPC Distributors, Inc. is located at 3200 Horizon Drive, King of Prussia, Pennsylvania 19406.
(b) The following is a list of the executive officers, directors, and partners of PFPC Distributors, Inc.:
Robert Crouse - Director Susan Keller - Director Michael Denofrio - Chairman, Chief Executive Officer and President Bruno DiStefano - Vice President Susan K. Moscaritolo - Vice President Elizabeth T. Holtsbery - Vice President Lisa Colon - Vice President Thomas Rodman - Vice President Rita G. Adler - Chief Compliance Officer Christine A. Ritch - Chief Legal Officer, Secretary and Clerk Christopher S. Conner - Assistant Secretary and Assistant Clerk Bradley A. Stearns - Assistant Secretary and Assistant Clerk John L. Wilson - Assistant Secretary and Assistant Clerk Douglas D. Castagna - Controller and Assistant Treasurer Craig D. Stokarski - Treasurer |
(c) Not applicable.
Item 28. LOCATION OF ACCOUNTS AND RECORDS
(1) PFPC Trust Company (assignee under custodian agreement), 8800 Tinicum Boulevard, Suite 200, Philadelphia, PA 19153 (records relating to its functions as sub-adviser and custodian).
(2) PFPC Distributors, Inc., 3200 Horizon Drive, King of Prussia, Pennsylvania 19406 (records relating to its functions as distributor).
(3) BlackRock Institutional Management Corporation, Bellevue Corporate Center, 100 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as investment adviser, sub-adviser and administrator).
(4) PFPC Inc., Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as transfer agent and dividend disbursing agent).
(5) Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, Philadelphia, Pennsylvania 19103 (Registrant's Articles of Incorporation, By-Laws and Minute Books).
(6) Numeric Investors, L.P., 1 Memorial Drive, Cambridge, Massachusetts 02142 (records relating to its function as investment adviser).
(7) Boston Partners Asset Management, L.P., One Financial Center, 43rd Floor, Boston, Massachusetts 02111 (records relating to its function as investment adviser).
(8) Schneider Capital Management Co., 460 East Swedesford Road, Suite 1080, Wayne, Pennsylvania 19087 (records relating to its function as investment adviser).
(9) Custodial Trust Company, 101 Carnegie Center, Princeton, New Jersey 08540 (records relating to its functions as custodian).
(10) Bogle Investment Management, L.P., 57 River Street, Suite 206, Wellesley, Massachusetts 02481 (records relating to its function as investment adviser).
(11) Bear Stearns & Co. Inc., Funds Management Department, 575 Lexington Avenue, New York, NY 10022 (records relating to its function as co-administrator for investment portfolios advised by Numeric Investors L.P.)
Item 29. MANAGEMENT SERVICES
None.
Item 30. UNDERTAKINGS
(a) Registrant hereby undertakes to hold a meeting of shareholders for the purpose of considering the removal of directors in the event the requisite number of shareholders so request.
(b) Registrant hereby undertakes to furnish each person to whom a prospectus is delivered a copy of Registrant's latest annual report to shareholders upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 77 to be signed on its behalf by the undersigned, duly authorized, in the City of Wilmington, and State of Delaware on the 15 day of May 2002.
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 Executive May 15, 2002
--------------------
Edward J. Roach Officer) and Treasurer (Principal
Financial and Accounting Officer)
*Donald van Roden Director May 15, 2002
-----------------
Donald van Roden
*Francis J. McKay Director May 15, 2002
-----------------
Francis J. McKay
*Marvin E. Sternberg Director May 15, 2002
--------------------
Marvin E. Sternberg
*Julian A. Brodsky Director May 15, 2002
------------------
Julian A. Brodsky
*Arnold M. Reichman Director May 15, 2002
-------------------
Arnold M. Reichman
*Robert Sablowsky Director May 15, 2002
-----------------
Robert Sablowsky
*By: /s/ EDWARD J. ROACH May 15, 2002
-------------------
Edward J. Roach
Attorney-in-Fact
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THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Donald van Roden, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director or officer, or both, of the Company, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
DATED: November 9, 2000
/S/ DONALD VAN RODEN
Donald van Roden
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THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Francis J. McKay, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director or officer, or both, of the Company, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
DATED: November 9, 2000
/S/ FRANCIS J. MCKAY
Francis J. McKay
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THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Marvin E. Sternberg, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director or officer, or both, of the Company, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
DATED: November 9, 2000
/S/ MARVIN E. STERNBERG
Marvin E. Sternberg
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THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Julian Brodsky, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director or officer, or both, of the Company, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
DATED: November 9, 2000
/S/ JULIAN BRODSKY
Julian Brodsky
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THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Arnold Reichman, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director or officer, or both, of the Company, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
DATED: November 9, 2000
/S/ ARNOLD REICHMAN
Arnold Reichman
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THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Robert Sablowsky, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director or officer, or both, of the Company, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.
DATED: November 9, 2000
/S/ ROBERT SABLOWSKY
Robert Sablowsky
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THE RBB FUND INC.
EXHIBIT INDEX
(a) (32) Articles Supplementary to Charter of the Registrant.
(a) (33) Articles of Amendment to Charter of the Registrant.
(d) (28) Form of Investment Advisory Agreement between Registrant and Boston Partners Asset Management, L. P.
(e) (5) Form of Distribution Agreement Supplement between Registrant and PFPC Distributors, Inc. (Boston Partners All-Cap Value Fund Investor Class).
(e) (6) Form of Distribution Agreement Supplement between Registrant and PFPC Distributors, Inc. (Boston Partners All-Cap Value Fund Institutional Class).
(g) (15) Letter Agreement among Registrant, The Chase Manhattan Bank and PFPC Trust Company, dated as of July 2, 2001, relating to custody of Registrant's foreign securities
(g) (16) Form of Custodian Agreement Supplement between Registrant and PFPC Trust Company (Boston Partners All-Cap Value Fund).
(h) (57) Form of Transfer Agency Supplement between Registrant and PFPC Inc. for the Boston Partners All-Cap Value Fund.
(h) (58) Form of Administration and Accounting Services Agreement between Registrant and PFPC Inc. for the Boston Partners All-Cap Value Fund.
(h) (59) Form of Administrative Services Agreement Supplement between Registrant and PFPC Distributors Inc. for the Boston Partners All-Cap Value Fund.
(i) (2) Opinion of Drinker Biddle & Reath LLP.
(j) (1) Consent of Drinker Biddle & Reath LLP.
(l) (17) Form of Purchase Agreement between Registrant and Boston Partners Asset Management, L.P. for the Boston Partners All-Cap Value Fund.
(m) (46) Form of Plan of Distribution pursuant to Rule 12b-1 (Boston Partners All-Cap Value Fund).
(n) (1) Form of Amended Rule 18f-3 Plan.
Exhibit (a)(32)
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: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law, the Board of Directors of the Company has reclassified One Hundred Million (100,000,000) authorized but unissued Class VV (Boston Partners Bond Fund-Institutional Class) shares of Common Stock of the Company as Class VV (Boston Partners All-Cap Value Fund-Institutional Class) shares of Common Stock, and One Hundred Million (100,000,000) authorized but unissued Class WW (Boston Partners Bond Fund-Investor Class) shares of Common Stock of the Company as Class WW (Boston Partners All-Cap Value Fund-Investor Class) shares of Common Stock , pursuant to the following resolutions adopted by the Board of Directors of Company by unanimous consent:
RESOLVED, that pursuant to the authority expressly given to the Board of Directors in Article VI, Section (4) of the Company's Charter, the Board hereby classifies authorized and unissued shares of Common Stock of the Company, par value $.001 per share, and hereby fixes and determines the rights, preferences, restrictions and other matters relating to such classes of Common Stock as follows:
1. CLASS VV SHARES. One hundred million (100,000,000) of the authorized and unissued Class VV (Boston Partners Bond Fund-Institutional Class) shares of Common Stock of the Company (par value $.001 per share) are hereby classified and designated as Class VV (Boston Partners All-Cap Value Fund-Institutional Class) shares of Common Stock.
2. CLASS WW SHARES. One hundred million (100,000,000) of the authorized and unissued Class WW (Boston Partners Bond Fund-Institutional Class) shares of Common Stock of the Company (par value $.001 per share) are hereby classified and designated as Class WW (Boston Partners All-Cap Value Fund-Investor Class) shares of Common Stock.
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 of redemption of each class of common stock of the Corporation
classified in these Articles Supplementary 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.
The shares of Class VV Common Stock and Class WW Common Stock will be issued without stock certificates.
The shares of Class VV Common Stock and Class WW Common Stock shall be invested in a common investment portfolio, with shares of Class VV Common Stock representing the Institutional Class of such portfolio and shares of Class WW Common Stock representing the Investor Class of such portfolio.
THIRD: The shares aforesaid have been duly reclassified by the Board of Directors of the Corporation pursuant to authority and power contained in the charter of the Corporation.
FOURTH: (1) Immediately before the reclassification of shares of common stock:
(a) the Corporation had 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
(b) the number of authorized shares of each class 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 five hundred million (1,500,000,000), 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;
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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;
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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 VV - one hundred million (100,000,000), par value $.001 per share;
Class WW - one hundred million (100,000,000), par value $.001 per share;
Class YY - one hundred million (100,000,000), par value $.001 per share;
Class ZZ - one hundred million (100,000,000), par value $.001 per share;
Class AAA - one hundred million (100,000,000), par value $.001 per share;
Class BBB - one hundred million (100,000,000), par value $.001 per share;
Class CCC - one hundred million (100,000,000), par value $.001 per share;
Class DDD - one hundred million (100,000,000), par value $.001 per share;
Class EEE - one hundred million (100,000,000), par value $.001 per share;
Class FFF - one hundred million (100,000,000), par value $.001 per share;
Class GGG - one hundred million (100,000,000), par value $.001 per share;
Class HHH - one hundred million (100,000,000), par value $.001 per share;
Class III - one hundred million (100,000,000), par value $.001 per share;
Class JJJ - one hundred million (100,000,000), par value $.001 per share;
Class KKK - one hundred million (100,000,000), par value $.001 per share;
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Class LLL - one hundred million (100,000,000), par value $.001 per share;
Class MMM - one hundred million (100,000,000), par value $.001 per share;
Class NNN - one hundred million (100,000,000), par value $.001 per share;
Class OOO - one hundred million (100,000,000), par value $.001 per share;
Class Select - seven hundred million (700,000,000), 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 Principal Money seven hundred million (700,000,000), 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 Bear Stearns
Money - two billion five hundred million (2,500,000,000), par value $.001 per share;
Class Bear Stearns
Municipal Money - one billion five hundred million (1,500,000,000), par value $.001 per share;
Class Bear Stearns
Government Money- one billion (1,000,000,000), 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;
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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;
Class Theta 4 - one million (1,000,000), par value $.001 per share;
for a total of twenty billion nine hundred seventy-three million
(20,973,000,000) shares classified into separate classes of common stock.
(2) After the reclassification of the aforesaid shares of common stock:
(a) 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
(b) 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 five hundred million (1,500,000,000), par value $.001 per share;
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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;
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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;
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 VV - one hundred million (100,000,000), par value $.001 per share;
Class WW - one hundred million (100,000,000), par value $.001 per share;
Class YY - one hundred million (100,000,000), par value $.001 per share;
Class ZZ - one hundred million (100,000,000), par value $.001 per share;
Class AAA - one hundred million (100,000,000), par value $.001 per share;
Class BBB - one hundred million (100,000,000), par value $.001 per share;
Class CCC - one hundred million (100,000,000), par value $.001 per share;
Class DDD - one hundred million (100,000,000), par value $.001 per share;
Class EEE - one hundred million (100,000,000), par value $.001 per share;
Class FFF - one hundred million (100,000,000), par value $.001 per share;
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Class GGG - one hundred million (100,000,000), par value $.001 per share;
Class HHH - one hundred million (100,000,000), par value $.001 per share;
Class III - one hundred million (100,000,000), par value $.001 per share;
Class JJJ - one hundred million (100,000,000), par value $.001 per share;
Class KKK - one hundred million (100,000,000), par value $.001 per share;
Class LLL - one hundred million (100,000,000), par value $.001 per share;
Class MMM - one hundred million (100,000,000), par value $.001 per share;
Class NNN - one hundred million (100,000,000), par value $.001 per share;
Class OOO - one hundred million (100,000,000), par value $.001 per share;
Class Select - seven hundred million (700,000,000), par value $.001 per share;
Class Beta 2 - one million (1,000,000), par value $.001 per share per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share per share;
Class Principal seven hundred million (700,000,000), par value $.001 per share;
Money -
Class Gamma 2 - one million (1,000,000), par value $.001 per share 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 Bear Stearns
Money - two billion five hundred million (2,500,000,000), par value $.001 per share;
Class Bear Stearns
Municipal Money - one billion five hundred million (1,500,000,000), par value $.001 per share;
Class Bear Stearns
Government Money- one billion (1,000,000,000), 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;
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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; Class Theta 4 - one million (1,000,000), par value $.001 per share; |
for a total of twenty billion nine hundred seventy-three million (20,973,000,000) shares classified into separate classes of common stock.
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on the 17th day of April, 2002.
THE RBB FUND, INC.
WITNESS:
By: /S/ MICHAEL P. MALLOY By: /S/ EDWARD J ROACH
--------------------- --------------------
Michael P. Malloy Edward J. Roach
Secretary President
|
CERTIFICATE
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 that the foregoing Articles Supplementary are the act of the 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 (a)(33)
THE RBB FUND, INC
ARTICLES OF AMENDMENT
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 charter of the Corporation is hereby amended to provide that any shares of the Corporation's Class VV (Boston Partners Bond Fund-Institutional Class) shares of Common Stock that are issued and outstanding immediately prior to these Articles of Amendment becoming effective, be cancelled and, until thereafter reclassified, shall be authorized but unissued shares of the Corporation's Class VV (Boston Partners Bond Fund-Institutional Class) shares of Common Stock.
SECOND: The charter of the Corporation is hereby amended to provide that any shares of the Corporation's Class WW (Boston Partners Bond Fund-Investor Class) shares of Common Stock that are issued and outstanding immediately prior to these Articles of Amendment becoming effective, be cancelled and, until thereafter reclassified, shall be authorized but unissued shares of the Corporation's Class WW (Boston Partners Bond Fund-Investor Class) shares of Common Stock.
THIRD: The foregoing amendment to the charter of the Corporation was duly authorized and advised by the Board of Directors of the Corporation and approved by the shareholders of the Corporation entitled to vote thereon in accordance with the Corporation's
charter.
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its President, and witnessed by its Assistant Secretary, as of the 11th day of April, 2002.
WITNESS: THE RBB FUND, INC.
By: /S/ MICHAEL P. MALLOY By: /S/ EDWARD J. ROACH
--------------------- -------------------
Michael P. Malloy Edward J. Roach
Assistant Secretary President
|
CERTIFICATE
THE UNDERSIGNED, President of The RBB Fund, Inc. (the "Corporation"), who executed on behalf of said Corporation the foregoing Articles of Amendment of said Corporation, of which this Certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Amendment to be the act of said Corporation, and certifies to the best of his knowledge, information and belief, that the matters and facts set forth therein relating to the authorization and approval are true in all material respects, under the penalties of perjury.
Dated: April 11, 2002 /S/ EDWARD J. ROACH
-------------------
Edward J. Roach
President
|
Exhibit (d)(28)
PROPOSED
INVESTMENT ADVISORY AGREEMENT
Boston Partners All-Cap Value Fund
AGREEMENT made as of ____________ __, 2002 between THE RBB FUND, INC., a Maryland corporation (herein called the "Fund"), and Boston Partners Asset Management, L.P. (herein called the "Investment Advisor").
WHEREAS, the Fund is registered as an open-end, management investment company under the Investment Company Act of 1940 (the "1940 Act") and currently offers or proposes to offer shares representing interests in separate investment portfolios; and
WHEREAS, the Fund desires to retain the Investment Advisor to render certain investment advisory services to the Fund with respect to the Fund's Boston Partners All-Cap Value Fund (the "Portfolio"), and the Investment Advisor is willing to so render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Investment Advisor to act as investment advisor for the Portfolio for the period and on the terms set forth in this Agreement. The Investment Advisor accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Fund has furnished the Investment Advisor with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Board of Directors of the Fund authorizing the appointment of the Investment Advisor and the execution and delivery of this Agreement;
(b) Each prospectus and statement of additional information relating to any class of Shares representing interests in the Portfolio of the Fund in effect under the 1933 Act (such prospectus and statement of additional information, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectus" and "Statement of Additional Information," respectively).
The Fund will promptly furnish the Investment Advisor from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the Investment Advisor with copies of the Fund's Charter and By-laws, and any registration statement or service contracts related to the Portfolio, and will promptly furnish the Investment Advisor with any amendments of or supplements to such documents.
3. MANAGEMENT OF THE PORTFOLIO. Subject to the supervision of the Board of Directors of the Fund, the Investment Advisor will provide for the overall management of the Portfolio including (i) the provision of a continuous investment program for the Portfolio, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Portfolio, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Fund for the Portfolio, and (iii) the placement from time to time of orders for all purchases and sales made for the Portfolio. The Investment Advisor will provide the services rendered by it hereunder in accordance with the Portfolio's investment objectives, restrictions and policies as stated in the applicable Prospectus and the Statement of Additional Information, provided that the Investment Adviser has actual notice or knowledge of any changes by the Board of Directors to such investment objectives, restrictions or policies. The Investment Advisor further agrees that it will render to the Fund's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may reasonably request. The Investment Advisor agrees to provide to the Fund (or its agents and service providers) prompt and accurate data with respect to the Portfolio's transactions and, where not otherwise available, the daily valuation of securities in the Portfolio.
4. BROKERAGE. Subject to the Investment Advisor's obligation to obtain best price and execution, the Investment Advisor shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Advisor places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Advisor is authorized to cause the Portfolio to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Advisor, provided that the Investment Advisor determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Advisor's overall responsibilities with respect to accounts as to which the Investment Advisor exercises investment discretion. The Investment Advisor may aggregate securities orders so long as the Investment Advisor adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolio's securities be purchased from or sold to the Fund's principal underwriter, the Investment Advisor, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Advisor shall report to the Board of Directors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Advisor,
pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Advisor to the Fund and the Investment Advisor's other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934.
5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Investment Advisor further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies having jurisdiction over the Investment Advisor in the performance of its duties hereunder. The Investment Advisor will treat confidentially and as proprietary information of the Fund all records and other information relating to the Fund and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Investment Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund.
6. SERVICES NOT EXCLUSIVE. The Investment Advisor and its officers may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Advisor to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Portfolio or the Fund.
Nothing in this Agreement shall limit or restrict the Investment Advisor or any of its partners, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Fund acknowledges that the Investment Advisor and its partners, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Portfolio. The Investment Advisor shall have no obligation to acquire for the Portfolio a position in any investment which the Investment Advisor, its partners, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Investment Advisor not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.
The Investment Advisor agrees that this Paragraph 6 does not constitute a waiver by the Fund of the obligations imposed upon the Investment Advisor to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor constitute a waiver by the Fund of the obligations imposed upon the Investment Advisor under Section 206 of the Investment Advisers Act of 1940 and the rules thereunder. Further, the Investment Advisor agrees that this Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation of the Investment Advisor arising under federal or state law, including Section 36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Investment Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
8. EXPENSES. During the term of this Agreement, the Investment Advisor will pay all expenses incurred by it in connection with its activities under this Agreement. The Portfolio shall bear all of its own expenses not specifically assumed by the Investment Advisor. General expenses of the Fund not readily identifiable as belonging to a portfolio of the Fund shall be allocated among all investment portfolios by or under the direction of the Fund's Board of Directors in such manner as the Board determines to be fair and equitable. Expenses borne by the Portfolio shall include, but are not limited to, the following (or the portfolio's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by the Portfolio and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Portfolio by the Investment Advisor; (c) filing fees and expenses relating to the registration and qualification of the Fund and the Portfolio's shares under federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Fund's directors and officers; (e) taxes (including any income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out a liability of or claim for damages or other relief asserted against the Fund or the Portfolio for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; (i) charges of custodians and other agents; (j) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy material that are not attributable to a class; (1) any extraordinary expenses; (m) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (n) costs of mailing and tabulating proxies and costs of shareholders' and directors' meetings; (o) costs of independent pricing services to value a portfolio's securities; and (p) the costs of investment company literature and other publications provided by the Fund to its directors and officers. Distribution expenses, transfer agency expenses, expenses of preparation, printing and mailing, prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular class of the Fund are allocated to such class.
9. VOTING. The Investment Advisor shall have the authority to vote as agent for the Fund, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which Portfolio's assets may be invested from time to time, subject to such policies and procedures as the Board of Directors of the Fund may adopt from time to time.
10. RESERVATION OF NAME. The Investment Advisor shall at all times have all rights in and to the Portfolio's name and all investment models used by or on behalf of the Portfolio. The Investment Advisor may use the Portfolio's name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use.
11. COMPENSATION.
(a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Advisor from the assets of the Portfolio and the Investment Advisor will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of 1.00% of the Portfolio's average daily net assets.
(b) The fee attributable to the Portfolio shall be satisfied only against assets of the Portfolio and not against the assets of any other investment portfolio of the Fund.
12. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISOR. The Investment Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Advisor in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Portfolio will indemnify the Investment Advisor against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Investment Advisor. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Advisor was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Advisor was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Portfolio who are neither "interested persons" of the Portfolio nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in a written opinion. The Investment Advisor shall be entitled to advances from the Portfolio for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Investment Advisor shall provide to the Portfolio a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Portfolio has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment Advisor shall provide a security in form and amount acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily
available to the Portfolio at the time the advance is proposed to be made, that there is reason to believe that the Investment Advisor will ultimately be found to be entitled to indemnification. Any amounts payable by the Portfolio under this Section shall be satisfied only against the assets of the Portfolio and not against the assets of any other investment portfolio of the Fund.
The limitations on liability and indemnification provisions of this paragraph 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Investment Advisor's rights to the Portfolio's name. The Investment Advisor shall indemnify and hold harmless the Fund and the Portfolio for any claims arising from the use of the term "Boston Partners" in the name of the Portfolio.
13. DURATION AND TERMINATION. This Agreement shall become effective with
respect to the Portfolio upon approval of this Agreement by vote of a majority
of the outstanding voting securities of the Portfolio and, unless sooner
terminated as provided herein, shall continue with respect to the Portfolio
until August 16, 2003. Thereafter, if not terminated, this Agreement shall
continue with respect to the Portfolio for successive annual periods ending on
August 16 PROVIDED such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Board of Directors of the
Fund who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio; PROVIDED, HOWEVER, that
this Agreement may be terminated with respect to the Portfolio by the Fund at
any time, without the payment of any penalty, by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of the
Portfolio, on 60 days' prior written notice to the Investment Advisor, or by the
Investment Advisor at any time, without payment of any penalty, on 60 days'
prior written notice to the Fund. This Agreement will immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and "assignment" shall
have the same meaning as such terms have in the 1940 Act).
14. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought, and no amendment of this Agreement affecting the Portfolio shall be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Portfolio.
15. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Delaware law.
16. CHANGE IN MEMBERSHIP. The Investment Advisor shall notify the Fund of any change in its membership within a reasonable time after such change.
17. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.
18. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
THE RBB FUND, INC.
By:__________________________________
Name: Edward J. Roach
Title: President & Treasurer
BOSTON PARTNERS ASSET
MANAGEMENT, L.P., by BOSTON
PARTNERS, INC., its General Partner
By:__________________________________
Name:
Title:
Exhibit (e)(5)
DISTRIBUTION AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Boston Partners All-Cap Value Fund
(Investor Class)
This supplemental agreement is entered into this ____ day of ______, 2002, by and between THE RBB FUND, INC. (the "Fund") and PFPC DISTRIBUTORS, INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and the Distributor have entered into a Distribution Agreement, dated as of January 2, 2001 (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 Investor Class (the "Class") of Common Stock of the Boston Partners All-Cap Value 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. PFPC DISTRIBUTORS, INC. By:___________________________ By:___________________________ |
Edward J. Roach Lisa Marie Colon
Title: President Title: Vice President
|
Exhibit (e)(6)
PROPOSED
DISTRIBUTION AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Boston Partners All-Cap Value Fund
(Institutional Class)
This supplemental agreement is entered into this ____ day of ______, 2002, by and between THE RBB FUND, INC. (the "Fund") and PFPC DISTRIBUTORS, INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and the Distributor have entered into a Distribution Agreement, dated as of January 2, 2001 (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 Institutional Class (the "Class") of Common Stock of the Boston Partners All-Cap Value Fund.
2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by the Distributor on behalf of the Class as provided in the Distribution Agreement and herein, the Fund shall pay the Distributor no compensation.
3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.
THE RBB FUND, INC. PFPC DISTRIBUTORS, INC.
By: _____________________________ By:______________________________
Edward J. Roach Lisa Marie Colon
Title: President Title: Vice President
|
[LETTERHEAD OF THE CHASE MANHATTAN BANK]
The RBB Fund, Inc.
400 Bellevue Parkway, 3rd Floor
Wilmington, Delaware 19809
PFPC Trust Company
Bellevue Park Corporate Center
Wilmington, Delaware 19809
Re: SEC RULE 17F-5 AND RULE 17F-7
Dear Sirs:
Reference is made to the amended and restated custody agreement dated as of November 21, 1997 (the "Foreign Custody Agreement"), as amended, by and between The Chase Manhattan Bank (as successor by operation of law to Morgan Stanley Trust Company) ("Custodian") and PFPC Trust Company ("PFPC") for the safekeeping of securities and cash ("Property") received by the Custodian for the account of PFPC on behalf of certain customers of PFPC, including The RBB Fund, Inc. (the "Fund"). Reference is also made to the custodian services agreement(s) (each a "Fund Custody Agreement") by and between PFPC and the Fund.
1. RULE 17F-5
1.1. With respect to foreign Property in such jurisdictions as the Fund and the Custodian shall agree from time to time, the Fund hereby delegates to the Custodian, and the Custodian hereby accepts and assumes, the following duties of a "Foreign Custody Manager" as set forth in Securities and Exchange Commission rule 17f-5 ("rule 17f-5") under the Investment Company Act of 1940, as amended ("1940 Act"):
a. selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1)), having first determined that foreign Property placed and maintained in the safekeeping of each such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Property, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);
b. determining that the written contract with each Eligible Foreign Custodian requires that the Eligible Foreign Custodian will provide reasonable care for foreign Property based on the standards applicable to custodians in the relevant market (as provided in rule 17f-5(c)(2)) and entering into written contracts with such Eligible Foreign Custodians; and
c. establishing a system for monitoring the appropriateness of both maintaining the foreign Property with each Eligible Foreign Custodian and the custody contractual arrangements with such Eligible Foreign Custodians, it being understood, however, that in the event that Custodian shall have determined that the existing Eligible Foreign Custodian in a given country no longer affords reasonable care to foreign Property and that no other Eligible Foreign Custodian in that country would afford reasonable care, Custodian shall
promptly so advise the Fund and shall then act in accordance with authorized instructions with respect to the disposition of the affected foreign Property.
For purposes of clarity, it is understood and agreed that Custodian shall not be responsible for any Foreign Custody Manager duties, including but not limited to those described in a., b. and c. above, with respect to any securities depository.
1.2. In acting as a Foreign Custody Manager, the Custodian shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of fund foreign Property would exercise, and shall be liable to the Fund for any loss which shall occur as a result of the Custodian's negligence in acting as Foreign Custody Manager hereunder, provided however that the Custodian shall not be liable for indirect, special or consequential damages or losses. PFPC will indemnify the Custodian for losses, liabilities and expenses suffered by the Custodian with respect to the matters set forth in this document, to the same extent that PFPC is required to indemnify the Custodian for the Custodian's actions or inactions under the Foreign Custody Agreement (including the limitations on indemnity set forth in the Foreign Custody Agreement). The Fund will indemnify PFPC for losses, liabilities and expenses suffered by PFPC with respect to the matters set forth in this document, except for such losses, liabilities and expenses arising from PFPC's willful misfeasance, bad faith, negligence or reckless disregard and except for any indirect, special or consequential damages or losses. In no event shall PFPC be responsible to the Fund for the Custodian or for any action or inaction of the Custodian under this document.
1.3. The Custodian shall provide the Board of Directors of the Fund with written quarterly reports for use at the Fund's quarterly Board of Directors meetings regarding the placement of the foreign Property with a particular Eligible Foreign Custodian and any material changes to the arrangements with any Eligible Foreign Custodian holding any foreign Property.
1.4. Subject to Sections 1.1 - 1.3 above, the Custodian is hereby authorized to place and maintain foreign Property on behalf of the Fund with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by the Custodian.
1.5. In acting as a Foreign Custody Manager, the Custodian shall not supervise, recommend or advise the Fund relative to the investment, purchase, sale, retention or disposition of any foreign Property in any country, including with respect to prevailing country risks. At the Fund's request, the Custodian shall provide to the Fund such information relating to country risk as is specified in Appendix 1 hereto. The Fund hereby acknowledges that: (i) such information is solely designed to inform the Fund of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) the Custodian has gathered the information from sources it considers reliable, but that the Custodian shall have no responsibility for inaccuracies or incomplete information.
2. RULE 17F-7
2.1. (a) The Fund and PFPC appoint the Custodian, for such consideration (if any) as agreed and as contemplated by Securities and Exchange Commission rule 17f-7 ("rule 17f-7") under the 1940 Act, to provide an analysis to the Fund of the custody risks associated with maintaining the Fund's foreign Property with each "Eligible Securities Depository" (as that term is defined in rule 17f-7(b)(1)) used by the Custodian as of the effective date of this document (or, in the case of an Eligible Securities Depository not used by the Custodian as of such date, upon
the Custodian's use of such Depository after such date) and at which any foreign Property of the Fund is held or is expected to be held. The foregoing analysis may be provided at the Custodian's website. The Custodian shall monitor the custody risks associated with maintaining the Fund's foreign Property at each such Eligible Securities Depository on a continuing basis and shall promptly notify the Fund or its adviser of any material change in such risks.
(b) Based on the information available to it in the exercise of diligence, the Custodian shall determine the eligibility under rule 17f-7 of each depository listed on Appendix B hereto (as the same may be changed by the Custodian from time to time) and shall promptly advise the Fund if any such depository ceases to be eligible.
2.2. The Fund acknowledges that it may maintain foreign Property only at the depositories listed on Exhibit B hereto (as the same may be changed by the Custodian from time to time). If the Fund maintains foreign Property at a depository listed on Exhibit B (including foreign Property maintained by the Fund at the time this document is entered into) or the Fund enters into a transaction with respect to foreign Property that as a matter of practice is or may be maintained at a depository listed on Exhibit B, such action will (unless the Fund provides written notice to the Custodian and PFPC specifically stating that a particular depository is not acceptable to it) serve as the Fund's acknowledgement that such depository is acceptable to it.
2.3. The Custodian shall exercise reasonable care, prudence and diligence in performing services pursuant to Section 2 hereof, and shall be liable to the Fund for any loss which shall occur as a result of the Custodian's negligence in performing such services, provided however that the Custodian shall not be liable for indirect, special or consequential damages or losses. PFPC will indemnify the Custodian for losses, liabilities and expenses suffered by the Custodian with respect to the matters set forth in this document, to the same extent that PFPC is required to indemnify the Custodian for the Custodian's actions or inactions under the Foreign Custody Agreement (including the limitations on indemnity set forth in the Foreign Custody Agreement). The Fund will indemnify PFPC for losses, liabilities and expenses suffered by PFPC with respect to the matters set forth in this document, except for such losses, liabilities and expenses arising from PFPC's willful misfeasance, bad faith, negligence or reckless disregard and except for any indirect, special or consequential damages or losses. In no event shall PFPC be responsible to the Fund for the Custodian or for any action or inaction of the Custodian under this document. The Fund and PFPC agree that PFPC's obligation to exercise reasonable care, prudence and diligence in providing for the services set forth in sub-section 2.1 above is satisfied by the appointment of the Custodian hereunder to provide those services.
3. GENERAL
3.1. Each party hereto represents that it has taken all requisite action (corporate or otherwise) to authorize the execution and delivery of this document, and in addition the Fund represents that the foreign Property which is the subject matter of this document is subject to the 1940 Act and that its Board of Directors (or other governing body) has determined that it is reasonable to rely on the Custodian to perform as the Fund's Foreign Custody Manager.
3.2. Notwithstanding the provisions of any arrangements between the Fund and PFPC or otherwise, the Fund hereby agrees that assets may be maintained with any Eligible Foreign Custodian referred to in sub-section 1.4 above and any Eligible Securities Depository as defined in rule 17f-7(b)(1) (without the need to comply with any notice or consent or other requirements
which may be set forth in any such arrangements). PFPC will not be deemed to have chosen any such Eligible Foreign Custodians or Eligible Securities Depositories.
3.3. As between the Custodian and PFPC, Section 2 of the Foreign Custody Agreement is hereby deleted and replaced with the following:
Property may be placed and maintained: (i) in custody and deposit
accounts that have been established by the Custodian with one or more
U.S. or foreign banks as listed on Exhibit A hereto (which shall be
"Eligible Foreign Custodians" as defined in SEC rule 17f-5), and as
such Exhibit may be amended from time to time by the Custodian by
written notice to the Client (the "Subcustodians") and (ii) through
the facilities of the securities depositories (which shall be
"Eligible Securities Depositories" as defined in SEC rule 17f-7)
listed on Exhibit B hereto (as the same may be amended from time to
time) provided that the particular securities depository is acceptable
for the particular Account whose assets are to be maintained at that
securities depository (such acceptability to be determined pursuant to
Section 2.2 of the letter agreement between the Custodian, the Client
and the applicable Account, which letter agreement is captioned "SEC
Rule 17f-5 and Rule 17f-7"). At the request of Client, Custodian may,
but need not, add to Exhibit A an Eligible Foreign Custodian that is a
bank where Custodian has not acted as Foreign Custody Manager with
respect to the selection thereof. Custodian shall notify Client in the
event that it elects to add any such entity. For purposes of the
liability provisions of the Agreement, the term Subcustodian shall not
include any entity so added. Custodian shall hold Property through a
Subcustodian only if (a) neither such Subcustodian nor any of its
creditors may assert any right, charge, security interest, lien,
encumbrance or other claim of any kind to the Property, except a claim
of payment for their safe custody or administration or except (in the
case of cash deposits) for liens or rights in favor of creditors
arising under bankruptcy, insolvency or similar laws and (b)
beneficial ownership of such Property may be freely transferred
without the payment of money or value other than for safe custody or
administration. Except where contrary to local law or regulation, the
Custodian or a Subcustodian may hold Property at a securities
depository only if such Property is maintained by the Custodian or
Subcustodian in accounts identified as belonging to the Custodian or
Subcustodian (as applicable) for the benefit of its clients and such
accounts are subject only to instructions of the Custodian or
Subcustodian (as applicable). Property held by the Custodian at a
securities depository will be identified on the Custodian's books as
belonging to the Client for the benefit of a particular Account.
3.4. The duties of the Custodian set forth herein are in addition to the duties of the Custodian under the Foreign Custody Agreement.
3.5. This document shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. This document may be executed by one or more of the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
3.6. This document shall apply only to the Fund, and shall not apply to any other customer of PFPC.
If the foregoing corresponds to your understanding of our agreement, please indicate your acceptance by the signature of your authorized representative below.
Yours truly,
THE CHASE MANHATTAN BANK
By: _________________________________
Name: _________________________________
Title: _________________________________
Agreed and accepted:
THE RBB FUND, INC.
By: _________________________________
Name: _________________________________
Title: _________________________________
PFPC TRUST COMPANY
By: _________________________________
Name: _________________________________
Title: _________________________________
Dated as of July 2, 2001
Appendix 1
INFORMATION REGARDING COUNTRY RISK
1. To aid the Fund in its determinations regarding Country Risk, Custodian shall furnish annually and upon the initial placing of Property into a country the following information (check items applicable):
A. Opinions of local counsel concerning:
i. Whether applicable foreign law would restrict the access afforded the Fund's independent public accountants to books and records kept by an Eligible Foreign Custodian located in that country.
ii. Whether applicable foreign law would restrict the Fund's ability to recover its assets in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.
iii. Whether applicable foreign law would restrict the Fund's ability to recover assets that are lost while under the control of an Eligible Foreign Custodian located in the country.
B. Written information concerning:
i. The likelihood of expropriation, nationalization, freezes, or confiscation of the Fund's assets.
ii. Whether difficulties in converting the Fund's cash and cash equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics: (i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) securities depositories (including securities depository evaluation).
2. Custodian shall furnish the following additional information on an as needed basis:
Market flashes, including with respect to changes in the information in market reports.
EXHIBIT A
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
------- ------------- ------------------
ARGENTINA The Chase Manhattan Bank BANCO GENERALE DE NEGOCIOS
Arenales 707, 5th Floor BUENOS AIRES
1061 Buenos Aires
ARGENTINA
Citibank, N.A. BANCO GENERALE DE NEGOCIOS
Bartolome Mitre 530 BUENOS AIRES
1036 Buenos Aires
ARGENTINA
AUSTRALIA The Chase Manhattan Bank AUSTRALIA AND NEW ZEALAND.
Level 37 BANKING GROUP LTD
AAP Center MELBOURNE
259, George Street
Sydney NSW 2000
AUSTRALIA
AUSTRIA Bank Austria AG CHASE MANHATTAN BANK AG
Julius Tandler Platz - 3 FRANKFURT
A-1090 Vienna
AUSTRIA
BAHRAIN HSBC Bank Middle East NATIONAL BANK OF BAHRAIN
PO Box 57 MANAMA
Manama, 304
BAHRAIN
BANGLADESH Standard Chartered Bank STANDARD CHARTERED BANK
18-20 Motijheel C.A. DHAKA
Box 536,
Dhaka-1000
BANGLADESH
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BELGIUM Fortis Bank N.V. CHASE MANHATTAN BANK AG
3 Montagne Du Parc FRANKFURT
1000 Brussels
BELGIUM
BERMUDA The Bank of Bermuda Limited THE BANK OF BERMUDA LTD
6 Front Street HAMILTON
Hamilton HMDX
BERMUDA
BOTSWANA Barclays Bank of Botswana Limited BARCLAYS BANK OF BOTSWANA LTD
Barclays House, Khama Crescent GABORONE
Gaborone
BOTSWANA
BRAZIL Citibank, N.A. CITIBANK, N.A..
Avenida Paulista, 1111 SAO PAULO
Sao Paulo, SP 01311-920
BRAZIL
BankBoston, N.A. BANKBOSTON, N.A.
Rua Libero Badaro, 425-29 andar SAO PAULO
Sao Paulo - SP 01009-000
BRAZIL
BULGARIA ING Bank N.V. ING BANK N.V.
Sofia Branch SOFIA
7 Vassil Levski Street
1000 Sofia
BULGARIA
CANADA Canadian Imperial Bank of Commerce ROYAL BANK OF CANADA
Commerce Court West TORONTO
Security Level
Toronto, Ontario M5L 1G9
CANADA
Royal Bank of Canada ROYAL BANK OF CANADA
200 Bay Street, Suite 1500 TORONTO
15th Floor
Royal Bank Plaza, North Tower
Toronto
Ontario M5J 2J5
CANADA
(T12207321)
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CHILE Citibank, N.A. CITIBANK, N.A.
Avda. Andres Bello 2687 SANTIAGO
3rd and 5th Floors
Santiago
CHILE
CHINA - SHANGHAI The Hongkong and Shanghai Banking CITIBANK, N.A.
Corporation Limited NEW YORK
34/F, Shanghai Senmao International
Building
101 Yin Cheng East Road
Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA
CHINA - SHENZHEN The Hongkong and Shanghai Banking THE CHASE MANHATTAN BANK
Corporation Limited HONG KONG
1st Floor
Century Plaza Hotel
No.1 Chun Feng Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
COLOMBIA Cititrust Colombia S.A. CITITRUST COLOMBIA S.A. SOCIEDAD
Sociedad Fiduciaria FIDUCIARIA
Carrera 9a No 99-02 SANTA FE DE BOGOTA
First Floor
Santa Fe de Bogota, D.C.
COLOMBIA
CROATIA Privredna banka Zagreb d.d. PRIVREDNA BANKA ZAGREB D.D.
Savska c.28 ZAGREB
10000 Zagreb
CROATIA
CYPRUS The Cyprus Popular Bank Ltd. CYPRUS POPULAR BANK
154 Limassol Avenue NICOSIA
P.O. Box 22032
CY-1598 Nicosia,
CYPRUS
CZECH REPUBLIC Ceskoslovenska Obchodni Banka, A.S. CESKOSLOVENSKA OBCHODNI BANKA, A.S
Na Prikope 14 PRAGUE
115 20 Prague 1
CZECH REPUBLIC
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DENMARK Danske Bank A/S UNIBANK A/S
2-12 Holmens Kanal COPENHAGEN
DK 1092 Copenhagen K
DENMARK
EUROMARKET Euroclear ECU: Chase Manhattan Bank AG
Euroclear Operations Centre Frankfurt
Boulevard Emile Jacqmain 151
B-1210 Bussels
BELGIUM
CHASE LONDON GENERAL ACCOUNT 91408
The First national Bank of Chicago ECU: Chase Manhattan Bank AG
1 Triton Square Frankfurt
London NW1 3FN For all other currencies: see relevant country
UNITED KINGDOM(Euro CDs only)
ECUADOR Citibank, N.A. CITIBANK, N.A.
Av. Republica de El Salvador y QUITO
Naciones Unidas (Esquina)
Quito
ECUADOR
EGYPT Citibank, N.A. CITIBANK, N.A.
4 Ahmed Pasha Street CAIRO
Garden City
Cairo
EGYPT
ESTONIA Hansabank ESTI UHISPANK
Liivalaia 8 TALLINN
EE0001 Tallinn
ESTONIA
FINLAND Merita Bank Plc CHASE MANHATTAN BANK AG
2598 Custody Services FRANKFURT
Aleksis Kiven Katu 3-5
FIN-00020 MERITA, Helsinki
FINLAND
FRANCE BNP PARIBAS S.A. CHASE MANHATTAN BANK AG
Ref 256 FRANKFURT
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
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Societe Generale CHASE MANHATTAN BANK AG
50 Boulevard Haussman FRANKFURT
75009 Paris
FRANCE
Credit Agricole Indosuez CHASE MANHATTAN BANK AG
96 Blvd. Haussmann FRANKFURT
75008 Paris
FRANCE
(SICOVAM #44)
GERMANY Dresdner Bank AG CHASE MANHATTAN BANK AG
Juergen-Ponto-Platz 1 FRANKFURT
60284 Frankfurt/Main
GERMANY
GHANA Barclays Bank of Ghana Limited BARCLAYS BANK OF GHANA LTD
Barclays House, High Street ACCRA
Accra
GHANA
GREECE Barclays Bank PLC CHASE MANHATTAN BANK AG
1, Kolokotroni Street FRANKFURT
105 62 Athens
GREECE
HONG KONG The Hongkong and Shanghai Banking THE CHASE MANHATTAN BANK
Corporation Limited HONG KONG
36th Floor, Sun Hung Kai Centre
30 Harbour Road
Wan Chai
HONG KONG
HUNGARY Citibank Rt. CITIBANK RT.
Szabadsag ter 7-9 BUDAPEST
H-1051 Budapest V
HUNGARY
INDIA The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
Corporation Limited MUMBAI
Sudam Kalu Ahire Marg, Worli
Mumbai 400 025
INDIA
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Deutsche Bank AG DEUTSCHE BANK AG
Kodak House MUMBAI
222 D.N. Road, Fort
Mumbai 400 001
INDIA
Standard Chartered Bank STANDARD CHARTERED BANK
Phoenix Centre, Phoenix Mills Compound MUMBAI
Senapati Bapat Marg, Lower Parel
Mumbai 400 013
INDIA
INDONESIA The Hongkong and Shanghai Banking STANDARD CHARTERED BANK
Corporation Limited JAKARTA
World Trade Center
Jl. Jend Sudirman Kav. 29-31
Jakarta 10023
INDONESIA
Standard Chartered Bank STANDARD CHARTERED BANK
Jl. Jend Sudirman Kav. 33-A JAKARTA
Jakarta 10220
INDONESIA
IRELAND Bank of Ireland CHASE MANHATTAN BANK AG
International Financial Services Centre FRANKFURT
1 Harbourmaster Place
Dublin 1
IRELAND
Allied Irish Banks, p.l.c. CHASE MANHATTAN BANK AG
P.O. Box 518 FRANKFURT
International Financial Services Centre
Dublin 1
IRELAND
ISRAEL Bank Leumi le-Israel B.M. BANK LEUMI LE-ISRAEL B.M.
35, Yehuda Halevi Street TEL AVIV
61000 Tel Aviv
ISRAEL
ITALY BNP PARIBAS S.A. CHASE MANHATTAN BANK AG
2 Piazza San Fedele FRANKFURT
20121 Milan
ITALY
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IVORY COAST Societe Generale de Banques en Cote SOCIETE GENERALE
d'Ivoire PARIS
5 et 7, Avenue J. Anoma - 01 B.P. 1355
Abidjan 01
IVORY COAST
JAMAICA CIBC Trust and Merchant Bank CIBC TRUST AND MERCHANT BANK
Jamaica Limited JAMAICA LIMITED
23-27 Knutsford Blvd. KINGSTON
Kingston 10
JAMAICA
JAPAN The Fuji Bank, Limited THE CHASE MANHATTAN BANK
6-7 Nihonbashi-Kabutocho TOKYO
Chuo-Ku
Tokyo 103
JAPAN
The Bank of Tokyo-Mitsubishi, Limited THE CHASE MANHATTAN BANK
3-2 Nihombashi Hongkucho 1-chome TOKYO
Chuo-ku
Tokyo 103
JAPAN
JORDAN Arab Bank Plc ARAB BANK PLC
P O Box 950544-5 AMMAN
Amman
Shmeisani
JORDAN
KAZAKHSTAN ABN AMRO Bank Kazakhstan ABN AMRO BANK KAZAKHSTAN
45, Khadzhi Mukana Street ALMATY
480099 Almaty
KAZAKHSTAN
KENYA Barclays Bank of Kenya Limited BARCLAYS BANK OF KENYA LTD
c/o Barclaytrust Investment Services NAIROBI
& Limited
Mezzanine 3, Barclays Plaza, Loita Street
Nairobi
KENYA
LATVIA A/S Hansabanka A/S HANSABANKA
Kalku iela 26 RIGA
Riga, LV 1050
LATVIA
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LEBANON HSBC Bank Middle East THE CHASE MANHATTAN BANK
Ras-Beirut Branch NEW YORK
P.O. Box 11-1380
Abdel Aziz
Ras-Beirut
LEBANON
LITHUANIA Vilniaus Bankas AB VILNIAUS BANKAS AB
Ukmerges str. 41-106 VILNIUS
LT 2662 Vilnius
LITHUANIA
LUXEMBOURG Banque Generale du Luxembourg S.A. CHASE MANHATTAN BANK AG
50 Avenue J.F. Kennedy FRANKFURT
L-2951
LUXEMBOURG
MALAYSIA The Chase Manhattan Bank (M) Berhad THE CHASE MANHATTAN BANK (M)
Menara Dion, Level 26 BERHAD
Jalan Sultan Ismail KUALA LUMPUR
50250, Kuala Lumpur
MALAYSIA
HSBC Bank Malaysia Berhad HSBC BANK MALAYSIA BERHAD
2 Leboh Ampang KUALA LUMPUR
50100 Kuala Lumpur
MALAYSIA
MAURITIUS The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI
Corporation Limited BANKING CORPORATION LIMITED
5/F Les Cascades Building PORT LOUIS
Edith Cavell Street
Port Louis
MAURITIUS
MEXICO Chase Manhattan Bank Mexico, S.A. CHASE MANHATTAN BANK MEXICO, S.A.
Prolongacion Paseo de la Reforma no. 600 MEXICO, D.F
PB Colonia Santa Fe Pena Blanca
01210 Mexico, D.F.
MEXICO
Citibank Mexico, S.A. CITIBANK MEXICO, S.A.
Paseo de la Reforma 390 MEXICO, D.F
06695 Mexico, D.F.
MEXICO
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MOROCCO Banque Commerciale du Maroc S.A. BANQUE COMMERCIALE DU MAROC S.A.
2 Boulevard Moulay Youssef CASABLANCA
Casablanca 20000
MOROCCO
NAMIBIA Standard Bank Namibia Limited STANDARD CORPORATE & MERCHANT
Mutual Platz BANK
Cnr. Stroebel and Post Streets JOHANNESBURG
P.O.Box 3327
Windhoek
NAMIBIA
NETHERLANDS ABN AMRO N.V. CHASE MANHATTAN BANK AG
Kemelstede 2 FRANKFURT
P. O. Box 3200
4800 De Breda
NETHERLANDS
A/C#'S 17776,17755, 19186, 22939 NESICOM#410748048
A/C#'S 17570, 17775, 17683 NESICOM#410733091
NESICOM#410754684 FOR ALL OTHER ACCOUNTS
Fortis Bank (Nederland) N.V. CHASE MANHATTAN BANK AG
55 Rokin FRANKFURT
P.O. Box 243
1000 AE Amsterdam
NETHERLANDS
NEW ZEALAND National Nominees Limited NATIONAL BANK OF NEW ZEALAND
Level 2 BNZ Tower WELLINGTON
125 Queen Street
Auckland
NEW ZEALAND
*NIGERIA* Stanbic Merchant Bank Nigeria Limited STANDARD BANK OF SOUTH AFRICA
188 Awolowo Road JOHANNESBURG
P.O. Box 54746
Falomo, Ikoyi
Lagos
NIGERIA
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
- 15 -
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NORWAY Den norske Bank ASA DEN NORSKE BANK ASA
Stranden 21 OSLO
PO Box 1171 Sentrum
N-0107 Oslo
NORWAY
OMAN HSBC Bank Middle East OMAN ARAB BANK
Bait Al Falaj Main Office MUSCAT
Ruwi, Muscat PC 112
OMAN
PAKISTAN Citibank, N.A. CITIBANK, N.A.
AWT Plaza KARACHI
I.I. Chundrigar Road
Karachi 74200
PAKISTAN
Deutsche Bank AG DEUTSCHE BANK AG
Unitowers KARACHI
I.I. Chundrigar Road
Karachi 74200
PAKISTAN
Standard Chartered Bank STANDARD CHARTERED BANK
Box 4896 KARACHI
Ismail Ibrahim Chundrigar Road
Karachi 74200
PAKISTAN
PERU Citibank, N.A. BANCO DE CREDITO DEL PERU
Camino Real 457 LIMA
Torre Real - 5th Floor
San Isidro, Lima 27
PERU
PHILIPPINES The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI
Corporation Limited BANKING CORPORATION LIMITED
33/F Tektite Tower B MANILA
Exchange Road
Ortigas Center
Pasig City
PHILIPPINES
- 16 -
|
POLAND Bank Handlowy w. Warszawie S.A. BANK ROZWOJU EKSPORTU S.A.
ul. Chalubinskiego 8 WARSAW
P.O. Box 129
00-950 Warsaw
POLAND
Bank Polska Kasa Opieki S.A. BANK ROZWOJU EKSPORTU S.A.
11 Lucka street WARSAW
00-950 Warsaw
POLAND
Citibank (Poland) S.A. BANK ROZWOJU EKSPORTU S.A.
ul. Senatorska 16 WARSAW
00-082 Warsaw
POLAND
PORTUGAL Banco Espirito Santo e Comercial de CHASE MANHATTAN BANK AG
Lisboa, S.A. FRANKFURT
Rua Mouzinho da Silveira, 36 R/c
1250 Lisbon
PORTUGAL
Banco Comercial Portugues, S.A. CHASE MANHATTAN BANK AG
Rua Augusta, 62174 FRANKFURT
1100 Lisbon
PORTUGAL
ROMANIA ABN AMRO Bank (Romania) S.A. ABN AMRO BANK (ROMAN S.A.
World Trade Centre Building-E, 2nd Floor BUCHAREST
Bld. Expozitiei Nr. 2
78334 Bucharest 1
ROMANIA
ING Bank N.V. ING BANK N.V.
13-15 Kiseleff Blvd BUCHAREST
Bucharest 1
ROMANIA
*RUSSIA* Chase Manhattan Bank International THE CHASE MANHATTAN BANK
1st Tverskaya - Yamskaya, 23 NEW YORK
125047 Moscow A/C THE CHASE MANHATTAN
RUSSIA LONDON (US$ NOSTRO ACCOUNT)
Credit Suisse First Boston AO THE CHASE MANHATTAN BANK
Nikitsky Pereulok, 5 NEW YORK
103009 Moscow A/C THE CHASE MANHATTAN
RUSSIA LONDON (US$ NOSTRO ACCOUNT)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
- 17 -
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SINGAPORE Standard Chartered Bank OVERSEA-CHINESE BANKING CORPORATION
3/F, 6 Battery Road SINGAPORE
049909
SINGAPORE
SLOVAK REPUBLIC Ceskoslovenska Obchodni Banka, A.S. CESKOSLOVENSKA OBCHODNI BANKA,
A.S.
Michalska 18 BRATISLAVA
815 63 Bratislava
SLOVAK REPUBLIC
SLOVENIA Bank Austria Creditanstalt d.d. Ljubljana BANK AUSTRIA CREDITANSTALT D.D.
Kotnikova 5 LJUBLJANA
SL-61104 Ljubljana LJUBLJANA
SLOVENIA
SOUTH AFRICA The Standard Bank of South Africa Limited STANDARD CORPORATE & MERCHANT
Standard Bank Centre BANK
1st Floor JOHANNESBURG
5 Simmonds Street
Johannesburg 2001
SOUTH AFRICA
SOUTH KOREA The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI
Corporation Limited BANKING CORPORATION LIMITED
5/F HSBC Building SEOUL
#25, Bongrae-dong 1-ga
Seoul
SOUTH KOREA
Standard Chartered Bank STANDARD CHARTERED BANK
13/F, Nae Wei Building, 6 SEOUL
2 KA, Ulchi-Ro, Chung-Ku
Seoul
SOUTH KOREA
SPAIN Chase Manhattan Bank CMB, S.A. CHASE MANHATTAN BANK AG
Paseo de la Castellana, 51 FRANKFURT
28046 Madrid
SPAIN
SRI LANKA The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI
Corporation Limited BANKING CORPORATION LIMITED
Unit #02-02, West Block Podium COLOMBO
World Trade Center
Colombo 1
SRI LANKA
- 18 -
|
SWEDEN Skandinaviska Enskilda Banken SVENSKA HANDELSBANKEN
Sergels Torg 2 STOCKHOLM
SE-106 40 Stockholm
SWEDEN
SWITZERLAND UBS AG UBS AG
45 Bahnhofstrasse ZURICH
8021 Zurich
SWITZERLAND
TAIWAN The Chase Manhattan Bank THE CHASE MANHATTAN BANK
14th Floor TAIPEI
2, Tun Hwa S. Road Sec. 1
Taipei
TAIWAN
The Hongkong and Shanghai Banking THE HONGKONG AND SHANGHAI
Corporation Limited BANKING CORPORATION LIMITED
International Trade Building TAIPEI
16th Floor, Taipei World Trade Center
333 Keelung Road, Section 1
Taipei 110
TAIWAN
THAILAND The Chase Manhattan Bank STANDARD CHARTERED BANK
Bubhajit Building BANGKOK
20 North Sathorn Road
Silom, Bangrak
Bangkok 10500
THAILAND
Standard Chartered Bank STANDARD CHARTERED BANK
990 Rama IV Road BANGKOK
P.O. Box 320
Bangkok 10500
THAILAND
TUNISIA Banque Internationale Arabe de Tunisie, BANQUE INTERNATIONALE ARABE DE.
S.A. TUNISIE, S.A.
70-72 Avenue Habib Bourguiba TUNIS
P.O. Box 520
1080 Tunis Cedex
TUNISIA
TURKEY The Chase Manhattan Bank THE CHASE MANHATTAN BANK
Emirhan Cad. No: 145 ISTANBUL
Atakule, A Blok Kat:11
80700-Dikilitas/Besiktas
Istanbul
TURKEY
- 19 -
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*UKRAINE* ING Bank Ukraine ING BANK UKRAINE
28 Kominterna Street KIEV
5th Floor
Kiev, 252032
UKRAINE
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER
FOR FURTHER INFORMATION.*
U.K. The Chase Manhattan Bank NATIONAL WESTMINSTER BANK
Crosby Court LONDON
Ground Floor Sort Code 609242
38 Bishopsgate
London EC2N 4AJ
UNITED KINGDOM
(CREST ID BT01C)
URUGUAY BankBoston, N.A. BANKBOSTON, N.A.
Zabala 1463 MONTEVIDEO
Montevideo
URUGUAY
U.S.A. DTC SECURITIES THE CHASE MANHATTAN BANK
The Chase Manhattan Bank BIC CHASGB2L
DTC Participant No. 902 ABA 021000021
Chase account PS75350 for Account Chase Manhattan
Chase London office number 3 London
Agent Bank No. 00902 A/C# 0010962009
Institution No. 0062815 further credit underlying GTI acct.
number & name
DTC SECURITIES FOR CANADIAN FLIPS
DTC Participant No. 902
Agent Bank 25787
Reference: Chase Account P
VENEZUELA Citibank, N.A. CITIBANK, N.A.
Carmelitas a Altagracia CARACAS
Edificio Citibank
Caracas 1010
VENEZUELA
ZAMBIA Barclays Bank of Zambia Limited BARCLAYS BANK OF ZAMBIA LTD
Kafue House, Cairo Road LUSAKA
Lusaka
ZAMBIA
ZIMBABWE Barclays Bank of Zimbabwe Limited BARCLAYS BANK OF ZIMBABWE LTD
2nd Floor, 3 Anchor House HARARE
Jason Mayo Avenue
Harare
ZIMBABWE
|
EXHIBIT B
------------------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------------------------------------------------------------------------------------------------------------------
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
------------------------------------------------------------------------------------------------------------------------------------
ARGENTINA CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
------------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA AUSTRACLEAR LIMITED Corporate Debt, Money Market, Semi-Government Debt
------------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA CHESS Equity
(Clearing House Electronic Sub-register System)
------------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA RITS Government Debt
(Reserve Bank of Australia/Reserve Bank
Information and Transfer System)
------------------------------------------------------------------------------------------------------------------------------------
AUSTRIA OEKB Equity, Corporate Debt, Government Debt
(OESTERREICHISCHE KONTROLLBANK AG)
------------------------------------------------------------------------------------------------------------------------------------
BELGIUM CIK Equity, Corporate Debt
(Caisse Interprofessionnelle de Depots et de
Virements de Titres S.A.)
------------------------------------------------------------------------------------------------------------------------------------
BELGIUM NBB Corporate Debt, Government Debt
(National Bank of Belgium)
------------------------------------------------------------------------------------------------------------------------------------
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e Custodia)
------------------------------------------------------------------------------------------------------------------------------------
BRAZIL CETIP Corporate Debt
(Central de Custodia e Liquidacao Financiera
de Titulos Privados)
------------------------------------------------------------------------------------------------------------------------------------
BRAZIL SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
------------------------------------------------------------------------------------------------------------------------------------
BULGARIA BNB Government Debt
(Bulgaria National Bank)
------------------------------------------------------------------------------------------------------------------------------------
BULGARIA CDAD Equity, Corporate Debt
(Central Depository A.D.)
------------------------------------------------------------------------------------------------------------------------------------
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
------------------------------------------------------------------------------------------------------------------------------------
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
------------------------------------------------------------------------------------------------------------------------------------
CHINA, SHANGHAI SSCCRC Equity
(Shanghai Securities Central Clearing and
Registration Corporation)
------------------------------------------------------------------------------------------------------------------------------------
CHINA, SHENZHEN SSCC Equity
(Shenzhen Securities Clearing Company, Limited)
------------------------------------------------------------------------------------------------------------------------------------
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
------------------------------------------------------------------------------------------------------------------------------------
- 21 -
|
------------------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------------------------------------------------------------------------------------------------------------------
COLOMBIA DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de Colombia
S.A.)
------------------------------------------------------------------------------------------------------------------------------------
CROATIA SDA Equity, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
------------------------------------------------------------------------------------------------------------------------------------
CROATIA MINISTRY OF FINANCE OF THE REPUBLIC OF CROATIA Short-term debt issued by the Ministry of Finance.
------------------------------------------------------------------------------------------------------------------------------------
CROATIA CNB Short-term debt issued by the National Bank of
(Croatian National Bank) Croatia.
------------------------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru)
------------------------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC CNB Government Debt
(Czech National Bank)
------------------------------------------------------------------------------------------------------------------------------------
DENMARK VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
------------------------------------------------------------------------------------------------------------------------------------
EGYPT MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and Depository,
S.A.E.)
------------------------------------------------------------------------------------------------------------------------------------
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite Keskdepositoorium)
------------------------------------------------------------------------------------------------------------------------------------
EUROMARKET DCC Euro-CDs
(The Depository and Clearing Centre)
------------------------------------------------------------------------------------------------------------------------------------
EUROMARKET CLEARSTREAM Euro-Debt
(Clearstream Banking, S.A.)
------------------------------------------------------------------------------------------------------------------------------------
EUROMARKET EUROCLEAR Euro-Debt
------------------------------------------------------------------------------------------------------------------------------------
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository Limited)
------------------------------------------------------------------------------------------------------------------------------------
FRANCE EUROCLEAR FRANCE Equity, Corporate Debt, Government Debt
------------------------------------------------------------------------------------------------------------------------------------
GERMANY CLEARSTREAM Equity, Corporate Debt, Government Debt
-----------
(CLEARSTREAM BANKING AG)
------------------------------------------------------------------------------------------------------------------------------------
GREECE CSD Equity, Corporate Debt
(Central Securities Depository S.A.)
------------------------------------------------------------------------------------------------------------------------------------
GREECE BOG Government Debt
(BANK OF GREECE)
------------------------------------------------------------------------------------------------------------------------------------
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company Limited)
------------------------------------------------------------------------------------------------------------------------------------
HONG KONG CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
------------------------------------------------------------------------------------------------------------------------------------
HUNGARY KELER Equity, Corporate Debt, Government Debt
(Central Depository and Clearing House -
Kosponti Elszamolohaz es Ertektar (Budapest)
Rt.)
------------------------------------------------------------------------------------------------------------------------------------
INDIA NSDL Equity, Corporate Debt, Government Debt
------------------------------------------------------------------------------------------------------------------------------------
- 22 -
|
------------------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------------------------------------------------------------------------------------------------------------------
(National Securities Depository Limited)
------------------------------------------------------------------------------------------------------------------------------------
INDIA CDSL Equity
(Central Depository Services (India) Limited)
------------------------------------------------------------------------------------------------------------------------------------
INDIA RBI Government Debt
(Reserve Bank of India)
------------------------------------------------------------------------------------------------------------------------------------
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
------------------------------------------------------------------------------------------------------------------------------------
IRELAND (CRESTCo Limited) Equity, Corporate Debt
------------------------------------------------------------------------------------------------------------------------------------
ISRAEL TASE CLEARING HOUSE Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House)
------------------------------------------------------------------------------------------------------------------------------------
ITALY MONTE TITOLI S.P.A. Equity, Corporate Debt, Government Debt
------------------------------------------------------------------------------------------------------------------------------------
ITALY BANCA D'ITALIA Government Debt
------------------------------------------------------------------------------------------------------------------------------------
IVORY COAST DC/BR Equity
(Le Depositaire Central / Banque de Reglement)
------------------------------------------------------------------------------------------------------------------------------------
JAPAN JASDEC Equity, Convertible Debt
(Japan Securities Depository Center)
------------------------------------------------------------------------------------------------------------------------------------
JAPAN BOJ Registered Government Debt
(Bank of Japan)
------------------------------------------------------------------------------------------------------------------------------------
KAZAHKSTAN CSD Equity
(CENTRAL SECURITIES DEPOSITORY CJSC)
------------------------------------------------------------------------------------------------------------------------------------
KENYA CBCD Government Debt
(Central Bank Central Depository)
------------------------------------------------------------------------------------------------------------------------------------
LATVIA LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
------------------------------------------------------------------------------------------------------------------------------------
LEBANON MIDCLEAR S.A.L. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
S.A.L.)
------------------------------------------------------------------------------------------------------------------------------------
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
------------------------------------------------------------------------------------------------------------------------------------
LUXEMBOURG CLEARSTREAM Equity
(Clearstream Banking S.A.)
------------------------------------------------------------------------------------------------------------------------------------
MALAYSIA MCD Equity, Corporate Debt, Government Debt
(Malaysian Central Depository Sdn. Bhd.)
------------------------------------------------------------------------------------------------------------------------------------
MAURITIUS CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
------------------------------------------------------------------------------------------------------------------------------------
MEXICO INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
------------------------------------------------------------------------------------------------------------------------------------
MOROCCO MAROCLEAR Equity, Corporate Debt, Government Debt
------------------------------------------------------------------------------------------------------------------------------------
NETHERLANDS NECIGEF Equity, Corporate Debt, Government Debt
(Nederlands Centraal Insituut voor Giraal
Effectenverkeer B.V.)
------------------------------------------------------------------------------------------------------------------------------------
- 23 -
|
------------------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------------------------------------------------------------------------------------------------------------------
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
------------------------------------------------------------------------------------------------------------------------------------
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
------------------------------------------------------------------------------------------------------------------------------------
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen)
------------------------------------------------------------------------------------------------------------------------------------
OMAN MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
------------------------------------------------------------------------------------------------------------------------------------
PAKISTAN CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
------------------------------------------------------------------------------------------------------------------------------------
PAKISTAN SBP Government Debt
(State Bank of Pakistan)
------------------------------------------------------------------------------------------------------------------------------------
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
------------------------------------------------------------------------------------------------------------------------------------
PHILIPPINES PCD Equity
(Philippine Central Depository Inc.)
------------------------------------------------------------------------------------------------------------------------------------
PHILIPPINES ROSS Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
------------------------------------------------------------------------------------------------------------------------------------
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
------------------------------------------------------------------------------------------------------------------------------------
POLAND CRT Short-Term Government Debt
(Central Registry of Treasury-Bills)
------------------------------------------------------------------------------------------------------------------------------------
PORTUGAL CVM Equity, Corporate Debt, Government Debt
(Central de Valores Mobiliarios e Sistema de
Liquidacao e Compensacao)
------------------------------------------------------------------------------------------------------------------------------------
ROMANIA SNCDD Equity
(National Company for Clearing, Settlement and
Depository for Securities)
------------------------------------------------------------------------------------------------------------------------------------
ROMANIA BSE Equity
(Bucharest Stock Exchange Registry)
------------------------------------------------------------------------------------------------------------------------------------
RUSSIA VTB Equity, Corporate Debt, Government Debt (Ministry of
(Vneshtorgbank) Finance Bonds)
------------------------------------------------------------------------------------------------------------------------------------
RUSSIA NDC Equity, Corporate Debt, Government Debt
(National Depository Centre)
------------------------------------------------------------------------------------------------------------------------------------
RUSSIA DCC Equity
(Depository Clearing Company)
------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE SGS Government Debt
(Monetary Authority of Singapore / Singapore
Government Securities Book-Entry System)
------------------------------------------------------------------------------------------------------------------------------------
- 24 -
|
------------------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------------------------------------------------------------------------------------------------------------------
SLOVAK REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papierov SR Bratislava,
a.s.)
------------------------------------------------------------------------------------------------------------------------------------
SLOVAK REPUBLIC NBS Government Debt
(National Bank of Slovakia)
------------------------------------------------------------------------------------------------------------------------------------
SLOVENIA KDD Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna druzba d.d.)
------------------------------------------------------------------------------------------------------------------------------------
SOUTH AFRICA CDL Corporate Debt, Government Debt
(CENTRAL DEPOSITORY (PTY) LIMITED)
------------------------------------------------------------------------------------------------------------------------------------
SOUTH AFRICA STRATE Equity
(Share Transactions Totally Electronic)
------------------------------------------------------------------------------------------------------------------------------------
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
------------------------------------------------------------------------------------------------------------------------------------
SPAIN SCLV Equity, Corporate Debt
(Servicio de Compensacion y Liquidacion de Valores,
S.A.)
------------------------------------------------------------------------------------------------------------------------------------
SPAIN CBEO Government Debt
(Banco de Espana / Central Book Entry Office)
------------------------------------------------------------------------------------------------------------------------------------
SRI LANKA CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
------------------------------------------------------------------------------------------------------------------------------------
SWEDEN VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
------------------------------------------------------------------------------------------------------------------------------------
SWITZERLAND SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
------------------------------------------------------------------------------------------------------------------------------------
TAIWAN TSCD Equity, Government Debt
(Taiwan Securities Central Depository Co.,
Ltd.)
------------------------------------------------------------------------------------------------------------------------------------
THAILAND TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
------------------------------------------------------------------------------------------------------------------------------------
TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle pour
la Compensation et le Depot des Valeurs
Mobilieres)
------------------------------------------------------------------------------------------------------------------------------------
TURKEY TAKASBANK Equity, Corporate Debt, Government Debt
(IMKB Takas ve Saklama Bankasi A.S.)
------------------------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM CREST Equity, Corporate Debt, Government Debt
(CRESTCo Limited)
------------------------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM CMO Sterling & Euro CDs, Commercial Paper
(Central Moneymarkets Office)
------------------------------------------------------------------------------------------------------------------------------------
UNITED STATES DTC Equity, Corporate Debt
(Depository Trust Company)
------------------------------------------------------------------------------------------------------------------------------------
UNITED STATES PTC Mortgage Back Debt
(Participants Trust Company)
------------------------------------------------------------------------------------------------------------------------------------
UNITED STATES FED Government Debt
(THE FEDERAL RESERVE BOOK-ENTRY SYSTEM)
------------------------------------------------------------------------------------------------------------------------------------
- 25 -
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------------------------------------------------------------------------------------------------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
------------------------------------------------------------------------------------------------------------------------------------
URUGUAY BCU Corporate Debt, Government Debt
(Banco Central del Uruguay)
------------------------------------------------------------------------------------------------------------------------------------
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
------------------------------------------------------------------------------------------------------------------------------------
ZAMBIA CSD Equity, Government Debt
(LuSE Central Shares Depository Limited)
------------------------------------------------------------------------------------------------------------------------------------
ZAMBIA BOZ Government Debt
(Bank of Zambia)
------------------------------------------------------------------------------------------------------------------------------------
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Exhibit (g)(16)
PROPOSED
CUSTODIAN AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Boston Partners All-Cap Value Fund
This supplemental agreement is entered into this ___ day of ______, 2002 by and between THE RBB FUND, INC. (the "Fund") and PFPC Trust Company ("PFPC Trust").
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 PFPC Trust have entered into a Custodian Agreement, dated as of August 16, 1988 (as from time to time amended and supplemented, the "Custodian Agreement"), pursuant to which PFPC Trust has undertaken to act as custodian for the Fund with respect to the portfolios of the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Custodian Agreement Supplement have the meaning specified in the Custodian Agreement.
The Fund agrees with the Custodian as follows:
1. ADOPTION OF CUSTODIAN AGREEMENT. The Custodian Agreement is hereby adopted for the Boston Partners All-Cap Value Fund (the "Portfolio").
2. COMPENSATION. As compensation for the services rendered by the Custodian during the term of the Custodian Agreement, the Fund will pay to the Custodian, with respect to the Portfolio, monthly fees as shall be agreed to from time to time by the Fund and PFPC Trust.
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 abound hereby, as of the date and year above written.
THE RBB FUND, INC. PFPC TRUST COMPANY
By: __________________ By: ______________________ Name: __________________ Name: ______________________ Title: __________________ Title: ______________________ |
Exhibit (h)(57)
PROPOSED
TRANSFER AGENCY AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Boston Partners All-Cap Value Fund
(Investor Class and Institutional Class)
This supplemental agreement is entered into this ___ day of ______, 2002, by and between THE RBB FUND, INC. (the "Fund") and PFPC Inc., a Delaware corporation (the "Transfer Agent"), which is an indirect, wholly-owned subsidiary of PNC Bank Corp.
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 Transfer Agent have entered into a Transfer Agency Agreement, dated as of August 16, 1988 (as from time to time amended and supplemented, the "Transfer Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act as transfer agent, registrar and dividend disbursing agent for the Fund with respect to the Shares of the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Transfer Agency Agreement Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. ADOPTION OF TRANSFER AGENCY AGREEMENT. The Transfer Agency Agreement is hereby adopted for the Boston Partners All-Cap Value Fund (Investor Class and Institutional Class) of the Fund. Each such Investor and Institutional Class of the Boston Partners All-Cap Value Fund shall constitute a "Class" as referred to in the Transfer Agency Agreement and its shares shall be "Shares" as referred to therein.
2. COMPENSATION. As compensation for the services rendered by the Transfer Agent during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to each Class of the Boston Partners All-Cap Value Fund, monthly fees that shall be agreed to from time to time by the Fund and the Transfer Agent, for each account open at any time during the month for which payment is being made, plus certain of the Transfer Agent's expenses relating to such services, as shall be agreed to from time to time by the Fund and the Transfer Agent.
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. PFPC INC.
By:_______________________________ By:_______________________________
Edward J. Roach Wayne D. Weaver
Title: President Title: Vice President
|
Exhibit (h)(58)
PROPOSED
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of ________________, 2002 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 PFPC Worldwide, Inc.
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to provide administration and accounting services to Boston Partners All-Cap Value Fund (the "Portfolio"), and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby the parties hereto agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(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 Instructions and Written Instructions on behalf of the Fund and listed on the Authorized Persons Appendix attached hereto and made a part hereof or any amendment thereto as may be
received by PFPC. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(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) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and the
CEA.
(h) "Shares" means the shares of beneficial interest of any series or class of the Fund.
(i) "Written Instructions" mean written instructions signed by an Authorized Person 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 or its affiliates to provide services to the Portfolio and approving this Agreement;
(b) a copy of Fund's most recent effective registration statement;
(c) a copy of the Portfolio's advisory agreement or agreements;
(d) a copy of the distribution agreement with respect to each class of Shares representing an interest in the Portfolio;
(e) a copy of any additional administration agreement with respect to the Portfolio;
(f) a copy of any shareholder servicing agreement made in respect of the Fund or the Portfolio; and
(g) copies (certified or authenticated, where applicable) of any and all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
PFPC undertakes to comply with the applicable requirements of the Securities Laws, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund or the Portfolio.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions 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 Instruction 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, unless and until PFPC receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC or its affiliates) 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. Where Oral Instructions or Written Instructions reasonably appear to have been received from an Authorized Person, PFPC shall incur no liability to the Fund in acting upon such Oral Instructions or Written Instructions provided that PFPC's actions comply with the other provisions of this Agreement.
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 Instructions or Written Instructions, from the Fund.
(b) ADVICE OF COUNSEL. If PFPC shall be in doubt as to any question 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 investment adviser or PFPC, at the option of PFPC).
(c) CONFLICTING ADVICE. In the event of a conflict between directions, advice or Oral Instructions or Written Instructions PFPC receives from the Fund and the advice PFPC receives from counsel, PFPC may rely upon and follow the advice of counsel. In the event PFPC so relies on the advice of counsel, PFPC remains liable for any action or omission on the part of PFPC which constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement.
(d) PROTECTION OF PFPC. PFPC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral Instructions 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 Instructions or Written Instructions. Nothing in this section
shall be construed so as to impose an obligation upon PFPC (i) to seek
such directions, advice or Oral Instructions or Written Instructions, or
(ii) to act in accordance with such directions, advice or Oral
Instructions 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. Nothing in this subsection shall excuse
PFPC when an action or omission on the part of PFPC constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by PFPC of
any duties, obligations or responsibilities set forth in this Agreement.
7. RECORDS; VISITS.
(a) The books and records pertaining to the Fund and the Portfolio which are in the possession or under the control 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.
(b) PFPC shall keep the following records:
(i) all books and records with respect to the Portfolio's books of account;
(ii) records of the Portfolio's securities transactions; and
(iii) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder.
8. CONFIDENTIALITY. PFPC agrees to keep confidential the records of the Fund and information relating to the Fund and its shareholders, 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 and may not be withheld where PFPC may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities.
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 with respect to the Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for 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. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PFPC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations under this Agreement.
11. COMPENSATION. As compensation for services rendered by PFPC during the term of this Agreement, the Fund, on behalf of the Portfolio, will pay to PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.
12. INDEMNIFICATION. The Fund, on behalf of the Portfolio, agrees to indemnify and hold harmless PFPC and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state or 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 or omission to act which PFPC takes (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral Instructions or Written Instructions. Neither PFPC, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) arising out of PFPC's or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the Fund or the Portfolio 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 and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such
damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction 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) subject to Section 10, 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, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund or to the Portfolio for any consequential, special or indirect losses or damages which the Fund or the Portfolio may incur or suffer by or as a consequence of PFPC's or any affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following accounting services with respect to the Portfolio:
(i) Journalize investment, capital share and income and expense activities;
(ii) Verify investment buy/sell trade tickets when received from the investment adviser for a Portfolio (the "Adviser") and transmit trades to the Fund's 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 of the Fund with the Custodian, and provide the Adviser with the beginning cash balance available for investment purposes;
(vi) Update the cash availability throughout the day as required by the Adviser;
(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 Adviser, or if such quotes are unavailable, then obtain such prices from the Adviser, and in either case calculate the market value of the Portfolio's Investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to the Adviser;
(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 include the following items:
Schedule of Investments Statement of Assets and Liabilities
Statement of Operations Statement of Changes in Net Assets Cash Statement Schedule of Capital Gains and Losses.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS 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) Supply various normal and customary Portfolio and Fund statistical data as requested on an ongoing basis;
(iv) Prepare for execution and file the Fund's Federal and state tax returns;
(v) Prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR;
(vi) Prepare and file with the SEC the Fund's annual, semi-annual, and quarterly shareholder reports;
(vii) Assist in the preparation of registration statements and other filings relating to the registration of Shares;
(viii) Monitor each Portfolio's status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended;
(ix) Coordinate contractual relationships and communications between the Fund and its contractual service providers; and
(x) Monitor the Fund's compliance with the amounts and conditions of each state qualification.
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 400 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to the Fund, Boston Partners Asset Management, L.P., 28 State Street, Boston, MA 02109, Attention: President; or (c) if to neither of the foregoing, at such other address as shall have been provided by like notice to the sender of any such notice or other communication by the other party.
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; ASSIGNMENT. PFPC may assign its rights and delegate its duties hereunder to any majority-owned direct or indirect subsidiary of PFPC or PNC Worldwide, Inc, provided that (i) PFPC gives the Fund 30 days prior written notice of such assignment or delegation, (ii) the assignee or delegate agrees to comply with the relevant provision of the 1940 Act, and (iii) PFPC and such assignee or delegate promptly provide such information as the Fund may reasonably request, and respond to such questions as the Fund may reasonably ask, relative to the assignment or delegation (including, without limitation, the capabilities of the assignee or 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.
(a) 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 duties and 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. Notwithstanding any provision hereof, the services of PFPC are not, nor shall they be, construed as constituting legal advice or the provision of legal services for or on behalf of the Fund or any other person.
(b) This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.
(c) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(d) The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
PFPC INC.
By: _______________________
Name:
Title: _______________________
THE RBB FUND, INC.
By: _______________________ Name: Edward J. Roach Title: President and Treasurer |
EXHIBIT A
THIS EXHIBIT A, dated as of _____________ __, 2002 is Exhibit A to that certain Administration and Accounting Services Agreement dated as of _____________ __, 2002 between PFPC Inc. and The RBB Fund, Inc.
PORTFOLIOS
Boston Partners All-Cap Value Fund
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
Exhibit (h)(59)
PROPOSED
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Boston Partners All-Cap Value Fund
This supplemental agreement is entered into this ____ day of __________ 2002, by and between THE RBB FUND, INC. (the "Company") and PFPC DISTRIBUTORS, INC. ("PFPC Distributors").
The Company is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Company and PFPC Distributors have entered into a Administrative Services Agreement, dated as of May 29, 1998 (as from time to time amended and supplemented, the "Administrative Services Agreement"), pursuant to which PFPC Distributors has undertaken to provide certain administrative services to certain of the Company's portfolios and classes, as more fully set forth therein.
The Company agrees with PFPC Distributors as follows:
1. ADOPTION OF ADMINISTRATIVE SERVICES AGREEMENT. The Administrative Services Agreement is hereby adopted for the Investor Class and Institutional Class of Common Stock of the Boston Partners All-Cap Value Fund of the Company.
2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by PFPC Distributors as provided in the Administrative Services Agreement and herein, the Company shall pay PFPC Distributors a monthly fee, as well as reimburse out-of-pocket expenses, on the first business day of each month, as provided in the Administrative Services Agreement.
3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.
THE RBB FUND, INC. PFPC DISTRIBUTORS, INC.
By: ______________________ By: ______________________
Edward J. Roach Lisa Marie Colon
President Vice President
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Exhibit (i)(2)
RINKER BIDDLE & REATH, LLP
ONE LOGAN SQUARE
18TH & CHERRY STREETS
PHILADELPHIA, PA 19103
215-988-2700
May 15, 2002
The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway
Suite 100
Wilmington, DE 19809
RE: SHARES REGISTERED BY POST-EFFECTIVE AMENDMENT NO. 77 TO REGISTRATION
STATEMENT ON FORM N-1A (FILE NO. 33-20827)
Ladies and Gentlemen:
We have acted as counsel to The RBB Fund, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of Post-Effective Amendment No. 77 (the "Amendment") to the Company's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"). The Board of Directors of the Company has authorized 100,000,000 shares of Class VV Common Stock, $.001 par value per share, and 100,000,000 shares of Class WW Common Stock, $.001 par value per share, to be issued and sold by the Company (collectively, the "Shares"). Classes VV and WW are the Institutional and Investor Classes, respectively, of the new Boston Partners All-Cap Value Fund. The Amendment seeks to register an indefinite number of the Shares.
We have reviewed the Company's Articles of Incorporation, ByLaws, and such other legal and factual matters as we have deemed appropriate. This opinion is based exclusively on the Maryland General Corporation Law and the federal law of the United States of America.
Based upon and subject to the foregoing, it is our opinion that the Shares, when issued for payment as described in the Company's Prospectus offering the Shares and in accordance with the Company's Articles of Incorporation and the Documents for not less than $.001 per share, will be legally issued, fully paid and non-assessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to Post-Effective Amendment No. 77 to the Company's Registration Statement.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
DRINKER BIDDLE & REATH LLP
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Exhibit (j)(1)
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the reference to our Firm under the caption "Counsel" in the Statement of Additional Information that is included in Post-Effective Amendment No. 77 to the Registration Statement (No. 33-20827; 811-5518) on Form N-1A of The RBB Fund, Inc., under the Securities Act of 1933 and the Investment Company Act of 1940, respectively. This consent does not constitute a consent under section 7 of the Securities Act of 1933, and in consenting to the use of our name and the references to our Firm under such caption we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under said section 7 or the rules and regulations of the Securities and Exchange Commission thereunder.
/s/ DRINKER BIDDLE & REATH LLP
DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania
May 15, 2002
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Exhibit (l)(17)
PURCHASE AGREEMENT
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Boston Partners Asset Management, L.P. ("Boston Partners") intending to be legally bound, hereby agree with each other as follows:
1. The Fund hereby offers Boston Partners and Boston Partners hereby purchases $____ worth of shares of each of Classes VV and WW Common Stock of the Boston Partners All-Cap Value Fund (par value $.001 per share) (such shares hereinafter sometimes collectively known as "Shares") at price per Share of $10.00.
2. The Fund hereby acknowledges receipt from Boston Partners of funds in the amount of $_____ in full payment for the Shares.
3. Boston Partners represents and warrants to the Fund that the Shares are being acquired for investment purposes and not with a view to the distribution thereof.
4. This agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the __ day of ______, 2002.
THE RBB FUND, INC.
By:_________________________________
Edward J. Roach
President & Treasurer
BOSTON PARTNERS ASSET MANAGEMENT, L.P., by
BOSTON PARTNERS, INC., its General Partner
By:_________________________________
Exhibit (m)(46)
PROPOSED
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
THE RBB FUND, INC.
WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule 12b-1 under the Act with respect to shares of the Investor Class Common Stock, par value $.001 per share (the "Investor Class Shares") of its Boston Partners All-Cap Value Fund and the Board of Directors has determined that there is a reasonable likelihood that adoption of this Plan of Distribution will benefit the Fund and its stockholders;
NOW, THEREFORE, the Fund hereby adopts, and the Fund's Distributor hereby agrees to the terms of, this Plan of Distribution (the "Plan") in accordance with Rule 12b-1 under the Act on the following terms and conditions:
1. The Fund shall pay to its distributor (the "Distributor"), as the distributor of the Investor Class Shares, compensation for distribution of its shares at an annual rate not to exceed .25% of the average daily net assets of the Investor Class 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 Investor Class Shares. Such amount
may be spent by the Distributor on any activities or expenses primarily intended
to result in the sale of Investor Class Shares, including, but not limited to:
compensation to and expenses of employees of the Distributor who engage in or
support distribution of the Investor Class 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 Investor Class 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 Investor
Class 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 Investor Class
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 Investor Class Shares, including, but not limited to: (a) costs of payments made to employees that engage in the sale of Investor Class Shares; (b) payments made to, and expenses of, persons who provide support services in connection with the sale of Investor Class 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 Investor Class Shares to prospective shareholders of the Investor Class Shares; (e) costs involved in preparing, printing and distributing sales literature pertaining to the Investor Class 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 Investor Class 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 Investor Class Shares; (c) processing dividend payments
from the Investor Class Shares on behalf of Customers; (d) providing information
periodically to Customers showing their positions in the Investor Class Shares;
(e) arranging for bank wires; (f) providing sub-accounting with respect to
Investor Class 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
Investor Class Shares) to Customers, if required by law; and (h) providing other
similar services to the extent permitted under applicable statutes, rules and
regulations.
3. This Plan shall not take effect until it has been approved, together with any related agreements, by votes of a majority of both (a) the Board of Directors of the Fund and (b) those directors of the Fund who are not "interested persons" of the Fund (as defined in the Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
4. This Plan shall continue in effect until August 16, 2002. Thereafter, this Plan shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 3.
5. The Distributor shall provide to the Board of Directors of the Fund and the Board of Directors shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and allocated overhead expenses.
6. This Plan may be terminated at any time by vote of a majority of the Rule 12b-1 Directors, or by a vote of a majority of the outstanding Investor Class Shares.
7. This Plan may not be amended to increase materially the amount of compensation provided for in paragraph 1 hereof unless such amendment is approved by a vote of at least a majority (as defined in the Act) of the outstanding Investor Class Shares, and no material amendment to the Plan of any kind, including an amendment which would increase materially the amount of compensation, shall be made unless approved in the manner provided for in paragraph 3 hereof.
8. While this Plan is in effect, the selection and nomination of Directors who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the then current Directors who are not interested persons (as defined in the Act) of the Fund.
9. The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 5 hereof for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.
Dated: ____________, 2002
Exhibit (n)(1)
PROPOSED
AMENDED 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
APRIL, 2002
A. MONEY MARKET PORTFOLIO
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Sansom Street (Class I) fee 0.20% 4/10/91
Shareholder Service Fee 0.10% 8/16/88
2. Bedford (Class L) fee 0.65% 11/17/94
3. Cash Preservation fee 0.40% 4/10/91
(Class G)
4. Select (Class Money) fee 0.0% 8/31/99
5. Principal (Class Money) fee 0.40% 10/28/98
6. Bear Stearns Money Market fee 0.65% 5/1/01
(Class Money)
B. MUNICIPAL MONEY MARKET PORTFOLIO
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Bear Stearns Money
Market (Class Municipal
Money) fee 0.65% 5/1/01
2. Bedford (Class M) fee 0.65% 11/17/94
3. Cash Preservation fee 0.40% 4/10/91
(Class H)
2
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C. GOVERNMENT OBLIGATION MONEY MARKET PORTFOLIO
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Bear Stearns Money Market
(Class Government
Money) fee 0.65% 5/1/01
2. Bedford (Class N) fee 0.65% 11/17/94
D. BOSTON PARTNERS LARGE CAP VALUE FUND
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Institutional Class None 5/29/98
(Class QQ)
2. Advisor Class fee 0.50% 10/16/96
(Class SS)
3. Investor Class fee 0.25% 10/16/96
(Class RR)
E. BOSTON PARTNERS MID CAP VALUE FUND
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Investor Class fee 0.25% 6/1/97
(Class TT)
2. Institutional Class None 5/29/98
(Class UU)
F. BOSTON PARTNERS ALL-CAP VALUE FUND
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Institutional Class None ________
(Class VV)
2. Investor Class fee 0.25% ________
(Class WW)
3
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G. BOSTON PARTNERS SMALL CAP VALUE FUND II (FORMERLY MICRO CAP FUND)
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Institutional Class None 7/01/98
(Class DDD)
2. Investor Class fee 0.25% 7/01/98
(Class EEE)
H. BOSTON PARTNERS LONG/SHORT EQUITY (FORMERLY MARKET NEUTRAL FUND)
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Institutional Class None 8/31/99
(Class III)
2. Investor Class fee 0.25% 8/31/99
(Class JJJ)
I. BOSTON PARTNERS FUND (FORMERLY LONG-SHORT EQUITY FUND)
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Institutional Class None __________
(Class KKK)
2. Investor Class fee 0.25% __________
(Class LLL)
J. SCHNEIDER CAPITAL MANAGEMENT SMALL CAP VALUE FUND
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Investor (Class YY) None 4/6/98
K. SCHNEIDER CAPITAL MANAGEMENT VALUE FUND
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Investor (Class ZZ) None _______
4
L. BOGLE SMALL CAP GROWTH FUND
CURRENT DISTRIBUTION
CLASS FEE LEVEL EFFECTIVE DATE
----- -------------------- --------------
1. Institutional (Class NNN) None 9/15/99
2. Investor (Class OOO) 9/15/99
Shareholder Services Fee 0.25%
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4 - 5
APPENDIX B
EXCHANGE PRIVILEGES OF THE PORTFOLIOS
OF THE RBB FUND, INC.
====================================================================================================================================
FAMILY EACH PORTFOLIO (CLASS) . . .
MAY BE EXCHANGED FOR ANY OF
------------------------------------------------------------------------------------------------------------------------------------
Cash Preservation Money Market (G)
Municipal Money Market (H) Money Market (G)
Municipal Money Market (H)
------------------------------------------------------------------------------------------------------------------------------------
Bedford (Bear Stearns) Money Market (L)
Common Shares of other non-RBB funds
advised or sponsored by Bear,
Stearns & Co. Inc.
------------------------------------------------------------------------------------------------------------------------------------
n/i* Micro Cap (FF) Micro Cap (FF)
Growth (GG) Growth (GG)
Mid Cap (HH)
Small Cap Value (MMM) Mid Cap (HH)
Small Cap Value (MMM)
------------------------------------------------------------------------------------------------------------------------------------
Boston Partners (Institutional Classes) Mid Cap Value (TT)
Large Cap Value (QQ) Mid Cap Value (TT)
All-Cap Value (VV) Large Cap Value (QQ)
Small Cap Value II (DDD) All-Cap Value (VV)
Long/Short Equity (III) Small Cap Value II (DDD)
Long/Short Equity (III)
------------------------------------------------------------------------------------------------------------------------------------
Boston Partners (Investor Classes) Mid Cap Value (UU)
Large Cap Value (RR) Mid Cap Value (UU)
All-Cap Value (WW) Large Cap Value (RR)
Small Cap Value II (EEE) All-Cap Value (WW)
Long/Short Equity (JJJ) Small Cap Value II(EEE)
Fund (LLL)
Long/Short Equity (JJJ)
Fund (LLL)
====================================================================================================================================
*During periods when these Portfolios are closed they are not eligible for
exchange.
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