As filed with the Securities and Exchange Commission on November 25, 2005
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. 100 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 102 [X]
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THE RBB FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
(Address of Principal Executive Offices)
Registrant's Telephone Number: (302) 792-2555
Copies to:
JAMES SHAW 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)
[X] on November 26, 2005 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered __________________ Shares of Common Stock
INVESTOR CLASS
ROBECO INVESTMENT FUNDS
of
The RBB Fund, Inc.
PROSPECTUS
November 26, 2005
Robeco WPG Core Bond Fund
WEISS, PECK & GREER INVESTMENTS
909 THIRD AVENUE
31ST FLOOR
NEW YORK, NEW YORK 10022
888-261-4073
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.
TABLE OF CONTENTS
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INTRODUCTION...................................................................3
DESCRIPTIONS OF THE ROBECO INVESTMENT FUNDS
Robeco WPG Core Bond Fund.................................................4
MANAGEMENT OF THE FUNDS
Investment Adviser.......................................................12
Portfolio Managers.......................................................12
Management Fee...........................................................13
OTHER SERVICE PROVIDERS.......................................................14
SHAREHOLDER INFORMATION
Pricing of Fund Shares...................................................15
Market Timing............................................................15
Purchase of Fund Shares..................................................16
Redemption of Fund Shares................................................19
Exchange Privilege.......................................................21
Dividends and Distributions..............................................22
Taxes....................................................................22
Shareholder Services and Distribution (12b-1) Plan.......................24
Multi-Class Structure....................................................24
FINANCIAL HIGHLIGHTS..........................................................25
FOR MORE INFORMATION..........................................................28
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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 Robeco WPG Core Bond Fund of The RBB Fund, Inc. (the "Company").
The mutual fund of the Company offered by this Prospectus is Robeco WPG Core Bond Fund (the "Fund"). Robeco USA, L.L.C., a Delaware limited liability company ("Robeco USA"), through its division Weiss, Peck & Greer Investments (the "Adviser"), provides investment advisory services to the Fund. This Prospectus and the Statement of Additional Information (the "SAI") incorporated herein relate solely to the Fund.
This Prospectus has been organized so that the Fund has its own short section with important facts about the goals, strategies, risks, expenses and financial history of the Fund. Once you read this section about the Fund, read the "Purchase of Fund Shares" and "Redemption of Fund Shares" sections. These two sections apply to the Fund offered by this Prospectus.
Investment Goal
Current income, consistent with capital preservation. The Fund's investment goal is not fundamental and may be changed without shareholder approval by the Company's Board of Directors.
Principal Investment Strategies
Investments: The Fund invests substantially all, but at least 80%, of its net assets (including any borrowing for investment purposes) in U.S. denominated or quoted bonds issued by domestic or foreign companies or governmental entities. The Fund may invest in all types of bonds, including notes, mortgage-backed and asset-backed securities (including mortgage-backed derivative securities), convertible debt securities, municipal securities, and short-term debt securities. The Fund may also invest in fixed income securities of all types, including preferred stock. The Fund will notify shareholders in writing at least 60 days prior to any change in its policy to invest at least 80% of its net assets in one or more particular types of securities.
Credit Quality: Investment grade only. This means bonds that are rated in one of the top four long-term rating categories by at least one major rating agency or are of comparable credit quality.
Duration: Average dollar weighted portfolio duration between three and seven years, but individual bonds may be of any duration. The Fund's duration will generally be in a narrow range relative to the duration of its benchmark, the Lehman Brothers Aggregate Index. As used in this Prospectus, "duration" means the weighted average term to maturity of a fixed income security's cash flows, based on their present values. Duration, which is expressed as a number of years from the purchase date of a security, can be used as a single measurement to compare fixed income securities with different issue dates, maturity dates, coupon rates, and yields to maturity.
Strategies: There are three principal factors in the Adviser's selection process - maturity allocation, sector allocation and individual security selection.
. The Adviser studies the relationship between bond yields and maturities under current market conditions and identifies maturities with high yields relative to the amount of risk involved.
. The Adviser uses qualitative and quantitative methods to identify bond sectors that it believes are undervalued or will outperform other sectors. Sectors include U.S. Treasury securities and U.S. government agency securities, as well as corporate, mortgage-backed and asset-backed securities.
. After the Fund's maturity and sector allocations are made, the Adviser selects individual bonds within each sector. The Adviser performs both fundamental and quantitative analysis, looking at:
. Stable or improving issuer credit quality;
. Market inefficiencies that cause individual bonds to have high relative values; and
. Structural features of securities, such as callability, liquidity, and prepayment characteristics and expectations.
Principal Risks
You could lose money on your investment in the Fund or the Fund could underperform other
possible investments if any of the following occurs:
. Interest rates rise, causing the bonds in the Fund's portfolio to drop in value.
. The issuer or guarantor of a bond owned by the Fund defaults on its payment obligations, becomes insolvent or has its credit rating downgraded. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit. The U.S. government gives no assurances that it will provide financial support to its agencies and authorities if it is not obligated by law to do so. Default in these issuers could negatively impact the Fund.
. As a result of declining interest rates, the issuer of a bond exercises the right to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding bonds. This is known as call or prepayment risk.
. As a result of declining interest rates, the Fund may be able to invest only in lower yielding bonds, decreasing the Fund's yield. This is known as interest risk.
. When interest rates are rising, the average life of a bond is generally extended because of slower than expected principal payments. This will lock in a below-market interest rate, increase the bond's duration and reduce the value of the bond. This is known as extension risk.
. The Adviser's judgments about the attractiveness, relative value or potential income of particular sectors or bonds proves to be wrong.
. To the extent the Fund invests in bonds issued by foreign companies, the Fund may suffer losses or underperform compared to U.S. bond markets. The markets for foreign bonds may be smaller and less liquid than U.S. markets and less information about foreign companies may be available due to less rigorous accounting or disclosure standards. These risks are more pronounced to the extent the Fund invests in issuers in emerging market countries or significantly in one country.
There is a greater risk that the Fund will lose money due to prepayment and extension risks because the Fund may invest heavily in asset-backed and mortgage-related securities. Mortgage derivatives in the Fund's portfolio may have especially volatile prices because of inherent severe sensitivity to the level of interest rates.
Who May Want to Invest
The Fund may be appropriate if you want:
. Higher potential income than a money market fund with higher
potential risk
. To diversify by investing in a portfolio of investment grade,
fixed income securities
Who May Not Want to Invest
The Fund may not be appropriate if you want:
. A temporary investment
. Complete stability of principal
. Long-term growth of capital
Risk/Return Information
The performance shown in the bar chart and performance table below is for the Robeco WPG Core Bond Fund's Predecessor Fund, WPG Core Bond Fund, a series of the Weiss, Peck & Greer Funds Trust (the "Predecessor Fund"). The Predecessor Fund began operations on September 11, 1985, as a separate portfolio of Weiss, Peck & Greer Funds Trust. On April 29, 2005, the Predecessor Fund was reorganized as a new portfolio of the Robeco Investment Funds. The performance and accounting history of the Predecessor Fund was assumed by the Robeco WPG Core Bond Fund and is reflected in the bar chart and performance table below.
The bar chart below illustrates the long-term performance of the Predecessor Fund. The information shows you how the Predecessor Fund's performance has varied year by year and provides some indication of the risks of investing in the Fund. The bar chart assumes reinvestment of dividends and distributions. As with all such investments, past performance is not an indication of future results. Performance reflects fee waivers in effect. If fee waivers were not in place, the Predecessor Fund's performance would be reduced.
Total Returns for the Calendar Year Ended December 31
1995 13.25%
1996 3.85%
1997 7.37%
1998 9.26%
1999 -0.12%
2000 10.66%
2001 9.64%
2002 10.87%
2003 5.04%
2004 4.38%
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As of September 30, 2005, the Fund's year to date return was 1.64% and the 30-day yield was 3.40%. Call 1-888-261-4073 for current yields.
Best and Worst Quarterly Performance (for the periods reflected in the chart above)
Best Quarter: 4.70% (quarter ended September 30, 2002) Worst Quarter: (2.62)% (quarter ended June 30, 2004) |
Average Annual Total Returns
The table below compares the Predecessor Fund's average annual total returns for the past 10 calendar years to the average annual total returns of a broad-based securities market index for the same period. The returns shown in the table are for the Predecessor Fund.
The table, like the bar chart, provides some indication of the risks of investing in the Fund by showing how the Predecessor Fund's average annual total returns for one year, five years and 10 years compare with those of broad measures of market performance. Past performance is not necessarily an indication of how the Fund will perform in the future.
Average Annual Total Returns
(for the Periods Ended December 31, 2004)
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1 Year 5 Years 10 Years
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Robeco WPG Core Bond Fund
Return Before Taxes /(1)/ 4.38% 8.08% 7.35%
Return After Taxes on Distributions /(1)(2)/ 3.33% 6.34% 5.25%
Return After Taxes on Distributions and Sales of Shares /(1)(2)/ 2.83% 5.85% 4.99%
Lehman Brothers Aggregate Index (reflects no deduction for
fees, expenses or taxes) /(2)/ 4.34% 7.71% 7.72%
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(1) The average annual total returns are based on the historical performance of
the Fund's Institutional Class. The average annual total returns of the
Investor Class would have substantially similar annual returns as the
Institutional Class because the shares are invested in the same portfolio of
securities. The annual returns will differ to the extent that the Investor
Class does not have the same expenses as the Institutional Class. The Company's
Board of Directors adopted a Shareholder Service and Distribution Plan on behalf
of the Investor Class of the Fund, reflecting a combined service and
distribution fee of 0.25% of the Fund's Investor Class average daily net assets.
(2) After-tax returns are calculated using the historical highest individual
federal marginal income tax rates for each year in the period and do not reflect
the impact of state and local taxes. Actual after-tax returns depend on an
investor's tax situation and may differ from those shown. The after-tax returns
shown are not relevant to investors who are tax exempt or hold their Fund shares
through tax-deferred arrangements, such as 401(k) plans or individual retirement
accounts.
(3) The Lehman Brothers Aggregate Index represents securities that are U.S.
domestic, taxable, and dollar denominated. The index covers the U.S. investment
grade fixed rate bond market, with index components for government and corporate
debt securities, mortgage pass-through securities, and asset-backed securities.
The Index is unmanaged and cannot be invested in directly.
Expenses and Fees
As a shareholder, you pay certain fees and expenses. The table below describes the fees and expenses that you may pay if you buy and hold shares of the Investor Class of the Fund.
Investor Class
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Shareholder fees
(paid directly from your investment)
Maximum short-term redemption fee /(1)/ 2.00%
(% of redemption proceeds)
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management fees 0.45%
Service and Distribution (12b-1) fees 0.25%
Other Expenses/(2)/ 0.30%
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Total annual Fund operating expenses 1.00%
Fee waivers/expense reimbursements/(3)/ (0.32%)
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Net expenses 0.68%
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/(1)/ The redemption fee applies to shares redeemed (either by selling or
exchanging into another Robeco Investment Fund) within 60 days of
purchase. The fee is withheld from redemption proceeds and retained by
the Fund, and is intended to compensate the Fund and its shareholders
for the costs associated with short-term investors. Shareholders
requesting redemptions by wire are also charged a wire redemption fee of
$7.50.
/(2)/ Other expenses for the Fund are based on estimated amounts for the
current fiscal year. Other expenses include audit, administration,
custody, legal, registration, transfer agency and miscellaneous other
charges.
/(3)/ The Adviser has contractually agreed to waive a portion of its advisory
fee and/or reimburse certain expenses in order to limit Total annual
Fund operating expenses to 0.68% of the Fund's average daily net assets
through December 31, 2006.
Example
This example is intended to help you compare the cost of investing in
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the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The example also assumes that your investment has a 5% return each year, that the operating expenses of the Fund remain the same, and that you reinvested all dividends and distributions. 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*
------ -------- -------- ---------
Investor Class $ 69 $ 287 $ 523 $ 1,192
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*The waiver and reimbursement arrangement agreed to by the Adviser, if not extended, will terminate on December 31, 2006. Thus, the 3 Years, 5 Years and 10 Years examples reflect the waiver and reimbursement only for the first year.
The Risk/Return Summary for the Fund describes the Fund's investment objective and its principal investment strategies and risks. This section provides some additional information about the Fund's investments and certain portfolio management techniques that the Fund may use. More information about the Fund's investments and portfolio management techniques, some of which entail risks, is included in the SAI.
More About the Fund's Principal Investments and Risks
Derivative Contracts. The Fund may, but need not, use derivative contracts for any of the following purposes:
. To seek to hedge against the possible adverse impact of changes
in stock market prices, currency exchange rates or interest
rates in the market value of its securities or securities to be
bought
. As a substitute for buying or selling currencies or securities
. To seek to enhance the Fund's return in non-hedging situations
Examples of derivative contracts include: futures and options on securities, securities indices or currencies; options on these futures; forward foreign currency contracts; and interest rate or currency swaps. A derivative contract will obligate or entitle the Fund to deliver or receive an asset or cash payment that is based on the change in value of one or more securities, currencies or indices. Even a small investment in derivative contracts can have a big impact on the Fund's stock market, currency and interest rate exposure. Therefore, using derivatives can disproportionately increase losses and reduce opportunities for gains when stock prices, currency rates or interest rates are changing. The Fund may not fully benefit from or may lose money on derivatives if changes in their value do not correspond accurately to changes in the value of the Fund's holdings. The other parties to certain derivative contracts present the same types of default risk as issuers of fixed income securities in that the counterparty may default on its payment obligations or become insolvent. Derivatives can also make the Fund less liquid and harder to value, especially in declining markets.
Fixed Income Investments. The Fund may invest in all types of fixed income securities. Fixed income investments include bonds, notes (including structured notes), mortgage-backed securities, asset-backed securities, convertible securities, Eurodollar and Yankee dollar instruments, preferred stocks and money market instruments. Fixed income securities may be issued by corporate and governmental issuers and may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment-in-kind and auction rate features.
The credit quality of securities held in the Fund's portfolio is determined at the time of investment. If a security is rated differently by multiple ratings organizations, a Fund treats the security as being rated in the higher rating category. The Fund may choose not to sell securities that are downgraded below the Fund's minimum accepted credit rating after their purchase.
Foreign Securities. The Fund may invest in U.S. dollar-denominated or traded securities of foreign issuers. Investments in securities of foreign entities and securities denominated or traded in foreign currencies involve special risks. These include possible political and economic instability and the possible imposition of exchange controls or other restrictions on investments. Changes in foreign currency rates relative to the U.S. dollar will affect the U.S. dollar value of a Fund's assets denominated or quoted in currencies other than the U.S. dollar. Emerging market investments offer the potential for significant gains but also involve greater risks than investing in more developed countries. Political or economic instability, lack of market liquidity and government actions such as currency controls or seizure
of private business or property may be more likely in emerging markets.
Mortgage-Backed Securities. Mortgage-backed securities may be issued by private companies or by agencies of the U.S. government. Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property.
Certain debt instruments may only pay principal at maturity or may only represent the right to receive payments of principal or payments of interest on underlying pools of mortgage or government securities, but not both. The value of these types of instruments may change more drastically than debt securities that pay both principal and interest during periods of changing interest rates. Principal only mortgage-backed securities are particularly subject to prepayment risk. The Fund may obtain a below market yield or incur a loss on such instruments during periods of declining interest rates. Interest only instruments are particularly subject to extension risk. Mortgage derivatives and structured securities often employ features that have the effect of leverage. As a result, small changes in interest or prepayment rates may cause large and sudden price movements, especially compared to an investment in a security that is not leveraged. Mortgage derivatives can also become illiquid and hard to value in declining markets.
The Fund may also use mortgage dollar rolls to finance the purchase of additional investments. Dollar rolls expose the Fund to the risk that it will lose money if the additional investments do not produce enough income to cover the Fund's dollar roll obligations. In addition, if the Adviser's prepayment assumptions are incorrect, the Fund may have performed better had the Fund not entered into the mortgage dollar roll.
Other Investment Companies. Each Fund may invest up to 10% of its total assets in the securities of other investment companies not affiliated with WPG, but not invest more than 5% of its total assets in the securities of any one investment company or acquire more than 3% of the voting securities of any other investment company. Among other things, the Funds may invest in money market mutual funds for cash management purposes by "sweeping" excess cash balances into such funds until the cash is invested or otherwise utilized. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by investment companies in which it invests in addition to the advisory and administration fees paid by the Fund.
Portfolio Turnover. The Fund may engage in active and frequent trading, resulting in high portfolio turnover. This may lead to the realization and distribution to shareholders of higher capital gains, increasing their tax liability. Frequent trading may also increase transaction costs, which could detract from the Fund's performance.
Securities Lending. The Fund may seek to increase its income by lending portfolio securities to institutions, such as certain broker-dealers. Portfolio securities loans are secured continuously by collateral maintained on a current basis at an amount at least equal to the market value of the securities loaned. The value of the securities loaned by the Fund will not exceed 33 1/3% of the value of the Fund's total assets. The Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund.
Temporary Investments. The Fund may depart from its principal investment strategies in response to adverse market, economic or political conditions by taking temporary defensive positions in all types of money market and short-term debt securities. If the Fund were to take a temporary defensive position, it may be unable for a time to achieve its investment goal.
Disclosure of Portfolio Holdings
A description of the Company's policies and procedures with respect to the disclosure of the Fund's portfolio securities is available in the SAI.
Investment Adviser
The Adviser is located at 909 Third Avenue, 31st Floor, New York, New York 10022, and is a subsidiary of Robeco Groep N.V., a Dutch public limited liability company ("Robeco"). Founded in 1929, Robeco is one of the world's oldest asset management organizations. As of November 1, 2005, Robeco, through its investment management subsidiaries, had approximately $151 billion in assets under management. Robeco USA has over 30 years experience as an investment adviser to institutional and individual clients.
Subject to the general supervision of the Company's Board of Directors, the Adviser manages the Fund's portfolio and is responsible for the selection and management of all portfolio investments of the Fund in accordance with the Fund's investment objective and policies.
A discussion regarding the basis for the Company's Board of Directors approving the Fund's investment advisory agreement with the Adviser is available in the Fund's annual report to shareholders dated August 31, 2005.
Portfolio Managers
The portfolio managers primarily responsible for the day-to-day operation of the Fund are:
Portfolio Manager(s) Since Past 5 Years' Business Experience
Daniel S.Vandivort 1995 President, 2005; Senior managing
director of the Adviser.
Sid Bakst 1998 Managing director of the Adviser.
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Mr. Vandivort is the senior macro economic policymaker for the fixed income group for the Adviser. His influence in this regard directly impacts decisions in managing the weightings of sectors and yield curve weighting for the Fund. The "yield curve" is a graph representing yields offered for U.S. Treasury securities with maturities ranging from three months to 30 years. Mr. Bakst is involved in the day-to-day management of the Fund including the selection of specific issuers and determining attractive prices at which to execute individual transactions within the investment grade corporate bond sector.
The SAI provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Fund.
Management Fee
The Adviser's fee as a percentage of average daily net assets is 0.45%. Until December 31, 2006, the Adviser has agreed to waive its fees and reimburse expenses to the extent necessary to limit annual operating expenses of the Investor Class of the Fund to 0.68%. Because the Investor Class of the Fund has not operated for a full fiscal year, information regarding the aggregate fee paid during the prior fiscal year is not yet available.
On July 20, 2005, Robeco USA, Inc., parent company of the Adviser, entered into an agreement with Harbor Capital Advisors, Inc., an affiliate of the Adviser ("Harbor"), to market all class shares of the Core Bond Fund, including the Investor Class shares, to institutional investors that utilize one or more of the investment strategies offered by Robeco USA. For these services, Robeco USA will pay Harbor 0.10% of the net assets in the investor accounts. This fee will be calculated by Robeco USA on a monthly basis with the fee for each month calculated using an average of the value of the assets in investor accounts on the first business day of the month and the last business day of the month. The fee will be paid by Robeco USA to Harbor quarterly in arrears.
The following chart shows the Fund's other service providers and includes their addresses and principal activities.
Shareholders
Distribution Principal Distributor Transfer Agent and Dividend
and Disbursing Agent
Shareholder PFPC Distributors, Inc.
Services 760 Moore Road PFPC Inc.
King of Prussia, PA 19406 760 Moore Road
King of Prussia, PA 19046
Distributes shares and provides Handles shareholder services,
administrative services to including recordkeeping and
beneficial shareholders of the statements, distribution of
Robeco Investment Funds. dividends and processing of buy,
sell and exchange requests.
Asset Investment Adviser Custodian
Management
Weiss, Peck & Greer Investments Mellon Bank N.A.
909 Third Avenue, 31st Floor 135 Santilli Highway
New York, NY 10022 Everett, MA 02149
Manages the Fund's investment Holds the Fund's assets, settles
activities all portfolio trades and collects
most of the valuation data required
for calculating each Fund's net
asset value.
Fund Administrator and Fund
Operations Accounting Agent
PFPC Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Provides facilities, equipment
and personnel to carry out
administrative services related
to the Fund and calculates the
Fund's net asset value, dividends
and distributions
Board of Directors
Supervises the Fund's activities.
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Pricing of Fund Shares
The Investor Class shares of the Fund ("Shares") are priced at their net asset value ("NAV"). The NAV per share of the Fund is calculated as follows:
Value of Assets Attributable to the Investor Class
NAV = - Value of Liabilities Attributable to the Investor Class
-------------------------------------------------------
Number of Outstanding Shares of the Investor Class
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The Fund's NAV is calculated once daily at the close of regular trading hours on the New York Stock Exchange (the "NYSE") (generally 4:00 p.m. Eastern time) on each day the NYSE is open (a "Business Day"). The NYSE is generally open Monday through Friday, except national holidays. The Fund will effect purchases or redemptions of shares at the next NAV calculated after receipt of your order in proper form.
The Fund's equity securities are valued using the closing price or the last sale price on the national securities exchange or on the National Association of Securities Dealers Automatic Quotation System ("NASDAQ") market system where they are primarily traded. If there were no sales on that day or the securities are traded on other over-the-counter markets, the mean of the last bid and ask price prior to the market close is used. Short-term debt securities having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Debt securities having a remaining maturity of greater than 60 days are valued by a pricing service which utilizes matrix pricing based upon both dealer-supplied valuations and other techniques that take into account various factors, such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. If the Fund holds foreign equity securities, the calculation of the Fund's NAV will not occur at the same time as the determination of the value of the foreign equities securities in the Fund's portfolio, since these securities are traded on foreign exchanges. 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 or deemed unrealiable, securities will be valued by the Fund's Valuation Committee following procedures adopted by the Company's Board of Directors. In addition, the prices of foreign securities may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund's Valuation Committee may fair value such foreign securities. The use of an independent service and fair valuation involve the risk that the values used by the Fund to price its investments may be higher or lower than the values used by other investment companies and investors to price the same investments.
Market Timing
Market timing is defined as effecting frequent trades into or out of a fund in an effort to anticipate or time market movements. Due to the frequent and disruptive nature of this activity, it can adversely impact the ability of the Adviser to invest assets in an orderly, long-term manner, which, in turn, may adversely impact the performance of the Fund. In addition, such activity also may result in adverse tax consequences to shareholders. There is no assurance that the Fund will be able to identify market timers, particularly if they are investing through intermediaries.
The Board of Directors of the Company has adopted policies and procedures with respect to frequent trading of Fund shares by shareholders. The Fund charges a redemption fee of 2% on shares redeemed within 60 days of purchase. In addition, the Fund limits the number of exchanges to six (6) times per year (at least 30 days apart). For further information on redemptions and exchanges, please see the sections entitled "Shareholder Information - Redemption of Fund Shares" and "Shareholder Information - Exchange Priviliege."
The Company reserves the right, in its sole discretion, to reject purchase orders when, in the judgment of management, such rejection is in the best interest of the Fund and its shareholders.
Purchase of Fund Shares
Shares representing interests in the Fund are offered continuously for sale by PFPC Distributors, Inc. (the "Distributor").
Purchases through Intermediaries. 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. If a purchase order is not received in good order, PFPC will contact the financial intermediary to determine the status of the purchase order. Orders received by the Company in good order will be priced at the Fund's NAV next computed after they are deemed to have been received by the Service Organization or its authorized designee.
The Company relies upon the integrity of Service Organizations to ensure that orders are timely and properly submitted. The Fund cannot assure you that Service Organizations properly submitted to it all purchase and redemption orders received from the Service Organization's customers before the time for determination of the Fund's NAV in order to obtain that day's price.
For administration, subaccounting, transfer agency and/or other services, the Adviser may pay Service Organizations and certain recordkeeping organizations a fee (the "Service Fee") of the average annual NAV of accounts with the Company maintained by such Service Organizations or recordkeepers. The Service Fee payable to any one Service Organization is determined based upon a number of factors, including the nature and quality of services provided, the operations processing requirements of the relationship and the standardized fee schedule of the Service Organization or recordkeeper.
General. 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 the Company records. The minimum initial investment is $2,500 and the minimum additional investment in the Fund is $100.
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 Robeco Investment Management ("Robeco Investment") and its subsidiaries 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 and Robeco Investment and its subsidiaries without being subject to the minimum investment limitations. The Adviser, Robeco USA and Robeco-Sage Capital Management, LLC are wholly-owned subsidiaries of Robeco Investment.
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 ($2,500 minimum) payable to the Fund. Third party checks will not be accepted.
Regular Mail: Overnight Mail: Robeco WPG Core Bond Fund Robeco WPG Core Bond Fund c/o PFPC Inc. c/o PFPC Inc. P.O. Box 9806 101 Sabin Street Providence, RI 02940 Pawtucket, RI 02860-1427 |
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 the Fund may be purchased by
wiring federal funds to PNC Bank, N.A. (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 the 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.) Request account information and routing
instructions by calling the Transfer Agent at (888) 261-4073. Funds should be
wired to:
PNC Bank, N.A.
Philadelphia, Pennsylvania 19103
ABA #0310-0005-3
Account #86-1108-2507
F/B/O Robeco WPG Core Bond Fund
Ref. (Account Number)
Shareholder or Account Name
Federal funds purchases will be accepted only on a day on which the NYSE and PNC Bank, N.A. are open for business.
Additional Investments. Additional investments may be made at any time (minimum investment $100) by purchasing Shares of the Fund at the NAV per Share of the Fund by mailing a check to the Transfer Agent at the address noted under "Initial Investment by Mail" (payable to Robeco WPG Core Bond Fund) or by wiring monies to PNC Bank, N.A. as outlined under "Initial Investment by Wire." For the 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. This may take up to 15 calendar days.
Automatic Investment Plan. Additional investments in Shares of the Fund may be made automatically by authorizing the Transfer Agent to withdraw funds from your bank account through an Automatic Investment Plan ($100 minimum). Investors desiring to participate in an Automatic Investment Plan should call the Transfer Agent at (888) 261-4073.
Retirement Plans. Shares may be purchased in conjunction with IRAs and
rollover IRAs where Mellon Bank N.A. acts as custodian. A $15.00 retirement
custodial maintenance fee is charged per account per year. For further
information as to applications and annual fees, contact the Transfer Agent at
(888) 261-4073. To determine whether the benefits of an IRA are available and/or
appropriate, you should consult with a tax advisor.
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 Fund. Subject to Board approval, the Adviser will monitor the Fund's total assets and may decide to close the Fund at any time to new investments or to new accounts due to concerns that a significant increase in the size of the Fund may adversely affect the implementation of the Fund's strategy. Subject to Board approval, 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 the Fund closes to new investments, generally 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,
c. employees of the Adviser and their spouses, parents and children, and
d. directors of the Company.
Other persons who are shareholders of other Robeco Investment 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.
Purchases of the Fund's shares will be made in full and fractional shares of the Fund calculated to three decimal places.
Customer Identification Program. Federal law requires the Company to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), social security or taxpayer identification number or other identifying information for each investor who opens or reopens an account with the Company. Applications without the required information, or without any indication that a social security or taxpayer identification number has been applied for, may not be accepted. After acceptance, to the extent permitted by applicable law or its customer identification program, the Company reserves the right (a) to place limits on transactions in any account until the identity of the investor is verified; or (b) to refuse an investment in a Company portfolio or to involuntarily redeem an investor's shares and close an account in the event that an investor's identity is not verified. The Company and its agents will not be responsible for any loss in an investor's account resulting from the investor's delay in providing all required identifying information or from closing an account and redeeming an investor's shares when an investor's identity cannot be verified.
Good Order. You must include complete and accurate required information on your purchase request. Purchase requests not in good order may be rejected.
Redemption of Fund Shares
Normally, your investment firm will send your request to redeem shares to the Fund's transfer agent. Consult your investment professional for more information. You can redeem some or all of your Fund shares directly through the Fund only if the account is registered in your name. All IRA shareholders must complete an IRA withdrawal form to redeem shares from their IRA account.
You may redeem Shares of the Fund 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 the Fund by mail, or, if you are authorized, by telephone (excluding retirement accounts where Mellon Bank N.A. acts as custodian). 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 the Fund. There is generally no charge for a redemption. However, with the exception of defined contribution plans, if a shareholder of the Fund redeems Shares held for less than 60 days, a transaction fee of 2% of the NAV of the Shares redeemed at the time of redemption will be charged. For purposes of this redemption feature, Shares purchased first will be considered to be shares first redeemed.
Redemption By Mail. Your redemption requests should be addressed to Robeco WPG Core Bond Fund, c/o PFPC Inc., P.O. Box 9806, Providence, RI 02940; for overnight delivery, requests should be addressed to Robeco WPG Core Bond Fund, c/o PFPC Inc., 101 Sabin Street, Pawtucket, RI 02860-1427 and must include:
a. Name of the Fund;
b. Account number;
c. Your share certificates, if any, properly endorsed or with proper powers of attorney;
d. 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;
e. medallion signature guarantees are required when (i) the redemption 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
f. 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.
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. A wire charge of $7.50 is assessed and charged to the shareholder. If the telephone redemption option or the telephone exchange option 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 Company and 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 Company and 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.
Transaction Fee on Certain Redemptions. The Fund requires the payment of a transaction fee on redemption of Shares held for less than 60 days equal to 2.00% of the NAV of such Shares redeemed at the time of redemption. This additional transaction fee is paid to the Fund, NOT to the Adviser, Distributor or Transfer Agent. It is NOT a sales charge or a contingent deferred sales charge. The fee does not apply to defined contribution plans or to redeemed Shares that were purchased through reinvested dividends or capital gain distributions.
The additional transaction fee is intended to limit short-term trading in the Fund or, to the extent that short-term trading persists, to impose the costs of that type of activity on the shareholders who engage in it. The costs to the Fund include: (1) brokerage costs; (2) market impact costs -- i.e., the decrease in market prices which may result when a Fund sells certain securities in order to raise cash to meet the redemption request; (3) the realization of capital gains by the other shareholders in the Fund; and (4) an increase in portfolio turnover, requiring a Fund to sell over-the-counter securities at the "bid" price and subsequently repurchase the same securities at the "ask" price. The transaction fee represents the Fund's estimate of the brokerage and other transaction costs which may be incurred by the Fund in disposing of securities in which the Fund may invest. If the transaction fee was not charged, all the other shareholders would bear the additional costs associated with the sale of securities for the proceeds to redeem Fund shares. With the additional transaction fee, the transaction costs of selling additional securities are not borne by all existing shareholders, but the source of funds for these costs is the transaction fee paid by those investors making redemptions of the Fund. The Fund reserves the right, at its discretion, to waive, modify or terminate the additional transaction fee.
The Fund will use the first-in, first-out method to determine your holding period. Under this method, the date of redemption or exchange will be compared with the earliest purchase date of shares held in your account. If your holding period is less than 60 days, the short-term redemption fee will be assessed on the net asset value of those shares calculated at the time the redemption is effected.
Systematic Withdrawal Plan. If your account has a value of at least $10,000, you may establish a Systematic Withdrawal Plan and receive regular periodic payments. A request to establish a Systematic Withdrawal Plan must be submitted in writing to the Transfer Agent at P.O. Box 9806, Providence, RI 02940. Each withdrawal redemption will be processed on or about the 25th of the month and mailed as soon as possible thereafter. There are no service charges for maintenance; the minimum amount that you may withdraw each period is $50. (This is merely the minimum amount allowed and should not be mistaken for a recommended amount.) The holder of a Systematic Withdrawal Plan will have any income dividends and any capital gains distributions reinvested in full and fractional shares at NAV. To provide funds for payment, Shares will be redeemed in such amount as is necessary at the redemption price. The systematic withdrawal of Shares may reduce or possibly exhaust the Shares in your account, particularly
in the event of a market decline. As with other redemptions, a systematic withdrawal payment is a sale for federal income tax purposes. Payments made pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or income since part of such payments may be a return of capital.
You will ordinarily not be allowed to make additional investments of less than the aggregate annual withdrawals under the Systematic Withdrawal Plan during the time you have the plan in effect and, while a Systematic Withdrawal Plan is in effect, you may not make periodic investments under the Automatic Investment Plan. You will receive a confirmation of each transaction and the Share and cash balance remaining in your plan. The plan may be terminated on written notice by the shareholder or by a Fund and will terminate automatically if all Shares are liquidated or withdrawn from the account or upon the death or incapacity of the shareholder. You may change the amount and schedule of withdrawal payments or suspend such payments by giving written notice to the Fund's transfer agent at least ten Business Days prior to the end of the month preceding a scheduled payment.
Involuntary Redemption. The Fund reserves the right to redeem a shareholder's account in the Fund at any time the 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 the Fund is less than $500 and will be allowed 30 days to make additional investments before the redemption is processed. The transaction fee applicable to the Fund will not be charged when Shares are involuntarily redeemed.
Other Redemption Information. Redemption proceeds for Shares of the Fund 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 Fund 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 the 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 Company has elected, however, to be governed by Rule 18f-1 under the Investment Company Act of 1940, as amended (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 NAV during any 90-day period for any one shareholder of the Fund.
Proper Form. You must include complete and accurate required information on your redemption request. Redemption requests not in proper form may be delayed.
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 Class Shares of any Robeco Investment Fund for Investor Class Shares of another Robeco Investment Fund, up to six (6) times per year. Such exchange will be effected at the NAV of the exchanged Investor Class Shares and the NAV of the Investor Class Shares to be acquired next determined after PFPC's receipt of a request for an exchange. An exchange of Shares held for less than 60 days (with the exception of Shares purchased through dividend reinvestment or the reinvestment of capital gains) will be subject to a transaction fee of 2.00%. 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 Class Shares of the Robeco Investment 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 guarantee. The exchange privilege may be modified or terminated at anytime, or from time to time, by the Fund, upon 60 days' written notice to shareholders.
If an exchange is to a new account in a Robeco Investment Fund, the dollar value of the Shares acquired must equal or exceed the Robeco Investment Fund's minimum for a new account; if to an existing account, the dollar value must equal or exceed the Robeco Investment 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 Fund's 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 Fund and increase transaction costs, the Fund has established a policy of limiting excessive exchange activity. Shareholders are entitled to six (6) exchange redemptions from the Fund during any twelve month period. Notwithstanding these limitations, the Fund reserves the right to reject any purchase request (including exchange purchases from other Robeco Investment Funds) that is deemed to be disruptive to efficient portfolio management.
Please read the prospectus applicable to the Robeco Investment Fund carefully before requesting an exchange. A prospectus of other Robeco Investment Funds may be obtained by calling the Fund at (888) 261-4073.
Dividends and Distributions
The 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.
The Fund will declare dividends from net investment income daily and pay such dividends monthly. Net realized capital gains (including net short-term capital gains), if any, will be distributed by the Fund at least annually.
The Fund may pay additional distributions and dividends at other times if necessary for the Fund to avoid U.S. federal tax. The Fund's distributions and dividends, whether received in cash or reinvested in additional Fund shares, are subject to U.S. federal income tax.
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 gain). In general, the Fund's dividends and distributions will be taxable to you for federal, state and local income tax purposes. Dividends and distributions are taxable whether they are received in cash or reinvested in Fund shares. For federal tax purposes, Fund distributions attributable to short-term capital gains and net investment income are taxable to you as ordinary income. Distributions attributable to any excess of net long-term capital gains of a Fund over net short-term capital losses generally are taxable to you as long-term capital gains. This is true no matter how long you own your shares.
Under recent changes to the Internal Revenue Code, the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is reduced to 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Fund from U.S. and certain foreign corporations will generally be taxed at the long-term capital gain rate of 15%, as long as certain other requirements are met. The amount of the Fund's distributions that qualify for this favorable tax treatment will be reduced as a result of the Fund's securities lending activities, by a high portfolio turnover rate or by investments in debt securities or "non-qualified" foreign corporations. For these lower rates to apply to Fund distributions, the noncorporate shareholders must have owned their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund's ex-dividend date.
You should note that the Core Bond Fund does not expect to pay dividends that are eligible for the recently enacted reduced tax rate on corporate dividends. This is because the Fund will generally be invested in debt instruments and not in shares of stock on which dividend income will be received.
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.
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 the Fund may be disallowed under "wash sale" rules to the extent the Shares disposed of are replaced with other Shares of the 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 the Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the Shares acquired.
Generally, this gain or loss will be long-term or short-term depending on whether your holding period for the Shares exceeds 12 months, except that 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.
The Fund may be required to withhold federal income tax from dividends and redemption proceeds paid to non-corporate shareholders. This tax may be withheld from dividends if (i) you fail to furnish the Fund with your correct taxpayer identification number, (ii) the Internal Revenue Service ("IRS") notifies the Fund that you have failed to report properly certain interest and dividend income to the IRS and to respond to notices to that effect, or (iii) when required to do so, you fail to certify that you are not subject to backup withholding. The backup withholding rate is 28%.
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 advisor for further information regarding federal, state, local and/or foreign tax consequences relevant to your specific situation.
State and Local Taxes. Shareholders may also be subject to state and local taxes on distributions and redemptions. State income taxes may not apply, however, to the portions of the Fund's distributions, if any, that are attributable to interest on federal securities. Shareholders should consult their tax advisors regarding the tax status of distributions in their state and locality.
Shareholder Services and Distribution (12b-1) Plan
Shares representing interests in the Investor Class of the Fund are offered continuously for sale by PFPC Distributors, Inc. (the "Distributor"). The Board of Directors of the Company has adopted a Shareholder Services and Distribution (12b-1) Plan (the "Plan") for the Fund's Investor Class Shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive from the Fund a combined service and distribution fee, which is accrued daily and paid monthly, equal to 0.25% of the average daily net assets of the Investor Class Shares. Because these fees are paid out of the Fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Amounts paid to the Distributor under the Plan may be used by the Distributor to cover expenses that are related to (i) ongoing servicing and/or maintenance of the accounts of shareholders; (ii) sub-transfer agency services, sub-accounting services or administrative services related to the sale of the Shares; and (iii) the sale of the Shares, all as set forth in the Plan. The Distributor may delegate some or all of these functions to Service Organizations. See "Purchases Through Intermediaries" above. Payments under the Plan are not tied exclusively to expenses actually incurred by the Distributor, and the payments may exceed distribution expenses actually incurred.
Multi-Class Structure
The Fund also offers Institutional Shares, which are offered directly to investors in a separate Prospectus. Shares of each class of the Fund represent equal pro rata interests and accrue dividends and calculate NAV 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 Class Shares of the Core Bond Fund can be expected to differ from the total return on Institutional Class Shares of the Fund. Information concerning Institutional Class Shares of the Core Bond Fund 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 THE COMPANY'S SAI INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Effective April 29, 2005, the Fund acquired all the assets and assumed all the liabilities of the Predecessor Fund, an open-end investment company with substantially identical investment policies. Prior to the date of this Prospectus, the Fund had no assets or investment operations.
The table below sets forth certain financial information of the Fund and the Predecessor Fund for the periods indicated, including per share information results for a single fund share. The performance and accounting history of the Predecessor Fund have been assumed and relates to the Institutional Class shares of the Fund, and not the Investor Class shares which is a newly offered class. The Investor Class shares have higher expenses than the Institutional Class shares, which would adversely affect the following financial information. Institutional Class shares are not offered by this Prospectus. The term "Total Return" indicates how much your investment would have increased or decreased during this period of time and assumes that you have reinvested all dividends and distributions. The information for the period January 1, 2005 through December 31, 2005 has been audited by PricewaterhouseCoopers LLP, the Fund's independent registered public accounting firm. This information should be read in conjunction with the Fund's financial statements which, together with the report of the independent registered public accounting firm, are included in the Fund's annual report, which is available upon request (see back cover for ordering instructions). The information for the years ended December 31, 2001 through December 31, 2004 was audited by KPMG LLP, the Predecessor Fund's independent registered public accounting firm.
Core Bond Fund - Institutional Class
--------------------------------------------------------------------------------------------
For the For the For the For the For the For the
Period Year Ended Year Ended Year Ended Year Ended Year
January 1, December December December December Ended
2005 to 31, 2004 31, 2003 31, 2002 31, 2001 December
August 31 31, 2000
2005(a)
---------- ---------- ---------- ---------- ---------- ---------
Per Share Operating Performance
Net asset value, beginning of $ 10.81 $ 10.66 $ 10.44 $ 9.80 $ 9.40 $ 9.07
period
Net investment income $ 0.25 $ 0.31 $ 0.30 $ 0.40 $ 0.49 $ 0.60
Net realized and unrealized gain $ 0.03 $ 0.15 $ 0.22 $ 0.64 $ 0.40 $ 0.33
on investments
Net increase in net assets $ 0.28 $ 0.46 $ 0.52 $ 1.04 $ 0.89 $ 0.93
resulting from operations
Dividends to shareholders from:
Net investment income $ (0.25) $ (0.31) $ (0.30) $ (0.40) $ (0.49) $ (0.60)
Net realized capital gains $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Total dividends and $ (0.25) $ (0.31) $ (0.30) $ (0.40) $ (0.49) $ (0.60)
distributions to shareholders
Net asset value, end of period $ 10.84 $ 10.81 $ 10.66 $ 10.44 $ 9.80 $ 9.40
Total return 2.65%(b) 4.38% 5.04% 10.87% 9.64% 10.66%
Ratios/Supplemental Data
Net assets, end of period (000's $ 161,761 $ 144,349 $ 145,818 $ 105,261 $ 123,797 $ 114,547
omitted)
Ratio of expenses to average net 0.43%(c) 0.43% 0.45% 0.50% 0.50% 0.50%
assets
Ratio of net investment income 3.52%(c) 2.90% 2.81% 4.02% 5.04% 6.58%
to average net assets
Portfolio turnover rate 602.95%(c)(d) 805.8%(e) 561.8% 539.2% 431.5% 509.0%
---------- ---------- ---------- ---------- ---------- ---------
|
(a) As a result of a reorganization that was effective April 29, 2005, the Fund
changed its fiscal year end from December 31 to August 31.
(b) Not annualized.
(c) Annualized.
(d) The portfolio turnover rate excluding mortgage dollar roll transactions for
the period ended August 31, 2005, was 295.21%
(e) The portfolio turnover rate excluding mortgage dollar roll transactions for
the year ended December 31, 2004, was 573.6%.
The Adviser agreed to cap certain Fund operating expenses and not to impose its full fee for certain periods. This has resulted in a waiver of a portion of the Investment Advisory Fee for the Predecessor Fund. Prior to December 31, 2006, the Adviser may not discontinue or modify this cap without the approval of the Fund's Directors. Had the Adviser not so agreed, and had the Fund not received a custody fee earnings credit/1/, the total return would have been lower and the ratio of expenses to average net assets would have been:
---------------------------------------------------------------------------------------------
For the For the For the For the For the For the
Period Year Year Year Ended Year Ended Year Ended
January 1, Ended Ended December December December
2005 to December December 31, 2002 31, 2001 31, 2000
August 31, 31, 2004 31, 2003
2005*
---------- -------- -------- ---------- ---------- ----------
Ratio of expenses to average 0.75%** 0.71% 0.75% 0.83% 0.81% 0.79%
net assets
|
*As a result of a reorganization that was effective April 29, 2005, the Fund changed its fiscal year end from December 31 to August 31. **Annualized.
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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 Robeco Investment Funds is available free of charge, upon request,
including:
Annual/Semi-Annual Reports
These reports contain additional information about the Fund's
investments, describe the Fund's performance, list portfolio holdings, and
discuss recent market conditions and economic trends. The annual report includes
fund strategies that significantly affected the Fund's performance during its
last fiscal year.
The annual and semi-annual reports to shareholders may be obtained by visiting the Adviser's web site at www.robecoinvest.com.
Statement of Additional Information
An SAI, dated November 26, 2005 has been filed with the SEC. The SAI, which includes additional information about the Robeco Investment 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 (and is legally part of the Prospectus). The SAI is not available on the Adviser's website because a copy may be obtained by calling (888) 261-4073 or visiting the SEC's Internet site at www.sec.gov.
Shareholder Inquiries
Representatives are available to discuss account balance information,
mutual fund prospectuses, literature programs and services available. Hours: 8
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Providence, RI 02940
Securities and Exchange Commission
You may also view and copy information about the Company and the Fund,
including the SAI, by visiting the SEC's Public Reference Room in Washington, DC
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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
WEISS, PECK & GREER INVESTMENTS
909 THIRD AVENUE
31st FLOOR
NEW YORK, NEW YORK 10022
888-261-4073
ROBECO INVESTMENT FUNDS
Investor Class
Robeco WPG Core Bond Fund
(Investment Portfolio of The RBB Fund, Inc.)
STATEMENT OF ADDITIONAL INFORMATION
November 26, 2005
This Statement of Additional Information ("SAI") provides supplementary information about the Robeco WPG Core Bond Fund (the "Core Bond Fund" or the "Fund") of The RBB Fund, Inc. (the "Company"). This information is in addition to the information contained in the Robeco Investment Funds prospectus dated November 26, 2005 (the "Prospectus").
This SAI is not a prospectus. It should be read in conjunction with the Prospectus. A copy of the Prospectus and Annual Report may be obtained free of charge by calling toll-free (888) 261-4073.
TABLE OF CONTENTS
GENERAL INFORMATION............................................................3 INVESTMENT OBJECTIVES AND POLICIES.............................................3 INVESTMENT LIMITATIONS........................................................26 DISCLOSURE OF PORTFOLIO HOLDINGS..............................................28 MANAGEMENT OF THE COMPANY.....................................................29 CODE OF ETHICS................................................................33 PROXY VOTING POLICIES.........................................................34 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...........................34 INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS..................35 FUND TRANSACTIONS.............................................................43 PURCHASE AND REDEMPTION INFORMATION...........................................44 VALUATION OF SHARES...........................................................45 DIVIDENDS AND DISTRIBUTIONS...................................................47 TAXES.........................................................................48 ADDITIONAL INFORMATION CONCERNING COMPANY SHARES..............................50 MISCELLANEOUS.................................................................54 FINANCIAL STATEMENTS..........................................................54 APPENDIX A....................................................................55 APPENDIX B....................................................................67 APPENDIX C....................................................................68 |
GENERAL INFORMATION
The Company is an open-end management investment company currently operating or proposing to operate nineteen separate investment companies, two of which have not commenced operations as of the date of this SAI. The Company is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and was organized as a Maryland corporation on February 29, 1988. This SAI pertains to the Investor Class representing interests in the Core Bond Fund, which is offered by a prospectus dated November 26, 2005. The Fund is a diversified portfolio.
On April 29, 2005, the WPG Core Bond Fund (a series of the Weiss, Peck & Greer Funds Trust) (the "Predecessor Fund") was reorganized as a new portfolio of the Company. Financial and performance information included in this SAI is that of the Predecessor Fund.
INVESTMENT OBJECTIVES AND POLICIES
The following supplements the information contained in the Prospectus concerning the investment objectives and policies of the Fund.
The investment objective of the Core Bond Fund is high current income, consistent with capital preservation. The Fund invests substantially all, but at least 80%, of its assets in U.S. denominated or quoted bonds issued by domestic or foreign companies or governmental entities.
Robeco USA, L.L.C. ("Robeco USA"), through its division Weiss, Peck & Greer Investments (the "Adviser" or "WPG"), serves as the Fund's investment adviser.
The Fund is a diversified, open-end, management investment company (or series thereof). The investment objectives, policies and restrictions of the Fund may be changed or altered by the Board of Directors of the Company (the "Board") without shareholder approval, except to the extent such policies and restrictions have been adopted as fundamental. See "Investment Restrictions." The securities in which the Fund may invest and certain other investment policies are further described in the Prospectus. There can be no assurance that any of the Fund's investment objectives will be achieved.
The Adviser may not invest in all of the instruments or use all of the investment techniques permitted by the Fund's Prospectus and SAI or invest in such instruments or engage in such techniques to the full extent permitted by the Fund's investment policies and limitations.
"Special Situations"
The Fund may invest in "Special Situations" as defined in, and subject to, its fundamental investment restrictions set forth under "Investment Restrictions." Since every Special Situation involves, to some extent, a break with past experience, the uncertainties in the appraisal of future value and the risk of possible loss of capital are greater than in the experienced, well-established companies carrying on business according to long-established patterns. The market price of a Special Situation may decline significantly if an anticipated development does not materialize. For the very same reasons, however, the Fund believes that if a Special Situation is carefully studied by the Adviser and an investment is made at the appropriate time, maximum appreciation may be achieved.
Repurchase and Reverse Repurchase Agreements
Subject to its investment restrictions and policies, the Fund may enter into repurchase agreements with banks, broker-dealers or other financial institutions in order to generate additional current income. A repurchase agreement is an agreement under which a fund acquires a security from a seller subject to resale to the seller at an agreed upon price and date. The resale price reflects an agreed upon interest rate effective for the time period the security is held by a fund. The repurchase price may be higher than the purchase price, the difference being income to the fund, or the purchase and repurchase price may be the same, with interest at a stated rate due to the fund together with the repurchase price on repurchase. In either case, the income to the fund is unrelated to the interest rate on the security. Typically, repurchase agreements are in effect for one week or less, but may be in effect for longer periods of time. Repurchase agreements of more than one week's duration are subject to each Fund's respective limitation on investments in illiquid securities.
Repurchase agreements are considered by the Securities and Exchange Commission (the "SEC") to be loans by the purchaser collateralized by the underlying securities. In an attempt to reduce the risk of incurring a loss on a repurchase agreement, the Fund will generally enter into repurchase agreements only with domestic banks with total assets in excess of one billion dollars or primary U.S. government securities dealers reporting to the Federal Reserve Bank of New York, with respect to securities of the type in which the Fund may invest. The Fund will monitor the value of the underlying securities throughout the term of the agreement to ensure that their market value always equals or exceeds the agreed-upon repurchase price to be paid to the Fund. The Fund will maintain a segregated account with the Custodian for the securities and other collateral, if any, acquired under a repurchase agreement with a broker-dealer for the term of the agreement.
In addition to the risk of the seller's default or a decline in value of the underlying security, the Fund also might incur disposition costs in connection with liquidating the underlying securities. If the seller becomes insolvent and subject to liquidation or reorganization under the United States Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by the Fund not within the control of the Fund and therefore subject to sale by the seller's trustee in bankruptcy. Finally, it is possible that the Fund may not be able to perfect its interest in the underlying security and may be deemed an unsecured creditor of the seller. While the Fund acknowledges these risks, it is expected that they can be controlled through careful monitoring procedures.
The Core Bond Fund may enter into reverse repurchase agreements with domestic banks or broker-dealers, subject to its policies and restrictions. Under a reverse repurchase agreement, the fund sells a security held by it and agrees to repurchase the instrument on a specified date at a specified price, which includes interest. The Fund will use the proceeds of a reverse repurchase agreement to purchase other securities which either mature at a date simultaneous with or prior to the expiration of the reverse repurchase agreement or which are held under an agreement to resell maturing as of that time.
The Core Bond Fund will enter into reverse repurchase agreements only when the Adviser believes the interest income and fees to be earned from the investment of the proceeds of the transaction will be greater than the interest expense of the transaction.
Under the 1940 Act, reverse repurchase agreements may be considered borrowings by the seller. The Core Bond Fund may not enter into a reverse repurchase agreement if as a result its current obligations under such agreements would exceed one-third of the current market value of its total assets (less its liabilities other than under reverse repurchase agreements).
In connection with entering into reverse repurchase agreements, the Fund will segregate U.S. government securities, cash or cash equivalents with an aggregate current value sufficient to repurchase the securities or equal to the proceeds received upon the sale, plus accrued interest.
Foreign Securities
The Core Bond Fund may also invest in securities of foreign issuers that are traded or denominated in U.S. dollars. Investment in foreign issuers involves certain special considerations, including those set forth below, which are not typically associated with investment in U.S. issuers.
Since foreign companies are not generally subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Foreign stock markets, while growing in volume of trading activity, have substantially less volume than the New York Stock Exchange ("NYSE"), and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Similarly, volume and liquidity in most foreign bond markets are less than in the United States and, at times, volatility of price can be greater than in the United States. Although fixed commissions on foreign stock exchanges are generally higher than negotiated commissions on U.S. exchanges, the Fund will endeavor to achieve the most favorable net results on their foreign portfolio transactions.
There is generally less government supervision and regulation of stock exchanges, brokers and listed companies in foreign countries than in the United States. In some foreign transactions there may be a greater risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscators taxation, political or social instability, or diplomatic developments, which could affect the Fund's investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, and resource self-sufficiency and balance of payments position. In addition, it may be more difficult to obtain and enforce a judgment against a foreign issuer or a foreign custodian. The U.S. dollar value of foreign securities will be favorably or adversely affected by exchange rate fluctuations between the dollar and the applicable foreign currency. The Fund will incur costs in converting foreign currencies into U.S. dollars.
Eurodollar, Yankee Dollar and Yankee Bond Investments. The Fund may invest in obligations of foreign branches of U.S. banks (Eurodollars) and U.S. branches of foreign banks (Yankee dollars) as well as foreign branches of foreign banks. These investments involve risks that are different from investments in securities of U.S. banks, including potential unfavorable political and economic developments, different tax provisions, seizure of foreign deposits, currency controls, interest limitations or other governmental restrictions which might affect payment of principal or interest. The Fund may also invest in Yankee bonds, which are issued by foreign governments and their agencies and foreign corporations, but pay interest in U.S. dollars and are typically issued in the United States.
Depository Receipts. With respect to certain foreign securities, the Fund may purchase depository receipts of all kinds, including American Depository Receipts (ADRs), European Depository Receipts (EDRs), Global Depository Receipts (GDRs) and International Depository Receipts (IDRs). ADRs are U.S. dollar-denominated certificates issued by a U.S. bank or trust company and represent the right to receive securities of a foreign issuer deposited in a domestic bank or foreign branch of a U.S.
bank. EDRs, GDRs and IDRs are receipts issued in Europe, generally by a non-U.S. bank or trust company, and evidence ownership of non-U.S. securities. ADRs are traded on domestic exchanges or in the U.S. over-the-counter (OTC) market and, generally, are in registered form. EDRs, GDRs and IDRs are traded on non-U.S. exchanges or in non-U.S. OTC markets and, generally, are in bearer form. Investments in ADRs have certain advantages over direct investment in the underlying non-U.S. securities because (i) ADRs are U.S. dollar-denominated investments which are registered domestically, easily transferable, and for which market quotations are readily available, and (ii) issuers whose securities are represented by ADRs are subject to the same auditing, accounting and financial reporting standards as domestic issuers. To the extent the Fund acquires ADRs through banks which do not have a contractual relationship with the foreign issuer of the security underlying the ADR to issue and service such ADRs, there may be an increased possibility that the Fund would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner.
Risk Considerations of Medium Grade Securities
Obligations in the lowest investment grade (i.e., BBB or Baa), referred to as "medium grade" obligations, have speculative characteristics, and changes in economic conditions and other factors are more likely to lead to weakened capacity to make interest payments and repay principal on these obligations than is the case for higher rated securities. In the event that a security purchased by the Fund is subsequently downgraded below investment grade, the Adviser will consider such event in its determination of whether the Fund should continue to hold the security.
Risk Considerations of Lower Rated Securities
The Fund may invest in fixed income securities that are not investment grade but are rated as low as B by Moody's Investors, Inc. ("Moody's) or B by Standard & Poor's ("S&P") (or their equivalents or, if unrated, determined by the Adviser to be of comparable credit quality). In the case of a security that is rated differently by two or more rating services, the higher rating is used in connection with the foregoing limitation. In the event that the rating on a security held in the Fund's portfolio is downgraded by a rating service, such action will be considered by the Adviser in its evaluation of the overall investment merits of that security, but will not necessarily result in the sale of the security. The widespread expansion of government, consumer and corporate debt within the U.S. economy has made the corporate sector, especially cyclically sensitive industries, more vulnerable to economic downturns or increased interest rates.
An economic downturn could severely disrupt the market for high yield fixed income securities and adversely affect the value of outstanding fixed income securities and the ability of the issuers to repay principal and interest.
High yield fixed income securities (commonly known as "junk bonds") are considered speculative investments and, while generally providing greater income than investments in higher rated securities, involve greater risk of loss of principal and income (including the possibility of default or bankruptcy of the issuers of such securities) and may involve greater volatility of price (especially during periods of economic uncertainty or change) than securities in the higher rating categories. However, since yields vary over time, no specific level of income can ever be assured.
The prices of high yield fixed income securities have been found to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or
individual corporate developments. Also, during an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress, which would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a fixed income security owned by the Fund defaulted, the Fund could incur additional expenses to seek recovery. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of high yield fixed income securities and the Fund's net asset value, to the extent it holds such securities.
High yield fixed income securities also present risks based on payment expectations. For example, high yield fixed income securities may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the Fund may, to the extent it holds such fixed income securities, have to replace the securities with a lower yielding security, which may result in a decreased return for investors. Conversely, a high yield fixed income security's value will decrease in a rising interest rate market, as will the value of the Fund's assets, to the extent it holds such fixed income securities.
In addition, to the extent that there is no established retail secondary market, there may be thin trading of high yield fixed income securities, and this may have an impact on the Adviser's ability to accurately value such securities and the Fund's assets and on the Fund's ability to dispose of such securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield fixed income securities, especially in a thinly traded market.
New laws proposed or adopted from time to time may have an impact on the market for high yield securities.
Finally, there are risks involved in applying credit or dividend ratings as a method for evaluating high yield securities. For example, ratings evaluate the safety of principal and interest or dividend payments, not market value risk of high yield securities. Also, since rating agencies may fail to timely change the credit ratings to reflect subsequent events, the Fund will continuously monitor the issuers of high yield securities in its portfolio, if any, to determine if the issuers will have sufficient cash flow and profits to meet required principal and interest payments, and to assure the security's liquidity so the Fund can meet redemption requests.
Forward Commitment and When-Issued Transactions
The Fund may purchase or sell securities on a when-issued or forward commitment basis (subject to its investment policies and restrictions). These transactions involve a commitment by the Fund to purchase or sell securities at a future date (ordinarily one or two months later). The price of the underlying securities (usually expressed in terms of yield) and the date when the securities will be delivered and paid for (the settlement date) are fixed at the time the transaction is negotiated. When-issued purchases and forward commitments are negotiated directly with the other party, and such commitments are not traded on exchanges. The Fund will not enter into such transactions for the purpose of leverage.
When-issued purchases and forward commitments enable the Fund to lock in what is believed by the Adviser to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. For instance, in periods of rising interest rates and falling prices, the Fund might sell securities it owns on a forward commitment basis to limit its exposure to falling prices.
In periods of falling interest rates and rising prices, the Fund might sell securities it owns and purchase the same or a similar security on a when-issued or forward commitment basis, thereby obtaining the benefit of currently higher yields. When-issued securities or forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date.
The value of securities purchased on a when-issued or forward commitment basis and any subsequent fluctuations in their value are reflected in the computation of the Fund's net asset value starting on the date of the agreement to purchase the securities, and the Fund is subject to the rights and risks of ownership of the securities on that date. The Fund does not earn interest on the securities it has committed to purchase until they are paid for and delivered on the settlement date. When the Fund makes a forward commitment to sell securities it owns, the proceeds to be received upon settlement are included in the Fund's assets. Fluctuations in the market value of the underlying securities are not reflected in the Fund's net asset value as long as the commitment to sell remains in effect. Settlement of when-issued purchases and forward commitment transactions generally takes place within two months after the date of the transaction, but the Fund may agree to a longer settlement period.
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. The Fund also may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. The Fund may realize a capital gain or loss in connection with these transactions, and its distributions from any net realized capital gains will be taxable to shareholders.
When a fund purchases securities on a when-issued or forward commitment basis, the fund or the Custodian will maintain cash or liquid securities having a value (determined daily) at least equal to the amount of the fund's purchase commitments. These procedures are designed to ensure that the Fund will maintain sufficient assets at all times to cover its obligations under when-issued purchases and forward commitments.
Loans of Portfolio Securities
Subject to its investment restrictions, the Fund may seek to increase its income by lending portfolio securities. Under present regulatory policies, such loans may be made to financial institutions, such as broker-dealers, and would be required to be secured continuously by collateral in cash, cash equivalents or U.S. government securities maintained on a current basis at an amount at least equal to the market value of the securities loaned. The rules of the New York Stock Exchange, Inc. give the Fund the right to call a loan and obtain the securities loaned at any time on five days' notice. For the duration of a loan, the fund would receive the equivalent of the interest or dividends paid by the issuer on the securities loaned and would also receive compensation from the investment of the collateral. A fund would not, however, have the right to vote any securities having voting rights during the existence of the loan, but a fund would call the loan in anticipation of an important vote to be taken among holders of the securities or of the giving or withholding of their consent on a material matter affecting the investment. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially. However, the loans would be made only to firms deemed by the Adviser to be of good standing, and when, in the judgment of the Adviser, the consideration which can be earned currently from securities loans of this type justifies the attendant risk.
At the present time the staff of the SEC does not object if an investment company pays reasonable negotiated fees to its custodian in connection with loaned securities as long as such fees are pursuant to a contract approved by the investment company's trustees.
Options on Securities and Securities Indices
Writing Covered Options. The Core Bond Fund may each write covered call and put options on any securities in which it may invest or on any securities index based on securities in which it may invest. The Fund may purchase and write such options on securities that are listed on national domestic securities exchanges or foreign securities exchanges or traded in the over-the-counter market. A call option written by the Fund obligates the fund to sell specified securities to the holder of the option at a specified price if the option is exercised at any time before the expiration date. All call options written by the Fund are covered, which means that the Fund will own the securities subject to the option so long as the option is outstanding or use the other methods described below. The purpose of the Fund in writing covered call options is to realize greater income than would be realized in portfolio securities transactions alone. However, in writing covered call options for additional income, the Fund may forego the opportunity to profit from an increase in the market price of the underlying security.
A put option written by the Fund obligates the Fund to purchase specified securities from the option holder at a specified price if the option is exercised at any time before the expiration date. The purpose of writing such options is to generate additional income. However, in return for the option premium, the Fund accepts the risk that it will be required to purchase the underlying securities at a price in excess of the securities' market value at the time of purchase.
All call and put options written by the Fund are covered. A written call
option or put option may be covered by (i) maintaining cash or liquid
securities, either of which may be quoted or denominated in any currency, in a
segregated account noted on the Fund's records or maintained by the Fund's
custodian with a value at least equal to the Fund's obligation under the option,
(ii) entering into an offsetting forward commitment and/or (iii) purchasing an
offsetting option or any other option which, by virtue of its exercise price or
otherwise, reduces the Fund's net exposure on its written option position.
The Fund may terminate its obligations under an exchange traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparts to such option. Such purchases are referred to as "closing purchase transactions."
The Fund may also write (sell) covered call and put options on any securities index composed of securities in which it may invest. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash settlement payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security.
The Fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index or by having an absolute and immediate right to acquire such securities without additional cash consideration (or for additional cash consideration held in a segregated account) upon conversion or exchange of other securities in its portfolio. The Fund may also cover call and put options on a securities index by using the other methods described above.
Purchasing Options. The Core Bond Fund may each purchase put and call options on any securities in which it may invest or on any securities index based on securities in which it may invest, and the Fund may enter into closing sale transactions in order to realize gains or minimize losses on options it had purchased.
The Fund would normally purchase call options in anticipation of an increase, or put options in anticipation of a decrease ("protective puts") in the market value of securities of the type in which it may invest. The purchase of a call option would entitle the Fund, in return for the premium paid, to purchase specified securities at a specified price during the option period. The Fund would ordinarily realize a gain on the purchase of a call option if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise the fund would realize either no gain or a loss on the purchase of the call option. The purchase of a put option would entitle the Fund, in exchange for the premium paid, to sell specified securities at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of the Fund's securities. Put options may also be purchased by the Fund for the purpose of affirmatively benefiting from a decline in the price of securities which it does not own. The Fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to cover the premium and transaction costs; otherwise the fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of put options may be offset by countervailing changes in the value of the underlying portfolio securities.
The Fund may purchase put and call options on securities indices for the same purposes as it may purchase options on securities. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security.
Transactions by the Fund in options on securities and securities indices will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which the Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions.
Risks Associated With Options Transactions. Although the Fund may use option transactions to seek to generate additional income and to seek to reduce the effect of any adverse price movement in the securities or currency subject to the option, they do involve certain risks that are different in some respects from investment risks associated with similar mutual funds which do not engage in such activities. These risks include the following: for writing call options, the inability to effect closing transactions at favorable prices and the inability to participate in the appreciation of the underlying securities above the exercise price; for writing put options, the inability to effect closing transactions at favorable prices and the obligation to purchase the specified securities or to make a cash settlement on the securities index at prices which may not reflect current market values; and for purchasing call and
put options, the possible loss of the entire premium paid. In addition, the effectiveness of hedging through the purchase or sale of securities index options, including options on the S&P 500(R) Index, will depend upon the extent to which price movements in the portion of the securities portfolio being hedged correlate with the price movements in the selected securities index. Perfect correlation may not be possible because the securities held or to be acquired by the Fund may not exactly match the composition of the securities index on which options are written. If the forecasts of the Adviser regarding movements in securities prices or interest rates are incorrect, the Fund's investment results may have been better without the hedge transactions.
There is no assurance that a liquid secondary market on a domestic or foreign options exchange will exist for any particular exchange-traded option or at any particular time. If the Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities or currencies.
Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) 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 on that exchange 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.
The Fund's ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. The Adviser will monitor the liquidity of over-the-counter options and, if it determines that such options are not readily marketable, the Fund's ability to enter such options will be subject to the Fund's limitation on investments on illiquid securities.
The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of options for hedging purposes depends in part on the Adviser's ability to predict future price fluctuations and the degree of correlation between the options and securities markets.
Futures Contracts and Options on Futures Contracts
To seek to increase total return or to hedge against changes in interest rates or securities prices, Core Bond Fund may purchase and sell various kinds of futures contracts, and purchase and write call and put options on any of such futures contracts. The Fund may also enter into closing purchase and sale transactions with respect to any of such contracts and options. The futures contracts may be based on various securities (such as U.S. government securities), securities indices, and any other financial instruments and indices. The Fund will engage in futures and related options transaction for bona fide
hedging purposes as described below or for purposes of seeking to increase total return, in each case, only to the extent permitted by regulations of the Commodity Futures Trading Commission ("CFTC"). All futures contracts entered into by the Fund are traded on U.S. exchanges or boards of trade that are licensed and regulated by the CFTC or on foreign exchanges.
Futures Contracts. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract).
When interest rates are rising or securities prices are falling, the Fund can seek to offset a decline in the value of its current portfolio securities through the sale of futures contracts. When interest rates are falling or securities prices are rising, the Fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases.
Positions taken in the futures markets are not normally held to maturity but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures contracts on securities will usually be liquidated in this manner, the Fund may instead make, or take, delivery of the underlying securities or currency whenever it appears economically advantageous to do so. A clearing corporation associated with the exchange on which futures on securities are traded guarantees that, if still open, the sale or purchase will be performed on the settlement date.
Hedging Strategies. Hedging, by use of futures contracts, seeks to establish with more certainty than would otherwise be possible the effective price or rate of return on portfolio securities or securities that the Fund proposes to acquire or the exchange rate of currencies in which portfolio securities are quoted or denominated. The Fund may, for example, take a "short" position in the futures market by selling futures contracts to seek to hedge against an anticipated rise in interest rates or a decline in market prices that would adversely affect the value of the Fund's portfolio securities. Such futures contracts may include contracts for the future delivery of securities held by the Fund or securities with characteristics similar to those of the Fund's portfolio securities. If, in the opinion of the Adviser, there is a sufficient degree of correlation between price trends for the Fund's portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, the Fund may also enter into such futures contracts as part of its hedging strategy. Although under some circumstances prices of securities in the Fund's portfolio may be more or less volatile than prices of such futures contracts, the Adviser will attempt to estimate the extent of this volatility difference based on historical patterns and compensate for any such differential by having the Fund enter into a greater or lesser number of futures contracts or by seeking to achieve only a partial hedge against price changes affecting the Fund's portfolio securities. When hedging of this character is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of the Fund's portfolio securities would be substantially offset by a decline in the value of the futures position.
On other occasions, the Fund may take a "long" position by purchasing futures contracts. This would be done, for example, when the Fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices then available in the applicable market to be less favorable than prices that are currently available.
Options on Futures Contracts. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation) for a specified price to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, the Fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of the Fund's assets. By writing a call option, the Fund becomes obligated, in exchange for the premium, (upon exercise of the option) to sell a futures contract if the option is exercised, which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium which may partially offset an increase in the price of securities that the Fund intends to purchase. However, the Fund becomes obligated (upon exercise of the option) to purchase a futures contract if the option is exercised, which may have a value lower than the exercise price. Thus, the loss incurred by the Fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The Fund will incur transaction costs in connection with the writing of options on futures.
The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option on the same financial instrument. There is no guarantee that such closing transactions can be affected. The Fund's ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market.
Other Considerations. The Fund will engage in futures and related options transactions for bona fide hedging and to seek to increase total return as permitted by the CFTC regulations which permit principals of an investment company registered under the Act to engage in such transactions without registering as commodity pool operators. The Fund will determine that the price fluctuations in the futures contracts and options on futures used for hedging purposes are substantially related to price fluctuations in securities held by the Fund or securities or instruments which it expects to purchase. Except as stated below, the Fund's futures transactions will be entered into for traditional hedging purposes -- i.e., futures contracts will be sold to protect against a decline in the price of securities that the Fund owns or futures contracts will be purchased to protect the Fund against an increase in the price of securities it intends to purchase. As evidence of this hedging intent, the Fund expects that on 75% or more of the occasions on which it takes a long futures or option position (involving the purchase of futures contracts), the Fund will have purchased, or will be in the process of purchasing, equivalent amounts of related securities in the cash market at the time when the futures or option position is closed out. However, in particular cases, when it is economically advantageous for the Fund to do so, a long futures position may be terminated or an option may expire without the corresponding purchase of securities or other assets.
The Fund will engage in transactions in currency forward contracts, futures contracts and options only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), for maintaining its qualification as a regulated investment company for federal income tax purposes. See "Dividends, Distribution and Tax Status."
Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in some cases, may require the applicable Fund to establish a segregated account consisting of cash or liquid securities in an amount equal to the underlying value of such contracts and options.
The use of futures contracts entails certain risks, including but not limited to the following: no assurance that futures contracts transactions can be offset at favorable prices; possible reduction of the Fund's income due to the use of hedging; possible reduction in value of both the securities hedged and the hedging instrument; possible lack of liquidity due to daily limits on price fluctuations; imperfect correlation between the contract and the securities being hedged; and potential losses in excess of the amount initially invested in the futures contracts themselves. If the expectations of the Adviser regarding movements in securities prices or interest rates are incorrect, the Fund may have experienced better investment results without hedging. The use of futures contracts and options on futures contracts requires special skills in addition to those needed to select portfolio securities.
While transactions in futures contracts and options on futures may reduce certain risks, such transactions themselves entail certain other risks. Thus, while the Fund may benefit from the use of futures and options on futures, unanticipated changes in interest rates or securities prices may result in a poorer overall performance for the Fund than if it had not entered into any futures contracts or options transactions. In the event of an imperfect correlation between a futures position and a portfolio position which is intended to be protected, the desired protection may not be obtained and the Fund may be exposed to risk of loss.
Perfect correlation between the Fund's futures positions and portfolio positions will be impossible to achieve. There are no futures contracts based upon individual securities, except certain U.S. government securities. Other futures contracts available to hedge the Fund's portfolio investments generally are limited to futures on various securities indices.
Forward Foreign Currency Transactions
The Fund may to the extent that it invests in foreign securities, enter into forward foreign currency exchange contracts in order to protect against uncertainty in the level of future foreign currency exchange rates. The Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward contracts to purchase or sell foreign currencies. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (usually less than one year) from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the spread) between the price at which they are buying and selling various currencies.
The Fund is permitted to enter into forward contracts under two circumstances. First, when the Fund enters into a contract for the purchase or sale of a security quoted or denominated in a foreign currency, it may desire to "lock in" the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed number of U.S. dollars, of the amount of foreign currency involved in the underlying security transactions, the Fund will be able to insulate itself from a possible loss resulting from a change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date on which the security is purchased or sold and the date on which payment is made or received.
Second, when the Adviser believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar, it may cause the Fund to enter a forward contract to sell, for a fixed U.S. dollar amount, the amount of foreign currency approximating the value of some or all of the Fund's portfolio securities quoted or denominated in such foreign currency. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures.
Although the Fund has no current intention to do so, it may engage in cross-hedging by using forward contracts in one currency to hedge against fluctuations in the value in securities denominated or quoted in a different currency if the Adviser determines that there is a pattern of correlation between the two currencies. Cross-hedging may also include entering into a forward transaction involving two foreign currencies, using one foreign currency as a proxy for the U.S. dollar to hedge against variations in the other U.S. foreign currency, if the Adviser determines that there is a pattern of correlation between the proxy currency and the U.S. dollar.
The Fund will not enter into forward contracts to sell currency or maintain a net exposure to such contracts if the consummation of such contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund's respective portfolio securities or other assets quoted or denominated in that currency. At the consummation of the forward contract, the Fund may either make delivery of the foreign currency or terminate its contractual obligation by purchasing an offsetting contract obligating it to purchase at the same maturity date, the same amount of such foreign currency. If the Fund chooses to make delivery of foreign currency, it may be required to obtain such delivery through the sale of portfolio securities quoted or denominated in such currency or through conversion of other assets of the Fund into such currency. If the Fund engages in an offsetting transaction, the Fund will realize a gain or a loss to the extent that there has been a change in forward contract prices. Closing purchase transactions with respect to forward contracts are usually effected with the currency trader who is party to the original forward contract.
The Fund's transactions in forward contracts will be limited to those described above. Of course, the Fund is not required to enter into such transactions with regard to its foreign currency quoted or denominated securities, and the Fund will not do so unless deemed appropriate by the Adviser.
When entering into a forward contract, the Fund will segregate either cash or liquid securities quoted or denominated in any currency in an amount equal to the value of the Fund's total assets committed to the consummation of forward currency exchange contracts which require the Fund to purchase a foreign currency. If the value of the segregated securities declines, additional cash or securities will be segregated by the Fund on a daily basis so that the value of the segregated securities will equal the amount of the Fund's commitments with respect to such contracts.
This method of protecting the value of the Fund's portfolio securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange which can be achieved at some future point in time. The precise projection of short-term currency market movements is not possible, and short-term hedging provides a means of fixing the U.S. dollar value of only a portion of the Fund's foreign assets. It also reduces any potential gain which may have otherwise occurred had the currency value increased above the settlement price of the contract.
While the Fund may enter into forward contracts to seek to reduce currency exchange rate risks, transactions in such contracts involve certain other risks. Thus, while the Fund may benefit from such transactions, unanticipated changes in currency prices may result in a poorer overall performance for the Fund than if it had not engaged in any such transactions. Moreover, there may be imperfect correlation between the Fund's portfolio holdings or securities quoted or denominated in a particular currency and forward contracts entered into by the Fund. Such imperfect correlation may cause the Fund to sustain losses, which will prevent the Fund from achieving a complete hedge, or expose the Fund to the risk of foreign exchange loss.
Forward contracts are subject to the risks that the counterparts to such contract will default on its obligations. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearing house, a default on the contract would deprive the Fund of unrealized profits, transaction costs or the benefits of a currency hedge or force the Fund to cover its purchase or sale commitments, if any, at the current market price.
The Fund's foreign currency transactions (including related options, futures and forward contracts) may be limited by the requirements of Subchapter M of the Code for qualification as a regulated investment company.
Mortgage-Backed Securities
The Core Bond Fund, may invest in mortgage pass-through certificates and multiple-class pass-through securities, such as real estate mortgage investment conduits ("REMIC") pass-through certificates and collateralized mortgage obligations ("CMOs").
Guaranteed Mortgage Pass-Through Securities. Guaranteed mortgage pass-through securities represent participation interests in pools of residential mortgage loans and are issued by U.S. governmental or private lenders and guaranteed by the U.S. government or one of its agencies or instrumentalities, including but not limited to the Ginnie Mae, Fannie Mae and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). Ginnie Mae certificates are guaranteed by the full faith and credit of the U.S. government for timely payment of principal and interest on the certificates. Fannie Mae and Freddie Mac certificates are not backed by the full faith and credit of the U.S. government. Fannie Mae certificates are guaranteed by Fannie Mae, a federally chartered and privately owned corporation, for full and timely payment of principal and interest on the certificates. Fannie Mae is authorized to borrow from the U.S. Treasury to meet its obligations. Freddie Mac certificates are guaranteed by Freddie Mac, a corporate instrumentality of the U.S. government, for timely payment of interest and the ultimate collection of all principal of the related mortgage loans.
Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations. CMOs and REMIC pass-through or participation certificates may be issued by, among others, U.S. government agencies and instrumentalities as well as private lenders. CMOs and REMIC certificates are issued in multiple classes and the principal of and interest on the mortgage assets may be allocated among the several classes of CMOs or REMIC certificates in various ways. Each class of CMOs or REMIC certificates, often referred to as a "tranche," is issued at a specific adjustable or fixed interest rate and must be fully retired no later than its final distribution date. Generally, interest is paid or accrues on all classes of CMOs or REMIC certificates on a monthly basis.
Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or Freddie Mac certificates but also may be collateralized by other mortgage assets such as whole loans or private mortgage pass-
through securities. Debt service on CMOs is provided from payments of principal and interest on collateral of mortgaged assets and any reinvestment income thereon.
A REMIC is a CMO that qualifies for special tax treatment under the Code and invests in certain mortgages primarily secured by interests in real property and other permitted investments. Investors may purchase "regular" and "residual" interest shares of beneficial interest in REMIC trusts although the Funds do not intend to invest in residual interests.
Privately Issued Mortgaged-Backed Securities. The Core Bond Fund, may invest in mortgage-backed securities issued by trusts or other entities formed or sponsored by private originators of and institutional investors in mortgage loans and other non-governmental entities (or representing custodial arrangements administered by such institutions). These private originators and institutions include savings and loan associations, mortgage bankers, commercial banks, insurance companies, investment banks and special purpose subsidiaries of the foregoing.
Privately issued mortgage-backed securities are generally backed by pools of conventional (i.e., non-government guaranteed or insured) mortgage loans. Since such mortgage-backed securities normally are not guaranteed by an entity having the credit standing of Ginnie Mae, Fannie Mae or Freddie Mac, in order to receive a high quality rating from the rating organizations (e.g., S&P's or Moody's), they often are structured with one or more types of "credit enhancement." Such credit enhancement falls into two categories: (1) liquidity protection and (2) protection against losses resulting after default by a borrower and liquidation of the collateral (e.g., sale of a house after foreclosure). Liquidity protection refers to the payment of cash advances to holders of mortgage-backed securities when a borrower on an underlying mortgage fails to make its monthly payment on time. Protection against losses resulting after default and liquidation is designed to cover losses resulting when, for example, the proceeds of a foreclosure sale are insufficient to cover the outstanding amount on the mortgage. Such protection may be provided through guarantees, insurance policies or letters of credit, through various means of structuring the securities or through a combination of such approaches.
Examples of credit enhancement arising out of the structure of the transaction include "senior-subordinated securities" (multiple class securities with one or more classes entitled to receive payment before other classes, with the result that defaults on the underlying mortgages are borne first by the holders of the subordinated class), creation of "spread accounts" or "reserve funds" (where cash or investments are held in reserve against future losses) and "over-collateralization" (where the scheduled payments on the underlying mortgages in a pool exceed the amount required to be paid on the mortgage-backed securities). The degree of credit enhancement for a particular issue of mortgage-backed securities is based on the level of credit risk associated with the particular mortgages in the related pool. Losses on a pool in excess of anticipated levels could nevertheless result in losses to security holders since credit enhancement rarely covers every dollar owed on a pool.
Risk Factors Associated With Mortgage-Backed Securities. Investing in Mortgage-Backed Securities (such as those described above) involves certain risks, including the failure of a counter-party to meet its commitments, adverse interest rate changes and the effects of prepayments on mortgage cash flows. Further, the yield characteristics of Mortgage-Backed Securities differ from those of traditional fixed income securities. The major differences typically include more frequent interest and principal payments (usually monthly), the adjustability of interest rates, and the possibility that prepayments of principal may be made substantially earlier than their final distribution dates.
Prepayment rates are influenced by changes in current interest rates and a variety of economic, geographic, social and other factors and cannot be predicted with certainty. Both adjustable rate mortgage loans and fixed rate mortgage loans may be subject to a greater rate of principal prepayments in a declining interest rate environment and to a lesser rate of principal prepayments in an increasing interest rate environment. Under certain interest rate and prepayment rate scenarios, the Fund may fail to recoup fully its investment in Mortgage-Backed Securities notwithstanding any direct or indirect governmental or agency guarantee. When the Fund reinvests amounts representing payments and unscheduled prepayments of principal, it may receive a rate of interest that is lower than the rate on existing adjustable rate mortgage pass-through securities. Thus, Mortgage-Backed Securities, and adjustable rate mortgage pass-through securities in particular, may be less effective than other types of U.S. government securities as a means of "locking in" interest rates.
Conversely, in a rising interest rate environment, a declining prepayment rate will extend the average life of many Mortgage-Backed Securities. This possibility is often referred to as extension risk. Extending the average life of a Mortgage-Backed Security increases the risk of depreciation due to future increases in market interest rates. The market for certain types of Mortgage-Backed Securities (i.e., certain CMOs) may not be liquid under all interest rate scenarios, which may prevent the Fund from selling such securities held in its portfolio at times or prices that it desires.
Risks Associated With Specific Types of Derivative Debt Securities. Different types of derivative debt securities are subject to different combinations of prepayment, extension and/or interest rate risk. Conventional mortgage pass-through securities and sequential pay CMOs are subject to all of these risks, but are typically not leveraged. Thus, the magnitude of exposure may be less than for more leveraged Mortgage-Backed Securities.
Planned amortization class ("PAC") and target amortization class ("TAC") CMO bonds involve less exposure to prepayment, extension and interest rate risk than other Mortgage-Backed Securities, provided that prepayment rates remain within expected prepayment ranges or "collars." To the extent that prepayment rates remain within these prepayment ranges, the residual or support tranches of PAC and TAC CMOs assume the extra prepayment extension and interest rate risk associated with the underlying mortgage assets.
The Core Bond Fund may invest in floating rate securities based on the Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate securities, floating rate securities that are subject to a maximum interest rate ("capped floaters"), and Mortgage-Backed Securities purchased at a discount. The primary risks associated with these derivative debt securities are the potential extension of average life and/or depreciation due to rising interest rates.
Mortgage Dollar Roll Transactions
The Core Bond Fund may enter into mortgage dollar roll transactions in which the Fund sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity), but not identical securities on a specified future date.
During the roll period, the Core Bond Fund will not receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase (often referred to as the "drop") or fee income plus the interest on the cash proceeds of the securities sold until the settlement
date of the forward purchase. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of the Core Bond Fund compared with what such performance would have been without the use of mortgage dollar rolls. The Core Bond Fund will hold and maintain until the settlement date cash or liquid, high-grade debt securities in an amount equal to the forward purchase price. Any benefits derived from the use of mortgage dollar rolls may depend upon mortgage prepayment assumptions, which will be affected by changes in interest rates. There is no assurance that mortgage dollar rolls can be successfully employed.
Asset-Backed Securities
The Core Bond Fund, may invest in asset-backed securities, which represent participations in, or are secured by and payable from, pools of assets such as motor vehicle installment sale contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (credit card) agreements and other categories of receivables. Asset-backed securities may also be collateralized by a portfolio of U.S. government securities, but are not direct obligations of the U.S. government, its agencies or instrumentalities. Such asset pools are securitized through the use of privately-formed trusts or special purpose corporations. Payments or distributions of principal and interest on asset-backed securities may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation, or other credit enhancements may be present; however privately issued obligations collateralized by a portfolio of privately issued asset-backed securities do not involve any government-related guarantee or insurance. In addition to risks similar to those associated with Mortgage-Backed Securities, asset-backed securities present further risks that are not presented by Mortgage-Backed Securities because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. See "Risk Factors Associated with Mortgage-Backed Securities."
Convertible Securities and Preferred Stocks
To the extent not inconsistent with their investment policies and restrictions, the Fund may invest in debt securities or preferred stocks that are convertible into or exchangeable for common stock. Preferred stocks are securities that represent an ownership interest in a company and provide their owner with claims on the company's earnings and assets prior to the claims of owners of common stock but after those of bond owners. Preferred stocks in which the Fund may invest include sinking fund, convertible, perpetual fixed and adjustable rate (including auction rate) preferred stocks. There is no minimum credit rating applicable to the Fund's investment in preferred stocks and securities convertible into or exchangeable for common stocks.
Municipal Obligations
The Core Bond Fund may invest in municipal obligations. Municipal obligations are issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies and instrumentalities to obtain funds for various public purposes. The interest on most of these obligations is generally exempt from regular Federal income tax in the hands of most individual investors, although it may be subject to the individual and corporate alternative minimum tax. The two principal classifications of municipal obligations are "notes" and "bonds."
Municipal notes are generally used to provide for short-term capital needs and generally have maturities of one year or less. Municipal notes include tax anticipation notes, revenue anticipation notes, bond anticipation notes, and construction loan notes. Tax anticipation notes are sold to finance working capital needs of municipalities. They are generally payable from specific tax revenues expected to be received at a future date. Revenue anticipation notes are issued in expectation of receipt of other types of revenue such as federal revenues available under the Federal Revenue Sharing Program. Tax anticipation notes and revenue anticipation notes are generally issued in anticipation of various seasonal revenues such as income, sales, use, and business taxes. Bond anticipation notes are sold to provide interim financing. These notes are generally issued in anticipation of long-term financing in the market. In most cases, these monies provide for the repayment of the notes. Construction loan notes are sold to provide construction financing. After the projects are successfully completed and accepted, many projects receive permanent financing through the Federal Housing Administration under "Fannie Mae" (the Federal National Mortgage Association) or "Ginnie Mae" (the Government National Mortgage Association). There are, of course, a number of other types of notes issued for different purposes and secured differently from those described above.
Municipal bonds, which meet longer term capital needs and generally have maturities of more than one year when issued, have two principal classifications, "general obligation" bonds and "revenue" bonds. Issuers of general obligation bonds include states, counties, cities, towns and regional districts. The proceeds of these obligations are used to fund a wide range of public projects including the construction or improvement of schools, highways and roads, water and sewer systems and a variety of other public purposes. The basic security of general obligation bonds is the issuer's pledge of its faith, credit, and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to rate or amount or special assessments.
The principal security for a revenue bond is generally the net revenues
derived from a particular facility or group of facilities or, in some cases,
from the proceeds of a special excise or other specific revenue source. Revenue
bonds have been issued to fund a wide variety of capital projects including:
electric, gas, water and sewer systems; highways, bridges and tunnels; port and
airport facilities; colleges and universities; and hospitals. Revenue
obligations are not backed by the credit and taxing authority of the issuer, but
are payable solely from the revenues derived from a particular facility or class
of facilities or, in some cases, from the proceeds of a special excise tax or
other specific revenue source. In addition, revenue obligations may be backed by
a letter of credit, guarantee or insurance. Revenue obligations include private
activity bonds, resource recovery bonds, certificates of participation and
certain municipal notes. Although the principal security behind these bonds
varies widely, many provide additional security in the form of a debt service
reserve fund whose monies may also be used to make principal and interest
payments on the issuer's obligations. Housing finance authorities have a wide
range of security including partially or fully insured, rent subsidized and/or
collateralized mortgages, and/or the net revenues from housing or other public
projects. In addition to a debt service reserve fund, some authorities provide
further security in the form of a state's ability (without obligation) to make
up deficiencies in the debt service reserve fund. Lease rental revenue bonds
issued by a state or local authority for capital projects are secured by annual
lease rental payments from the state or locality to the authority sufficient to
cover debt service on the authority's obligations.
Industrial development bonds (now a subset of a class of bonds known as "private activity bonds"), although nominally issued by municipal authorities, are generally not secured by the taxing power of the municipality but are secured by the revenues of the authority derived from payments by the industrial user.
There is, in addition, a variety of hybrid and special types of municipal obligations as well as numerous differences in the security of municipal obligations both within and between the two principal classifications above.
An entire issue of municipal obligations may be purchased by one or a small number of institutional investors such as one of the Fund. Thus, the issue may not be said to be publicly offered. Unlike securities which must be registered under the Securities Act of 1933, as amended (the "1933 Act"), prior to offer and sale unless an exemption from such registration is available, municipal obligations which are not publicly offered may nevertheless be readily marketable. A secondary market exists for municipal obligations which were not publicly offered initially.
The Adviser determines whether a municipal obligation is readily marketable based on whether it may be sold in a reasonable time consistent with the customs of the municipal markets (usually seven days) at a price (or interest rate), which accurately reflects its value. In addition, stand-by commitments and demand obligations also enhance marketability.
For the purpose of the Fund's investment restrictions, the identification of the "issuer" of municipal obligations which are not general obligation bonds is made by the Adviser on the basis of the characteristics of the obligation as described above, the most significant of which is the source of funds for the payment of principal of and interest on such obligations.
Yields on municipal obligations depend on a variety of factors, including money market conditions, municipal bond market conditions, the size of a particular offering, the maturity of the obligation and the quality of the issue. High grade municipal obligations tend to have a lower yield than lower rated obligations. Municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations or municipalities to levy taxes. There is also the possibility that as a result of litigation or other conditions the power or ability of any one or more issuers to pay when due principal of and interest on its or their municipal obligations may be materially affected.
There could be economic, business or political developments, which might affect all municipal obligations of a similar type. However, the Adviser believes that the most important consideration affecting risk is the quality of particular issues of municipal obligations rather than factors affecting all, or broad classes of, municipal obligations.
The Fund may invest in variable, floating rate and other municipal securities on which the interest may fluctuate based on changes in market rates. The interest rates payable on variable rate securities are adjusted at designated intervals (e.g., daily, monthly, semi-annually) and the interest rates payable on floating rate securities are adjusted whenever there is a change in the market rate of interest on which the interest payable is based. The interest rate on variable and floating rate securities is ordinarily determined by reference to or is a percentage of a bank's prime rate, the 90-day U.S. Treasury bill rate, the rate of return on commercial paper or bank certificates of deposit, an index of short-term interest rates, or some other objective measure. The value of floating and variable rate securities generally is more stable than that of fixed rate securities in response to changes in interest rate levels. The Fund may consider the maturity of a variable or floating rate municipal security to be shorter than its ultimate maturity if that Fund has the right to demand prepayment of its principal at specified intervals prior to the security's ultimate maturity.
Municipal Leases. The Fund may invest in municipal leases and certificates of participation in municipal leases. A municipal lease is an obligation in the form of a lease or installment purchase which is issued by a state or local government to acquire equipment and facilities. Certificates of participation represent undivided interests in municipal leases, installment purchase agreements or other instruments. The certificates are typically issued by a trust or other entity, which has received an assignment of the payments to be made by the state or political subdivision under such leases or installment purchase agreements. The primary risk associated with municipal lease obligations and certificates of participation is that the governmental lessee will fail to appropriate funds to enable it to meet its payment obligations under the lease. Although the obligations may be secured by the leased equipment or facilities, the disposition of the property in the event of non-appropriation or foreclosure might prove difficult, time consuming and costly, and may result in a delay in recovering, or the failure to fully recover, the Fund's original investment. To the extent that the Fund invests in unrated municipal leases or participates in such leases, the Adviser will monitor on an ongoing basis the credit quality rating and risk of cancellation of such unrated leases. Certain municipal lease obligations and certificates of participation may be deemed illiquid for the purposes of the limitation on investments in illiquid securities.
Pre-Funded Municipal Securities. The Fund may invest in pre-refunded municipal securities. The principal of and interest on pre-refunded municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund consisting of U.S. government securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer. Pre-refunded municipal securities are usually purchased at a price, which represents a premium over their face value.
Zero Coupon and Capital Appreciation Bonds
The Fund may invest in zero coupon and capital appreciation bonds. Zero coupon and capital appreciation bonds are debt securities issued or sold at a discount from their face value that do not entitle the holder to any payment of interest prior to maturity or a specified redemption date (or cash payment date). The amount of the discount varies depending on the time remaining until maturity or cash payment date, prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer. These securities also may take the form of debt securities that have been stripped of their unmatured interest coupons, the coupons themselves or receipts or certificates representing interests in such stripped debt obligations or coupons. A portion of the discount with respect to stripped tax-exempt securities or their coupons may be taxable. The market prices of zero coupon 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.
Real Estate Investment Trusts
The Fund may invest in shares of real estate investment trusts ("REITs"). REITs are pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Like investment companies such as the Fund, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Code. The Fund will indirectly bear their proportionate share of any expenses paid by such REITs in addition to the expenses paid by the Fund.
Investing in REITs involves certain risks: equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to the risks of financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation, and the possibilities of failing to qualify for the exemption from tax for distributed income under the Code and failing to maintain their exemptions from the 1940 Act. REITs whose underlying assets include long-term health care properties, such as nursing, retirement and assisted living homes, may be impacted by federal regulations concerning the health care industry.
Investing in REITs may involve risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, small capitalization stocks, such as REITs, have been more volatile in price than the larger capitalization stocks included in the S&P 500.
U.S. Government Securities
U.S. government securities are either (i) backed by the full faith and credit of the U.S. government (e.g., U.S. Treasury bills), (ii) guaranteed by the U.S. Treasury (e.g., Ginnie Mae mortgage-backed securities), (iii) supported by the issuing agency's or instrumentality's right to borrow from the U.S. Treasury (e.g., Fannie Mae discount notes) or (iv) supported only by the issuing agency's or instrumentality's own credit (e.g. securities of each of the Federal Home Loan Banks). Such guarantees of U.S. government securities held by the Fund do not, however, guarantee the market value of the shares of the Fund. There is no guarantee that the U.S. government will continue to provide support to its agencies or instrumentalities in the future.
U.S. government securities may include inflation-indexed fixed income securities, such as U.S. Treasury Inflation Protected Securities (TIPS). The interest rate of TIPS, which is set at auction, remains fixed throughout the term of the security and the principal amount of the security is adjusted for inflation. The inflation-adjusted principal is not paid until maturity.
Restricted and Illiquid Securities
The Fund may purchase securities that are not registered or offered in an exempt non-public offering ("Restricted Securities") under the 1933 Act, including securities eligible for resale to "qualified institutional buyers" pursuant to Rule 144A under the 1933 Act. However, the Fund will not invest more than 15% of its net assets in illiquid investments, which include repurchase agreements maturing in more than seven days, interest rate, currency and mortgage swaps, interest rate caps, floors and collars, certain SMBS, municipal leases, certain over-the-counter options, securities that are not readily marketable and Restricted Securities, unless the Board determines, based upon a continuing review of the trading markets for the specific Restricted Securities, that such Restricted Securities are liquid.
Certain commercial paper issued in reliance on Section 4(2) of the 1933 Act is treated like Rule 144A Securities. The Board has adopted guidelines and delegated to the Adviser the daily function of determining and monitoring the liquidity of the Fund's portfolio securities. The Board, however, retains sufficient oversight and are ultimately responsible for the determinations. Since it is not possible to predict with assurance exactly how the market for Restricted Securities sold and offered under Rule 144A or Section 4(2) will develop, the Board will carefully monitor the Fund's investments in these securities, focusing on such important factors, among others, as valuation, liquidity and availability of information. This investment practice could have the effect of increasing the level of liquidity in the Fund to the extent that qualified institutional buyers become for a time uninterested in purchasing these Restricted Securities.
The purchase price and subsequent valuation of Restricted Securities normally reflect a discount from the price at which such securities trade when they are not restricted, since the restriction makes them less liquid. The amount of the discount from the prevailing market price is expected to vary depending upon the type of security, the character of the issuer, the party who will bear the expenses of registering the Restricted Securities and prevailing supply and demand conditions.
Other Investment Companies
The Fund may invest up to 10% of its total assets in the securities of other investment companies not affiliated with WPG, but not invest more than 5% of its total assets in the securities of any one investment company or acquire more than 3% of the voting securities of any other investment company. For example, the Core Bond Fund may invest in Standard & Poor's Depositary Receipts (commonly referred to as "Spiders"), which are exchange-traded shares of a closed-end investment company that are designed to replicate the price performance and dividend yield of the Standard & Poor's 500(R) Composite Stock Price Index. The Fund will indirectly bear its proportionate share of any management fees and other expenses paid by investment companies in which it invests in addition to the advisory and administration fees paid by the Fund.
Market Changes
The market value of the Fund's investments, and thus the Fund's net asset value, will change in response to market conditions affecting the value of its portfolio securities. When interest rates decline, the value of fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of fixed rate obligations can be expected to decline. In contrast, as interest rates on adjustable rate loans are reset periodically, yields on investments in such loans will gradually align themselves to reflect
changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
Portfolio Turnover
There are no limitations on the length of time that securities must be held by the Fund and the Fund's annual portfolio turnover rate may vary significantly from year to year. A high rate of portfolio turnover (100% or more) involves correspondingly greater transaction costs, which must be borne by the applicable Fund and its shareholders. The actual portfolio turnover rate for the Predecessor Fund is noted in the Prospectus.
In determining such portfolio turnover, U.S. government securities and all other securities (including options) which have maturities at the time of acquisition of one year or less ("short-term securities") are excluded. The annual portfolio turnover rate is calculated by dividing the lesser of the cost of purchases or proceeds from sales of portfolio securities for the year by the monthly average of the value of the portfolio securities owned by the Fund during the year. The monthly average is calculated by totaling the values of the portfolio securities as of the beginning and end of the first month of the year and as of the end of the succeeding 11 months and dividing the sum by 13. A turnover rate of 100% would occur if all of the Fund's portfolio securities (other than short-term securities) were replaced once in a period of one year. It should be noted that if the Fund were to write a substantial number of options, which are exercised, the portfolio turnover rate of that Fund would increase. Increased portfolio turnover results in increased brokerage costs, which the Fund must pay, and the possibility of more short-term gains, distributions of which are taxable as ordinary income.
The Fund will trade its portfolio securities without regard to the length of time for which they have been held. To the extent that the Fund's portfolio is traded for short-term market considerations and portfolio turnover rate exceeds 100%, the annual portfolio turnover rate of the Fund could be higher than most mutual funds.
Special Situation Companies
The Fund may invest in "Special Situations." The term "Special Situation" shall be deemed to refer to a security of a company in which an unusual and possibly non-repetitive development is taking place which, in the opinion of the investment adviser of the Fund, may cause the security to attain a higher market value independently, to a degree, of the trend in the securities market in general. The particular development (actual or prospective), which may qualify a security as a "Special Situation," may be one of many different types.
Such developments may include, among others, a technological improvement or important discovery or acquisition which, if the expectation for it materialized, would effect a substantial change in the company's business; a reorganization; a recapitalization or other development involving a security exchange or conversion; a merger, liquidation or distribution of cash, securities or other assets; a breakup or workout of a holding company; litigation which, if resolved favorably, would improve the value of the company's stock; a new or changed management; or material changes in management policies. A "Special Situation" may often involve a comparatively small company, which is not well known, and which has not been closely watched by investors generally, but it may also involve a large company. The fact, if it exists, that an increase in the company's earnings, dividends or business is expected, or that a given security is considered to be undervalued, would not in itself be sufficient to qualify as a "Special Situation." The Fund may invest in securities (even if not "Special Situations")
which, in the opinion of the investment adviser of the Fund, are appropriate investments for the Fund, including securities which the investment adviser of the Fund believes are undervalued by the market. The Fund shall not be required to invest any minimum percentage of its aggregate portfolio in "Special Situations," nor shall it be required to invest any minimum percentage of its aggregate portfolio in securities other than "Special Situations."
INVESTMENT LIMITATIONS
The Fund has adopted the following investment restrictions, which may not be changed without approval of the holders of a majority of the outstanding voting securities of the Fund. As defined in the 1940 Act and as used in the Prospectus and this SAI, "a majority of the outstanding voting securities" of the Fund, means the lesser of (1) 67% of the shares of the Fund present at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy, or (2) more than 50% of the outstanding shares of the Fund. So long as these fundamental restrictions are in effect, the Fund may not:
1. With respect to 75% of its total assets, purchase securities of an issuer (other than U.S. government securities or repurchase agreements collateralized by U.S. government securities and shares of other investment companies), if:
(a) such purchase would cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer; or
(b) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund; provided, however, that each Fund may invest all or part of its investable assets in an open-end investment company with substantially the same investment objective, policies and restrictions as such Fund.
2. Purchase or sell real estate (other than securities secured by real estate or interests therein, or issued by entities which invest in real estate or interests therein), but it may lease office space for its own use and invest up to 15% of its assets in publicly held real estate investment trusts.
3. Borrow amounts in excess of 33% of its total assets (including the amount borrowed) and then only as a temporary measure for extraordinary or emergency purposes. This restriction shall not apply to reverse repurchase agreements entered into in accordance with the Fund's investment policies.
4. Make loans, except that this restriction shall not prohibit the purchase of or investment in bank certificates of deposit or bankers acceptances, the purchase and holding of all or a portion of an issue of publicly distributed debt securities, the lending of portfolio securities and the entry into repurchase agreements.
5. Engage in the business of underwriting securities of others, except to the extent that the Fund may be deemed to be an underwriter under the 1933 Act, when it purchases or sells portfolio securities in accordance with its investment objectives and policies; provided, however, that the Fund may invest all or part of its investable assets in an open-end investment company with substantially the same investment objective, policies and restrictions as the Fund.
6. Purchase securities, excluding U.S. government securities, of one or more issuers conducting their principal business activity in the same industry, if immediately after such purchase the
value of its investments in such industry would exceed 25% or more of its total assets; provided, however, that the Fund may invest all or part of its investable assets in an open-end investment company with substantially the same investment objective, policies and restrictions as the Fund.
7. Issue senior securities, except as permitted under the 1940 Act and except that the Fund may issue shares of beneficial interest in multiple classes or series.
8. Invest in commodities or in commodities contracts, except that the Fund may purchase and sell financial futures contracts on securities, indices and currencies and options on such futures contracts, and the Fund may purchase securities on a forward commitment or when-issued basis.
The Fund may, notwithstanding any other fundamental or non-fundamental investment restriction or policy, invest all of its assets in the securities of a single open-end investment company with substantially the same investment objectives, restrictions and policies as that Fund.
For purposes of the above fundamental investment restrictions regarding industry concentration, the Adviser generally classifies issuers by industry in accordance with classifications established by nationally recognized third-party statistical information services, such as S&P. In the absence of such classification or if the Adviser determines in good faith based on its own information that the economic characteristics affecting a particular issuer make it more appropriately considered to be engaged in a different industry, the Adviser may classify an issuer according to its own sources.
In addition to the fundamental policies mentioned above, the Board has adopted the following non-fundamental policies which may be changed or amended by action of the Board without approval of shareholders. So long as these non-fundamental restrictions are in effect, the Fund may not:
(a) Invest in the securities of an issuer for the purpose of exercising control or management, but it may do so where it is deemed advisable to protect or enhance the value of an existing investment.
(b) Purchase securities of any other investment company except as permitted by the 1940 Act.
(c) Purchase securities on margin, except any short-term credits, which may be necessary for the clearance of transactions and the initial, or maintenance margin in connection with options and futures contracts and related options.
(d) Invest more than 15% of its net assets in securities which are illiquid.
(e) Purchase additional securities if the Fund's borrowings exceed 5% of its net assets.
Except with respect to the Fund's fundamental investment restriction regarding borrowings, any investment limitation of the Fund that is expressed as a percentage is determined at the time of investment by the Fund. An increase or decrease in the Fund's net asset value or a company's market capitalization subsequent to the Fund's initial investment will not affect the Fund's compliance with the percentage limitation or the company's status as small, medium or large cap. From time to time, the Adviser may include as small, medium or large cap certain companies having market capitalizations outside the definitions described in the Prospectus. Under the 1940 Act, the Fund will be required to maintain continuous asset coverage of at least 300% for borrowings from a bank. In the event that such asset coverage is below 300%, the Fund will be required to reduce the amount of its borrowings to
obtain 300% asset coverage, within three days (not including Sundays and holidays) or such longer period as the rules and regulations of the SEC prescribe. In addition, under the 1940 Act, the Fund may not invest more than 5% of its assets in the securities of any issuer that derives more than 15% of its gross revenue from a securities-related business, unless an exemption is available under the 1940 Act or the rules thereunder.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Company has adopted, on behalf of the Fund, a policy relating to the disclosure of the Fund's portfolio securities. The policies relating to the disclosure of the Fund's portfolio securities are designed to allow disclosure of portfolio holdings information where necessary to the Fund's operation without compromising the integrity or performance of the Fund. It is the policy of the Company that disclosure of the Fund's portfolio holdings to a select person or persons prior to the release of such holdings to the public ("selective disclosure") is prohibited, unless there are legitimate business purposes for selective disclosure.
The Company discloses portfolio holdings information as required in regulatory filings and shareholder reports, discloses portfolio holdings information as required by federal and state securities laws and may disclose portfolio holdings information in response to requests by governmental authorities. As required by the federal securities laws, including the 1940 Act, the Company will disclose its portfolio holdings in its applicable regulatory filings, including shareholder reports, reports on Form N-CSR and Form N-Q or such other filings, reports or disclosure documents as the applicable regulatory authorities may require.
The Adviser currently makes the Fund's complete portfolio holdings publicly available on its web site, www.robecoinvest.com as disclosed in the following table:
Information Posting Frequency of Disclosure Date of Web Posting
--------------------------- ----------------------- --------------------------
Complete Portfolio Holdings Semi-Annual 60 calendar days following
the completion of each
fiscal semi-annual period
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The Adviser or its affiliates may include the Fund's portfolio information that has already been made public through a Web posting or SEC filing in marketing literature and other communications to shareholders, advisors or other parties, provided that, in the case of information made public through the Web, the information is disclosed no earlier than the day after the date of posting to the Web site.
The Company may distribute or authorize the distribution of information about the Fund's portfolio holdings that is not publicly available to its third-party service providers of the Company, which include Mellon Bank N.A., the Fund's custodian; PFPC Inc., the Fund's administrator, accounting agent and transfer agent; PricewaterhouseCoopers LLP, the Fund's independent registered public accounting firm; Drinker Biddle & Reath LLP, legal counsel; and GCom2Solutions, Inc., the Fund's printer. These service providers are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Fund. Such holdings are released on conditions of confidentiality, which include appropriate trading prohibitions. "Conditions of confidentiality" include confidentiality terms included in written agreements, implied by the nature of the relationship (e.g. attorney-client relationship), or required by fiduciary or regulatory principles (e.g., custody services provided by
financial institutions). Portfolio holdings may also be provided earlier to shareholders and their agents who receive redemptions in kind that reflect a pro rata allocation of all securities held in the portfolio.
The Company may disclose portfolio holdings to certain independent reporting agencies. The disclosure of portfolio holdings in this context is conditioned on the recipient agreeing to treat such portfolio holdings as confidential (provided that reporting agencies may publish portfolio positions upon the consent of the Fund), and to not allow the portfolio holdings to be used by it or its employees in connection with the purchase or sale of shares of the relevant Fund. The Company currently discloses the Fund's portfolio holdings information to Bloomberg LP, Morningstar, McGraw-Hill Companies Standard & Poor's, and Thompson Financial Services on a monthly basis, 45 days after the date of the information; and to Lipper Inc. on a monthly basis, the next business day after the date of the information. An officer of the Adviser (designated by the Adviser) must authorize the selective disclosure of the Fund's portfolio holdings to each rating agency.
Any violations of the policy set forth above as well as any corrective action undertaken to address such violations must be reported by the Adviser, director, officer or third party service provider to the Company's Chief Compliance Officer, who will determine whether the violation should be reported immediately to the Board of Directors of the Company or at their next quarterly board meeting.
MANAGEMENT OF THE COMPANY
The business and affairs of the Company are managed under the direction of the Company's Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their dates of birth, business addresses and principal occupations during the past five years are set forth below.
Number of
Portfolios in
Fund Other
Position(s) Term of Office Complex Directorships
Name, Address, and Date of Held with and Length of Principal Occupation(s) Overseen by Held by
Birth Fund Time Served/1/ During Past 5 Years Director * Director
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DISINTERESTED DIRECTORS
-----------------------------------------------------------------------------------------------------------------------------------
Julian A. Brodsky Director 1988 to present Since 1969, Director and Vice Chairman, 17 Director,
Comcast Corporation Comcast Corporation (cable television and Comcast
1500 Market Street, communications); Director, NDS Group PLC Corporation
35th Floor (provider of systems and applications for
Philadelphia, PA 19102 digital pay TV).
DOB: 7/16/33
-----------------------------------------------------------------------------------------------------------------------------------
Francis J. McKay Director 1988 to present Since 2000, Vice President, Fox Chase 17 None
Fox Chase Cancer Center Cancer Center (biomedical research and
333 Cottman Avenue medical care); prior to 2000, Executive
Philadelphia, PA 19111 Vice President, Fox Chase Cancer Center.
DOB: 12/06/35
-----------------------------------------------------------------------------------------------------------------------------------
Arnold M. Reichman Director 1991 to present Since December 2000, Director, Gabelli 17 None
106 Pierrepont Street Group Capital Partners, L.P. (an
Brooklyn, NY 11201 investment partnership); Chief Operating
DOB: 5/21/48 Officer and member of the Board of
Directors of Outercurve Technologies
(wireless enabling services) until April
2001; Chief Operating Officer and member
of the Executive Operating Committee of
Warburg Pincus Asset Management, Inc.;
Executive Officer and Director of Credit
Suisse Asset Management Securities, Inc.
(formerly Counsellors 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.
-----------------------------------------------------------------------------------------------------------------------------------
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Number of
Portfolios in
Fund Other
Position(s) Term of Office Complex Directorships
Name, Address, and Date of Held with and Length of Principal Occupation(s) Overseen by Held by
Birth Fund Time Served/1/ During Past 5 Years Director * Director
-----------------------------------------------------------------------------------------------------------------------------------
Marvin E. Sternberg Director 1991 to present Since 1974, Chairman, Director and 17 Director,
Moyco Technologies, Inc. President, Moyco Technologies, Inc. Moyco
200 Commerce Drive (manufacturer of precision coated and Technologies,
Montgomeryville, PA 18936 industrial abrasives). Since 1999, Inc.
DOB: 3/24/34 Director, Pennsylvania Business Bank.
-----------------------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTORS2
-----------------------------------------------------------------------------------------------------------------------------------
Robert Sablowsky Director 1991 to present Since July 2002, Senior Vice President and 17 None
Oppenheimer & Company, Inc. prior thereto, Executive Vice President of
200 Park Avenue Oppenheimer & Co., Inc., formerly
New York, NY 10166 Fahnestock & Co., Inc. (a registered
DOB: 4/16/38 broker-dealer).
-----------------------------------------------------------------------------------------------------------------------------------
J. Richard Carnall Director 2002 to present Director of PFPC Inc. from January 1987 to 17 None
400 Bellevue Parkway April 2002, Chairman and Chief Executive
Wilmington, DE 19809 Officer of PFPC Inc. until April 2002,
DOB: 9/25/38 Executive Vice President of PNC Bank,
National Association from October 1981 to
April 2002, Director of PFPC International
Ltd. (financial services) from August 1993
to April 2002, Director of PFPC
International (Cayman) Ltd. (financial
services) from September 1996 to April
2002; Governor of the Investment Company
Institute (investment company industry
trade organization) from July 1996 to
January 2002; Director of PNC Asset
Management, Inc. (investment advisory)
from September 1994 to March 1998; Director
of PNC National Bank from October 1995 to
November 1997; Director of Haydon Bolts,
Inc. (bolt manufacturer) and Parkway Real
Estate Company (subsidiary of Haydon Bolts,
Inc.) since 1984; and Director of
Cornerstone Bank since March 2004.
-----------------------------------------------------------------------------------------------------------------------------------
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Number of
Portfolios in
Fund Other
Position(s) Term of Office Complex Directorships
Name, Address, and Date of Held with and Length of Principal Occupation(s) Overseen by Held by
Birth Fund Time Served/1/ During Past 5 Years Director * Director
-----------------------------------------------------------------------------------------------------------------------------------
OFFICER(S) WHO ARE NOT DIRECTORS
-----------------------------------------------------------------------------------------------------------------------------------
Edward J. Roach President 1991 to present Certified Public Accountant; Vice Chairman N/A N/A
400 Bellevue Parkway and and of the Board, Fox Chase Cancer Center;
4th Floor Treasurer 1988 to present Trustee Emeritus, Pennsylvania School for
Wilmington, DE 19809 the Deaf; Trustee Emeritus, Immaculata
DOB: 6/29/24 University; President or Vice President
and Treasurer of various investment
companies advised by subsidiaries of PNC
Bank Corp. from 1981 to 1997; Managing
General Partner, President since 2002,
Treasurer since 1981 and Chief Compliance
Officer since September 2004 of Chestnut
Street Exchange Fund; Director of the
Bradford Funds, Inc. from 1996 to 2000.
-----------------------------------------------------------------------------------------------------------------------------------
Tina M. Payne Secretary 2005 to present Since 2003, Vice President and Associate N/A N/A
301 Bellevue Parkway Counsel, PFPC Inc. (financial services
2nd Floor company); Associate, Stradley, Ronon,
Wilmington, DE 19809 Stevens & Young, LLC (law firm) from 2001
DOB: 5/19/74 to 2003.
-----------------------------------------------------------------------------------------------------------------------------------
Salvatore Faia, Esquire, CPA Chief 2004 to present Senior Legal Counsel, PFPC Inc. from 2002 N/A N/A
Vigilant Compliance Compliance to 2004; Chief Legal Counsel, Corviant
186 Dundee Drive, Suite 700 Officer Corporation (Investment Adviser,
Williamstown, NJ 08094 Broker-Dealer and Service Provider to
DOB: 12/25/62 Investment Advisers and Separate Accountant
Providers) from 2001 to 2002; Partner,
Pepper Hamilton LLP (law firm) from 1997
to 2001.
-----------------------------------------------------------------------------------------------------------------------------------
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* Each director oversees seventeen portfolios of the Company that are currently offered for sale. The Company is authorized to offer two additional portfolios that have not commenced operations as of the date of this SAI.
1. Each Director serves for an indefinite period of time until his successor is elected and qualified or until his death, resignation or removal. Each officer holds 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.
2. Messrs. Carnall and Sablowsky are considered "interested persons" of the Company as that term is defined in the 1940 Act. Mr. Carnall is an "interested Director" of the Company because he owns shares of The PNC Financial Services Group, Inc. The investment adviser to the Company's Money Market Portfolio, BlackRock Institutional Management Corporation and the Company's principal underwriter, PFPC Distributors, Inc. are indirect subsidiaries of The PNC Financial Services Group, Inc. Mr. Sablowsky is considered an "interested Director" of the Company by virtue of his position as an officer of a registered broker-dealer.
The Board and Standing Committees
Board. The Board of Directors is comprised of six individuals, two of whom are considered "interested" Directors as defined by the 1940 Act and the remaining Directors are referred to as "Disinterested" or "Independent" Directors. The Board meets at least quarterly to review the investment performance of each portfolio in the mutual fund family and other operational matters, including policies and procedures with respect to compliance with regulatory and other requirements. Currently,
the Board of Directors has an Audit Committee, an Executive Committee and a Nominating Committee. The responsibilities of each committee and its members are described below.
Audit Committee. The Board has an Audit Committee comprised only of Independent Directors, including Messrs. McKay, Sternberg and Brodsky. The Audit Committee, among other things, reviews results of the annual audit and approves the firm(s) to serve as the independent registered public accounting firm(s). The Audit Committee convened seven times during the fiscal year ended August 31, 2005.
Executive Committee. The Board has an Executive Committee comprised only of Independent Directors, including Messrs. Reichman and McKay. 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, 2005.
Nominating Committee. The Board has a Nominating Committee comprised only of Independent Directors, including Messrs. McKay and Brodsky. The Nominating Committee recommends to the Board of Directors all persons to be nominated as Directors of the Company. The Nominating Committee will consider nominees recommended by shareholders. Recommendations should be submitted to the Committee in care of the Company's Secretary. The Nominating Committee did not convene during the fiscal year ended August 31, 2005.
Director Ownership of Shares of the Company
The following table sets forth the dollar range of equity securities beneficially owned by each Director in the Fund and in all of the portfolios (which for each Director comprise all registered investment companies within the Company's family of investment companies overseen by him), as of December 31, 2004.
Aggregate Dollar Range of
Equity Securities in All
Registered Investment Companies
Dollar Range of Overseen by Director within the
Name of Director Equity Securities in the Fund Family of Investment Companies
----------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
----------------------------------------------------------------------------------------------
Julian A. Brodsky 0 None
Francis J. McKay 0 Over $100,000
Arnold M. Reichman 0 Over $100,000
Marvin E. Sternberg 0 None
J. Richard Carnall 0 None
Robert Sablowsky 0 Over $100,000
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Directors' Compensation
The Company pays each Director at the rate of $16,500 annually and $1,375 per meeting of the Board of Directors or any committee thereof that was not held in conjunction with a Board meeting. In addition, the Chairman of the Board receives an additional fee of $6,600 per year for his services in this
capacity. Directors are reimbursed for any out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee thereof. For the fiscal year ended August 31, 2005, each of the following members of the Board of Directors received compensation from the Company in the following amounts:
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual From Fund and Fund
Compensation from Accrued as Part of Benefits Upon Complex Paid to
Name of Director Registrant Fund Expenses Retirement Director or Officer
---------------------------------------------------------------------------------------------------------------------
Independent Directors:
Julian A. Brodsky, Director $ 28,750 N/A N/A $ 28,750
Francis J. McKay, Director $ 32,875 N/A N/A $ 32,875
Arnold M. Reichman, Director $ 27,375 N/A N/A $ 27,375
Marvin E. Sternberg, Director $ 32,875 N/A N/A $ 32,875
---------------------------------------------------------------------------------------------------------------------
Interested Directors:
J. Richard Carnall, Director and
Chairman $ 33,975 N/A N/A $ 33,975
Robert Sablowsky, Director $ 27,375 N/A N/A $ 27,375
---------------------------------------------------------------------------------------------------------------------
Officer:
Salvatore Faia, Esquire, CPA
Chief Compliance Officer $ 203,374 N/A N/A $ 203,374
|
As of December 31, 2004, the Independent Directors or their respective immediate family members (spouse or dependent children) did not own beneficially or of record any securities of the Company's investment advisers or distributor, or of any person directly or indirectly controlling, controlled by, or under common control with the investment advisers or distributor.
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 investment 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. ("PFPC Distributors") have each adopted a code of ethics under Rule 17j-1 of the 1940 Act that permits personnel subject to the codes to invest in securities, including securities that may be purchased or held by the Company.
PROXY VOTING POLICIES
The Board of Directors has delegated the responsibility of voting proxies with respect to the portfolio securities purchased and/or held by the Fund to the Fund's Adviser, subject to the Board's continuing oversight. In exercising its voting obligations, the Adviser is guided by its general fiduciary duty to act prudently and solely in the interest of the Fund. The Adviser will consider factors affecting the value of the Fund's investment and the rights of shareholders in its determination on voting portfolio securities.
The Adviser has adopted proxy voting policies and procedures with respect to voting proxies relating to portfolio securities held by the Fund. The Adviser employs a third party service provider to assist in the voting of proxies. These policies and procedures have been provided to the service provider, who analyzes the proxies and makes recommendations, based on the Adviser's policy, as to how to vote such proxies. A copy of the Adviser's Proxy Voting Policies is included with this SAI. Please see Appendix C to this SAI for further information.
Information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 is available, without charge, upon request, by calling 1-888-261-4073 and by visiting the SEC website at http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of November 1, 2005, to the Company's knowledge, the following named persons at the addresses shown below were owners of record of approximately 5% or more of the total outstanding shares of the classes of the Company indicated below. See "Additional Information Concerning Company Shares" below. The Company does not know whether such persons also beneficially own such shares. Any shareholder that owns 25% or more of the outstanding shares of a portfolio or class may be presumed to "control" (as that term is defined in the 1940 Act) the portfolio or class. Shareholders controlling a portfolio or class could have the ability to vote a majority of the shares of the portfolio or class on any matter requiring approval of the shareholders of the portfolio or class.
Number and Percentage of
Shares Owned as of
August 31st, 2005
*(Percentage of shares owned
rounded to the nearest whole
Name of Fund Shareholder Name and Address percentage)
---------------------------------------------------------------------------------------------------------------------------
Robeco WPG Core Bond Fund PARBANC CO 4,019,988.415 26.4%
(Institutional) 514 MARKET ST
PARKERSBURG WV 26101-5144
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Number and Percentage of
Shares Owned as of
August 31st, 2005
*(Percentage of shares owned
rounded to the nearest whole
Name of Fund Shareholder Name and Address percentage)
---------------------------------------------------------------------------------------------------------------------------
Robeco WPG Core Bond Fund SEI PRIVATE TRUST CO
(Institutional) C/O M&T BANK
1 FREEDOM VALLEY DR 2,788,691.080 18.3%
OAKS PA 19456
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Robeco WPG Core Bond Fund CHARLES SCHWAB & CO INC
(Institutional) REINVEST ACCOUNT
101 MONTGOMERY STREET 2,278,524.488 14.9%
SAN FRANCISCO CA 94101-0000
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Robeco WPG Core Bond Fund HOTEL EMPLOYEES & RESTAURANT
(Institutional) EMPLOYEES UNION LCL #54 PENSION PLN
TAFT-HARTLEY TRUST - PENSION PLAN
ATTN BILL KIRKWOOD 1,089,957.142 7.1%
203-205 N SOVEREIGN AVENUE
ATLANTIC CITY NJ 08401
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Robeco WPG Core Bond Fund LOUIS BERKOWITZ FAMILY FOUNDATION
(Institutional) 1 HUNTINGTON QUADRANGLE STE 2512 723,612.222 4.7%
MELVILLE NY 11747
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Robeco WPG Core Bond Fund Robeco USA LLC
(Retirement) Attn: Jan Penney 1,841.621 100%
909 3rd Ave
New York, NY 10022-4731
---------------------------------------------------------------------------------------------------------------------------
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As of November 1, 2005, Directors and officers as a group owned less than 1% of the shares of each class of the Fund of the Company.
INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS
Investment Adviser
Robeco USA, L.L.C., through its division Weiss, Peck & Greer Investments, 909 Third Avenue, 31st Floor, New York, New York 10022, serves as investment adviser to the Fund. Robeco USA is an indirect, wholly-owned subsidiary of Robeco Group N.V., a Dutch public limited liability company ("Robeco").
As a result of a reorganization on March 1, 2003, certain of Robeco's investment management subsidiaries, including Weiss, Peck & Greer, L.L.C., were reorganized as subsidiaries of a newly formed company named Robeco Investment Management. Weiss, Peck & Greer, L.L.C. was renamed Robeco USA. The investment advisory services are conducted under the name Weiss, Peck & Greer Investments. Certain corporate infrastructure and support functions have moved to Robeco USA. The reorganization did not change the investment process and management teams for the WPG products, nor did it change the ultimate ownership of WPG by Robeco.
Robeco is the holding company for 100% of the shares of Robeco International B.V. and Robeco Nederland B.V. ("Robeco Nederland") (collectively referred to as the "Robeco Group"). Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland owns 100% of the shares of Robeco. The Robeco Group is a fund management group. Robeco Nederland advises and manages investment funds, some of whose shares are traded primarily on the Amsterdam Stock Exchange, which funds include (1) Robeco N.V., (2) Rolinco N.V., (3) Rorento N.V., (4) RG Rente Mixfund N.V., (5) RG Obligatie Mixfund N.V., (6) RG Aandelen Mixfund N.V., (7) RG Florente Fund N.V., (8) RG Divirente Fund N.V., (9) RG America Fund N.V., (10) RG Europe Fund N.V., (11) RG Pacific Fund N.V., (12) Nettorente Fund N.V., (13) RG Hollands Bezit N.V., (14) RG Emerging Markets Fund N.V., (15) RG Tactimix Funds, and (16) RG Zelfselect Landen Fund N.V. Robeco Nederland also advises and manages a number of institutional funds. The Robeco Group operates primarily outside of the United States, although it currently holds significant ownership interests in five U.S. investment advisers, in addition to being the parent company of WPG.
The Robeco Group, through its subsidiaries, has approximately 1,600 employees worldwide. Of the approximately $151 billion in assets under management at November 1, 2005, approximately $26 billion was managed in the U.S., primarily for institutions and high net worth individuals. Robeco USA consists of 48 Managing Directors, one of whom is a member of the NYSE, and certain directors. Robeco USA has approximately 290 full-time employees in addition to its Managing Directors.
Advisory Agreements
WPG 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. WPG will select investments for the Fund. For its services to the Fund, WPG is entitled to receive a monthly advisory fee under the Advisory Agreements computed at the following annual rates:
FUND ANNUAL FEE RATE -------------- ---------------------- Core Bond Fund . 0.45% of net assets |
Until December 31, 2006, WPG has agreed to waive its fees to the extent necessary to maintain an annualized expense ratio of 0.68% for the Investor Class of the Core Bond Fund. There can be no assurance that WPG will continue such waivers after December 31, 2006.
WPG also served as investment advisor to the Predecessor Fund. For services provided by WPG to the Predecessor Fund under investment advisory agreements in effect for the period January 1, 2005 to August 31, 2005 and the years ended December 31, 2004, 2003, and 2002, the following advisory fees were paid:
Advisory Fees Paid
(after waivers and
Fund reimbursements) Waivers Reimbursements
---- -------------- ------- --------------
For the Period January 1, 2005 to August 31, 2005
WPG Core Bond Fund $ 142,139 $ 318,082 $ 0
Year Ended December 31, 2004
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Advisory Fees Paid
(after waivers and
Fund reimbursements) Waivers Reimbursements
---- -------------- ------- --------------
For the Peroid January 1, 2005 to August 31, 2005
WPG Core Bond Fund $ 261,393 $ 441,413 $ 0
Year Ended December 31, 2003
WPG Core Bond Fund $ 239,421 $ 345,513 $ 0
Year Ended December 31, 2002
WPG Core Bond Fund $ 290,066 $ 358,653 $ 0
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On July 20, 2005, Robeco USA, Inc., parent company of the Adviser, entered into an agreement with Harbor Capital Advisors, Inc., an affiliate of the Adviser ("Harbor"), to market all class shares of the Core Bond Fund to institutional investors that utilize one or more of the investment strategies offered by Robeco USA. For these services, Robeco USA will pay Harbor 0.10% of the net assets in the investor accounts. This fee will be calculated by Robeco USA on a monthly basis with the fee for each month calculated using an average of the value of the assets in investor accounts on the first business day of the month and the last business day of the month. The fee will be paid by Robeco USA to Harbor quarterly in arrears.
Each class of the Fund bears its own expenses not specifically assumed
by WPG. 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 it
deems 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 WPG; (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 advisers and PFPC Inc. ("PFPC"); (i) fees and expenses of officers
and Directors who are not affiliated with a portfolio's investment adviser or
PFPC Distributors; (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 portfolios and their shares for
distribution under federal and state securities laws; (q) expenses of preparing
Prospectus 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, WPG 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 WPG in the performance of its respective duties or from reckless disregard of its duties and obligations thereunder.
Portfolio Managers
Description of Compensation. Portfolio managers' compensation is typically comprised of a base salary and a discretionary bonus based on four criteria:
. Individual Contribution: a subjective evaluation of the
professional's individual contribution to team investment
results as well as the individual's success at meeting goals and
objectives established at the beginning of each year;
. Product Investment Performance: the performance of the
investment product(s) with which the individual is involved
versus the pre-designed index, based on the excess return and
the level of risk, or tracking error, of the product;
. Investment Group Financial Performance: the financial results of
the Portfolio Manager's investment group; and
. Firm-wide Financial Performance: the overall financial
performance of Robeco USA, L.L.C.
Notwithstanding the foregoing, a portfolio management team member's compensation may be based on a fixed percentage of certain financial measures relating to the product area where the fund is managed.
Compensation for portfolio managers who are also members of Robeco USA's senior management team is derived from a base salary and a discretionary bonus. The bonus is largely tied to firm financial performance against established goals and aligned with the primary focus on investment performance results versus benchmarks.
Other Accounts. The table below discloses accounts other than the Fund for which the portfolio managers are jointly and primarily responsible for the day-to-day portfolio management, for the Predecessor Fund's most recently completed fiscal year ended August 31, 2005.
# of Accounts Total Assets that
Total Managed that Advisory Fee
Name of Portfolio # of Total Advisory Fee Based on
Manager or Accounts Assets Based on Performance
Team Member Type of Accounts Managed (000's) Performance (000's)
----------------- ---------------- -------- ------- -------------- ------------------
Core Bond Fund
1. Daniel S. Vandivort Registered Investment Companies: 38 $ 2.6B 0 $ 0
Other Pooled Investment Vehicles: 9 $ 716mm 0 $ 0
Other Accounts: 0 $ 0 0 $ 0
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# of Accounts Total Assets that
Total Managed that Advisory Fee
Name of Portfolio # of Total Advisory Fee Based on
Manager or Accounts Assets Based on Performance
Team Member Type of Accounts Managed (000's) Performance (000's)
----------------- ---------------- -------- ------- -------------- ------------------
2. Sid Baskt Registered Investment Companies: 38 $ 2.6B 0 $ 0
Other Pooled Investment Vehicles: 9 $ 716mm 0 $ 0
Other Accounts: 0 $ 0 0 $ 0
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Securities Ownership. The following table sets forth the dollar range of equity securities beneficially owned by each portfolio manager in the Fund as of August 31, 2005:
Dollar ($) Value of Fund Shares
Portfolio Manager Beneficially Owned by You
----------------- -------------------------------
Core Bond Fund
Daniel S. Vandivort $1,000 - $10,000
Sid Baskt $0
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Custodian Agreement
The Custodian for the Fund is Mellon Bank N.A. (formerly Boston Safe Deposit and Trust Company) (the "Custodian" or "Mellon"), located at 135 Santilli Highway, Everett, Massachusetts 02149. In its capacity as Custodian, Mellon Bank N.A. holds the assets of the Fund. Pursuant to a Custodian Agreement between Mellon and the Company (the "Custodian Agreement"), Mellon (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 securities and (e) makes periodic reports to the Company's Board of Directors concerning each Fund's operations. Mellon is authorized to select one or more banks or trust companies to serve as sub-custodian on behalf of the Fund, provided that Mellon remains responsible for the performance of all its duties under the Custodian Agreement and holds the Company harmless from the acts and omissions of any sub-custodian. The Custodian may also appoint sub-custodians from time to time to hold certain securities purchased by the Fund in foreign countries and to hold cash and currencies for the Fund. For its services to the Fund under the Custodian Agreement, Mellon receives a fee at the annual rate of 0.01% of the market value of the Fund's assets plus transaction fees.
Transfer Agency Agreement
PFPC Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809, an affiliate of PFPC Distributors, 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, with a minimum monthly fee of $3,000 per class payable monthly on a pro rata basis, exclusive of out-of-pocket expenses, and also receives reimbursement of its out-of-pocket expenses.
PFPC also provides services relating to the implementation of the Company's Anti-Money Laundering Program. The Company will pay an annual fee, ranging from $3,000 - $50,000, based on the number of open accounts in each portfolio. In addition, PFPC provides services relating to the implementation of the Fund's Customer Identification Program, including verification of required customer information and the maintenance of records with respect to such verification. The Fund will pay PFPC $2.25 per customer verification and $.02 per month per record result maintained.
Administration and Accounting Services Agreement
PFPC Inc. serves as the Portfolio's administrator and fund accounting agent 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 appropriate regulatory agencies. The Administration Agreement provides that PFPC shall be obligated to exercise care and diligence in the performance of its duties, to act in good faith and to use its best efforts, within reasonable limits, in performing services thereunder. PFPC shall be responsible for failure to perform its duties under the Administration Agreement arising out of its willful misfeasance, bad faith, gross negligence or reckless disregard. The fees paid to PFPC for its services pursuant to the Administration and Accounting Services Agreement are:
. 0.1125% of Fund's first $200 million of average daily net
assets; and
. 0.0950% of Fund's average daily net assets in excess of $200
million.
For the fiscal years ended December 31, 2004, 2003 and 2002, the Fund and/or the Predecessor Fund paid PFPC accounting fees and related out-of-pocket expenses as follows. For the period November 1, 2004 through December 31, 2004, PFPC also provided administrative services. PFPC continued to provide both accounting and administrative services for the period January 1, 2005 to August 31, 2005.
Accounting and
Administrative
Fund Name Fees Waivers Reimbursements
For the Period January 1, 2005 to August 31, 2005
WPG Core Bond Fund $ 144,539 N/A N/A
For the Year Ended December 31, 2004
WPG Core Bond Fund $ 117,879 N/A N/A
For the Year Ended December 31, 2003
WPG Core Bond Fund $ 66,971 N/A N/A
For the Year Ended December 31, 2002
WPG Core Bond Fund $ 53,044 N/A N/A
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On June 1, 2003, the Company entered into a regulatory administration services agreement with PFPC. Under this agreement, PFPC has agreed to provide regulatory administration services to the Company. These services include the preparation and coordination of the Company's annual post-effective amendment filing and supplements to the Fund's registration statement, the preparation and assembly of board meeting materials, and certain other services necessary to the Company's regulatory administration. PFPC receives an annual fee based on the average daily net assets of the portfolios of the Company. The fees payable under this agreement are based on the Company's average daily net assets and are pro rated among the portfolios of the Company.
WPG served as the administrator for the Predecessor Fund for the period from January 1, 2004 to November 1, 2004 and the years ended December 31, 2003 and 2002. For the years ended December 31, 2004, 2003 and 2002, the Fund and/or the Predecessor Fund paid the following administration fees to WPG:
Administration
Fund Name Fees Waivers Reimbursements
For the Year Ended December 31, 2004
WPG Core Bond Fund $ 0 N/A N/A
For the Year Ended December 31, 2003
WPG Core Bond Fund $ 0 N/A N/A
For the Year Ended December 31, 2002
WPG Core Bond Fund $ 0 N/A N/A
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Distribution Arrangements
Distribution and Shareholder Servicing. PFPC Distributors, Inc. ("PFPC Distributors") whose principal business address is 760 Moore Road, King of Prussia, Pennsylvania 19406, serves as the distributor of the Fund pursuant to the terms of a Distribution Agreement dated January 2, 2001 (the "Distribution Agreement") entered into by PFPC Distributors and the Company. Pursuant to the Distribution Agreement, PFPC Distributors will use appropriate effort to solicit orders for the sale of Fund shares. The offering of each Fund's shares is continuous. No compensation is payable by the Company to PFPC Distributors for distribution services with respect to the Fund.
PFPC Distributors provides certain administrative services to the Fund that are not provided by PFPC. These services include furnishing corporate secretarial, data processing and clerical services,
acting as liaison between the Fund and various service providers and coordinating the preparation of proxy statements and annual, semi-annual and quarterly reports.
Shareholder Services and Distribution Plan. On September 15, 2005, the Board of Directors of the Company, including a majority of those Directors who are not "interested persons" (as defined in the 1940 Act), approved a Shareholder Services and Distribution Plan and related agreements (the "Plan") for the Investor Class of the Core Bond Fund pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Plan, the Investor Class Shares of the Core Bond Fund pay PFPC Distributors for payments made to securities dealers, financial institutions and other industry professionals that are shareholders or dealers of record or which have a shareholder servicing relationship with the beneficial owners of Shares ("Shareholder Organizations") and for advertising, marketing and distributing the Fund's Shares. Service payments to PFPC Distributors under the Plan are to compensate it for payments made to Service Organizations and distribution payments are to compensate it for distribution assistance and expenses assumed and activities intended to result in the sale of shares of the Investor Class of the Core Bond Fund. As compensation for its services, PFPC Distributors receives, pursuant to the terms of the Plan, a combined service and distribution fee under the Plan, to be calculated daily and paid monthly by the Investor Class of the Fund, at the annual rate of 0.25% of the average daily net assets of the Fund's consideration for certain shareholders and administrative services.
Services performed by Shareholder Organizations may include: (i)
aggregating and processing purchase and redemption requests for shares from
shareholders and placing net purchase and redemption orders with the transfer
agent; (ii) providing shareholders with a service that invests the assets of
their accounts in shares pursuant to specific or pre-authorizing instructions;
(iii) processing dividend payments from the Fund on behalf of shareholders; (iv)
providing information periodically to shareholders showing their positions in
the Fund's shares; (v) arranging for bank wires; (vi) responding to shareholder
inquiries relating to the Shareholder Organization's services; (vii) providing
subaccounting with respect to the Fund's shares beneficially owned by
shareholders or the information to the Fund necessary for subaccounting; (viii)
forwarding shareholder communications from the Fund (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to shareholders; (ix) responding to shareholder
inquires relating to dividends and distributions; (x) responding to shareholder
inquires relating to shareholder account statements; (xi) responding to
shareholder inquires relating to communications from the Fund to shareholders;
(xii) providing shareholders with information relating to developments affecting
their shares; and (xiii) providing such other similar services as the Fund may
reasonably request to the extent a Shareholder Organization is permitted to do
so under applicable statutes, rules or regulations.
Among other things, the Plan provide that: (1) PFPC Distributors shall be required to submit quarterly reports to the Directors of the Company regarding all amounts expended under the Plan and the purposes for which such expenditures were made, including commissions, advertising, printing, interest, carrying charges and any allocated overhead expenses; (2) the Plan 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 a majority of those Directors who are not "interested persons" (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan, 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 Plan shall not be materially increased without shareholder approval; and (4) while the Plan remains 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.
Fees payable under the Plan are separate from and in addition to any Service Fee payable to Service Organizations by the Adviser, or any Fund payments described herein, for administration, subaccounting, transfer agency and/or other services, including without limitation the Shareholder Services Fees described in the Fund's Investor Class prospectus.
Administrative Services Agent
PFPC Distributors provides certain administrative services to the Investor Class (as of January 1, 2002) of the Fund that are not provided by PFPC, pursuant to an Administrative Services Agreement, dated as of January 2, 2001 as supplemented, between the Company and PFPC Distributors. 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 an annual fee of $5,000 per Fund.
FUND TRANSACTIONS
Subject to policies established by the Board of Directors and applicable rules, the Adviser is responsible for the execution of portfolio transactions and the allocation of brokerage transactions for the Fund. In executing portfolio transactions, the Adviser 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 the Adviser 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. The Adviser 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 the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser 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 the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser 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.
For the period January 1, 2005 to August 31, 2005, and the year ended December 31, 2004, the Fund and/or the Predecessor Fund paid the following commissions to brokers on account of research services:
Fund 8/31/2005 12/31/2004 WPG Core Bond Fund $ 0 $ 0
The following chart shows the aggregate brokerage commissions paid by the Fund and/or the Predecessor Fund for the period January 1, 2005 to August 31, 2005, and for the past three years ended December 31:
1/01/05 to
Fund 8/31/2005 12/31/2004 12/31/2003 12/31/2002
WPG Core Bond Fund $ 0 $ 0 $ 0 $ 0
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The Fund is required to identify any securities of the Company's regular broker-dealers (as defined in Rule 10b-1 under the 1940 Act) or their parents held by the Fund as of the end of the most recent fiscal year. As of the period January 1, 2005 to August 31, 2005, the Fund held the following securities:
Broker Dealer Value ------------- ----- WPG Core Bond Fund Amvescap PLC $ 202,089 Bank One $ 299,636 Citibank $ 5,292,446 Credit Suisse First Boston $ 1,300,184 Goldman Sachs $ 394,471 JPMorganChase $ 916,732 First USA $ 590,466 First Union-Lehman Brothers-Bank of America $ 667,166 |
Investment decisions for the Fund and for other investment accounts managed by the Adviser are made independently of each other in the light of differing conditions. However, the same investment decision may be made for two or more of such accounts. In such cases, simultaneous transactions are inevitable. Purchases or sales are then averaged as to price and allocated as to amount according to a formula deemed equitable to each such account. While in some cases this practice could have a detrimental effect upon the price or value of the security as far as the Fund is concerned, in other cases it is believed to be beneficial to the Fund.
PURCHASE AND REDEMPTION INFORMATION
Purchase and Redemption of Fund Shares
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 that Fund's NAV. 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 NAV 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: (1) 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; (2) if such redemption is, in the opinion of the Company's Board of Directors, desirable in order to prevent the Company or any Fund from being deemed a "personal holding company" within the meaning of the Code; (3) 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.
Investor Services
The Fund offers a variety of services, as described in the sections that follow and in Appendix B, designed to meet the needs of their shareholders. The costs of providing such services are borne by the Fund, except as otherwise specified below. Further information on each service is set forth in the Prospectus under the caption "Shareholder Services."
Automatic Investment Plan
The Automatic Investment Plan enables investors to make regular (monthly or quarterly) investments of $100 or more in Investor Class shares of the Fund through an automatic withdrawal from your designated bank account by simply completing the Automatic Investment Plan application. Please call 1-888-261-4073 or write to WPG to receive this form. By completing the form, you authorize the Funds' Custodian to periodically draw money from your designated account, and to invest such amounts in account(s) with the fund(s) specified. The transaction will be automatically processed to your mutual fund account on or about the first business day of the month or quarter you designate.
If you elect the Automatic Investment Plan, please be aware that: (1) the privilege may be revoked without prior notice if any check is not paid upon presentation; (2) the Fund's Custodian is under no obligation to notify you as to the non-payment of any check, and (3) this service may be modified or discontinued by the Fund's Custodian upon thirty (30) days' written notice to you prior to any payment date, or may be discontinued by you by written notice to the Transfer Agent at least ten (10) days before the next payment date.
Telephone Transaction Procedures
The Company's telephone transaction procedures include the following
measures: (1) requiring the appropriate telephone transaction privilege forms;
(2) requiring the caller to provide the names of the account owners, the account
social security number and name of the Fund, all of which must match the
Company's records; (3) requiring the Company's service representative to
complete a telephone transaction form, listing all of the above caller
identification information; (4) permitting exchanges (if applicable) only if the
two account registrations are identical; (5) requiring that redemption proceeds
be sent only by check to the account owners of record at the address of record,
or by wire only to the owners of record at the bank account of record; (6)
sending a written confirmation for each telephone transaction to the owners of
record at the address of record within five (5) business days of the call; and
(7) maintaining tapes of telephone transactions for six months, if the Company
elects to record shareholder telephone transactions. For accounts held of record
by broker-dealers (other than PFPC Distributors), financial institutions,
securities dealers, financial planners and other industry professionals,
additional documentation or information regarding the scope of a caller's
authority is required. Finally, for telephone transactions in accounts held
jointly, additional information regarding other account holders is required.
Telephone transactions will not be permitted in connection with IRA or other
retirement plan accounts or by an attorney-in-fact under a power of attorney.
VALUATION OF SHARES
Shares of a class of the Fund are priced at their net asset value ("NAV"). The NAV of a class of the Fund is calculated as follows:
Value of Assets Attributable to a Class
NAV = - Value of Liabilities Attributable to the same Class
---------------------------------------------------
Number of Outstanding Shares of the Class
|
The Fund's NAV is calculated once daily at the close of regular trading hours on the NYSE (generally 4:00 p.m. Eastern time) on each day 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 (observed), Labor Day, Thanksgiving Day and Christmas Day (observed) and on the preceding Friday or subsequent Monday when one of those holidays falls on a Saturday or Sunday.
Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or on the National Association of Securities Dealers Automatic Quotation System ("NASDAQ") market system where they are primarily traded. If there were no sales on that day or the securities are traded on other over-the-counter markets, the mean of the last bid and ask price prior to the market close are used. Short term debt securities having a remaining maturity of 60 days or less are amortized to maturity based on their cost. Debt securities having a remaining maturity of greater than 60 days are valued by a pricing service which utilizes matrix pricing based upon both dealer-supplied valuations and other techniques that take into account various factors, such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. 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 or deemed unreliable, securities will be valued by the Fund's Valuation Committee as determined by procedures adopted by the Board of Directors.
Subject to the approval of the Company's Board of Directors, 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 in determining the approximate market value of portfolio investments. This may result in the securities being valued at a price that differs from the price that would have been determined had the matrix or formula method not been used. All cash, receivables, and current payables are carried on the Fund's books at their face value. Other assets, if any, are valued at fair value as determined in good faith by the Fund's Valuation Committee under the direction of the Company's Board of Directors.
Portfolio securities traded on more than one U.S. national securities exchange or on a U.S. exchange and a foreign securities exchange are valued at the last sale price, or in the case of securities traded on Nasdaq, the Nasdaq official close, from the exchange representing the principal market for such securities on the business day when such value is determined. The value of all assets and liabilities expressed in foreign currencies will be converted into U.S. dollar values at currency exchange rates determined by the Fund's accounting agent to be representative of fair levels at times prior to the close of trading on the NYSE. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business on the NYSE and may not take place on all business days that the NYSE is open and may take place on days when the NYSE is closed. Events affecting the values of portfolio securities that occur between the time their prices are determined and the close of regular trading on the NYSE will not be reflected in the Fund's calculation of net asset value unless the Adviser determines that the particular event would materially affect net asset value, in which case an adjustment would be made.
In determining the net asset value of the Fund's securities, options on securities, futures contracts and options thereon which are listed or admitted to trading on a national exchange, are valued at their last sale on such exchange prior to the time of determining net asset value; or if no sales are reported on such exchange on that day, at the mean between the most recent bid and asked price. Securities listed on more than one exchange shall be valued on the exchange on which the security is most extensively traded. Unlisted securities for which market quotations are readily available are valued at the mean between the most recent bid and asked prices. Other securities and assets for which market quotations are not readily available are valued at their fair value as determined in good faith by the Fund's Valuation Committee as authorized by the Board.
Bonds and other fixed income securities (other than short-term obligations but including listed issues) in the Fund's portfolio are valued at fair market value on the basis of valuations furnished by a pricing service which utilizes both dealer-supplied valuations and electronic data processing techniques which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance upon quoted prices or exchange or over-the-counter prices, when such valuations are believed to reflect the fair value of such securities.
For purposes of determining the net asset value of the Funds' shares, options transactions will be treated as follows: When the Fund sells an option, an amount equal to the premium received by that Fund will be included in that Fund's accounts as an asset and a deferred liability will be created in the amount of the option. The amount of the liability will be marked to the market to reflect the current market value of the option. If the option expires or if that Fund enters into a closing purchase transaction, that Fund will realize a gain (or a loss if the cost of the closing purchase exceeds the premium received), and the related liability will be extinguished. If a call option contract sold by the Fund is exercised, that Fund will realize the gain or loss from the sale of the underlying security and the sale proceeds will be increased by the premium originally received.
DIVIDENDS AND DISTRIBUTIONS
The 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 gain). In general, the Fund's dividends and distributions will be taxable to you for federal, state and local income tax purposes. Dividends and distributions are taxable whether they are received in cash or reinvested in Fund shares. For federal tax purposes, Fund distributions attributable to short-term capital gains and net investment income are taxable to you as ordinary income. Distributions attributable to any excess of net long-term capital gains of the Fund over net short-term capital losses generally are taxable to you as long-term capital gains. This is true no matter how long you own your shares. You should note that the Fund does not expect to pay dividends that are eligible for the recently enacted reduced tax rate on corporate dividends. This is because the Fund will generally be invested in debt instruments and not in shares of stock on which dividend income will be received.
Automatic Reinvestment Plan
For the convenience of the Fund's shareholders and to permit shareholders to increase their shareholdings in the Fund, the Fund's Transfer Agent is, unless otherwise specified, appointed in the subscription form by the investor as an agent to receive all dividends and capital gains distributions and to reinvest them in shares (or fractions thereof) of the applicable Fund, at the net asset value per share next determined after the record date for the dividend or distribution. The investor may, of course,
terminate such agency agreement at any time by written notice to the Transfer Agent, and direct the Transfer Agent to have dividends or capital gains distributions, or both, if any, sent to him in cash rather than reinvested in shares of the applicable Fund. The Fund or Transfer Agent may also terminate such agency agreement, and the Funds have the right to appoint a successor Transfer Agent.
TAXES
The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussions here and in the Prospectus are not intended as a substitute for careful tax planning. Potential investors should consult their tax advisers with specific reference to their own tax situations.
The discussions of the federal tax consequences in the Prospectus and this SAI are based on the Code and the laws and regulations issued thereunder as in effect on the date of this SAI. Future legislative or administrative changes or court decisions may significantly change the statements included herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein.
Federal - General Information
The Fund intends to qualify as a regulated investment company under Subtitle A, Chapter 1, of Subchapter M of the Code. As a regulated investment company, the Fund generally is exempt from federal income tax on its net investment income and realized capital gains which it distributes to shareholders, provided that it distributes an amount equal to at least the sum of 90% of its tax-exempt income and 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss), if any, for the year (the "Distribution Requirement") and satisfies certain other requirements of the Code that are described below. The Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for corporate income tax. If the Fund were to fail to make sufficient distributions, it could be liable for corporate income tax and for excise tax in respect of the shortfall or, if the shortfall is large enough, the Fund could be disqualified as a regulated investment company.
In addition to satisfaction of the Distribution Requirement, the Fund must derive with respect to a taxable year at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans and gains from the sale or other disposition of stock or securities or foreign currencies, or from other income derived with respect to its business of investment in such stock, securities, or currencies (the "Income Requirement"). Also, at the close of each quarter of its taxable year, at least 50% of the value of each Fund's assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies and securities of other issuers (as to which the Fund has not invested more than 5% of the value of its total assets in securities of such issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of such issuer), and no more than 25% of the value of the Fund's total assets may be invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies), or in two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses. The Fund intends to comply with these requirements.
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income will be subject to tax at regular corporate rates without any deduction for distributions to
shareholders. In such event, the shareholders would recognize dividend income on distributions to the extent of the Fund's current and accumulated earnings and profits and corporate shareholders may be eligible for the dividends received deduction.
The Code imposes a non-deductible 4% excise tax on regulated investment companies that fail to currently distribute an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and capital gain net income each calendar year to avoid liability for this excise tax.
For federal income tax purposes, each portfolio is permitted to carry forward a net capital loss in any year to offset its own capital gains, if any, during the eight years following the year after the loss. These amounts are available to be carried forward to offset future capital gains to the extent permitted by the Code and applicable tax regulations.
As of August 31, 2005, the Fund had capital loss carry forwards approximating the amount (in thousands) indicated for federal tax purposes:
Fund Amount Year of Expiration Core Bond $ 2,731,098 2007
State and Local Taxes
Although the Fund expects to qualify as a "regulated investment company" and to be relieved of all or substantially all federal income taxes, depending upon the extent of its activities in states and localities in which its officers are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities.
Taxation of Certain Financial Instruments
The tax principles applicable to transactions in financial instruments and futures contracts and options that may be engaged in by the Fund and investments in passive foreign investment companies ("PFICs"), are complex and, in some cases, uncertain. Such transactions and investments may cause the Fund to recognize taxable income prior to the receipt of cash, thereby requiring the Fund to liquidate other positions, or to borrow money, so as to make sufficient distributions to shareholders to avoid corporate-level tax. Moreover, some or all of the taxable income recognized may be ordinary income or short-term capital gain, so that the distributions may be taxable to shareholders as ordinary income.
In additions, in the case of any shares of a PFIC in which the Fund invests, the Fund may be liable for corporate-level tax on any ultimate gain or distributions on the shares if the Fund fails to make an election to recognize income annually during the period of its ownership of the shares.
Investments in Foreign Securities
The Fund, to the extent it invests in foreign securities, may be subject to foreign withholding or other foreign taxes with respect to income (possibly including, in some cases, capital gains) derived from foreign securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty in some cases. Such Funds generally will be entitled to deduct such taxes in computing their income subject to tax (if any).
Foreign Investors
For distributions attributable to the Fund's taxable year beginning
before January 1, 2005 or after December 31, 2007, foreign shareholders who are
not "U.S. persons" (i.e., are nonresident aliens, foreign corporations,
fiduciaries of foreign trusts or estates, foreign partnership or other non-U.S.
investors) generally will be subject to U.S. withholding tax at a rate of 30%
(or a lower treaty rate, if applicable) on distributions by the Fund of net
investment income, other ordinary income, and the excess, if any, of net
short-term capital gain over net long-term capital loss for the year, regardless
of the extent, if any, to which the income or gain is derived from non-U.S.
investments of the Fund unless the distributions are effectively connected with
a U.S. trade or business of the shareholder. Under recent changes to the Code,
for distributions attributable to the Fund's taxable year beginning after
December 31, 2004 and before January 1, 2008, foreign shareholders will
generally not be subject to withholding tax on distributions attributable to
"portfolio interest" or short-term capital gains unless (1) the distributions
are effectively connected with a U.S. trade or business of the shareholder, or
(2) with respect to short-term capital gains, the shareholder is a nonresident
alien individual who is present in the United States for 183 days or more during
the taxable year and certain other conditions are met. A foreign shareholder
generally will not be subject to U.S. income or withholding tax in respect of
proceeds from or gain on the redemption of shares or in distributions are
effectively connected with the shareholder's trade or business in the United
Sates or, in the case of a shareholder who is a nonresident alien individual,
the shareholders is present in the United States for 183 days or more during the
taxable year and certain other conditions are met. Foreign shareholders should
consult their tax advisers regarding the U.S. and foreign tax consequences of
investing in the Fund.
The foregoing discussion is based on federal tax laws and regulations which are in effect on the date of this SAI. Such laws and regulations may be changed by legislative or administrative action. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. Shareholders are advised to consult their tax advisers with specific reference to their own tax situation, including the applications of state and local taxes.
ADDITIONAL INFORMATION CONCERNING COMPANY SHARES
The Company has authorized capital of 30 billion shares of common stock at a par value of $0.001 per share. Currently, 26.473 billion shares have been classified into 103 classes as shown in the table below, however, the Company only has 25 active share classes that have begun investment operations. Under the Company'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 Authorized
Shares Class of Common Stock Shares
Class of Common Stock (millions) (millions)
---------------------------------------------- --------------------------------------------------
A (Growth & Income) 100 BBB 100
B 100 CCC 100
C (Balanced) 100 DDD (Robeco Boston Partners
Institutional Small Cap Value 100
Fund II)
D (Tax-Free) 100 EEE (Robeco Boston Partners
Investors Small Cap Value Fund II) 100
E (Money) 500 FFF 100
F (Municipal Money) 500 GGG 100
G (Money) 500 HHH 100
H (Municipal Money) 500 III (Robeco Boston Partners
Long/Short Equity-Institutional 100
Class)
I (Sansom Money) 1,500 JJJ (Robeco Boston Partners
Long/Short Equity-Investor Class) 100
J (Sansom Municipal Money) 500 KKK (Robeco Boston Partners Funds)
100
K (Sansom Government Money) 500 LLL (Robeco Boston Partners Funds)
100
L (Bedford Money) 1,500 MMM (n/i numeric Small Cap Value)
100
M (Bedford Municipal Money) 500 NNN (Bogle Investment Management
Small Cap Growth - Institutional 100
Class)
N (Bedford Government Money) 500 OOO (Bogle Investment Management
Small Cap Growth - Investor Class) 100
O (Bedford N.Y. Money) 500 PPP (Schneider Value Fund) 100
P (RBB Government) 100 QQQ (Institutional Liquidity Fund 2,500
for Credit Unions)
Q 100 RRR (Liquidity Fund for Credit 2,500
Unions)
R (Municipal Money) 500 SSS (Robeco WPG Core Bond Fund - 100
Retirement Class)
S (Government Money) 500 TTT (Robeco WPG Core Bond Fund - 50
Institutional Class)
T 500 UUU (Robeco WPG Tudor Fund - 50
Institutional Class)
U 500 VVV (Robeco WPG Large Cap Growth 50
Fund - Institutional Class)
V 500 WWW (Senbanc Fund) 50
XXX (Robeco WPG Core Bond Fund - 100
Investor Class)
Select (Money) 700
W 100 Beta 2 (Municipal Money) 1
X 50 Beta 3 (Government Money) 1
Y 50 Beta 4 (N.Y. Money) 1
Z 50 Principal Class (Money) 700
AA 50 Gamma 2 (Municipal Money) 1
BB 50 Gamma 3 (Government Money) 1
CC 50 Gamma 4 (N.Y. Money) 1
DD 100 Bear Stearns Money 2,500
EE 100 Bear Stearns Municipal Money 1,500
FF (n/i numeric Emerging Growth) 50 Bear Stearns Government Money 1,000
GG (n/i numeric Growth) 50 Delta 4 (N.Y. Money) 1
HH (n/i numeric Mid Cap) 50 Epsilon 1 (Money) 1
II (Baker 500 Growth Fund) 100 Epsilon 2 (Municipal Money) 1
JJ (Baker 500 Growth Fund) 100 Epsilon 3 (Government Money) 1
KK 100 Epsilon 4 (N.Y. Money) 1
|
Number of Number of
Authorized Authorized
Shares Class of Common Stock Shares
Class of Common Stock (millions) (millions)
---------------------------------- ---------- ---------------------------------- ----------
LL 100 Zeta 1 (Money) 1
MM 100 Zeta 2 (Municipal Money) 1
NN 100 Zeta 3 (Government Money) 1
OO 100 Zeta 4 (N.Y. Money) 1
PP 100 Eta 1 (Money) 1
QQ (Robeco Boston Partners Eta 2 (Municipal Money) 1
Institutional Large Cap) 100
RR (Robeco Boston Partners Eta 3 (Government Money) 1
Investors Large Cap) 100
SS (Robeco Boston Partners Adviser Eta 4 (N.Y. Money) 1
Large Cap) 100
TT (Robeco Boston Partners Theta 1 (Money) 1
Investors Mid Cap) 100
UU (Robeco Boston Partners Theta 2 (Municipal Money) 1
Institutional Mid Cap) 100
VV (Robeco Boston Partners Theta 3 (Government Money) 1
Institutional All Cap Value) 100
WW (Robeco Boston Partners Theta 4 (N.Y. Money) 1
Investors All Cap Value) 100
YY (Schneider Capital Small Cap
Value) 100
ZZ 100
AAA 100
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The classes of common stock have been grouped into separate "families."
There are seven families that currently have operating portfolios, including:
the Sansom Street Family, the Bedford Family, the Schneider Capital Management
Family, the n/i numeric investors family of funds, the Robeco Investment Funds
Family, the Bogle Investment Management Family, and the Senbanc Fund Family. The
Bedford Family and the Sansom Street Family represent interests in the Money
Market Portfolio; the n/i numeric investors family of funds represents interests
in four non-money market portfolios; the Robeco Investment Funds Family
represents interests in eight non-money market portfolios; the Bogle Investment
Management Family represents interests in one non-money market portfolio; and
the Schneider Capital Management Family represents interests in two non-money
market portfolios and the Senbanc Fund Family represents interests in one
non-money market portfolio.
Each share that represents an interest in the Fund has an equal proportionate interest in the assets belonging to such Fund with each other share that represents an interest in such Fund, even where a share has a different class designation than another share representing an interest in that Fund. Shares of the Company do not have preemptive or conversion rights. When issued for payment as described in the Prospectus, shares of the Company will be fully paid and non-assessable.
The Company does not currently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. The Company's amended By-Laws provide that shareholders collectively owning at least 10% of the outstanding shares of all classes of common stock of the Company have the right to call for a meeting of shareholders to consider the removal of one or more directors. To the extent required by law, the Company will assist in shareholder communication in such matters.
Holders of shares of each class of the Company will vote in the aggregate and not by class on all matters, except where otherwise required by law. Further, shareholders of the Company will vote in the
aggregate and not by portfolio except as otherwise required by law or when the Board of Directors determines that the matter to be voted upon affects only the interests of the shareholders of a particular portfolio. Rule 18f-2 under the 1940 Act provides that any matter required to be submitted by the provisions of the 1940 Act or applicable state law, or otherwise, to the holders of the outstanding voting securities of an investment company such as the Company shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting securities, as defined in the 1940 Act, of each portfolio affected by the matter. Rule 18f-2 further provides that a portfolio shall be deemed to be affected by a matter unless it is clear that the interests of each portfolio in the matter are identical or that the matter does not affect any interest of the portfolio. Under the Rule, the approval of an investment advisory agreement, distribution agreement or any change in the Fundamental investment policy would be effectively acted upon with respect to a portfolio only if approved by the holders of a majority of the outstanding voting securities (as defined by the 1940 Act) of such portfolio. However, the Rule also provides that the ratification of the selection of independent public accountants, the approval of principal underwriting contracts and the election of directors are not subject to the separate voting requirements and may be effectively acted upon by shareholders of an investment company voting without regard to a portfolio. Shareholders of the Company are entitled to one vote for each full share held (irrespective of class or portfolio) and fractional votes for fractional shares held. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of common stock of the Company may elect all of the Directors.
Notwithstanding any provision of Maryland law requiring a greater vote of shares of the Company's common stock (or of any class voting as a class) in connection with any corporate action, unless otherwise provided by law or by the Company's Articles of Incorporation and By-Laws, the Company may take or authorize such action upon the favorable vote of the holders of more than 50% of all of the outstanding shares of common stock entitled to vote on the matter voting without regard to class (or portfolio).
With respect to Investor Shares of the Robeco WPG Core Bond Fund (the
"Class"), the Company's Articles Supplementary authorize the Board of Directors,
without shareholder approval (unless otherwise required by applicable law), to
(a) sell and convey the Class to another management investment company for
consideration which may include securities issued by the purchaser and, in
connection therewith, to cause all outstanding shares of such Class to be
redeemed at a price equal to their net asset value which may be paid in cash or
by distribution of the securities or other consideration received from the sale
and conveyance; (b) sell and convert the assets of the Class into money and, in
connection therewith, to cause all outstanding shares of such Class to be
redeemed at their net asset value; (c) combine the assets of the Class with the
assets belonging to one or more other classes of the Company if the Board of
Directors reasonably determines that such combination will not have a material
adverse effect on the shareholders of any class participating in such
combination and, in connection therewith, to cause all outstanding shares of any
such Class to be redeemed or converted into shares of another class at their net
asset value; and (d) redeem shares of the Class for any other reason if the
Board of Directors has determined that it is in the best interest of the Company
to do so, provided that such redemption is at the net asset value of such Class.
The exercise of such authority may be subject to certain restrictions under the
1940 Act.
Shareholder Approvals. As used in this SAI and in the Prospectus, "shareholder approval" and a "majority of the outstanding shares" of a class, series or Portfolio means, with respect to the approval of an investment advisory agreement, a distribution plan or a change in the Fundamental investment limitation, the lesser of (1) 67% of the shares of the particular class, series or Portfolio represented at a meeting at which the holders of more than 50% of the outstanding shares of such class, series or
Portfolio are present in person or by proxy, or (2) more than 50% of the outstanding shares of such class, series 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 independent counsel to the Company and the Disinterested Directors.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP ("PwC"), Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, Pennsylvania 19103, serves as the Fund's independent registered public accounting firm.
KPMG LLP ("KPMG"), 757 Third Avenue, New York 10017, served as the Predecessor Fund's independent registered public accounting firm, and in that capacity audited the Predecessor Fund's annual financial statements.
FINANCIAL STATEMENTS
On April 29, 2005, the Fund acquired all the assets and assumed all of the liabilities of the Predecessor Fund, an open-end investment company with substantially identical investment policies. Prior to April 29, 2005, the Fund had no assets or investment operations.
The audited financial statements and notes thereto, and related documents are incorporated by reference herein and are included in the Fund's Annual Report to shareholders for the period ended August 31, 2005, including the financial highlights for each of the five years ended December 31, 2004, 2003, 2002, 2001 and 2000. No other parts of the Annual Report are incorporated by reference herein. The financial statements and financial highlights as of and for the period January 1, 2005 to August 31, 2005 included in the Annual Report have been audited by the Company's independent registered public accounting firm, PwC, whose report thereon also appears in the Annual Report and is incorporated by reference herein. The financial statements and financial highlights as of and for the years ended December 31, 2000 through December 31, 2004 were audited by KPMG, the Predecessor Fund's independent registered public accounting firm. Such financial statements have been incorporated herein in reliance upon such report given upon their authority as experts in accounting and auditing. Copies of the Annual Report may be obtained at no charge by telephoning PFPC at the telephone number appearing on the front page of this SAI.
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 are regarded as having 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 short-term financial obligations. Ratings may be assigned to issuers, short-term programs or individual short-term debt instruments. These obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted. The following summarizes the rating categories used by Moody's for short-term obligations:
"P-1" - Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
"P-2" - Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
"P-3" - Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
"NP" - Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Fitch Ratings, Inc. ("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.
"NR" - This designation indicates that Fitch does not publicly rate the issuer or issue in question.
The following summarizes the ratings used by Dominion Bond Rating Service Limited ("DBRS") for commercial paper and short-term debt:
"R-1 (high)" - Short-term debt rated "R-1 (high)" is of the highest
credit quality, and indicates an entity possessing an unquestioned ability to
repay current liabilities as they fall due. Entities rated in this category
normally maintain strong liquidity positions, conservative debt levels and
profitability that is both stable and above average. Companies achieving an "R-1
(high)" rating are normally leaders in structurally sound industry segments with
proven track records, sustainable positive future results and no substantial
qualifying negative factors. Given the extremely tough definition which DBRS has
established for the "R-1 (high)" category, few entities are strong enough to
achieve this rating.
"R-1 (middle)" - Short-term debt rated "R-1 (middle)" is of superior
credit quality and, in most cases, ratings in this category differ from "R-1
(high)" credits by only a small degree. Given the extremely tough definition
which DBRS has established for the "R-1 (high)" category, entities rated "R-1
(middle)" are also considered strong credits which typically exemplify above
average strength in key areas of consideration for timely repayment of
short-term liabilities.
"R-1 (low)" - Short-term debt rated "R-1 (low)" is of satisfactory credit quality. The overall strength and outlook for key liquidity, debt and profitability ratios are not normally as favorable as with higher rating categories, but these considerations are still respectable. Any qualifying negative factors which exist are considered manageable, and the entity is normally of sufficient size to have some influence in its industry.
"R-2 (high)" - Short-term debt rated "R-2 (high)" is considered to be at the upper end of adequate credit quality. The ability to repay obligations as they mature remains acceptable, although the overall strength and outlook for key liquidity, debt, and profitability ratios are not as strong as credits rated in the "R-1 (low)" category. Relative to the latter category, other shortcomings often include areas such as stability, financial flexibility, and the relative size and market position of the entity within its industry.
"R-2 (middle)" - Short-term debt rated "R-2 (middle)" is considered to be of adequate credit quality. Relative to the "R-2 (high)" category, entities rated "R-2 (middle)" typically have some combination of higher volatility, weaker debt or liquidity positions, lower future cash flow capabilities, or hold a weaker industry position. Ratings in this category would also be more vulnerable to adverse changes in financial and economic conditions.
"R-2 (low)" - Short-term debt rated "R-2 (low)" is considered to be of only just adequate credit quality, one step up from being speculative. While not yet defined as speculative, the "R-2 (low)" category signifies that although, repayment is still expected, the certainty of repayment could be impacted by a variety of possible adverse developments, many of which would be outside of the issuer's control. Entities in this area often have limited access to capital markets and may also have limitations in securing alternative sources of liquidity, particularly during periods of weak economic conditions.
"R-3 (high)," "R-3 (middle)," "R-3 (low)" - Short-term debt rated "R-3" is speculative, and within the three subset grades, the capacity for timely payment ranges from mildly speculative to doubtful. "R-3" credits tend to have weak liquidity and debt ratios, and the future trend of these ratios is also unclear. Due to its speculative nature, companies with "R-3" ratings would normally have very limited access to alternative sources of liquidity. Earnings and cash flow would typically be very
unstable, and the level of overall profitability of the entity is also likely to be low. The industry environment may be weak, and strong negative qualifying factors are also likely to be present.
"D" - Short-term debt rated "D" implies the issuer has either not met a scheduled payment or the issuer has made it clear that it will be missing such a payment in the near future. In some cases, DBRS may not assign a "D" rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the "D" rating will continue as long as the missed payment continues to be in arrears, and until such time as the rating is suspended, discontinued, or reinstated by DBRS.
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 to a 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 or preferred stock 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. A "C" rating will also be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
"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.
"N.R." - This indicates that no rating has been requested, that there is insufficient information on which to base a rating or that Standard & Poor's does not rate a particular obligation as a matter of policy
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.
The following summarizes the ratings used by Moody's for long-term debt:
"Aaa" - Obligations rated "Aaa" are judged to be of the highest quality, with minimal credit risk.
"Aa" - Obligations rated "Aa" are judged to be of high quality and are subject to very low credit risk.
"A" - Obligations rated "A" are considered upper-medium grade and are subject to low credit risk.
"Baa" - Obligations rated "Baa" are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
"Ba" - Obligations rated "Ba" are judged to have speculative elements and are subject to substantial credit risk.
"B" - Obligations rated "B" are considered speculative and are subject to high credit risk.
"Caa" - Obligations rated "Caa" are judged to be of poor standing and are subject to very high credit risk.
"Ca" - Obligations rated "Ca" are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
"C" - Obligations rated "C" are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
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 that 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. "AAA" 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. "AA" ratings denote a very low expectation of credit risk. They 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. "A" 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. "BBB" 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. "BB" 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. "B" 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. A "CC" rating indicates that default of some kind appears probable. "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 of 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" category or to categories below "CCC".
"NR" indicates that Fitch does not publicly rate the issuer or issue in question.
The following summarizes the ratings used by DBRS for long-term debt:
"AAA" - Long-term debt rated "AAA" is of the highest credit quality, with exceptionally strong protection for the timely repayment of principal and interest. Earnings are considered stable, the structure of the industry in which the entity operates is strong, and the outlook for future profitability is favorable. There are few qualifying factors present which would detract from the performance of the entity. The strength of liquidity and coverage ratios is unquestioned and the entity has established a creditable track record of superior performance. Given the extremely high standard which DBRS has set for this category, few entities are able to achieve a "AAA" rating.
"AA" - Long-term debt rated "AA" is of superior credit quality, and protection of interest and principal is considered high. In many cases, it differs from long-term debt rated "AAA" only to a small degree. Given the extremely restrictive definition DBRS has for the "AAA" category, entities rated "AA" are also considered to be strong credits which typically exemplify above-average strength in key areas of consideration and are unlikely to be significantly affected by reasonably foreseeable events.
"A" - Long-term debt rated "A" is of satisfactory credit quality. Protection of interest and principal is still substantial, but the degree of strength is less than with "AA" rated entities. While "A" is a respectable rating, entities in this category are considered to be more susceptible to adverse economic conditions and have greater cyclical tendencies than higher-rated securities.
"BBB" - Long-term debt rated "BBB" is of adequate credit quality. Protection of interest and principal is considered acceptable, but the entity is fairly susceptible to adverse changes in financial and economic conditions, or there may be other adverse conditions present which reduce the strength of the entity and its rated securities.
"BB" - Long-term debt rated "BB" is defined to be speculative and non investment-grade, where the degree of protection afforded interest and principal is uncertain, particularly during periods of
economic recession. Entities in the "BB" range typically have limited access to capital markets and additional liquidity support. In many cases, deficiencies in critical mass, diversification and competitive strength are additional negative considerations.
"B" - Long-term debt rated "B" is highly speculative and there is a reasonably high level of uncertainty as to the ability of the entity to pay interest and principal on a continuing basis in the future, especially in periods of economic recession or industry adversity.
"CCC", CC" and "C" -Long-term debt rated in any of these categories is very highly speculative and is in danger of default of interest and principal. The degree of adverse elements present is more severe than long-term debt rated "B." Long-term debt rated below "B" often has characteristics which, if not remedied, may lead to default. In practice, there is little difference between these categories, with "CC" and "C" normally used for lower ranking debt of companies for which the senior debt is rated in the "CCC" to "B" range.
"D" - Long-term debt rated "D" implies the issuer has either not met a scheduled payment of interest or principal or that the issuer has made it clear that it will miss such a payment in the near future. In some cases, DBRS may not assign a "D" rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the "D" rating will continue as long as the missed payment continues to be in arrears, and until such time as the rating is suspended, discontinued or reinstated by DBRS.
("high", "low") - Each rating category is denoted by the subcategories "high" and "low". The absence of either a "high" or "low" designation indicates the rating is in the "middle" of the category. The "AAA" and "D" categories do not utilize "high", "middle", and "low" as differential grades.
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 term (typically six months to two years). 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.
. "Positive" means that a rating may be raised.
. "Negative" means that a rating may be lowered.
. "Stable" means that a rating is not likely to change.
. "Developing" means a rating may be raised or lowered.
Moody's
Watchlist: Moody's uses the Watchlist to indicate that a rating is under review for possible change in the short-term. A rating can be placed on review for possible upgrade ("UPG"), on review for possible downgrade ("DNG") or more rarely with direction uncertain ("UNC"). A credit is removed from the Watchlist when the rating is upgraded, downgraded or confirmed.
Rating Outlooks: A Moody's rating outlook is an opinion regarding the likely direction of a rating over the medium term. Where assigned, rating outlooks fall into the following four categories: Positive ("POS"), Negative ("NEG"), Stable ("STA") and Developing ("DEV" -- contingent upon an event). In the few instances where an issuer has multiple outlooks of differing directions, an "(m)" modifier (indicating multiple, differing outlooks) will be displayed, and Moody's written research will describe any differences and provide the rationale for these differences. A "RUR" (Rating(s) Under Review) designation indicates that the issuer has one or more ratings under review for possible change, and thus overrides the outlook designation. When an outlook has not been assigned to an eligible entity, "NOO" (No Outlook) may be displayed.
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, ratings for which outlooks are "stable" could be upgraded or downgraded before an outlook moves to "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".
DBRS
Rating Trends: Each DBRS rating category is appended with one of three rating trends - "Positive", "Stable", or "Negative". The rating trend helps to give the investor an understanding of DBRS's opinion regarding the outlook for the rating in question. However, the investor must not assume that a positive or negative trend necessarily indicates that a rating change is imminent.
Rating Actions: In addition to confirming or changing ratings, other DBRS rating actions include:
(1) Suspended Ratings. Rating opinions are forward looking. While a rating will consider the historical performance of an issuer, a rating is an assessment of the issuer's future ability and willingness to meet outstanding obligations. As such, for a complete credit quality assessment, DBRS normally requires the cooperation of the issuer so that management strategies and projections may be evaluated and qualified.
Since the availability of such information is critical to the rating assessment, any reluctance in management's willingness to supply such information (either perceived or actual) may cause a rating to be changed or even suspended. The eventual action will depend upon DBRS's assessment of the degree of accuracy of a rating, possibly without the cooperation of management. Suspended ratings indicate that an issuer still has outstanding debt, but DBRS no longer provides a current rating opinion on the credit quality of that outstanding debt.
(2) Discontinued Ratings. When an entity retires all, or virtually all, of its outstanding debt within a particular category and has no plans to re-issue in the near future (e.g. commercial paper, long-term debt or preferred shares), DBRS may discontinue its rating. Other less common circumstances where DBRS may also discontinue ratings include situations where the rated debt is no longer in the public market, where a defeasance structure removes the credit risk of the issuer as a consideration or where the debt comes to be held by a few large institutions that do not require ongoing DBRS ratings.
(3) Ratings "Under Review." In practice, DBRS maintains continuous surveillance of the entities it rates and therefore all ratings are always under review. Accordingly, when a significant event occurs that directly impacts the credit quality of a particular entity or group of entities, DBRS will attempt to provide an immediate rating opinion. However, if there is high uncertainty regarding the outcome of the event, and DBRS is unable to provide an objective, forward-looking opinion in a timely fashion, then the rating(s) of the issuer(s) will be placed "Under Review" since they may no longer be appropriate and can no longer be relied upon.
Ratings which are "Under Review" are qualified with one of the following three provisional statements: "negative implications", "positive implications", or "developing implications". These qualifications indicate DBRS's preliminary evaluation of the impact on the credit quality of the security/issuer. Although the three provisional statements may provide some guidance to subscribers, situations and potential rating implications may vary widely and DBRS's final rating conclusion may depart from its preliminary assessment. For each of these three provisional statements, further due diligence has to be completed in order to determine the applicable rating. In this respect, and while the previous rating may no longer be appropriate and can no longer be relied upon to gauge credit quality, the three provisional statements are an attempt to provide initial guidance as to possible rating outcomes after the due diligence process has been completed and DBRS has finalized its view.
Municipal Note Ratings
A Standard & Poor's U.S. municipal note rating reflects the liquidity factors and market access risks unique to notes due in three years or less. Notes maturing beyond three years will most likely receive a long-term debt rating. 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.
Moody's uses three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade ("MIG") and are divided into three levels - "MIG-1" through "MIG-3". In addition, those short-term obligations that are of speculative quality are designated "SG", or speculative grade. MIG ratings expire at the maturity of the obligation. The following summarizes the ratings used by Moody's for these short-term obligations:
"MIG-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" - This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
"MIG-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 may lack sufficient margins of protection.
In the case of variable rate demand obligations ("VRDOs"), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation rating. 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 ability to receive purchase price upon demand ("demand feature"), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or "VMIG" rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated "NR", e.g., "Aaa/NR" or "NR/VMIG-1".
VMIG rating expirations are a function of each issue's specific structural or credit features.
"VMIG-1" - This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
"VMIG-2" - This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
"VMIG-3" - This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
"SG" - This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
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, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The issue credit rating is not a recommendation to purchase, sell or hold a financial obligation inasmuch as it does not comment as to market price or suitability for a particular investor. Credit ratings may be changed, suspended or withdrawn as a result of changes in, or unavailability of, information or based on other circumstances.
Moody's credit ratings must be construed solely as statements of opinion and not as statements of fact or recommendations to purchase, sell or hold any securities.
Fitch credit ratings are an opinion on the ability of an entity or a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, 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. Fitch credit ratings are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of any payments of any security. The ratings are based on information from issuers, other obligors, underwriters, their experts and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.
DBRS credit ratings are not buy, hold or sell recommendations, but rather the result of qualitative and quantitative analysis focusing solely on the credit quality of the issuer and its underlying obligations.
APPENDIX B
Prototype Retirement Plans
The Funds may make available a variety of prototype retirement plans, including employer-sponsored profit sharing plans and Individual Retirement Accounts ("IRAs") including Roth IRAs and simplified employee pension ("SEP") IRAs.
Retirement Plans for Employers. Retirement plans ("Employer Retirement Plans") are available for those entities or self-employed individuals who wish to purchase shares in the Fund in connection with a money purchase plan or a profit sharing plan maintained by their employer. The Employer Retirement Plans were designed to conform to the requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Employer Retirement Plans received opinion letters from the Internal Revenue Service (the "IRS") on August 7, 2001 that the form of the Employer Retirement Plans is acceptable under Section 401 of the Code.
Mellon Bank N.A. (formerly Boston Safe Deposit and Trust Company) serves as the Employer Retirement Plan's Custodian under a Custodial Agreement. Custodian fees which are payable by the employer to the Retirement Plan's Custodian under such Custodial Agreement are a $10 application fee for processing the Retirement Plan application, an annual maintenance fee of $15 per participant, and a distribution fee of $10 for each distribution from a participant's account. Such fees may be altered from time to time by agreement of the employer and the Retirement Plan's Custodian. There are limitations on contributions to and conditions on withdrawals from such Employer Retirement Plans. For further details see the terms and eligibility conditions of the Employer Retirement Plans which are available from the Funds.
Employers who contemplate adoption of an Employer Retirement Plan should consult their own attorney and financial advisers regarding all aspects of the Plan as a retirement plan vehicle (including fiduciary obligations under ERISA).
IRAs (including Roth IRAs and SEP_IRAs). Mellon Bank N.A. serves as custodian for IRAs using any of the Fund's shares as the underlying investment. Mellon Bank N.A. will charge an acceptance fee of $10 for each new IRA and an annual maintenance fee of $15 for each year that an IRA is in existence. There is a $10 fee for processing a premature distribution. These fees will be deducted from the IRA account and may be changed by the Custodian upon 30 days' prior notice.
To establish an IRA for investment in the Fund's shares, an investor (or an employer and employee in the case of a SEP-IRA) must complete an application and a custodial agreement that includes the applicable IRS Forms (which have been supplemented to provide certain additional custodial provisions) and must make an initial cash contribution to the IRA, subject to applicable limitations on contributions.
Detailed information on traditional IRAs, Roth IRAs and SEP-IRAs, together with the necessary form of application and custodial agreement, is available from the Trust and should be studied carefully by persons interested in utilizing the Fund for traditional or Roth IRA investments. Such persons should also consult their own attorney and financial advisers regarding all aspects of the funds as an appropriate IRA investment vehicle, including limitations on contributions and restrictions on withdrawals.
APPENDIX C
WEISS PECK AND GREER
PROXY POLICY
September, 2004
1) The Board of Directors
a) Voting on Director Nominees in Uncontested Elections
Votes on director nominees are made on a case-by-case basis, examining the following factors:
. long-term corporate performance record relative to a market index;
. composition of board and key board committees;
. corporate governance provisions and takeover activity;
. nominee's attendance at meetings;
. nominee's investment in the company;
. whether a retired CEO sits on the board;
. whether the chairman is also serving as CEO; and
. whether the nominee is an inside director and the full board serves as
the audit, compensation, or nominating committee or the company does not
have one of these committees.
In the following situations, votes on director nominees will be withheld:
. nominee attends less than 75 percent of the board and committee meetings
without a valid excuse;
. nominee implements or renews a dead-hand or modified dead-hand poison
pill;
. nominee ignores a shareholder proposal that is approved by a majority of
shares outstanding;
. nominee ignores a shareholder proposal that is approved by a majority of
the votes cast (1 yr. Look-back)
. nominee has failed to act on takeover offers where the majority of the
shareholders have tendered their shares;
. nominee is an inside director or affiliated outsider and sits on the
audit, compensation, or nominating committees;
. nominee is an inside director or affiliated outsider and the majority of
the board is not independent;
. nominee is an audit committee member when a company's non-audit fees are
greater than 50% of all fees paid; and,
. nominee has enacted egregious corporate governance policies or failed to
replace management as appropriate.
b) Chairman and CEO are the Same Person
We vote for non-binding shareholder proposals that would require the positions of chairman and CEO to be held by different persons. We vote against binding proposals to separate chairman and CEO.
c) Majority of Independent Directors
We vote for shareholder proposals that request that the board be composed of a majority of independent directors.
We vote for shareholder proposals that request that the board audit, compensation and/or nominating committees be composed exclusively of independent directors.
d) Stock Ownership Requirements
We vote against shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.
We vote for management and shareholder proposals requiring directors be partially or fully paid in stock.
e) Term of Office
We vote against shareholder proposals to limit the tenure of outside directors. Term limits pose artificial and arbitrary impositions on the board and could harm shareholder interests by forcing experienced and knowledgeable directors off the board.
f) Age Limits
We vote against shareholder proposals to impose a mandatory retirement age for outside directors.
g) Director and Officer Indemnification and Liability Protection
Proposals concerning director and officer indemnification and liability protection are evaluated on a case-by-case basis.
We vote against proposals to limit or eliminate director and officer liability for monetary damages for violating the duty of care.
We vote against indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness.
We vote for only those proposals that provide such expanded coverage in cases when a director's or officer's legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) only if the director's legal expenses would be covered.
h) Charitable Contributions
We vote against shareholder proposals to eliminate, direct or otherwise restrict charitable contributions.
2) Proxy Contests
a) Voting for Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a case-by-case basis, considering the following factors:
. long-term financial performance of the target company relative to its
industry;
. management's track record;
. background to the proxy contest;
. qualifications of director nominees (both slates);
. evaluation of what each side is offering shareholders as well as the
likelihood that the proposed objectives and goals can be met; and o
stock ownership positions.
b) Reimburse Proxy Solicitation Expenses
Decisions to provide full reimbursement for dissidents waging a proxy contest are voted against.
3) Auditors
a) Ratifying Auditors
Proposals to ratify auditors are made on a case-by-case basis.
We vote against the ratification of auditors when the company's non-audit fees (ex. Consulting) are greater than 25% of total fees paid to the auditor.
We withhold votes from audit-committee members when the company's non-audit fees (ex. Consulting) are greater than 50% of total fees paid to the auditor.
Audit Fees = statutory audit fees + audit related fees + permissible tax
services (this excludes tax strategy)
Non-Audit Fees = other fees (ex. Consulting)
4) Proxy Contest Defenses
a) Board Structure: Staggered vs. Annual Elections
We vote against proposals to classify the board.
We vote for proposals to repeal classified boards and to elect all directors annually.
b) Shareholder Ability to Remove Directors
We vote against proposals that provide that directors may be removed only for cause.
We vote for proposals to restore shareholder ability to remove directors with or without cause.
We vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.
We vote for proposals that permit shareholders to elect directors to fill board vacancies.
c) Cumulative Voting
We vote against proposals to eliminate cumulative voting.
We generally vote for proposals to restore or permit cumulative voting.
d) Shareholder Ability to Call Special Meetings
We vote against proposals to restrict or prohibit shareholder ability to call special meetings.
We vote for proposals that remove restrictions on the right of shareholders to act independently of management.
e) Shareholder Ability to Act by Written Consent
We vote against proposals to restrict or prohibit shareholder ability to take action by written consent.
We vote for proposals to allow or make easier shareholder action by written consent.
f) Shareholder Ability to Alter the Size of the Board
We vote for proposals that seek to fix the size of the board.
We vote against proposals that give management the ability to alter the size of the board without shareholder approval.
5) Tender Offer Defenses
a) Poison Pills
We vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.
We vote for shareholder proposals to redeem a company's poison pill. We vote against management proposals to ratify a poison pill.
b) Fair Price Provisions
We vote proposals to adopt fair price provisions on a case-by-case basis, evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.
We vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.
c) Greenmail
We vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company's ability to make greenmail payments.
We review on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
d) Pale Greenmail
We review on a case-by-case basis restructuring plans that involve the payment of pale greenmail.
e) Unequal Voting Rights
We vote against dual class exchange offers.
We vote against dual class recapitalizations.
f) Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws
We vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.
We vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
g) Supermajority Shareholder Vote Requirement to Approve Mergers
We vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.
We vote for shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.
h) White Squire Placements
We vote for shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.
6) Miscellaneous Governance Provisions
a) Confidential Voting
We vote for shareholder proposals that request corporations to adopt confidential voting, to use independent tabulators, and to use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.
We vote for management proposals to adopt confidential voting.
b) Equal Access
We vote for shareholder proposals that would allow significant company shareholders equal access to management's proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.
c) Bundled Proposals
We review on a case-by-case basis bundled or "conditioned" proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders' best interests, we vote against the proposals. If the combined effect is positive, we support such proposals.
d) Shareholder Advisory Committees
We vote against proposals to establish a shareholder advisory committee.
7) Capital Structure
a) Common Stock Authorization
We review on a case-by-case basis proposals to increase the number of shares of common stock authorized for issue.
We vote against proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual-class capitalization structures.
We vote against proposals which request increases in the number of authorized shares over a level 50 percent above currently authorized shares, after taking into account any stock split or financing activity.
b) Capital Issuance Requests
General issuance requests under both authorized and conditional capital systems allow companies to issue shares to raise funds for general financing purposes. Issuances can be carried out with or without preemptive rights. Corporate law in many countries recognizes preemptive rights and requires shareholder approval for the disapplication of such rights.
We vote for general issuance requests with preemptive rights for up to 50 percent of a company's outstanding capital.
We vote for general issuance requests without preemptive rights for up to 10 percent of a company's outstanding capital.
Specific issuance requests will be judged on their individual merits.
c) Stock Distributions: Splits and Dividends
We vote for management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance given a company's industry and performance in terms of shareholder returns.
d) Reverse Stock Splits
We vote for management proposals to implement a reverse stock split when the number of shares will be proportionately reduced to avoid delisting.
We vote case-by-case on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue.
e) Preferred Stock
We vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights ("blank check" preferred stock).
We vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense.
We vote for proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
We vote case-by-case on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company's industry and performance in terms of shareholder returns.
f) Adjustments to Par Value of Common Stock
We vote for management proposals to reduce the par value of common stock.
g) Preemptive Rights
We vote for proposals to create preemptive rights.
We vote against proposals to eliminate preemptive rights.
h) Debt Restructurings
We review on a case-by-case basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan. We consider the following issues:
. Dilution -- How much will ownership interest of existing shareholders be
reduced, and how extreme will dilution to any future earnings be?
. Change in Control -- Will the transaction result in a change in control
of the company?
. Bankruptcy -- Generally, we approve proposals that facilitate debt
restructurings unless there are clear signs of self-dealing or other abuses.
i) Share Repurchase Programs
We vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
j) Tracking Stock
We vote on the creation of tracking stock on a case-by-case basis, weighing the strategic value of the transaction against such factors as:
. adverse governance charges
. excessive increases in authorized capital stock
. unfair method of distribution
. diminution of voting rights
. adverse conversion features
. negative impact on stock option plans
. other alternatives such as spinoff
8) Executive and Director Compensation
Votes with respect to compensation plans are determined on a case-by-case basis.
We vote against plans that contain:
. Voting power dilution greater than 12%?
. Plans that provide too much discretion to directors.
. Plans that reflect exercise price of less than 100% of market value.
(Note: For broad-based plans employee plans, we will accept 15% discount.)
. Plans that allow the repricing of underwater stock options without
shareholder approval.
a) Management Proposals Seeking Approval to Reprice Options
We vote on management proposals seeking approval to reprice options on a case-by-case basis.
b) Director Compensation
We vote on stock based plans for directors on a case-by-case basis.
c) Employee Stock Purchase Plans
We vote on employee stock purchase plans on a case-by-case basis.
d) OBRA-Related Compensation Proposals:
. Amendments that Place a Cap on Annual Grants or Amend Administrative Features
We vote for plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.
. Amendments to Added Performance -Based Goals
We vote for amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.
. Amendments to Increase Shares and Retain Tax Deductions Under OBRA
We evaluate votes on amendments to existing plans to increase shares reserved
and to qualify the plan for favorable tax treatment under the provisions of
Section 162(m) on a case-by-case basis.
. Approval of Cash or Cash-and-Stock Bonus Plans
We vote on cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA on a case-by-case basis.
We generally vote against plans with excessive awards (2 million cap).
e) Shareholder Proposals to Limit Executive and Director Pay
We generally vote for shareholder proposals that seek additional disclosure of executive and director pay information.
We vote against all other shareholder proposals that seek to limit executive and director pay.
f) Golden and Tin Parachutes
We vote for shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.
We vote against golden parachutes.
g) Employee Stock Ownership Plans (ESOPs)
We vote for proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is "excessive" (i.e., generally greater than five percent of outstanding shares).
h) 401(k) Employee Benefit Plans
We vote for proposals to implement a 401(k) savings plan for employees.
i) Pension Plan Income and Performance-Based Compensation
Generally we vote for proposals to exclude earnings on assets of company sponsored pension plans in determining executive and director compensation. Our position generally does not view the following factors as relevant: (1) the amount of pension plan earnings, and (2) the percentage, if any, such pension plan earnings contribute to the company's pre-tax earnings.
9) State of Incorporation
a) Voting on State Takeover Statutes
We review on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti- greenmail provisions, and disgorgement provisions).
b) Voting on Reincorporation Proposals
Proposals to change a company's state of incorporation are examined on a case-by-case basis.
10) Mergers and Corporate Restructurings
a) Mergers and Acquisitions
Votes on mergers and acquisitions are considered on a case-by-case basis, taking into account at least the following:
. anticipated financial and operating benefits;
. offer price (cost vs. premium);
. prospects of the combined companies;
. how the deal was negotiated; and
. changes in corporate governance and their impact on shareholder rights.
b) Corporate Restructuring
Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyouts, spin-offs, liquidations, and asset sales are considered on a case-by-case basis.
c) Spin-offs
Votes on spin-offs are considered on a case-by-case basis depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.
d) Asset Sales
Votes on asset sales are made on a case-by-case basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.
e) Liquidations
Votes on liquidations are made on a case-by-case basis after reviewing management's efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.
f) Appraisal Rights
We vote for proposals to restore, or provide shareholders with, rights of appraisal.
g) Changing Corporate Name
We vote for changing the corporate name.
11) Corporate Governance and Conduct
In general, we support shareholder proposals that promote good corporate citizenship while enhancing long-term shareholder value. Proposals that present an egregious economic impact will not be supported.
. We support the adoption of labor standards and codes of conduct for
foreign and
. domestic suppliers as ways to protect brands and manage risk.
. We support reporting on countries with human rights abuses as ways to
protect and
. manage risk.
. We support CERES Principles, environmental reporting and MacBride
Principles.
. We support high-performance workplace standards. o We support fair
lending guidelines and disclosure at financial companies.
. We support reporting on equal opportunity and diversity.
. We oppose resolutions that would fundamentally affect company
performance and
. competitive increase of shareholder value.
WEISS PECK AND GREER
PROXY PROCEDURES
1) Introduction
WPG generally is responsible for voting proxies with respect to securities held in client accounts, including clients that are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Our authority to vote proxies is established by our advisory contracts or other comparable documents, and our policies and procedures have been developed in accordance with these contractual obligations. This document sets forth our procedures with respect to proxy voting as well as the steps we have taken to comply with SEC Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended ("Advisers Act"). Specifically, Rule 206(4)-6 requires that we:
. Adopt and implement written policies and procedures reasonably designed
to ensure that we vote client securities in the best interest of clients;
. Describe our proxy voting policies and procedures to clients and furnish
them with a copy on request; and
. Disclose to clients how they may obtain information from us about how we
voted proxies for their securities.
a) Objective
When given responsibility for voting proxies, WPG takes reasonable steps under the circumstances to ensure that proxies are voted in the best interest of our clients. This generally means voting proxies with a view toward enhancing the economic value of stock held in clients' accounts. In the case of social and political responsibility issues that, in our opinion, do not primarily involve financial considerations, it is our objective to support shareholder proposals that we believe promote good corporate citizenship while enhancing long-term shareholder value.
b) Arrangements with Institutional Shareholder Services ("ISS")
To assist us in carrying out our responsibilities with respect to proxy activities, we subscribe to ISS, a third party corporate governance research service that provides an in-depth proxy research, ballot voting, recordkeeping, and vote-reporting service. A dedicated team of research analysts at ISS reviews all proxy proposals for securities held in client accounts and votes the proposals in accordance with WPG's Proxy Voting Policies (the "Guidelines"), described below. Ballots are then cast by ISS on behalf of WPG's clients. ISS maintains all necessary proxy voting records and will prepare reports concerning how votes were cast for particular clients on request. Although we may consider ISS' recommendations on proxy issues, WPG bears ultimate responsibility for proxy voting decisions.
c) WPG's Proxy Voting Guidelines
When making proxy-voting decisions, we generally adhere to our Guidelines, as revised from time to time by our Proxy Voting Committee (the "Committee").
Our Guidelines were developed in conjunction with ISS and predominantly follow a combination of ISS' standard and Taft-Hartley guidelines. We have identified for ISS certain routine issues that enable them to vote in a consistent manner with regard to these proposals. In addition, we have outlined certain
criteria for addressing non-routine issues. ISS performs in-depth research and analysis and, where required by the Guidelines, performs a case-by-case evaluation prior to casting a ballot on our behalf. Although WPG has instructed ISS to vote in accordance with the Guidelines, WPG retains the right to deviate from those Guidelines if, in its estimation, doing so would be in the best interest of clients. In addition, there may be situations in which the Guidelines do not address particular proxy voting proposals.
The Guidelines are described generally in our Form ADV, Part II and are made available to clients on request.
d) Role of WPG's Proxy Policy Committee
WPG's Proxy Policy Committee is comprised of portfolio managers covering the market capitalization spectrum, as well as a representative from the compliance and client service departments. The Committee establishes the Guidelines and updates the Guidelines as necessary, but no less frequently than annually. In addition, the Committee, in its sole discretion, may delegate certain functions to internal departments and/or engage third-party vendors to assist in the proxy voting process. Finally, selected members of the Committee will be responsible for evaluating and resolving conflicts of interest relating to WPG's proxy voting process.
e) Role of WPG's Operations Department
WPG's Operations Department is primarily responsible for ensuring ISS receives, processes, and voting proxies in accordance with our Guidelines for securities held in client accounts. Once a client account is established, the Operations Department will arrange for the client's custodian to forward proxy materials to ISS. In addition, WPG provides ISS with a nightly electronic holdings file so ISS can ensure timely receipt of proxy materials from custodians on an ongoing basis. Finally, the Operations Department, with the assistance of the Proxy Committee Chairman, conducts comprehensive proxy audits twice annually as detailed in the Operations Department Proxy Procedures. These proxy audits are designed to ensure that proxy materials for client accounts are sent to ISS and that proxy proposals are voted in accordance with the Guidelines.
f) Accounts for Which WPG Has Proxy Voting Responsibility
WPG generally is responsible for voting proxies with respect to accounts over which we exercise discretion. Our investment advisory agreements provide that we are responsible for proxy voting unless the client has directed us to the contrary in writing.
g) Adherence to Client Proxy Voting Policies
From time to time our clients will provide WPG with their own proxy voting policy. We have found that client policies generally are comparable to WPG's Policies. Any material differences are addressed directly with the client on a case-by-case basis.
h) Non-Voting of Proxies
WPG will make every attempt to vote proxies in accounts over which we exercise proxy voting discretion, but there may be instances when we are unable or unwilling to do so because of legal or
operational difficulties or because we believe the administrative burden and/or associated cost exceeds the expected benefit to a client. Such instances may include, but are not limited to, the voting of:
. Securities out on loan pursuant to a securities lending arrangement that
the client has entered into with their custodian;
. Securities of foreign issuers;
. Securities held on record date but sold prior to the company's meeting
date;
. Legacy securities that we intend to sell in order to reposition an
account at the inception of a
. new investment advisory relationship; or
. Proxy solicitations that occur during transitions in investment advisers
or changes in custodians.
It is not WPG's practice to invest assets in advised accounts into mutual funds or other pooled investment vehicles affiliated with WPG (e.g., for which WPG serves as investment adviser) ("Affiliated Funds"). However, if we do invest client assets in Affiliated Funds, we may be required to refrain from voting proxies solicited by such Affiliated Funds. Alternatively, we may (unless in the particular situation voting in such a manner would be imprudent or otherwise inconsistent with applicable law) vote shares for each proxy proposal in proportion to the respective client's interest in the Affiliated Fund.
i) Shareholder Activism
WPG generally does not actively engage in soliciting proxies or supporting or opposing matters before shareholders. However, we may engage in a dialogue with management or take other actions with regard to a particular proxy proposal if we believe the benefit to shareholders exceeds the cost of such activity.
j) Disclosures of Proxy Voting Intentions
From time-to-time WPG may be contacted by proxy solicitors, security issuers, or clients regarding a particular proxy proposal. While we do not intend to restrict communications in the ordinary course of business with clients for whom we vote proxies, it is generally WPG's position not to discuss the specifics of particular proxy proposals or how we intend to vote proposals with any third parties. However there may be occasions when it is advantageous for members of our research or portfolio management team to review a proposal with an issuer to ensure we have a valid understanding of the proposal's economic impact.
k) Conflicts
ISS is a third-party service provider engaged to make recommendations and to vote proxies in accordance with WPG's predetermined Guidelines. Because we vote proxies based on predetermined Guidelines, we believe clients are sufficiently insulated from any actual or perceived conflicts WPG may encounter between our interests and those of our clients. However, we may deviate from the Guidelines where, in our estimation, doing so would be in the best financial interest of our clients. In addition, there may be situations in which WPG cannot rely on its predetermined Guidelines because, for example, the Guidelines do not address a particular proxy voting proposal. If a member of our research or portfolio management team recommends that we vote a particular proxy proposal in a manner inconsistent with the Guidelines, our Guidelines do not address a particular proxy voting proposal or ISS cannot assist us in evaluating a particular proxy voting proposal, we will adhere to
certain procedures designed to ensure that the decision to vote the proposal at issue is based on the best interest of WPG's clients. These procedures are as follows:
Step 1: The individual requesting a deviation from the Guidelines or otherwise recommending how WPG should vote in a particular case (e.g., if the Guidelines do not address the type of proposal or ISS cannot provide assistance) will complete and certify WPG's Proxy Conflicts Questionnaire (the "Questionnaire"). The Questionnaire seeks to identify whether the Adviser, its affiliates or its or their respective officers, directors, employees may have a business or personal relationship with any participant in a proxy contest, the issuer itself or the issuer's pension plan, corporate directors or candidates for directorship that may not be readily apparent.
Step 2: In the case of a proposed deviation from the Guidelines, the individual requesting the deviation will submit written documentation of the economic rationale and other factors supporting his or her request to the Chairman of the Committee. The Chairman must approve this rationale prior to any further consideration of the deviation from the Guidelines. If the Guidelines do not address a particular proxy voting proposal or ISS cannot provide assistance in evaluating a proposal, the individual recommending how WPG should vote in the particular case will submit written documentation of the economic rationale and other factors supporting his or her recommendation to the Chairman of the Committee. The Chairman, along with such other members of the Committee or internal research or portfolio management personnel as the Chairman believes are appropriate, will review the recommendation and determine how WPG will vote.
Step 3: Based on the responses to the Questionnaire, the Committee (or a subset of the Committee) will determine if there is any actual or perceived conflict of interest between WPG's interests and those of its clients. If there is a conflict of interest, the Committee (or a subset of the Committee) will determine whether the conflict is "material" based on the nature of the business or personal relationship, tie specific proxy proposal and such other factors or criteria as the Committee representatives determine are relevant. In the event of any uncertainty relating to the presence of a conflict of interest or whether a conflict is material, the Director of Compliance may consult internal research or portfolio management personnel as well as outside counsel, as appropriate.
Step 4: If a material conflict of interest is found to exist, WPG will vote the proxy proposal in any of the following manners:
. Refer Proposal to the Client - WPG may refer the proposal to the client
and obtain instructions from the client on how to vote the proxy relating to
that proposal.
. Obtain Client Consent to WPG's Recommendation - If WPG is in a position
to disclose the conflict to the client (i.e., such information is not
confidential), WPG may determine how it proposes to vote the proposal on which
it has a conflict, fully disclose the nature of the conflict to the client, and
obtain the client's consent to how WPG will vote on the proposal (or otherwise
obtain instructions from the client on how the proxy on the proposal should be
voted).
. Use an Independent Third Party - Subject to any client imposed proxy
voting policies, WPG may use an independent third party to recommend how to vote
particular proposals that involve a conflict of interest. Such recommendation
may be based on the third party's predetermined proxy voting policies (so long
as the subject matter of the proposal is specifically addressed in the
guidelines) or independent research conducted by the third party.
. WPG also may resolve any material conflict in such other manner as WPG believes is appropriate, including by making its own determination that the particular vote is, notwithstanding the conflict, in the best interest of clients.
Step 5: The Committee will document the decisions set forth above and the basis for each such decision.
In the absence of the Chairman of the Committee, his or her responsibilities under this Section K will be performed by one or more of the portfolio managers responsible for the accounts in which the applicable security position is held, in consultation with the Director of Research.
l) Reports
A copy of WPG's Proxy Voting Procedures, as updated from time-to-time, as well as information regarding the voting of securities for each client account is available on request from the client service manager assigned to the account. If requested, WPG will provide clients with periodic reports on proxy voting decisions for securities in their accounts, in such forms or intervals as reasonably requested.
m) Recordkeeping
WPG, in conjunction with ISS, will maintain records in accordance with the requirements of Rule 204-2 of the Advisers Act.
WEISS PECK AND GREER
PROXY VOTING CONFLICT OF INTEREST QUESTIONNAIRE
Issuer:
Proxy Proposal:
1) How did this particular proposal come to your attention?
2) Is the issuer known to be:
a) One of WPG's current clients?
b) A current client of a WPG affiliate?
c) A prospect one of the above either WPG or any affiliate is actively
pursuing for investment advisory or other services?
d) One of WPG's vendors or service providers?
e) A pension consultant or other person who directs business to WPG?
If the answer is "yes" to any of the above, please provide a detailed explanation of the relationship:
3) Are you aware of any business or personal relationship that WPG or its affiliates may have with:
a) an executive at the issuer
b) a director of the issuer
c) a person who is a candidate to be a director of the issuer d) a
participant in the proxy contest
d) a proponent of the proxy proposal
If the answer is "yes" to any of the above, please provide a detailed explanation of the relationship:
4) Please describe any business or personal relationship that you or anyone in your immediate family or your household may have with:
a) an executive at the issuer
b) a director of the issuer
c) a person who is a candidate to be a director of the issuer d) a
participant in the proxy contest
d) a proponent of the proxy proposal
5) Have you been contacted by internal or external parties seeking to influence WPG's vote with respect to the proxy proposal? If "yes," please provide a detailed explanation.
6) Are you aware of any other conflict between the interests of WPG and those of its clients that may arise in connection with this proxy proposal? If "yes," please provide a detailed explanation.
* * *
I certify I have answered the above questions accurately to the best of my knowledge after reasonable inquiry.
Signed:
Printed Name:
Date:
REVIEWED BY:
Signed:
Printed Name:
Date:
THE RBB FUND, INC.
PEA 100
PART C: OTHER INFORMATION
Item 23. EXHIBITS
(a) Articles of Incorporation.
(1) Articles of Incorporation of Registrant are 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) Articles Supplementary of Registrant are 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.
(3) Articles of Amendment to Articles of Incorporation of Registrant
are 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.
(4) Articles Supplementary of Registrant are 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.
(5) Articles Supplementary of Registrant are 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) Articles Supplementary of Registrant are 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) Articles Supplementary of Registrant are 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.
(8) Articles Supplementary of Registrant are 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.
(9) Articles Supplementary of Registrant are 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.
(10) Articles Supplementary of Registrant are 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.
(11) Articles Supplementary of Registrant are 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.
|
(12) Articles Supplementary of Registrant are 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.
(13) Articles Supplementary of Registrant are 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) Articles Supplementary of Registrant are 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.
(15) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 27 to the Registrant's
Registration Statement (No. 33-20827) filed on March 31, 1995.
(16) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 34 to the Registrant's
Registration Statement (No. 33-20827) filed on May 16, 1996.
(17) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 39 to the Registrant's
Registration Statement (No. 33-20827) filed on October 11, 1996.
(18) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 45 to the Registrant's
Registration Statement (No. 33-20827) filed on May 9, 1997.
(19) Articles of Amendment to Charter of the Registrant are
incorporated herein by reference to Post-Effective Amendment No.
46 to the Registrant's Registration Statement (No. 33-20827)
filed on September 25, 1997.
(20) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 46 to the Registrant's
Registration Statement (No. 33-20827) filed on September 25,
1997.
(21) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 63 to the Registrant's
Registration Statement (No. 33-20827) filed on December 14,
1998.
(22) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 63 to the Registrant's
Registration Statement (No. 33-20827) filed on December 14,
1998.
(23) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 60 to the Registrant's
Registration Statement (No. 33-20827) filed on October 29, 1998.
(24) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 60 to the Registrant's
Registration Statement (No. 33-20827) filed on October 29, 1998.
(25) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 67 to the Registrant's
Registration Statement (No. 33-20827) filed on September 30,
1999.
(26) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 69 to the Registrant's
Registration Statement (No. 33-20827) filed on December 1, 1999.
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(27) Articles of Amendment to Charter of the Registrant are
incorporated herein by reference to Post-Effective Amendment No.
71 to the Registrant's Registration Statement (No. 33-20827)
filed on December 29, 2000.
(28) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 71 to the Registrant's
Registration Statement (No. 33-20827) filed on December 29,
2000.
(29) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 71 to the Registrant's
Registration Statement (No. 33-20827) filed on December 29,
2000.
(30) Articles of Amendment to Charter of the Registrant are
incorporated herein by reference to Post-Effective Amendment No.
71 to the Registrant's Registration Statement (No. 33-20827)
filed on December 29, 2000.
(31) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 73 to the Registrant's
Registration Statement (No. 33-20827) filed on March 15, 2001.
(32) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 77 to the Registrant's
Registration Statement (No. 33-20827) filed on May 15, 2002.
(33) Articles of Amendment to Charter of the Registrant are
incorporated herein by reference to Post-Effective Amendment No.
77 to the Registrant's Registration Statement (No. 33-20827)
filed on May 15, 2002.
(34) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 78 to the Registrant's
Registration Statement (No. 33-20827) filed on May 16, 2002.
(35) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 79 to the Registrant's
Registration Statement (No. 33-20827) filed on September 18,
2002.
(36) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 84 to the Registrant's
Registration Statement (No. 33-20827) filed on December 29,
2003.
(37) Articles of Amendment to Charter of the Registrant are
incorporated herein by reference to Post-Effective Amendment No.
89 to the Registrant's Registration Statement (No. 33-20827)
filed on December 30, 2004.
(38) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 93 to the Registrant's
Registration Statement (No. 33-20827) filed on March 4, 2005.
(39) Certificate of Correction of Registrant is incorporated herein
by reference to Post-Effective Amendment No. 95 to the
Registrant's Registration Statement (No. 33-20827) filed on
March 23, 2005.
(40) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 95 to the Registrant's
Registration Statement (No. 33-20827) filed on March 23, 2005.
(41) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 96 to the Registrant's
Registration Statement (No. 33-20827) filed on June 6, 2005.
(42) Articles of Amendment of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 97 to the Registrant's
Registration Statement (No. 33-20827) filed on August 19, 2005.
(43) Articles Supplementary of Registrant are incorporated herein by
reference to Post-Effective Amendment No. 99 to the Registrant's
Registration Statement (No. 33-20827) filed on September 27,
2005.
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(b) By-Laws.
(1) By-Laws, as amended are incorporated herein by reference to
Post-Effective Amendment No. 89 to the Registrant's Registration
Statement (No. 33-20827) filed on December 30, 2004.
(c) Instruments Defining Rights of Security Holders.
(1) See Articles VI, VII, VIII, IX and XI of Registrant's Articles
of 1 Incorporation dated February 17, 1988 which are
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) See Articles II, III, VI, XIII, and XIV of Registrant's By-Laws
as amended through April 26, 1996 which are incorporated herein
by reference to Post-Effective Amendment No. 34 to the
Registrant's Registration Statement (No. 33-20827) filed on May
16, 1996.
(d) Investment Advisory Contracts.
(1) Investment Advisory Agreement (Money Market) between Registrant
and Provident Institutional Management Corporation, dated as of
August 16, 1988 is 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.
(2) Sub-Advisory Agreement (Money Market) between Provident
Institutional Management Corporation and Provident National
Bank, dated as of August 16, 1988 is 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.
(3) Assumption Agreement (Money Market Fund) between PNC Bank, N.A.
and BlackRock Institutional Management Corporation (formerly PNC
Institutional Management Corporation) dated April 29, 1998 is
incorporated herein by reference to Post-Effective Amendment No.
67 to the Registrant's Registration Statement (No. 33-20827)
filed on September 30, 1999.
(4) Investment Advisory Agreement (Boston Partners Large Cap Value
Fund) between Registrant and Boston Partners Asset Management,
L.P. is incorporated herein by reference to Post-Effective
Amendment No. 83 to the Registrant's Registration Statement (No.
33-20827) filed on April 8, 2003.
(5) Investment Advisory Agreement (Boston Partners Mid Cap Value
Fund) between Registrant and Boston Partners Asset Management,
L.P. is incorporated herein by reference to Post-Effective
Amendment No. 83 to the Registrant's Registration Statement (No.
33-20827) filed on April 8, 2003.
(6) Investment Advisory Agreement (Schneider Small Cap Value Fund)
between Registrant and Schneider Capital Management Company is
incorporated herein by reference to Post-Effective Amendment No.
60 to the Registrant's Registration Statement (No. 33-20827)
filed on October 29, 1998.
(7) Investment Advisory Agreement (Boston Partners Small Cap Value
Fund II - formerly Micro Cap Value) between Registrant and
Boston Partners Asset Management, L.P. is incorporated herein by
reference to Post-Effective Amendment No. 83 to the Registrant's
Registration Statement (No. 33-20827) filed on April 8, 2003.
(8) Investment Advisory Agreement (Boston Partners Long/Short Equity
Fund - formerly Market Neutral) between Registrant and Boston
Partners Asset Management, L.P. is incorporated herein by
reference to Post-Effective Amendment No. 83 to the Registrant's
Registration Statement (No. 33-20827) filed on April 8, 2003.
(9) Investment Advisory Agreement (Bogle Small Cap Growth Fund)
between Registrant and Bogle Investment Management, L.P. is
incorporated herein by reference to Post-Effective Amendment No.
67 to the Registrant's Registration Statement (No. 33-20827)
filed on September 30, 1999.
(10) Investment Advisory Agreement (Boston Partners All-Cap Value
Fund) between Registrant and
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Boston Partners Asset Management, L.P. is incorporated herein by
reference to Post-Effective Amendment No. 83 to the Registrant's
Registration Statement (No. 33-20827) filed on April 8, 2003.
(11) Investment Advisory Agreement (Schneider Value Fund) between
Registrant and Schneider Capital Management Company is
incorporated herein by reference to Post-Effective Amendment No.
80 to the Registrant's Registration Statement (No. 33-20827)
filed on November 1, 2002.
(12) Form of Investment Advisory Agreement between Registrant and
WesCorp Investment Services, LLC for the Institutional Liquidity
Fund for Credit Unions is incorporated herein by reference to
Post-Effective Amendment No. 82 to the Registrant's Registration
Statement (No. 33-20827) filed on March 5, 2003.
(13) Form of Investment Advisory Agreement between Registrant and
WesCorp Investment Services, LLC for the Liquidity Fund for
Credit Unions (formerly the CU Members' Liquidity Fund) is
incorporated herein by reference to Post-Effective Amendment No.
83 to the Registrant's Registration Statement (No. 33-20827)
filed on April 8, 2003.
(14) Investment Advisory Agreement (n/i Growth Fund) between
Registrant and Numeric Investors LLC is incorporated herein by
reference to Post-Effective Amendment No. 96 to the Registrant's
Registration Statement (No. 33-20827) filed on June 6, 2005.
(15) Investment Advisory Agreement (n/i Emerging Growth Fund) between
Registrant and Numeric Investors LLC incorporated herein by
reference to Post-Effective Amendment No. 96 to the Registrant's
Registration Statement (No. 33-20827) filed on June 6, 2005.
(16) Investment Advisory Agreement (n/i Small Cap Value Fund) Between
Registrant and Numeric Investors LLC is incorporated herein by
reference to Post-Effective Amendment No. 96 to the Registrant's
Registration Statement (No. 33-20827) filed on June 6, 2005.
(17) Investment Advisory Agreement (n/i Mid Cap Fund) Between
Registrant and Numeric Investors LLC is incorporated herein by
reference to Post-Effective Amendment No. 96 to the Registrant's
Registration Statement (No. 33-20827) filed on June 6, 2005.
(18) Amendment No. 1 to Investment Advisory Agreement Between
Registrant and Numeric Investors LLC for the n/i numeric
investors Mid Cap Fund is incorporated herein by reference to
Post-Effective Amendment No. 96 to the Registrant's Registration
Statement (No. 33-20827) filed on June 6, 2005.
(19) Amendment No. 1 to Investment Advisory Agreement (n/i Growth
Fund) Between Registrant and Numeric Investors LLC is
incorporated herein by reference to Post-Effective Amendment No.
97 to the Registrant's Registration Statement (No. 33-20827)
filed on August 19, 2005.
(20) Amendment No. 1 to The Investment Advisory Agreement (n/i Small
Cap Value Fund) Between Registrant and Numeric Investors LLC is
incorporated herein by reference to Post-Effective Amendment No.
97 to the Registrant's Registration Statement (No. 33-20827)
filed on August 19, 2005.
(21) Amendment No. 2 to The Investment Advisory Agreement (n/i Mid
Cap Fund) Between Registrant and Numeric Investors LLC is
incorporated herein by reference to Post-Effective Amendment No.
97 to the Registrant's Registration Statement (No. 33-20827)
filed on August 19, 2005.
(22) Contractual Fee Waiver Agreement dated December 12, 2003,
between the Registrant and Boston Partners Asset Management,
L.P. is incorporated herein by reference to Post-Effective
Amendment No. 89 to the Registrant's Registration Statement (No.
33-20827) filed on December 30, 2004.
(23) Contractual Fee Waiver Agreement dated December 14, 2004,
between the Registrant and Schneider Capital Management Company
for the Schneider Small Cap Value Fund is incorporated herein by
reference to Post-Effective Amendment No. 89 to the Registrant's
Registration Statement (No. 33-20827) filed on December 30,
2004.
(24) Contractual Fee Waiver Agreement dated December 14, 2004,
between the Registrant and Schneider Capital Management Company
for the Schneider Value Fund is incorporated herein by reference
to Post-Effective Amendment No. 89 to the Registrant's
Registration Statement (No. 33-20827) filed on December 30,
2004.
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(25) Contractual Fee Waiver Agreement dated December 15, 2004,
between the Registrant and Bogle Investment Management, L.P. is
incorporated herein by reference to Post-Effective Amendment No.
89 to the Registrant's Registration Statement (No. 33-20827)
filed on December 30, 2004.
(26) Investment Advisory Agreement between the Registrant and Weiss,
Peck & Greer Investments for the Robeco WPG Core Bond Fund is
incorporated herein by reference to Post-Effective Amendment No.
98 to the Registrant's Registration Statement (No. 33-20827)
filed on August 30, 2005.
(27) Investment Advisory Agreement dated August 31, 2005 between the
Registrant and Hilliard Lyons Research Advisors is incorporated
herein by reference to Post-Effective Amendment No. 99 to the
Registrant's Registration Statement (No. 33-20827) filed on
September 27, 2005.
(28) INVESTMENT ADVISORY AGREEMENT BETWEEN THE REGISTRANT AND WEISS,
PECK & GREER INVESTMENTS FOR THE ROBECO WPG LARGE CAP GROWTH
FUND IS FILED HEREWITH.
(29) INVESTMENT ADVISORY AGREEMENT BETWEEN THE REGISTRANT AND WEISS,
PECK & GREER INVESTMENTS FOR THE ROBECO WPG TUDOR FUND IS FILED
HEREWITH.
(30) CONTRACTUAL FEE WAIVER AGREEMENT BETWEEN THE REGISTRANT AND
WEISS, PECK & GREER INVESTMENTS FOR THE ROBECO WPG CORE BOND
FUND, ROBECO WPG LARGE CAP GROWTH FUND AND ROBECO WPG TUDOR FUND
IS FILED HEREWITH.
(e) Underwriting Contracts.
(1) Distribution Agreement between Registrant and PFPC Distributors,
Inc. dated as of January 2, 2001 is incorporated herein by
reference to Post-Effective Amendment No. 73 to the Registrant's
Registration Statement (No. 33-20827) filed on March 15, 2001.
(2) Distribution Agreement Supplement between Registrant and PFPC
Distributors, Inc. (Boston Partners All-Cap Value Fund Investor
Class) is incorporated herein by reference to Post-Effective
Amendment No. 80 to the Registrant's Registration Statement (No.
33-20827) filed on November 1, 2002.
(3) Distribution Agreement Supplement between Registrant and PFPC
Distributors, Inc. (Boston Partners All-Cap Value Fund
Institutional Class) is incorporated herein by reference to
Post-Effective Amendment No. 80 to the Registrant's Registration
Statement (No. 33-20827) filed on November 1, 2002.
(4) Distribution Agreement Supplement between Registrant and PFPC
Distributors, Inc. (Schneider Value Fund is incorporated herein
by reference to Post-Effective Amendment No. 80 to the
Registrant's Registration Statement (No. 33-20827) filed on
November 1, 2002.
(5) Form of Distribution Agreement Supplement between Registrant and
PFPC Distributors, Inc. (Institutional Liquidity Fund for Credit
Unions) is incorporated herein by reference to Post-Effective
Amendment No. 82 to the Registrant's Registration Statement (No.
33-20827) filed on April 8, 2003.
(6) Form of Distribution Agreement Supplement between Registrant and
PFPC Distributors, Inc. (Liquidity Fund for Credit Union Members
(formerly CU Members' Liquidity Fund)) is incorporated herein by
reference to Post-Effective Amendment No. 83 to the Registrant's
Registration Statement (No. 33-20827) filed on April 8, 2003.
(7) Form of Distribution Agreement Supplement between Registrant and
PFPC Distributors, Inc. (Robeco WPG Core Bond Fund, Robeco WPG
Large Cap Growth Fund, and Robeco WPG Tudor Fund) is
incorporated herein by reference to Post-Effective Amendment No.
93 to the Registrant's Registration Statement (No. 33-20827)
filed March 4, 2005.
(8) FORM OF DISTRIBUTION AGREEMENT SUPPLEMENT BETWEEN REGISTRANT AND
PFPC DISTRIBUTORS, INC. (SENBANC FUND) IS FILED HEREWITH.
(f) Bonus or Profit Sharing Contracts.
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(1) Fund Office Retirement Profit-Sharing and Trust Agreement, dated
as of October 24, 1990, as amended is incorporated herein by
reference to Post-Effective Amendment No. 49 to the Registrant's
Registration Statement (No. 33-20827) filed on December 1, 1997.
(2) Form of Amendment No. 1 to Fund Office Retirement Profit Sharing
Plan and Trust Reflecting EGTRRA is incorporated herein by
reference to Post-Effective Amendment No. 80 to the Registrant's
Registration Statement (No. 33-20827) filed on November 1, 2002.
(g) Custodian Agreements.
(1) Custodian Agreement between Registrant and Provident National
Bank dated as of August 16, 1988 is 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.
(2) Sub-Custodian Agreement among The Chase Manhattan Bank, N.A.,
the Registrant and Provident National Bank, dated as of July 13,
1992, relating to custody of Registrant's foreign securities is
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.
(3) Amendment No. 1 to Custodian Agreement dated August 16, 1988 is
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.
(4) Custodian Contract between Registrant and State Street Bank and
Trust Company is 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.
(5) Custody Agreement between Registrant and Custodial Trust Company
on behalf of n/i Micro Cap Fund, n/i Growth Fund and n/i Mid Cap
Fund (formerly Growth & Value) Portfolios of the Registrant is
incorporated herein by reference to Post-Effective Amendment No.
34 to the Registrant's Registration Statement (No. 33-20827)
filed on May 16, 1996.
(6) Custodian Agreement Supplement Between Registrant and PNC Bank,
National Association dated October 16, 1996 is incorporated
herein by reference to Post-Effective Amendment No. 41 to the
Registrant's Registration Statement (No. 33-20827) filed on
November 27, 1996.
(7) Custodian Agreement Supplement between Registrant and PNC Bank,
National Association, on behalf of the Boston Partners Mid Cap
Value Fund is incorporated herein by reference to Post-Effective
Amendment No. 46 to the Registrant's Registration Statement (No.
33-20827) filed on September 25, 1997.
(8) Custodian Agreement Supplement between Registrant and PNC Bank,
N.A. on behalf of the Boston Partners Bond Fund is incorporated
herein by reference to Post-Effective Amendment No. 51 to the
Registrant's Registration Statement (No. 33-20827) filed on
December 8, 1997.
(9) Custodian Agreement Supplement between Registrant and PNC Bank,
N.A. on behalf of the Schneider Small Cap Value Fund is
incorporated herein by reference to Post-Effective Amendment No.
60 to the Registrant's Registration Statement (No. 33-20827)
filed on October 29, 1998.
(10) Custodian Agreement Supplement between Registrant and PNC Bank,
N.A. on behalf of the Boston Partners Small Cap Value Fund II
(formerly Micro Cap Value) is incorporated herein by reference
to Post-Effective Amendment No. 60 to the Registrant's
Registration Statement (No. 33-20827) filed on October 29, 1998.
(11) Custodian Agreement Supplement between Registrant and PNC Bank,
N.A. on behalf of Boston Partners Long/Short Equity Fund
(formerly Market Neutral) is incorporated herein by reference to
Post-Effective Amendment No. 63 to the Registrant's Registration
Statement (No. 33-20827) filed on December 14, 1998.
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(12) Custodian Agreement Supplement between Registrant and Custodial
Trust Company on behalf of n/i Small Cap Value Fund is
incorporated herein by reference to Post-Effective Amendment No.
63 to the Registrant's Registration Statement (No. 33-20827)
filed on December 14, 1998.
(13) Form of Custodian Agreement Supplement between Registrant and
PFPC Trust Company (Boston Partners Fund - formerly Long Short
Equity) is incorporated herein by reference to Post-Effective
Amendment No. 65 to the Registrant's Registration Statement (No.
33-20827) filed on May 19, 1999.
(14) Custodian Agreement Supplement between Registrant and PFPC Trust
Company (Bogle Small Cap Growth Fund) is incorporated herein by
reference to Post-Effective Amendment No. 67 to the Registrant's
Registration Statement (No. 33-20827) filed on September 30,
1999.
(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 is incorporated
herein by reference to Post-Effective Amendment No. 77 to the
Registrant's Registration Statement (No. 33-20827) filed on May
15, 2002.
(16) Custodian Agreement Supplement between Registrant and PFPC Trust
Company (Boston Partners All-Cap Value Fund) is incorporated
herein by reference to Post-Effective Amendment No. 80 to the
Registrant's Registration Statement (No. 33-20827) filed on
November 1, 2002.
(17) Custodian Agreement Supplement between Registrant and PFPC Trust
Company (Schneider Value Fund) is incorporated herein by
reference to Post-Effective Amendment No. 80 to the Registrant's
Registration Statement (No. 33-20827) filed on November 1, 2002.
(18) Form of Custodian Agreement Supplement between Registrant and
PFPC Trust Company (Institutional Liquidity Fund for Credit
Unions) is incorporated herein by reference to Post-Effective
Amendment No. 82 to the Registrant's Registration Statement (No.
33-20827) filed on March 5, 2003.
(19) Form of Custodian Agreement Supplement between Registrant and
PFPC Trust Company (Liquidity Fund for Credit Union Members
(formerly the CU Members' Liquidity Fund)) is incorporated
herein by reference to Post-Effective Amendment No. 83 to the
Registrant's Registration Statement (No. 33-20827) filed on
April 8, 2003.
(20) Form of Custodian Agreement between Registrant and Mellon Bank
N.A. (Robeco WPG Core Bond Fund, Robeco WPG Large Cap Growth
Fund, and Robeco WPG Tudor Fund) is ancorporated herein by
reference to Post-Effective Amendment No. 93 to the Registrant's
Registration Statement (No. 33-20827) filed on March 4, 2005.
(21) CUSTODIAN AGREEMENT SUPPLEMENT BETWEEN REGISTRANT AND PFPC TRUST
COMPANY (SENBANC FUND) IS FILED HEREWITH.
(h) Other Material Contracts.
(1) Transfer Agency Agreement (Sansom Street) between Registrant and
Provident Financial Processing Corporation, dated as of August
16, 1988 is 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.
(2) Shareholder Servicing Agreement (Sansom Street Money Market) is
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.
(3) Shareholder Servicing Agreement (Sansom Street Government
Obligations Money Market) is 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) Shareholder Services Plan (Sansom Street Money Market) is
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.
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(5) Transfer Agency Agreement (Bedford) between Registrant and
Provident Financial Processing Corporation, dated as of August
16, 1988 is 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.
(6) Transfer Agency Agreement and Supplements (Bradford, Beta,
Gamma, Delta, Epsilon, Zeta, Eta and Theta) between Registrant
and Provident Financial Processing Corporation dated as of
November 5, 1991 is 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.
(7) Transfer Agency and Service Agreement between Registrant and
State Street Bank and Trust Company and PFPC Inc. dated February
1, 1995 is incorporated herein by reference to Post-Effective
Amendment No. 28 to the Registrant's Registration Statement (No.
33-20827) filed on October 6, 1995.
(8) Supplement to Transfer Agency and Service Agreement between
Registrant, State Street Bank and Trust Company, Inc. and PFPC
dated April 10, 1995 is incorporated herein by reference to
Post-Effective Amendment No. 28 to the Registrant's Registration
Statement (No. 33-20827) filed on October 6, 1995.
(9) Amended and Restated Credit Agreement dated December 15, 1994 is
incorporated herein by reference to Post-Effective Amendment No.
29 to the Registrant's Registration Statement (No. 33-20827)
filed on October 25, 1995.
(10) Transfer Agency Agreement Supplement (n/i Micro Cap Fund, n/i
Growth Fund and n/i Mid Cap Fund (formerly Growth & Value))
between Registrant and PFPC Inc. dated April 14, 1996 is
incorporated herein by reference to Post-Effective Amendment No.
34 to the Registrant's Registration Statement (No. 33-20827)
filed on May 16, 1996.
(11) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (n/i Micro Cap Fund) dated April 24,
1996 is incorporated herein by reference to Post-Effective
Amendment No. 34 to the Registrant's Registration Statement (No.
33-20827) filed on May 16, 1996.
(12) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (n/i Growth Fund) dated April 24, 1996
is incorporated herein by reference to Post-Effective Amendment
No. 34 to the Registrant's Registration Statement (No. 33-20827)
filed on May 16, 1996.
(13) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (n/i Mid Cap Fund (formerly Growth &
Value)) dated April 24, 1996 is incorporated herein by reference
to Post-Effective Amendment No. 34 to the Registrant's
Registration Statement (No. 33-20827) filed on May 16, 1996.
(14) Transfer Agreement and Service Agreement between Registrant and
State Street Bank and Trust Company is incorporated herein by
reference to Post-Effective Amendment No. 37 to the Registrant's
Registration Statement (No. 33-20827) filed on July 30, 1996.
(15) Administration and Accounting Services Agreement between the
Registrant and PFPC Inc. dated October 16, 1996 (Boston Partners
Large Cap Value Fund) is incorporated herein by reference to
Post-Effective Amendment No. 45 to the Registrant's Registration
Statement (No. 33-20827) filed on May 9, 1997.
(16) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. (Boston Partners Large Cap Value Fund, Institutional Class)
is incorporated herein by reference to Post-Effective Amendment
No. 41 to the Registrant's Registration Statement (No. 33-20827)
filed on November 27, 1996.
(17) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. (Boston Partners Large Cap Value Fund, Investor Class) is
incorporated herein by reference to Post-Effective Amendment No.
41 to the Registrant's Registration Statement (No. 33-20827)
filed on November 27, 1996.
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(18) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc., (Boston Partners Mid Cap Value Fund, Institutional Class)
is incorporated herein by reference to Post-Effective Amendment
No. 46 to the Registrant's Registration Statement (No. 33-20827)
filed on September 25, 1997.
(19) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc., (Boston Partners Mid Cap Value Fund, Investor Class) is
incorporated herein by reference to Post-Effective Amendment No.
46 to the Registrant's Registration Statement (No. 33-20827)
filed on September 25, 1997.
(20) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. dated, May 30, 1997 (Boston Partners
Mid Cap Value Fund) is incorporated herein by reference to
Post-Effective Amendment No. 46 to the Registrant's Registration
Statement (No. 33-20827) filed on September 25, 1997.
(21) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (Schneider Small Cap Value Fund) is
incorporated herein by reference to Post-Effective Amendment No.
60 to the Registrant's Registration Statement (No. 33-20827)
filed on October 29, 1998.
(22) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. (Schneider Small Cap Value Fund) is incorporated herein by
reference to Post-Effective Amendment No. 60 to the Registrant's
Registration Statement (No. 33-20827) filed on October 29, 1998.
(23) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. (Boston Partners Small Cap Value Fund II (formerly Micro
Cap Value), Institutional Class) is incorporated herein by
reference to Post-Effective Amendment No. 60 to the Registrant's
Registration Statement (No. 33-20827) filed on October 29, 1998.
(24) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. (Boston Partners Small Cap Value Fund II (formerly Micro
Cap Value), Investor Class) is incorporated herein by reference
to Post-Effective Amendment No. 60 to the Registrant's
Registration Statement (No. 33-20827) filed on October 29, 1998.
(25) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (Boston Partners Micro Cap Value Fund)
is incorporated herein by reference to Post-Effective Amendment
No. 60 to the Registrant's Registration Statement (No. 33-20827)
filed on October 29, 1998.
(26) Administrative Services Agreement between Registrant and
Provident Distributors, Inc. dated as of May 29, 1998 and
relating to the n/i family of funds, Schneider Small Cap Value
Fund and Institutional Shares of the Boston Partners Funds is
incorporated herein by reference to Post-Effective Amendment No.
56 to the Registrant's Registration Statement (No. 33-20827)
filed on June 25, 1998.
(27) Administrative Services Agreement Supplement between Registrant
and Provident Distributors, Inc. relating to the Boston Partners
Long/Short Equity Fund (formerly Market Neutral) - Institutional
Class is incorporated herein by reference to Post-Effective
Amendment No. 63 to the Registrant's Registration Statement (No.
33-20827) filed on December 14, 1998.
(28) Administrative and Accounting Services Agreement between
Registrant and PFPC Inc. (Boston Partners Long/Short Equity Fund
(formerly Market Neutral) - Institutional and Investor Classes)
is incorporated herein by reference to Post-Effective Amendment
No. 63 to the Registrant's Registration Statement (No. 33-20827)
filed on December 14, 1998.
(29) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. (Boston Partners Long/Short Equity Fund (formerly Market
Neutral) - Institutional and Investor Classes) is incorporated
herein by reference to Post-Effective Amendment No. 63 to the
Registrant's Registration Statement (No. 33-20827) filed on
December 14, 1998.
(30) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. (n/i Small Cap Value Fund) is incorporated herein by
reference to Post-Effective Amendment No. 63 to the Registrant's
Registration Statement (No. 33-20827) filed on December 14,
1998.
(31) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (n/i Small Cap Value Fund) is
incorporated herein by reference to Post-Effective Amendment No.
63 to the Registrant's Registration Statement (No. 33-20827)
filed on December 14, 1998.
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(32) Co-Administration Agreement between Registrant and Bear Stearns
Funds Management, Inc. (n/i Small Cap Value Fund) is
incorporated herein by reference to Post-Effective Amendment No.
63 to the Registrant's Registration Statement (No. 33-20827)
filed on December 14, 1998.
(33) Administrative Services Agreement between Registrant and
Provident Distributors, Inc. (n/i Small Cap Value Fund) is
incorporated herein by reference to Post-Effective Amendment No.
63 to the Registrant's Registration Statement (No. 33-20827)
filed on December 14, 1998.
(34) Form of Transfer Agency Agreement Supplement between Registrant
and PFPC Inc. (Boston Partners Fund (formerly Long-Short
Equity)) is incorporated herein by reference to Post-Effective
Amendment No. 65 to the Registrant's Registration Statement (No.
33-20827) filed on May 19, 1999.
(35) Form of Administrative Services Agreement Supplement between
Registrant and Provident Distributors, Inc. (Boston Partners
Fund (formerly Long-Short Equity) - Institutional Shares) is
incorporated herein by reference to Post-Effective Amendment No.
65 to the Registrant's Registration Statement (No. 33-20827)
filed on May 19, 1999.
(36) Form of Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (Boston Partners Fund (formerly
Long-Short Equity)) is incorporated herein by reference to
Post-Effective Amendment No. 65 to the Registrant's Registration
Statement (No. 33-20827) filed on May 19, 1999.
(37) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. (Bogle Small Cap Growth Fund) is incorporated herein by
reference to Post-Effective Amendment No. 67 to the Registrant's
Registration Statement (No. 33-20827) filed on September 30,
1999.
(38) Administrative Services Agreement between Registrant and
Provident Distributors, Inc. (Bogle Small Cap Growth Fund) is
incorporated herein by reference to Post-Effective Amendment No.
67 to the Registrant's Registration Statement (No. 33-20827)
filed on September 30, 1999.
(39) Non 12b-1 Shareholder Services Plan and Agreement for Bogle
Small Cap Growth Investor Shares is incorporated herein by
reference to Post-Effective Amendment No. 67 to the Registrant's
Registration Statement (No. 33-20827) filed on September 30,
1999.
(40) Agreement between E*TRADE Group, Inc., Registrant and
Registrant's principal underwriter is incorporated herein by
reference to Post-Effective Amendment No. 69 to the Registrant's
Registration Statement (No. 33-20827) filed on December 1, 1999.
(41) Fee Waiver Agreement for n/i Numeric Investors Funds is
incorporated herein by reference to Post-Effective Amendment No.
69 to the Registrant's Registration Statement (No. 33-20827)
filed on December 1, 1999.
(42) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. (Bogle Investment Management Small Cap
Growth Fund) is incorporated herein by reference to
Post-Effective Amendment No. 69 to the Registrant's Registration
Statement (No. 33-20827) filed on December 1, 1999.
(43) Solicitation Agreement between n/i numeric Investors and
Shareholder Communications Corporation is incorporated herein by
reference to Post-Effective Amendment No. 69 to the Registrant's
Registration Statement (No. 33-20827) filed on December 1, 1999.
(44) Administrative Services Assignment Agreement between Registrant
and PFPC Distributors, Inc. dated January 2, 2001 is
incorporated herein by reference to Post-Effective Amendment No.
73 to the Registrant's Registration Statement (No. 33-20827)
filed on March 15, 2001.
(45) Transfer Agency Supplement between Registrant and PFPC Inc. for
the Bear Stearns Money Market Family is incorporated herein by
reference to Post-Effective Amendment No. 75 to the Registrant's
Registration Statement (No. 33-20827) filed on December 4, 2001.
(46) Form of Transfer Agency Supplement between Registrant and PFPC
Inc. for the Boston Partners All-Cap Value Fund is incorporated
herein by reference to Post-Effective Amendment No. 80 to the
Registrant's Registration Statement (No. 33-20827) filed on
November 1, 2002.
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(47) Form of Administration and Accounting Services Agreement between
Registrant and PFPC Inc. for the Boston Partners All-Cap Value
Fund is incorporated herein by reference to Post-Effective
Amendment No. 77 to the Registrant's Registration Statement (No.
33-20827) filed on May 15, 2002.
(48) Administrative Services Agreement Supplement between Registrant
and PFPC Distributors, Inc. for the Boston Partners All-Cap
Value Fund is incorporated herein by reference to Post-Effective
Amendment No. 80 to the Registrant's Registration Statement (No.
33-20827) filed on November 1, 2002.
(49) Transfer Agency Supplement between Registrant and PFPC Inc. for
Schneider Value Fund is incorporated herein by reference to
Post-Effective Amendment No. 80 to the Registrant's Registration
Statement (No. 33-20827) filed on November 1, 2002.
(50) Form of Administration and Accounting Services Agreement between
Registrant and PFPC Inc. for the Schneider Value Fund is
incorporated herein by reference to Post-Effective Amendment No.
78 to the Registrant's Registration Statement (No. 33-20827)
filed on May 16, 2002.
(51) Administrative Services Agreement Supplement between Registrant
and PFPC Distributors, Inc. for the Schneider Value Fund is
incorporated herein by reference to Post-Effective Amendment No.
80 to the Registrant's Registration Statement (No. 33-20827)
filed on November 1, 2002.
(52) Non - 12b-1 Shareholder Services Plan and Related Form of
Shareholder Servicing Agreement is incorporated herein by
reference to Post-Effective Amendment No. 79 to the Registrant's
Registration Statement (No. 33-20827) filed on September 18,
2002.
(53) Shareholder Servicing Agreement (Bogle Small Cap Growth Fund) is
incorporated herein by reference to Post-Effective Amendment No.
80 to the Registrant's Registration Statement (No. 33-20827)
filed on November 1, 2002.
(54) Administrative Services Agreement Supplement between Registrant
and PFPC Distributors, Inc. for Investor Shares of the Boston
Partners Funds is incorporated herein by reference to
Post-Effective Amendment No. 80 to the Registrant's Registration
Statement (No. 33-20827) filed on November 1, 2002.
(55) Form of Administration and Accounting Services Agreement between
Registrant and PFPC Inc. for the Institutional Liquidity Fund
for Credit Unions is incorporated herein by reference to
Post-Effective Amendment No. 82 to the Registrant's Registration
Statement (No. 33-20827) filed on March 5, 2003.
(56) Form of Administrative Services Agreement Supplement between
Registrant and PFPC Distributors, Inc. for the Institutional
Liquidity Fund for Credit Unions is incorporated herein by
reference to Post-Effective Amendment No. 82 to the Registrant's
Registration Statement (No. 33-20827) filed on March 5, 2003.
(57) Form of Transfer Agency Agreement Supplement between Registrant
and PFPC Inc. for the Institutional Liquidity Fund for Credit
Unions is incorporated herein by reference to Post-Effective
Amendment No. 82 to the Registrant's Registration Statement (No.
33-20827) filed on March 5, 2003.
(58) Amended and Restated Non-12b-1 Shareholder Services Plan
(Numeric Funds) is incorporated herein by reference to
Post-Effective Amendment No. 82 to the Registrant's Registration
Statement (No. 33-20827) filed on March 5, 2003.
(59) Form of Administration and Accounting Services Agreement between
Registrant and PFPC Inc. for the Liquidity Fund for the Credit
Union Members (formerly the CU Members' Liquidity Fund) is
incorporated herein by reference to Post-Effective Amendment No.
83 to the Registrant's Registration Statement (No. 33-20827)
filed on April 8, 2003.
(60) Form of Administrative Services Agreement Supplement between
Registrant and PFPC Distributors, Inc. for the Liquidity Fund
for the Credit Union Members (formerly the CU Members' Liquidity
Fund) is incorporated herein by reference to Post-Effective
Amendment No. 83 to the Registrant's Registration Statement (No.
33-20827) filed on April 8, 2003.
(61) Form of Transfer Agency Agreement Supplement between Registrant
and PFPC Inc. for the Liquidity Fund for the Credit Union
Members (formerly the CU Members' Liquidity Fund) is
incorporated
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herein by reference to Post-Effective Amendment No. 83 to the
Registrant's Registration Statement (No. 33-20827) filed on
April 8, 2003.
(62) Amended and Restated Non-12b-1 Shareholder Services Plan for the
Liquidity Fund for the Credit Union Members (formerly the CU
Members' Liquidity Fund) is incorporated herein by reference to
Post-Effective Amendment No. 83 to the Registrant's Registration
Statement (No. 33-20827) filed on April 8, 2003.
(63) Form of Transfer Agency Agreement Supplement (Customer
Identification Program) between Registrant and PFPC Inc. is
incorporated herein by reference to Post-Effective Amendment No.
84 to the Registrant's Registration Statement (No. 33-20827)
filed on December 29, 2003.
(64) Regulatory Administration Services Agreement between Registrant
and PFPC Inc. is incorporated herein by reference to
Post-Effective Amendment No. 84 to the Registrant's Registration
Statement (No. 33-20827) filed on December 29, 2003.
(65) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN
REGISTRANT AND PFPC INC. FOR THE ROBECO WPG CORE BOND FUND,
ROBECO WPG LARGE CAP GROWTH FUND, AND ROBECO WPG TUDOR FUND IS
FILED HEREWITH.
(66) ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT BETWEEN REGISTRANT
AND PFPC DISTRIBUTORS, INC. FOR THE ROBECO WPG CORE BOND FUND IS
FILED HEREWITH.
(67) ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT BETWEEN REGISTRANT
AND PFPC DISTRIBUTORS, INC. FOR THE ROBECO WPG LARGE CAP GROWTH
FUND IS FILED HEREWITH.
(68) ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT BETWEEN REGISTRANT
AND PFPC DISTRIBUTORS, INC. FOR THE ROBECO WPG TUDOR FUND IS
FILED HEREWITH.
(69) TRANSFER AGENCY AGREEMENT SUPPLEMENT BETWEEN REGISTRANT AND PFPC
INC. FOR THE ROBECO WPG CORE BOND FUND IS FILED HEREWITH.
(70) TRANSFER AGENCY AGREEMENT SUPPLEMENT BETWEEN REGISTRANT AND PFPC
INC. FOR THE ROBECO WPG LARGE CAP GROWTH FUND IS FILED HEREWITH.
(71) TRANSFER AGENCY AGREEMENT SUPPLEMENT BETWEEN REGISTRANT AND PFPC
INC. FOR THE ROBECO WPG TUDOR FUND IS FILED HEREWITH.
(72) NON-12B-1 SHAREHOLDER SERVICES PLAN AND RELATED FORM OF
SHAREHOLDER SERVICING AGREEMENT (ROBECO WPG CORE BOND FUND -
INSTITUTIONAL CLASS) IS FILED HEREWITH.
(73) NON-12B-1 SHAREHOLDER SERVICES PLAN AND RELATED FORM OF
SHAREHOLDER SERVICING AGREEMENT (ROBECO WPG LARGE CAP GROWTH
FUND - INSTITUTIONAL CLASS) IS FILED HEREWITH.
(74) NON-12B-1 SHAREHOLDER SERVICES PLAN AND RELATED FORM OF
SHAREHOLDER SERVICING AGREEMENT (ROBECO WPG TUDOR FUND -
INSTITUTIONAL CLASS) IS FILED HEREWITH.
(75) Non-12b-1 Shareholder Services Plan and Related Form of
Shareholder Servicing Agreement (Robeco WPG Core Bond Fund -
Retirement Class) is incorporated herein by reference to
Post-Effective Amendment No. 97 to the Registrant's Registration
Statement (No. 33-20827) filed on August 19, 2005.
(76) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN
REGISTRANT AND PFPC INC. FOR THE SENBANC FUND IS FILED HEREWITH.
(77) TRANSFER AGENCY AGREEMENT SUPPLEMENT BETWEEN REGISTRANT AND PFPC
INC. FOR THE SENBANC FUND IS FILED HEREWITH.
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(78) ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT BETWEEN REGISTRANT
AND PFPC DISTRIBUTORS, INC. FOR THE SENBANC FUND IS FILED
HEREWITH.
(79) AMENDED SCHEDULE A TO REGULATORY ADMINISTRATION SERVICES
AGREEMENT BETWEEN REGISTRANT AND PFPC INC. IS FILED HEREWITH.
(i) (1) LEGAL OPINION OF DRINKER BIDDLE & REATH LLP IS FILED HEREWITH.
(2) CONSENT OF DRINKER BIDDLE & REATH LLP IS FILED HEREWITH.
(j) (1) CONSENT OF PRICEWATERHOUSECOOPERS LLP IS FILED HEREWITH.
(2) CONSENT OF KPMG LLP IS FILED HEREWITH.
(k) None
(l) Initial Capital Agreements.
(1) Subscription Agreement, relating to Classes A through N, is
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.
(2) Subscription Agreement between Registrant and Planco Financial
Services, Inc., relating to Classes O and P is incorporated
herein by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement (No. 33-20827) filed on
December 14, 1990.
(3) Subscription Agreement between Registrant and Planco Financial
Services, Inc., relating to Class Q is incorporated herein by
reference to Post-Effective Amendment No. 5 to the Registrant's
Registration Statement (No. 33-20827) filed on December 14,
1990.
(4) Subscription Agreement between Registrant and Counsellors
Securities Inc. relating to Classes R, S, and Alpha 1 through
Theta 4 is 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.
(5) Purchase Agreement between Registrant and Numeric Investors,
L.P. relating to Class FF (n/i Micro Cap Fund) is incorporated
herein by reference to Post-Effective Amendment No. 34 to the
Registrant's Registration Statement (No. 33-20827) filed on May
16, 1996.
(6) Purchase Agreement between Registrant and Numeric Investors,
L.P. relating to Class GG (n/i Growth Fund) is incorporated
herein by reference to Post-Effective Amendment No. 34 to the
Registrant's Registration Statement (No. 33-20827) filed on May
16, 1996.
(7) Purchase Agreement between Registrant and Numeric Investors,
L.P. relating to Class HH (n/i Mid Cap Fund - formerly Growth &
Value) is incorporated herein by reference to Post-Effective
Amendment No. 34 to the Registrant's Registration Statement (No.
33-20827) filed on May 16, 1996.
(8) Purchase Agreement between Registrant and Boston Partners Asset
Management, L.P. relating to Classes QQ, RR and SS (Boston
Partners Large Cap Value Fund) is incorporated herein by
reference to Post-Effective Amendment No. 45 to the Registrant's
Registration Statement (No. 33-20827) filed on May 9, 1997.
(9) Purchase Agreement between Registrant and Boston Partners Asset
Management, L.P. relating to Classes TT and UU (Boston Partners
Mid Cap Value Fund) is incorporated herein by reference to
Post-Effective Amendment No. 46 to the Registrant's Registration
Statement (No. 33-20827) filed on September 25, 1997.
(10) Purchase Agreement between Registrant and Boston Partners Asset
Management L.P. relating to Classes VV and WW (Boston Partners
Bond Fund) is incorporated herein by reference to Post-Effective
Amendment No. 51 to the Registrant's Registration Statement (No.
33-20827) filed on December 8, 1997.
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(11) Purchase Agreement between Registrant and Schneider Capital
Management Company relating to Class YY (Schneider Small Cap
Value Fund) is incorporated herein by reference to
Post-Effective Amendment No. 60 to the Registrant's Registration
Statement (No. 33-20827) filed on October 29, 1998.
(12) Purchase Agreement between Registrant and Boston Partners Asset
Management, L.P. relating to Classes DDD and EEE (Boston
Partners Small Cap Value Fund II (formerly Micro Cap Value)) is
incorporated herein by reference to Post-Effective Amendment No.
60 to the Registrant's Registration Statement (No. 33-20827)
filed on October 29, 1998.
(13) Purchase Agreement between Registrant and Boston Partners Asset
Management relating to Classes III and JJJ (Boston Partners
Long/Short Equity Fund (formerly Market Neutral)) is
incorporated herein by reference to Post-Effective Amendment No.
63 to the Registrant's Registration Statement (No. 33-20827)
filed on December 14, 1998.
(14) Purchase Agreement between Registrant and Provident
Distributors, Inc. relating to Class MMM (n/i Small Cap Value
Fund) is incorporated herein by reference to Post-Effective
Amendment No. 63 to the Registrant's Registration Statement (No.
33-20827) filed on December 14, 1998.
(15) Form of Purchase Agreement between Registrant and Boston
Partners Asset Management, L. P. relating to Classes KKK and LLL
(Boston Partners Fund (formerly Long-Short Equity)) is
incorporated herein by reference to Post-Effective Amendment No.
65 to the Registrant's Registration Statement (No. 33-20827)
filed on May 19, 1999.
(16) Purchase Agreement between Registrant and Bogle Investment
Management, L.P. (Bogle Small Cap Growth Fund) is incorporated
herein by reference to Post-Effective Amendment No. 67 to the
Registrant's Registration Statement (No. 33-20827) filed on
September 30, 1999.
(17) Purchase Agreement between Registrant and Boston Partners Asset
Management, L.P. (Boston Partners All-Cap Value Fund) is
incorporated herein by reference to Post-Effective Amendment No.
80 to the Registrant's Registration Statement (No. 33-20827)
filed on November 1, 2002.
(18) Purchase Agreement between Registrant and Schneider Capital
Management Company (Schneider Value Fund) is incorporated herein
by reference to Post-Effective Amendment No. 80 to the
Registrant's Registration Statement (No. 33-20827) filed on
November 1, 2002.
(19) Purchase Agreement between Registrant and Baker 500 Corporation
(Baker 500 Growth Fund) is incorporated herein by reference to
Post-Effective Amendment No. 82 to the Registrant's Registration
Statement (No. 33-20827) filed on March 5, 2003.
(20) Form of Purchase Agreement between Registrant and WesCorp
Investment Services, LLC (Institutional Liquidity Fund for
Credit Unions) is incorporated herein by reference to
Post-Effective Amendment No. 82 to the Registrant's Registration
Statement (No. 33-20827) filed on March 5, 2003.
(21) Form of Purchase Agreement between Registrant and Wescorp
Investment Services, LLC (Liquidity Fund for Credit Union
Members (formerly the CU Members' Liquidity Fund)) is
incorporated herein by reference to Post-Effective Amendment No.
83 to the Registrant's Registration Statement (No. 33-20827)
filed on April 8, 2003.
(22) Purchase Agreement between Registrant and Weiss, Peck & Greer
Investments (Robeco WPG Core Bond Fund) is incorporated herein
by reference to Post-Effective Amendment No. 96 to the
Registrant's Registration Statement (No. 33-20827) filed on June
6, 2005.
(23) Purchase Agreement between Registrant and Weiss, Peck & Greer
Investments (Robeco WPG Large Cap Growth Fund) is incorporated
herein by reference to Post-Effective Amendment No. 96 to the
Registrant's Registration Statement (No. 33-20827) filed on June
6, 2005.
(24) Purchase Agreement between Registrant and Weiss, Peck & Greer
Investments (Robeco WPG Tudor Fund) is incorporated herein by
reference to Post-Effective Amendment No. 96 to the Registrant's
Registration Statement (No. 33-20827) filed on June 6, 2005.
(25) PURCHASE AGREEMENT BETWEEN REGISTRANT AND HILLIARD LYONS
RESEARCH ADVISERS (SENBANC FUND) IS FILED HEREWITH.
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(m) Rule 12b-1 Plan.
(1) Plan of Distribution (Sansom Street Money Market) is
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.
(2) Plan of Distribution (Bedford Money Market) is 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.
(3) Amendment No. 1 to Plans of Distribution (Classes A through Q)
is 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.
(4) Plan of Distribution (Zeta Money Market) is 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.
(5) Plan of Distribution (Eta Money Market) is 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.
(6) Plan of Distribution (Theta Money Market) is 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 refilled electronically with Post-Effective
Amendment No. 61 to Registrant's Registration Statement filed on
October 30, 1998.
(7) Plan of Distribution (Boston Partners Large Cap Value Fund
Investor Class) is incorporated herein by reference to
Post-Effective Amendment No. 45 to the Registrant's Registration
Statement (No. 33-20827) filed on May 9, 1997.
(8) Plan of Distribution (Boston Partners Mid Cap Value Fund
Investor Class) is incorporated herein by reference to
Post-Effective Amendment No. 45 to the Registrant's Registration
Statement (No. 33-20827) filed on May 9, 1997.
(9) Plan of Distribution (Boston Partners Bond Fund Investor Class)
is incorporated herein by reference to Post-Effective Amendment
No. 51 to the Registrant's Registration Statement (No. 33-20827)
filed on December 8, 1997.
(10) Plan of Distribution (Boston Partners Small Cap Value Fund II
(formerly Micro Cap Value) Investor Class) is incorporated
herein by reference to Post-Effective Amendment No. 53 to the
Registrant's Registration Statement (No. 33-20827) filed on
April 10, 1998.
(11) Amendment to Plans of Distribution pursuant to Rule 12b-1 is
incorporated herein by reference to Post-Effective Amendment No.
63 to the Registrant's Registration Statement (No. 33-20827)
filed on December 14, 1998.
(12) Plan of Distribution (Boston Partners Long/Short Equity Fund
(formerly Market Neutral) - Investor Class) is incorporated
herein by reference to Post-Effective Amendment No. 62 to the
Registrant's Registration Statement (No. 33-20827) filed on
November 12, 1998.
(13) Plan of Distribution (Principal Money Market) is incorporated
herein by reference to Post-Effective Amendment No. 60 to the
Registrant's Registration Statement (No. 33-20827) filed on
October 29, 1998.
(14) Form of Plan of Distribution (Boston Partners Fund (formerly
Long Short Equity) - Investor Class) is
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incorporated herein by reference to Post-Effective Amendment No.
65 to the Registrant's Registration Statement (No. 33-20827)
filed on May 19, 1999.
(15) Plan of Distribution pursuant to Rule 12b-1 (Boston Partners
All-Cap Value Fund) is incorporated herein by reference to
Post-Effective Amendment No. 80 to the Registrant's Registration
Statement (No. 33-20827) filed on November 1, 2002.
(16) Plan of Distribution pursuant to Rule 12b-1 (Liquidity Fund for
Credit Union Members (formerly the CU Members' Liquidity Fund))
is incorporated herein by reference to Post-Effective Amendment
No. 83 to the Registrant's Registration Statement (No. 33-20827)
filed on April 8, 2003.
(17) Plan of Distribution pursuant to Rule 12b-1 of Senbanc Fund is
incorporated herein by reference to Post-Effective Amendment No.
99 to the Registrant's Registration Statement (No. 33-20827)
filed on September 27, 2005.
(18) Plan of Distribution Pursuant to Rule 12b-1 of The RBB Fund,
Inc. (Robeco Core Bond Fund-Investor Class) is incorporated
herein by reference to Post-Effective Amendment No. 99 to the
Registrant's Registration Statement (No. 33-20827) filed on
September 27, 2005.
(n) Rule 18f-3 Plan.
(1) Amended Rule 18f-3 Plan is incorporated herein by reference to
Post-Effective Amendment No. 99 to the Registrant's Registration
Statement (No. 33-20827) filed on September 27, 2005.
(p) Code of Ethics.
(1) Code of Ethics of the Registrant is incorporated herein by
reference to Post-Effective Amendment No. 93 to the Registrant's
Registration Statement (No. 33-20827) filed on March 4, 2005.
(2) Code of Ethics of Boston Partners Asset Management, L.P. is
incorporated herein by reference to Post-Effective Amendment No.
82 to the Registrant's Registration Statement (No. 33-20827)
filed on March 5, 2003.
(3) Code of Ethics of Numeric Investors LLC is incorporated herein
by reference to Post-Effective Amendment No. 84 to the
Registrant's Registration Statement (No. 33-20827) filed on
December 29, 2003.
(4) Code of Ethics of Schneider Capital Management Company are
incorporated herein by reference to Post-Effective Amendment No.
82 to the Registrant's Registration Statement (No. 33-20827)
filed on March 5, 2003.
(5) Code of Ethics of Bogle Investment Management, L P. is
incorporated herein by reference to Post-Effective Amendment No.
88 to the Registrant's Registration Statement (No. 33-20827)
filed on November 1, 2004.
(6) Code of Ethics of PFPC Distributors, Inc. is incorporated herein
by reference to Post-Effective Amendment No. 84 to the
Registrant's Registration Statement (No. 33-20827) filed on
December 29, 2003.
(7) Code of Ethics of Weiss, Peck & Greer Investments is
incorporated herein by reference to Post-Effective Amendment No.
88 to the Registrant's Registration Statement (No. 33-20827)
filed on December 20, 2004.
(8) CODE OF ETHICS OF J.J.B. HILLIARD W.L. LYONS, INC. IS FILED
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 Agreement between PNC Bank, N.A. ("PNC") and BlackRock Institutional Management Corporation ("BIMC"), dated April 29, 1998 and incorporated herein by reference to exhibit (d)(3), provide for the indemnification of BIMC and PNC against certain losses.
Section 13 of the Investment Advisory Agreements between Registrant and Numeric Investors, LLC ("Numeric"), each dated November 12, 2004 and incorporated herein by reference to exhibits (d)(15), (d)(16), (d)(17) and (d)(18), 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"), each dated October 25, 2002
and incorporated herein by reference to exhibits (d)(4), (d)(5), (d)(6), (d)(7),
(d)(8), and (d)(9), 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) (10) provides for the indemnification of Bogle against certain losses.
Section 12 of the Investment Advisory Agreements between Registrant and WesCorp Investment Services, LLC is incorporated herein by reference as exhibits (d)(13) and (d)(14) provides for the indemnification of WesCorp Investment Services, LLC against certain losses.
Section 12 of the Investment Advisory Agreements between the Registrant and
Weiss, Peck & Greer Investments is incorporated herein by reference as exhibits
(d)(27), (d)(28) and (d)(29) provides for the indemnification of Weiss, Peck &
Greer Investments 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.
Section 12 of the Investment Advisory Agreement between the Registrant and Hilliard Lyons Research Advisors, a division of J. J. B. Hilliard, W. L. Lyons ("Hilliard") is incorporated herein by reference as exhibit (d)(31) provides for the indemnification of Hilliard against certain losses.
Item 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS.
1. BlackRock Institutional Management Corporation:
BlackRock Institutional Management Corporation ("BIMC")
is an indirect majority-owned subsidiary of The PNC
Financial Services Group, Inc. BIMC's principal business
address is 100 Bellevue Parkway, Wilmington, DE 19809.
BIMC is registered under the Investment Advisers Act of
1940 and serves as an investment adviser for registered
investment companies. Information as to the directors
and officers of BIMC is as follows:
Name and Position with BIMC Other Company Position With Other Company
--------------------------- ------------- ---------------------------
Paul L. Audet BlackRock Provident Treasurer
Director Institutional Funds
Wilmington, DE
BlackRock Funds Treasurer
Wilmington, DE
BlackRock Capital Director
Management, Inc.
Wilmington, DE
BlackRock Advisors, Inc. Director
Wilmington, DE
BlackRock Financial Director
Management, Inc.
New York, NY
BlackRock (Japan), Inc. Chief Financial Officer &
New York, NY Managing Director
BlackRock International, Chief Financial Officer &
Ltd. Managing Director
Edinburgh, Scotland
BlackRock, Inc. Chief Financial Officer &
New York, NY Managing Director
|
Laurence J. Carolan BlackRock Capital Managing Director & Director
Managing Director and Director Management, Inc.
Wilmington, DE
BlackRock, Inc. Managing Director
New York, NY
BlackRock Advisors, Inc. Managing Director & Director
Wilmington, DE
Robert P. Connolly BlackRock Capital Managing Director, General
Managing Director, General Management, Inc. Counsel & Secretary
Counsel and Secretary Wilmington, DE
BlackRock, Inc. Managing Director, General
New York, NY Counsel & Secretary
BlackRock International, Managing Director, General
Ltd. Counsel & Secretary
Edinburgh, Scotland
BlackRock (Japan), Inc. Managing Director, General
New York, NY Counsel & Secretary
BlackRock Advisors, Inc. Managing Director, General
Wilmington, DE Counsel & Secretary
BlackRock Financial Managing Director, General
Management, Inc. Counsel & Secretary
New York, NY
BlackRock Investments, General Counsel & Secretary
Inc.
New York, NY
Laurence D. Fink BlackRock Funds President & Trustee
Chief Executive Officer Wilmington, DE
BlackRock Capital Chief Executive Officer
Management, Inc.
Wilmington, DE
BlackRock, Inc. Chairman & CEO
New York, NY
BlackRock International, Chairman & CEO
Ltd.
Edinburgh, Scotland
BlackRock (Japan), Inc. Chairman & CEO
New York, NY
|
BlackRock Investments, Chairman & CEO
Inc.
New York, NY
BlackRock Advisors, Inc. Chief Executive Officer
Wilmington, DE
BlackRock Financial Chairman & CEO
Management, Inc.
New York, NY
BlackRock HPB Management Director
LLC
New York, NY
Robert S. Kapito BlackRock Capital Vice Chairman & Director
Vice Chairman and Director Management, Inc.
Wilmington, DE
BlackRock International, Vice Chairman & Director
Ltd.
Edinburgh, Scotland
BlackRock, Inc. Vice Chairman
New York, NY
BlackRock Advisors, Inc. Vice Chairman & Director
Wilmington, DE
BlackRock (Japan), Inc. Vice Chairman & Director
New York, NY
BlackRock Investments, Director
Inc.
New York, NY
BlackRock Financial Vice Chairman & Director
Management, Inc.
New York, NY
Kevin M. Klingert BlackRock Capital Managing Director & Director
Managing Director and Director Management, Inc.
Wilmington, DE
BlackRock, Inc. Managing Director
New York, NY
BlackRock Advisors, Inc. Managing Director & Director
Wilmington, DE
BlackRock Financial Managing Director
Management, Inc.
New York, NY
|
John P. Moran BlackRock Capital Managing Director & Director
Managing Director and Director Management, Inc.
Wilmington, DE
BlackRock, Inc. Managing Director
New York, NY
BlackRock Advisors, Inc. Managing Director & Director
Wilmington, DE
BlackRock Investments, President
Inc.
New York, NY
Ralph L. Schlosstein BlackRock Provident Chairman & President
President and Director Institutional Funds
Wilmington, DE
BlackRock Capital President & Director
Management, Inc.
Wilmington, DE
BlackRock, Inc. President & Director
New York, NY
BlackRock International, President & Director
Ltd.
Edinburgh, Scotland
BlackRock (Japan), Inc. President & Director
New York, NY
BlackRock Investments, Director
Inc.
New York, NY
BlackRock Advisors, Inc. President & Director
Wilmington, DE
BlackRock Financial President & Director
Management, Inc.
New York, NY
BlackRock HPB Management Director
LLC
New York, NY
Keith T. Anderson BlackRock Capital Managing Director
Managing Director Management, Inc.
Wilmington, DE
BlackRock, Inc. Managing Director
New York, NY
BlackRock Advisors, Inc. Managing Director
Wilmington, DE
|
BlackRock Financial Managing Director Management, Inc. New York, NY BlackRock International, Managing Director Ltd. Edinburgh, Scotland BlackRock (Japan), Inc. Managing Director New York, NY |
2. Numeric Investors, LLC:
The sole business activity of Numeric Investors, LLC
("Numeric"), One Memorial Drive, 4th Floor, Cambridge,
Massachusetts 02142, is to serve as an investment
adviser. Numeric is registered under the Investment
Advisers Act of 1940.
Information as to the directors and officers of Numeric is as follows:
Name and Position with Numeric Other Company Position With Other Company ------------------------------ ------------- --------------------------- P. Andrews McLane TA Associates Managing Director and Member of Director of Numeric Boston, MA the Executive Committee of Board Michael Wilson TA Associates Principal Director of Numeric Boston, MA |
3. Bogle Investment Management, LP:
The sole business activity of Bogle Investment
Management, LP ("Bogle"), 57 River Street, Suite 206,
Wellesley, Massachusetts 02481, is to serve as an
investment adviser. Bogle is registered under the
Investment Advisers Act of 1940.
The directors and officers have not held any positions with other companies during the last two fiscal years.
4. Boston Partners Asset Management, LLC:
The sole business activity of Boston Partners Asset
Management, LLC ("BPAM"), 28 State Street, 21st Floor,
Boston, Massachusetts 02109, is to serve as an
investment adviser. BPAM is registered under the
Investment Advisers Act of 1940.
BPAM is registered under the Investment Advisers Act of 1940 and serves as an investment adviser for registered investment companies. Information as to the directors and officers of Boston is as follows:
Name and Position with BPAM Other Company Position With Other Company
--------------------------- ------------- ---------------------------
William J. Kelly Robeco USA, LLC Chief Financial Officer
Chief Executive Officer
Robeco USA, Inc. Chief Executive Officer and
Treasurer
|
Mary Ann Iudice Robeco USA, LLC Chief Compliance Officer
Compliance Officer
Robeco USA, Inc. Chief Compliance Officer
|
5. Schneider Capital Management Company:
The sole business activity of Schneider Capital
Management Company ("Schneider"), 460 E. Swedesford
Road, Suite 1080, Wayne, PA 19087, is to serve as an
investment adviser. Schneider is registered under the
Investment Advisers Act of 1940.
Information as to the directors and officers of Schneider is as follows:
Name and Position with Schneider Other Company Position With Other Company -------------------------------- ------------- --------------------------- Arnold C. Schneider, III Turnbridge Management President President and Chief Investment Partners Corp. Officer Steven J. Fellin Turnbridge Management Vice President Sr. Vice President and Chief Partners Corp. Financial Officer |
6. Wescorp Investment Services, LLC:
The sole business activity of Wescorp Investment
Services, LLC, 924 Overland Court, San Dimas, California
91773 ("Wescorp"), is to serve as an investment adviser.
Wescorp is registered under the Investment Advisers Act
of 1940.
The directors and officers have not held any positions with other companies during the last two fiscal years.
7. Weiss, Peck & Greer Investments:
The sole business activity of Weiss, Peck & Greer
Investments ("WPG"), 909 Third Avenue, New York, NY
10022, is to serve as an investment adviser. WPG is
registered under the Investment Advisers Act of 1940.
Information as to the directors and officers of WPG is as follows:
Name and Position with WPG Other Company Position With Other Company
-------------------------- ------------- ---------------------------
Stan Bichel Robeco USA, LLC Chief Executive Officer
Chief Executive Officer
Robeco USA, Inc. Chairman of the Board
William J. Kelly Robeco USA, LLC Chief Financial Officer
Chief Financial Officer
Robeco USA, Inc. Chief Executive and Treasurer
Mary Ann Iudice Robeco USA, LLC Chief Compliance Officer
Chief Compliance Officer
|
Robeco USA, Inc. Chief Compliance Officer
Robert Kleinberg Robeco USA, Inc. Chief Legal Officer
Chief Legal Officer
|
8. Hilliard Lyons Research Advisors:
The sole business activity of Hilliard Lyons Research
Advisors ("Hilliard"), 501 South Fourth Street,
Louisville, Kentucky 40202, is to serve as an investment
adviser. Hilliard is registered under the Investment
Advisers Act of 1940.
Information as to the directors and officers of Hilliard is as follows:
Name and Position with Hilliard Other Company Position With Other Company -------------------------- ------------- --------------------------- James M. Rogers None Executive Vice President, Chief Operating Officer and Director James R. Allen None President and Director Paul J. Moretti None Executive Vice President and Chief Financial Officer William S. Demchak PNC Financial Services Vice Chairman Director Group, Inc. Joseph C. Guyaux PNC Financial Services President Director Group, Inc. Joan L. Gulley PNC Advisors Executive Vice President Director John R. Bugh None Executive Vice President Carmella Miller None Executive Vice President, Chief Administrative Officer and Director |
Item 27. PRINCIPAL UNDERWRITER
(a) PFPC Distributors, Inc. (the "Distributor") acts as principal underwriter for the following investment companies:
AB Funds Trust
AFBA 5 Star Funds, Inc.
Atlantic Whitehall Funds Trust
Highland Floating Rate Fund Highland Floating Rate Advantage Fund Forward Funds, Inc Harris Insight Funds Trust Hillview Investment Trust II Kalmar Pooled Investment Trust Matthews Asian Funds Metropolitan West Funds The RBB Fund, Inc. RS Investment Trust Stratton Growth Fund, Inc. Stratton Monthly Dividend REIT Shares, Inc. The Stratton Funds, Inc. Van Wagoner Funds Wilshire Mutual Funds, Inc. Wilshire Variable Insurance Trust
Distributed by BlackRock Distributors, Inc., a wholly owned subsidiary of PFPC Distributors, Inc.:
BlackRock Provident Institutional Funds
BlackRock Funds
International Dollar Reserve Fund I, Ltd.
BlackRock Bond Allocation Target Shares
Distributed by MGI Funds Distributors, Inc., a wholly owned subsidiary of PFPC Distributors, Inc.:
MGI Funds.
Distributed by Northern Funds Distributors, LLC., a wholly owned subsidiary of PFPC Distributors, Inc.:
Northern Funds
Northern Institutional Funds
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 760 Moore Road, King of Prussia, Pennsylvania 19406.
(b) The following is a list of the executive officers, directors, and partners of PFPC Distributors, Inc.:
Name Title with PFPC Distributors
---- ----------------------------
Brian Burns - Chairman, Chief Executive Officer, Director and President
Michael Denofrio - Director
Nick Marsini - Director
Rita G. Adler Chief Compliance Officer & Anti-Money
Laundering Officer
Christine A. Ritch - Chief Legal Officer, Assistant Secretary and Assistant Clerk
Steven B. Sunnerberg - Secretary and Clerk
Julie Bartos - Assistant Secretary and Assistant Clerk
Bradley A. Stearns - Assistant Secretary and Assistant Clerk
Amy Brennan - Assistant Secretary and Assistant Clerk
|
Craig Stokarski - Treasurer and Financial & Operations Principal Douglas D. Castagna - Controller and Assistant Treasurer Bruno DiStefano - Vice President Susan K. Moscaritolo - Vice President |
(c) Not applicable.
Item 28. LOCATION OF ACCOUNTS AND RECORDS
(1) PFPC Trust Company (assignee under custodian agreement), 8800 Tinicum Boulevard, Suite 200, Philadelphia, Pennsylvania 19153 (records relating to its functions as sub-adviser and custodian).
(2) PFPC Distributors, Inc., 760 Moore Road, Valley Forge, 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, 18/th/ and Cherry Streets, Philadelphia, Pennsylvania 19103 (Registrant's Articles of Incorporation, By-Laws and Minute Books).
(6) Numeric Investors LLC, 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) Bogle Investment Management, L.P., 57 River Street, Suite 206, Wellesley, Massachusetts 02481 (records relating to its function as investment adviser).
(10) Bear Stearns & Co. Inc., Funds Management Department, 383 Madison Avenue, New York, New York 10179 (records relating to its function as co-administrator for investment portfolios advised by Numeric Investors L.P.)
(11) WesCorp Investment Services, LLC, 924 Overland Court, San Dimas, California 91773 (records relating to its function as investment adviser).
(12) Weiss, Peck & Greer Investments, 909 Third Avenue, New York, New York 10022 (records relating to its function as investment adviser).
(13) Hilliard Lyons Research Advisors, a division of J. J. B. Hilliard, W. L.
Lyons, Inc., 501 South 4th Street, Louisville, Kentucky 40202 (records
relating to its function as investment adviser).
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 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 100 to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Wilmington, and State of Delaware on the 25th day of November 2005.
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 Officer) and November 25, 2005 ------------------- Treasurer (Principal Financial and Accounting Edward J. Roach Officer) *J. Richard Carnall Director November 25, 2005 ------------------- J. Richard Carnall *Francis J. McKay Director November 25, 2005 ----------------- Francis J. McKay *Marvin E. Sternberg Director November 25, 2005 -------------------- Marvin E. Sternberg *Julian A. Brodsky Director November 25, 2005 ------------------ Julian A. Brodsky *Arnold M. Reichman Director November 25, 2005 ------------------- Arnold M. Reichman *Robert Sablowsky Director November 25, 2005 ----------------- Robert Sablowsky |
*By: /s/ Edward J. Roach ------------------------ Edward J. Roach Attorney-in-Fact |
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
|
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
|
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
|
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
|
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
|
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, J. Richard Carnall, 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: September 10, 2002
/s/ J. Richard Carnall
-----------------------
J. Richard Carnall
|
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement.
EXHIBIT DESCRIPTION
------- -----------
(d)(28) Investment Advisory Agreement between the Registrant and Weiss, Peck
& Greer Investments for the Robeco WPG Large Cap Growth Fund.
(d)(29) Investment Advisory Agreement between the Registrant and Weiss, Peck
& Greer Investments for the Robeco WPG Tudor Fund.
(d)(30) Contractual Fee Waiver Agreement between the Registrant and Weiss,
Peck & Greer Investments for the Robeco WPG Core Bond Fund, Robeco
WPG Large Cap Growth Fund and Robeco WPG Tudor Fund.
(e)(8) Form of Distribution Agreement Supplement between Registrant and
PFPC Distributors, Inc. (Senbanc Fund).
(g)(21) Custodian Agreement Supplement between Registrant and PFPC Trust
Company (Senbanc Fund).
(h)(65) Administration and Accounting Services Agreement between Registrant
and PFPC Inc. for the Robeco WPG Core Bond Fund, Robeco Large Cap
Growth Fund and Robeco WPG Tudor Fund.
(h)(66) Administrative Services Agreement Supplement between Registrant and
PFPC Distributors, Inc. for the Robeco WPG Core Bond Fund.
(h)(67) Administrative Services Agreement Supplement between Registrant and
PFPC Distributors, Inc. for the Robeco WPG Large Cap Growth Fund.
(h)(68) Administrative Services Agreement Supplement between Registrant and
PFPC Distributors, Inc. for the Robeco WPG Tudor Fund.
(h)(69) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. for the Robeco WPG Core Bond Fund.
(h)(70) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. for the Robeco WPG Large Cap Growth Fund.
(h)(71) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. for the Robeco WPG Tudor Fund.
(h)(72) Non-12b-1 Shareholder Services Plan and Related Form of Shareholder
Servicing Agreement (Robeco WPG Core Bond Fund - Institutional
Class).
(h)(73) Non-12b-1 Shareholder Services Plan and Related Form of Shareholder
Servicing Agreement (Robeco WPG Large Cap Growth Fund -
Institutional Class).
(h)(74) Non-12b-1 Shareholder Services Plan and Related Form of Shareholder
Servicing Agreement (Robeco WPG Tudor Fund - Institutional Class).
(h)(76) Administration and Accounting Services Agreement between Registrant
and PFPC Inc. for the Senbanc Fund.
(h)(77) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. for the Senbanc Fund.
(h)(78) Administrative Services Agreement Supplement between Registrant and
PFPC Distributors, Inc. for the Senbanc Fund.
(h)(79) Amended Schedule A to Regulatory Administration Services Agreement
between Registrant and PFPC Inc.
(i)(1) Legal Opinion of Drinker Biddle & Reath LLP.
(i)(2) Consent of Drinker Biddle & Reath LLP.
(j)(1) Consent of PricewaterhouseCoopers LLP.
(j)(2) Consent of KPMG LLP.
C-35
|
EXHIBIT DESCRIPTION
------- -----------
(l)(25) Purchase Agreement between Registrant and Hilliard Lyons Research
Advisers (Senbanc Fund).
(p)(8) Code of Ethics of J.J.B. Hilliard W.L. Lyons, Inc.
|
Exhibit (d)(28)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of April 29, 2005, between THE RBB FUND, INC., a Maryland corporation (herein called the "Fund"), and Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C. (herein called the "Investment Adviser").
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 (the "1940 Act"), and currently offers or proposes to offer shares representing interests in separate investment portfolios;
WHEREAS, the Fund desires to retain the Investment Adviser to render certain investment advisory services to the Fund with respect to the Fund's Robeco WPG Large Cap Growth Fund (the "Portfolio"), and the Investment Adviser is willing to so render such services; and
WHEREAS, the Board of Directors of the Fund and the shareholders of the Portfolio have approved this Agreement, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth;
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:
SECTION 1. APPOINTMENT. The Fund hereby appoints the Investment Adviser to act as investment adviser for the Portfolio for the period and on the terms set forth in this Agreement. The Investment Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.
SECTION 2. DELIVERY OF DOCUMENTS. The Fund has furnished the Investment Adviser with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Board of Directors of the Fund authorizing the appointment of the Investment Adviser and the execution and delivery of this Agreement;
(b) Each prospectus and statement of additional information relating to any class of Shares representing interests in the Portfolio of the Fund in effect under the Securities Act of 1933 (such prospectus and statement of additional information, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectus" and "Statement of Additional Information," respectively).
The Fund will promptly furnish the Investment Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the Investment Adviser with copies of the Fund's Charter and By-laws, and any registration statement or service contracts related to the Portfolio, and will promptly furnish the Investment Adviser with any amendments of or supplements to such documents.
SECTION 3. MANAGEMENT. Subject to the supervision of the Board of Directors of the Fund, the Investment Adviser will provide for the overall management of the Portfolio including (i) the provision of a continuous investment program for the Portfolio, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Portfolio, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Fund for the Portfolio, and (iii) the placement from time to time of orders for all purchases and sales made for the Portfolio. The Investment Adviser will provide the services rendered by it hereunder in accordance with the Portfolio's investment objectives, restrictions and policies as stated in the applicable Prospectus and 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 Adviser further agrees that it will render to the Fund's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may reasonably request. The Investment Adviser agrees to provide to the Fund (or its agents and service providers) prompt and accurate data with respect to the Portfolio's transactions and, where not otherwise available, the daily valuation of securities in the Portfolio.
SECTION 4. BROKERAGE. Subject to the Investment Adviser's obligation to obtain best price and execution, the Investment Adviser shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Adviser places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolio's securities be purchased from or sold to the Fund's principal underwriter, the Investment Adviser, or any
affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Adviser shall report to the Board of Directors of
the Fund at least quarterly with respect to brokerage transactions that were
entered into by the Investment Adviser, pursuant to the foregoing paragraph, and
shall certify to the Board that the commissions paid were reasonable in terms
either of that transaction or the overall responsibilities of the Investment
Adviser to the Fund and the Investment Adviser's other clients, that the total
commissions paid by the Fund were reasonable in relation to the benefits to the
Fund over the long term, and that such commissions were paid in compliance with
Section 28(e) of the Securities Exchange Act of 1934.
SECTION 5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Investment Adviser further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies having jurisdiction over the Investment Adviser in the performance of its duties hereunder. The Investment Adviser will treat confidentially and as proprietary information of the Fund all records and other information relating to the Fund and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except, after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. Where the Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply with a request for records or other information relating to the Fund, the Investment Adviser may comply with such request prior to obtaining the Fund's written approval, provided that the Investment Adviser has taken reasonable steps to promptly notify the Fund, in writing, upon receipt of the request.
SECTION 6. SERVICES NOT EXCLUSIVE. The Investment Adviser and its officers may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Adviser to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Portfolio or the Fund.
Nothing in this Agreement shall limit or restrict the Investment Adviser 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 Adviser 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 Adviser shall have no obligation to acquire for the Portfolio a position in any investment which the Investment Adviser, 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 Adviser 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 Adviser agrees that this Section 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Adviser 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 Adviser under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Adviser agrees that this
Section 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Adviser arising under federal or state law, including Section
36 of the 1940 Act. The Investment Adviser agrees that this Section 6 shall be
interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
SECTION 7. BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Investment Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Investment Adviser further agrees to preserve for the periods prescribed by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule 3la-1 under the 1940 Act.
SECTION 8. EXPENSES. During the term of this Agreement, the
Investment Adviser will pay all expenses incurred by it in connection with its
activities under this Agreement. The Portfolio shall bear all of its own
expenses not specifically assumed by the Investment Adviser. General expenses of
the Fund not readily identifiable as belonging to a Portfolio of the Fund shall
be allocated among all investment portfolios by or under the direction of the
Fund's Board of Directors in such manner as the Board determines to be fair and
equitable. Expenses borne by the Portfolio shall include, but are not limited
to, the following (or the Portfolio's share of the following): (a) the cost
(including brokerage commissions) of securities purchased or sold by the
Portfolio and any losses incurred in connection therewith; (b) fees payable to
and expenses incurred on behalf of the Portfolio by the Investment Adviser; (c)
filing fees and expenses relating to the registration and qualification of the
Fund and the Portfolio's shares under federal and/or state securities laws and
maintaining such registrations and qualifications; (d) fees and salaries payable
to the Fund's directors and officers; (e) taxes (including any income or
franchise taxes) and governmental fees; (f) costs of any liability and other
insurance or fidelity bonds; (g) any costs, expenses or losses arising out of 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.
SECTION 9. VOTING. The Investment Adviser shall have the authority to vote as agent for the Fund, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which the 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.
SECTION 10. RESERVATION OF NAME. The Investment Adviser shall at all times have all rights in and to the Portfolio's name and all investment models used by or on behalf of the Portfolio. The Investment Adviser may use the Portfolio's name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. The Fund hereby agrees that in the event that neither the Investment Adviser nor any of its affiliates acts as investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not contain the names "Weiss, Peck & Greer" or "Robeco" or the initials "WPG" or otherwise suggest an affiliation with the Investment Adviser.
SECTION 11. COMPENSATION. (a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Adviser from the assets of the Portfolio and the Investment Adviser will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of 0.75% of the Portfolio's average daily net assets. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. (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. The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Portfolio for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser.
SECTION 12. LIMITATION OF LIABILITY. The Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Portfolio will indemnify the Investment Adviser 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 Adviser. 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 Adviser 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 Adviser was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of directors of the Fund who
are neither "interested persons" of the Fund nor parties to the proceeding
("disinterested non-party directors") or (b) an independent legal counsel in a
written opinion. The Investment Adviser 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 Adviser 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 Adviser 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 Adviser 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 Section 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Investment Adviser's rights to the Portfolio's name. The Investment Adviser shall indemnify and hold harmless the Fund and the Portfolio for any claims arising from the use of the terms "Weiss, Peck & Greer" or "Robeco" or "WPG" in the name of the Portfolio.
SECTION 13. DURATION AND TERMINATION. This Agreement shall become effective with respect to the Portfolio as of the closing date of the reorganization as defined in the Agreement and Plan of Reorganization between the Fund and the Investment Adviser dated as of April 29, 2005 (the "Effective Date") and, unless sooner terminated as provided herein, shall continue with respect to the Portfolio until August 16, 2006. Thereafter, if not terminated, this Agreement shall continue with respect to the Portfolio for successive annual periods ending on August 16, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that this Agreement may be terminated with respect to the Portfolio by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, on 60 days' prior written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 60 days' prior written notice to the Fund. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act).
SECTION 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.
SECTION 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.
SECTION 16. NOTICE. All notices hereunder shall be given in writing and delivered by hand, national overnight courier, facsimile (provided written confirmation of receipt is obtained and said notice is sent via first class mail on the next business day) or mailed by certified mail, return receipt requested, as follows:
If to the Investment Adviser:
Weiss, Peck & Greer Investments,
a division of Robeco USA, L.L.C.
909 Third Avenue
31st Floor
New York, NY 10022
Attn: General Counsel
Fax: (212) 908-0195
If to the Fund:
The RBB Fund, Inc.
400 Bellevue Parkway
Suite 100
Wilmington, DE 19809
Attn: Edward J. Roach
Fax: 302-791-4830
The effective date of any notice shall be (i) the date such notice is sent if such delivery is effected by hand or facsimile; (ii) one business day after the date such notice is sent if such delivery is effected by national overnight courier; or (iii) the fifth (5th) Business Day after the date of mailing thereof.
SECTION 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.
SECTION 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: /s/ Edward J. Roach Name: Edward J. Roach Title: President and Treasurer |
WEISS, PECK & GREER INVESTMENTS,
A DIVISION OF ROBECO USA, L.L.C.
By: /s/ William J. Kelly Name: William J. Kelly Title: Chief Executive Officer |
Exhibit (d)(29)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of April 29, 2005, between THE RBB FUND, INC., a Maryland corporation (herein called the "Fund"), and Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C. (herein called the "Investment Adviser").
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 (the "1940 Act"), and currently offers or proposes to offer shares representing interests in separate investment portfolios;
WHEREAS, the Fund desires to retain the Investment Adviser to render certain investment advisory services to the Fund with respect to the Fund's Robeco WPG Tudor Fund (the "Portfolio"), and the Investment Adviser is willing to so render such services; and
WHEREAS, the Board of Directors of the Fund and the shareholders of the Portfolio have approved this Agreement, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth;
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:
SECTION 1. APPOINTMENT. The Fund hereby appoints the Investment Adviser to act as investment adviser for the Portfolio for the period and on the terms set forth in this Agreement. The Investment Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.
SECTION 2. DELIVERY OF DOCUMENTS. The Fund has furnished the Investment Adviser with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Board of Directors of the Fund authorizing the appointment of the Investment Adviser and the execution and delivery of this Agreement;
(b) Each prospectus and statement of additional information relating to any class of Shares representing interests in the Portfolio of the Fund in effect under the Securities Act of 1933 (such prospectus and statement of additional information, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectus" and "Statement of Additional Information," respectively).
The Fund will promptly furnish the Investment Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the Investment Adviser with copies of the Fund's Charter and By-laws, and any registration statement or service contracts related to the Portfolio, and will promptly furnish the Investment Adviser with any amendments of or supplements to such documents.
SECTION 3. MANAGEMENT. Subject to the supervision of the Board of Directors of the Fund, the Investment Adviser will provide for the overall management of the Portfolio including (i) the provision of a continuous investment program for the Portfolio, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Portfolio, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Fund for the Portfolio, and (iii) the placement from time to time of orders for all purchases and sales made for the Portfolio. The Investment Adviser will provide the services rendered by it hereunder in accordance with the Portfolio's investment objectives, restrictions and policies as stated in the applicable Prospectus and 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 Adviser further agrees that it will render to the Fund's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may reasonably request. The Investment Adviser agrees to provide to the Fund (or its agents and service providers) prompt and accurate data with respect to the Portfolio's transactions and, where not otherwise available, the daily valuation of securities in the Portfolio.
SECTION 4. BROKERAGE. Subject to the Investment Adviser's obligation to obtain best price and execution, the Investment Adviser shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Adviser places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolio's securities be purchased from or sold to the Fund's principal underwriter, the Investment Adviser, or any
affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Adviser shall report to the Board of Directors of
the Fund at least quarterly with respect to brokerage transactions that were
entered into by the Investment Adviser, pursuant to the foregoing paragraph, and
shall certify to the Board that the commissions paid were reasonable in terms
either of that transaction or the overall responsibilities of the Investment
Adviser to the Fund and the Investment Adviser's other clients, that the total
commissions paid by the Fund were reasonable in relation to the benefits to the
Fund over the long term, and that such commissions were paid in compliance with
Section 28(e) of the Securities Exchange Act of 1934.
SECTION 5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Investment Adviser further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies having jurisdiction over the Investment Adviser in the performance of its duties hereunder. The Investment Adviser will treat confidentially and as proprietary information of the Fund all records and other information relating to the Fund and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except, after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. Where the Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply with a request for records or other information relating to the Fund, the Investment Adviser may comply with such request prior to obtaining the Fund's written approval, provided that the Investment Adviser has taken reasonable steps to promptly notify the Fund, in writing, upon receipt of the request.
SECTION 6. SERVICES NOT EXCLUSIVE. The Investment Adviser and its officers may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Adviser to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Portfolio or the Fund.
Nothing in this Agreement shall limit or restrict the Investment Adviser 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 Adviser 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 Adviser shall have no obligation to acquire for the Portfolio a position in any investment which the Investment Adviser, 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 Adviser 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 Adviser agrees that this Section 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Adviser 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 Adviser under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Adviser agrees that this
Section 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Adviser arising under federal or state law, including Section
36 of the 1940 Act. The Investment Adviser agrees that this Section 6 shall be
interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
SECTION 7. BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Investment Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Investment Adviser further agrees to preserve for the periods prescribed by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule 3la-1 under the 1940 Act.
SECTION 8. EXPENSES. During the term of this Agreement, the
Investment Adviser will pay all expenses incurred by it in connection with its
activities under this Agreement. The Portfolio shall bear all of its own
expenses not specifically assumed by the Investment Adviser. General expenses of
the Fund not readily identifiable as belonging to a Portfolio of the Fund shall
be allocated among all investment portfolios by or under the direction of the
Fund's Board of Directors in such manner as the Board determines to be fair and
equitable. Expenses borne by the Portfolio shall include, but are not limited
to, the following (or the Portfolio's share of the following): (a) the cost
(including brokerage commissions) of securities purchased or sold by the
Portfolio and any losses incurred in connection therewith; (b) fees payable to
and expenses incurred on behalf of the Portfolio by the Investment Adviser; (c)
filing fees and expenses relating to the registration and qualification of the
Fund and the Portfolio's shares under federal and/or state securities laws and
maintaining such registrations and qualifications; (d) fees and salaries payable
to the Fund's directors and officers; (e) taxes (including any income or
franchise taxes) and governmental fees; (f) costs of any liability and other
insurance or fidelity bonds; (g) any costs, expenses or losses arising out of 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.
SECTION 9. VOTING. The Investment Adviser shall have the authority to vote as agent for the Fund, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which the 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.
SECTION 10. RESERVATION OF NAME. The Investment Adviser shall at all times have all rights in and to the Portfolio's name and all investment models used by or on behalf of the Portfolio. The Investment Adviser may use the Portfolio's name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. The Fund hereby agrees that in the event that neither the Investment Adviser nor any of its affiliates acts as investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not contain the names "Weiss, Peck & Greer" or "Robeco" or the initials "WPG" or otherwise suggest an affiliation with the Investment Adviser.
SECTION 11. COMPENSATION. (a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Adviser from the assets of the Portfolio and the Investment Adviser will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of 0.90% of the Portfolio's average daily net assets up to $300 million, 0.80% of the Portfolio's average daily net assets of $300 million to $500 million and 0.75% of the Portfolios average daily net assets in excess of $500 million. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. (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. The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Portfolio for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser.
SECTION 12. LIMITATION OF LIABILITY. The Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Portfolio will indemnify the Investment Adviser 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 Adviser. 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 Adviser 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 Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in a written opinion. The Investment Adviser 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 Adviser 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 Adviser 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 Adviser 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 Section 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Investment Adviser's rights to the Portfolio's name. The Investment Adviser shall indemnify and hold harmless the Fund and the Portfolio for any claims arising from the use of the terms "Weiss, Peck & Greer" or "Robeco" or "WPG" in the name of the Portfolio.
SECTION 13. DURATION AND TERMINATION. This Agreement shall become effective with respect to the Portfolio as of the closing date of the reorganization as defined in the Agreement and Plan of Reorganization between the Fund and the Investment Adviser dated as of April 29, 2005 (the "Effective Date") and, unless sooner terminated as provided herein, shall continue with respect to the Portfolio until August 16, 2006. Thereafter, if not terminated, this Agreement shall continue with respect to the Portfolio for successive annual periods ending on August 16, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that this Agreement may be terminated with respect to the Portfolio by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, on 60 days' prior written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 60 days' prior written notice to the Fund. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act).
SECTION 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.
SECTION 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.
SECTION 16. NOTICE. All notices hereunder shall be given in writing and delivered by hand, national overnight courier, facsimile (provided written confirmation of receipt is obtained and said notice is sent via first class mail on the next business day) or mailed by certified mail, return receipt requested, as follows:
If to the Investment Adviser:
Weiss, Peck & Greer Investments,
a division of Robeco USA, L.L.C.
909 Third Avenue
31st Floor
New York, NY 10022
Attn: General Counsel
Fax: (212) 908-0195
If to the Fund:
The RBB Fund, Inc.
400 Bellevue Parkway
Suite 100
Wilmington, DE 19809
Attn: Edward J. Roach
Fax: 302-791-4830
The effective date of any notice shall be (i) the date such notice is sent if such delivery is effected by hand or facsimile; (ii) one business day after the date such notice is sent if such delivery is effected by national overnight courier; or (iii) the fifth (5th) Business Day after the date of mailing thereof.
SECTION 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.
SECTION 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: /s/ Edward J. Roach Name: Edward J. Roach Title: President and Treasurer |
WEISS, PECK & GREER INVESTMENTS,
A DIVISION OF ROBECO USA, L.L.C.
By: /s/ William J. Kelly Name: William J. Kelly Title: Chief Executive Officer |
Exhibit (d)(30)
April 29, 2005
Edward J. Roach
President
The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
Re: Robeco WPG Investment Funds
Dear Mr. Roach:
By our execution of this letter agreement (the "Agreement"), intending to be legally bound hereby and effective as of the date noted above, Robeco USA, L.L.C., through its division Weiss, Peck & Greer Investments (the "Adviser"), agrees that in order to maintain the established expense ratios of the Robeco WPG Investment Funds, which is comprised of the Robeco WPG Core Bond Fund, the Robeco WPG Large Cap Growth Fund, and the Robeco WPG Tudor Fund (each a "Fund"), of The RBB Fund, Inc., the Adviser shall, until further notice, but in no event terminating before December 31, 2006, waive all or a portion of its investment advisory fees and/or reimburse expenses (other than brokerage commissions, extraordinary items, interest, taxes and any other items as agreed upon by both parties from time to time) in an aggregate amount equal to the amount by which a Fund's total operating expenses (other than brokerage commissions, extraordinary items, interest, taxes and any other items as agreed upon by both parties from time to time) exceeds a total operating expense ratio (other than brokerage commissions, extraordinary items, interest, taxes and any other items as agreed upon by both parties from time to time) of:
. 0.68%(excluding short sale dividend expense) of the average daily net assets of the Investor Class of the Robeco WPG Core Bond Fund;
. 0.53%(excluding short sale dividend expense) of the average daily net assets of the Retirement Class of the Robeco WPG Core Bond Fund;
. 0.43%(excluding short sale dividend expense) of the average daily net assets of the Institutional Class of the Robeco WPG Core Bond Fund;
. 1.40%(excluding short sale dividend expense) of the average daily net assets of the Institutional Class of the Robeco WPG Large Cap Growth Fund; and
. 1.70%(excluding short sale dividend expense) of the average daily net assets of the Institutional Class of the Robeco WPG Tudor Fund.
Exhibit (d)(30)
April 29, 2005
Except to the extent of questions arising over miscalculated fees or a good faith dispute over the excluded categories described above, the Adviser acknowledges that (1) it shall not be entitled to collect on or make a claim for waived fees at any time in the future, and (2) it shall not be entitled to collect on or make a claim for reimbursed Fund expenses at any time in the future.
WEISS, PECK & GREER INVESTMENTS,
A DIVISION OF ROBECO USA, L.L.C.
By: /s/ William J. Kelly
William J. Kelly
Chief Executive Officer
|
Your signature below acknowledges
acceptance of this Agreement:
By: /s/ Edward J. Roach
Edward J. Roach
President and Treasurer
The RBB Fund, Inc.
|
Exhibit (e)(8)
FORM OF DISTRIBUTION AGREEMENT SUPPLEMENT
The RBB Company, Inc.
Senbanc Fund
This supplemental agreement is entered into this __ day of __________, 200_, by and between THE RBB COMPANY, INC. (the "Company") and PFPC DISTRIBUTORS, INC. (the "Distributor").
The Company is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Company and the 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 Company, 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 Company agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement is hereby adopted for the Senbanc Fund Class of Common Stock (Class WWW) of the Company (the "Class").
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 Company 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 COMPANY, INC. PFPC DISTRIBUTORS, INC.
By: By:
--------------------- ---------------------------
Name: Edward J. Roach Name:
|
Title: President Title:
Exhibit (g)(21)
CUSTODIAN AGREEMENT SUPPLEMENT
(Senbanc Fund of The RBB Fund, Inc.)
This supplemental agreement is entered into this 1st day of September, 2005 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 Senbanc 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 Supplement 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 Supplement, intending to be legally abound hereby, as of the date and year first above written.
THE RBB FUND, INC. PFPC TRUST COMPANY
By: /s/ Edward J. Roach By: /s/ Edward A. Smith, III Name: Edward J. Roach Name: Edward A. Smith, III Title: President Title: Vice President |
Exhibit (h)(65)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of April 30, 2005 by and between PFPC Inc., a Massachusetts corporation ("PFPC") and The RBB Fund, Inc. a Maryland corporation (the "Fund").
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 Robeco WPG Funds on behalf of each of its investment portfolios as set forth on Exhibit A attached hereto and made a part hereof as such Exhibit A may be amended from time to time (each 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. An Authorized Person's scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Change of Control" means a change in ownership or control (not including transactions between wholly-owned direct or indirect subsidiaries of a common parent) of 25% or more of the beneficial ownership of the shares of common stock or shares of beneficial interest of an entity or its parent(s).
(f) "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. PFPC may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.
(g) "SEC" means the Securities and Exchange Commission.
(h) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and the CEA.
(i) "Shares" means the shares of beneficial interest of any series or class of the Fund.
(j) "Written Instructions" mean (i) written instructions signed by an Authorized Person and received by PFPC or (ii) trade instructions transmitted (and received by PFPC) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. 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 each Portfolio, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services.
3. Information. The Fund will provide such information and documentation as PFPC may reasonably request in connection with services provided by PFPC to the Fund.
4. Compliance with Rules and Regulations.
PFPC undertakes to comply with all 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 other entity.
5. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written Instruction 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 or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC's ability to rely upon such Oral Instructions.
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 from 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 or 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.
(d) Protection of PFPC. PFPC shall be indemnified by the Fund and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or 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 or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.
7. Records; Visits.
(a) The books and records pertaining to the Fund and the Portfolios 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 each Portfolio's books of account;
(ii) records of each 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. Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC a competitive advantage over its competitors; (c) all confidential or
proprietary concepts, documentation, reports, data, specifications,
computer software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential.
Notwithstanding the foregoing, information shall not be subject to such
confidentiality obligations if it: (a) is already known to the receiving
party at the time it is obtained; (b) is or becomes publicly known or
available through no wrongful act of the receiving party; (c) is
rightfully received from a third party who, to the best of the receiving
party's knowledge, is not under a duty of confidentiality; (d) is
released by the protected party to a third party without restriction;
(e) is required to be disclosed by the receiving party pursuant to a
requirement of a court order, subpoena, governmental or regulatory
agency or law (provided the receiving party will provide the other party
written notice of such requirement, to the extent such notice is
permitted); (f) is relevant to the defense of any claim or cause of
action asserted against the receiving party; or (g) has been or is
independently developed or obtained by the receiving party.
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 each 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. PFPC System. PFPC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts,
expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC in connection with the services provided by PFPC to the Fund.
11. 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.
12. Compensation.
(a) As compensation for services rendered by PFPC during the term of this Agreement, the Fund, on behalf of each Portfolio, will pay to PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.
(b) The Fund hereby represents and warrants that this Agreement shall be provided to its Board of Directors and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement.
13. Indemnification. The Fund, on behalf of each Portfolio, agrees to indemnify, defend and hold harmless PFPC and its affiliates, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys' fees and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act which PFPC takes in connection
with the provision of services to the Fund. Neither PFPC, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by PFPC's or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of PFPC's activities under this Agreement. Any amounts payable by the Fund hereunder shall be satisfied only against the relevant Portfolio's assets and not against the assets of any other investment portfolio of the Fund. The provisions of this Section 13 shall survive termination of this Agreement.
14. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in a written amendment hereto. 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 only 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) Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities,
transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates and (ii) PFPC's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC for services provided hereunder during the 12 months immediately prior to the date of such loss or damage.
(d) No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action.
(e) Each party shall have a duty to mitigate damages for which the other party may become responsible.
(f) The provisions of this Section 14 shall survive termination of this Agreement.
15. Description of Accounting Services on a Continuous Basis.
PFPC will perform the following accounting services with respect to each 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 each 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 each 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 includes the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
16. Description of Administration Services on a Continuous Basis.
PFPC will perform the following administration services with respect to each 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.
17. 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. In the event the Fund gives notice of termination, all expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor accounting
and administration services agent(s) (and any other service provider(s)), and all trailing expenses incurred by PFPC, will be borne by the Fund.
18. Change of Control. Notwithstanding any other provision of this Agreement, in the event of an agreement to enter into a transaction that would result in a Change of Control of the Fund's adviser or sponsor, the Fund's ability to terminate the Agreement pursuant to Section 17 will be suspended from the time of such agreement until two years after the Change of Control.
19. Notices. Notices shall be addressed (a) if to PFPC, at 301 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to the
Fund, at 400 Bellevue Parkway, Wilmington, Delaware 19809, Attention:
Edward A. Roach or (c) if to neither of the foregoing, at such other
address as shall have been given by like notice to the sender of any
such notice or other communication by the other party. 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.
20. 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.
21. Assignment. PFPC may assign its rights hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided that PFPC gives the Fund 30 days prior written notice of such assignment.
22. 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.
23. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
24. Miscellaneous.
(a) Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld or delayed.
(b) Except as expressly provided in this Agreement, PFPC hereby disclaims all representations and warranties, express or implied, made to the Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.
(c) 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. 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.
(d) 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.
(e) 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.
(f) 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: /s/ Neal J. Andrews Title: Senior Managing Director |
THE RBB FUND, INC.
By: /s/ Edward J. Roach Title: President |
EXHIBIT A
This Exhibit A, dated as of April 30, 2005, is Exhibit A to that certain Administration and Accounting Services Agreement dated as of April 30, 2005 between PFPC Inc. and The RBB Fund, Inc.
PORTFOLIOS
Robeco WPG Core Bond Fund
Robeco WPG Large Cap Growth Fund
Robeco WPG Tudor Fund
Exhibit (h)(66)
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Robeco WPG Core Bond Fund
This supplemental agreement is entered into this day of April 30, 2005, 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 Retirement Class and Institutional Class of Common Stock of the Robeco WPG Core Bond 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: /s/ Edward J. Roach By: /s/ Bruno DiStefano
Edward J. Roach Bruno DiStefano
President Vice President
|
Exhibit (h)(67)
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Robeco WPG Large Cap Growth Fund
This supplemental agreement is entered into this 30th day of April 2005, 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 Institutional Class of Common Stock of the Robeco WPG Large Cap Growth 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: /s/ Edward J. Roach By: /s/ Bruno DiStefano
Edward J. Roach Bruno DiStefano
President Vice President
|
Exhibit (h)(68)
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Robeco WPG Tudor Fund
This supplemental agreement is entered into this 30th day of April 2005, 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 Institutional Class of Common Stock of the Robeco WPG Tudor 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: /s/ Edward J. Roach By: /s/ Bruno DiStefano
Edward J. Roach Bruno DiStefano
President Vice President
|
Exhibit (h)(69)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Robeco WPG Core Bond Fund of The RBB Fund, Inc.)
This supplemental agreement is entered into this 30th day of April, 2005 by and between THE RBB FUND, INC. (the "Fund") and PFPC INC., a Massachusetts corporation ("PFPC").
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 have entered into a Transfer Agency Agreement, dated as of November 5, 1991 (as from time to time amended and supplemented, the "Transfer Agency Agreement"), pursuant to which PFPC has undertaken to act as transfer agent, registrar and dividend disbursing agent 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 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 Robeco WPG Core Bond Fund (the "Portfolio").
2. Compensation. As compensation for the services rendered by PFPC during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to the Portfolio, monthly fees that shall be agreed to from time to time by the Fund and PFPC, for each account open at any time during the month for which payment is being made, plus certain of PFPC's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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: /s/ Edward J. Roach By: /s/ James W. Pasman Name: Edward J. Roach Name: James W. Pasman Title: President Title: Senior Vice President |
Exhibit (h)(70)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Robeco WPG Large Cap Growth Fund of The RBB Fund, Inc.)
This supplemental agreement is entered into this 30th day of April, 2005 by and between THE RBB FUND, INC. (the "Fund") and PFPC INC., a Massachusetts corporation ("PFPC").
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 have entered into a Transfer Agency Agreement, dated as of November 5, 1991 (as from time to time amended and supplemented, the "Transfer Agency Agreement"), pursuant to which PFPC has undertaken to act as transfer agent, registrar and dividend disbursing agent 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 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 Robeco WPG Large Cap Growth Fund (the "Portfolio").
2. Compensation. As compensation for the services rendered by PFPC during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to the Portfolio, monthly fees that shall be agreed to from time to time by the Fund and PFPC, for each account open at any time during the month for which payment is being made, plus certain of PFPC's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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: /s/ Edward J. Roach By: /s/ James W. Pasman Name: Edward J. Roach Name: James W. Pasman Title: President Title: Senior Vice President |
Exhibit (h)(71)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Robeco WPG Tudor Fund of The RBB Fund, Inc.)
This supplemental agreement is entered into this 30th day of April, 2005 by and between THE RBB FUND, INC. (the "Fund") and PFPC INC., a Massachusetts corporation ("PFPC").
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 have entered into a Transfer Agency Agreement, dated as of November 5, 1991 (as from time to time amended and supplemented, the "Transfer Agency Agreement"), pursuant to which PFPC has undertaken to act as transfer agent, registrar and dividend disbursing agent 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 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 Robeco WPG Tudor Fund (the "Portfolio").
2. Compensation. As compensation for the services rendered by PFPC during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to the Portfolio, monthly fees that shall be agreed to from time to time by the Fund and PFPC, for each account open at any time during the month for which payment is being made, plus certain of PFPC's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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: /s/ Edward J. Roach By: /s/ James W. Pasman Name: Edward J. Roach Name: James W. Pasman Title: President Title: Senior Vice President |
Exhibit (h)(72)
NON-12b-1 SHAREHOLDER SERVICES PLAN
OF
THE RBB FUND, INC.
(Robeco WPG Core Bond Fund - Institutional Class)
Section 1. Upon the recommendation of PFPC Distributors, Inc., the Company's distributor ("Distributor"), of shares of Class TTT Common Stock of The RBB Company, Inc., par value $.001 per share (the "Class TTT Shares"), any officer of The RBB Fund, Inc. (the "Company") is authorized to execute and deliver, in the name and on behalf of the Company, written agreements, in substantially the form attached hereto or in any other form duly approved by the Company's Board of Directors ("Servicing Agreements"), with securities dealers, financial institutions and other industry professionals that are shareholders or dealers of record or which have a servicing relationship with the beneficial owners of the Company's Class TTT Shares ("Service Organizations"). Such Servicing Agreements shall require the Service Organizations to provide certain support services on behalf of the Company as set forth therein to their clients who beneficially own Class TTT Shares in consideration of a fee, computed daily and paid monthly in the manner set forth in the Servicing Agreements, at the annual rate not to exceed 0.25% of the average daily net asset value of Class TTT Shares beneficially owned by such clients. All expenses incurred by the Company in connection with the Servicing Agreements and the implementation of this Non-12b-1 Shareholder Services Plan ("Plan") shall be borne entirely by the holders of Class TTT Shares.
Section 2. The Distributor shall monitor the arrangements pertaining to the Company's Servicing Agreements with Service Organizations in accordance with the terms of the Distributor's distribution agreement with the Company pertaining to Class TTT Shares. The Distributor shall not, however, be obligated by this Plan to recommend, and the Company shall not be obligated to execute, any Servicing Agreement with any Service Organization.
Section 3. So long as this Plan is in effect, the Distributor shall provide to the Company's Board of Directors, and the 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.
Section 4. This Plan shall become effective as of April 29, 2005 upon the approval of the Plan (and the form of Servicing Agreement attached hereto) by a majority of the Company's Directors who are not "interested persons" as defined in the Investment Company Act of 1940 (the "Act") of the Company and have no direct or indirect financial interest in the operation of this Plan or in any Servicing Agreements or other agreements related to this Plan (the "Disinterested Directors"), pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan (and form of Servicing Agreement.)
Section 5. Unless sooner terminated, this Plan shall continue until August 16, 2006 and thereafter shall continue automatically for successive annual periods commencing on August 16, provided such continuance is approved at least annually in the manner set forth in Section 4.
Section 6. This Plan may be amended at any time by the Company's Board of Directors, provided that any material amendments of the terms of this Plan shall become effective only upon the approvals set forth in Section 4.
Section 7. This Plan is terminable at any time by vote of a majority of the Disinterested Directors.
Section 8. While this Plan is in effect, the selection and nomination of those Directors who are not "interested persons" (as defined in the Act) of the Company shall be committed to the discretion of such Directors who are not "interested persons" (as defined in the Act) of the Company.
Section 9. The Company has adopted this Amended and Restated Non-12b-1 Shareholder Services Plan effective as of February 24, 2005.
THE RBB FUND, INC.
400 Bellevue Parkway
Wilmington, Delaware 19809
SHAREHOLDER SERVICING AGREEMENT
Gentlemen:
We wish to enter into this Shareholder Servicing Agreement with you concerning the provision of support services to your clients ("Clients") who may from time to time beneficially own shares of Class TTT Common Stock, par value $.001 per share ("Class TTT Shares").
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide any or all of the following support services to Clients who may from time to time beneficially own Class TTT Shares: (i) aggregating and processing purchase and redemption request for Class TTT Shares from Clients and placing net purchase and redemption orders with our transfer agent, PFPC Inc.; (ii) providing Clients with a service that invests the assets of their account in Class TTT Shares pursuant to specific or pre-authorizing instructions; (iii) processing dividend payments from us on behalf of Clients; (iv) providing information periodically to Clients showing their positions in Class TTT Shares; (v) arranging for bank wires; (vi) responding to Client inquiries relating to the services performed by you; (vii) providing subaccounting with respect to Class TTT Shares beneficially owned by Clients or the information to us necessary for subaccounting; (viii) if required by law, forwarding shareholder communications from us (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Clients; (ix) responding to Client inquires relating to dividends and distributions; (x) responding to Client inquires relating to Client account statements; (xi) responding to Client inquires relating to shareholder communications from us to Clients; (xii) providing Clients with information relating to developments affecting their Class TTT Shares and (xiii) providing such other similar services as we may reasonably request to the extent you are permitted to do so under applicable statutes, rules or regulations.
Section 2. You represent that: (a) you will provide to your Clients a schedule of any fees charged by you to your Clients in connection with the investment of their assets in Class TTT Shares; (b) you will retain payments received by you hereunder only if an investment in Class TTT Shares has been authorized by your Clients; and (c) the compensation paid to you hereunder will not be excessive or unreasonable.
Section 3. You will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used in your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the aforementioned services to Clients.
Section 4. Neither you nor any of your officers, employees or agents are authorized to make any representations concerning us or Class TTT Shares except those contained in our then current prospectus for such Class TTT Shares, copies of which will be supplied by us, or caused to be supplied by our distributor, to you, or in such supplemental literature or advertising as may be authorized by us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an independent contractor, and will have no authority to act as agent for us or PFPC Distributors, Inc. in any matter or in any respect. By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder or the purchase, redemption, transfer or registration of Class TTT Shares by or on behalf of Clients. You and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement.
Section 6. In consideration of the services and facilities provided by you hereunder, we will pay to you, and you will accept as full payment therefor, a fee at the annual rate of 0.25% of the average daily net asset value of the Class TTT Shares beneficially owned by your Clients for whom you are the dealer of record or holder of record or with whom you have a servicing relationship (the "Clients' Class TTT Shares"), which fee will be computed daily and payable monthly. For purposes of determining the fees payable under this Section 6, the average daily net asset value of the Clients' Class TTT Shares will be computed in the manner specified in your registration statement (as the same is in effect from time to time) in connection with the computation of the net asset value of Class TTT Shares for purposes of purchases and redemptions. The fee rate stated above may be prospectively increased or decreased by us, at our sole discretion, at any time upon notice to you. We may, in our discretion and without notice, suspend or withdraw the sale of Class TTT Shares, including the sale of such shares to you for the account of any Client or Clients.
Section 7. Any person authorized to direct the disposition of monies paid or payable by us pursuant to this Agreement will provide to our Board of Directors, and our Directors will review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. In addition, you will furnish us or our designees with such information as we or they may reasonably request (including, without limitation, periodic certifications confirming the provision to Clients of the services described herein), and will otherwise cooperate with us and our designees (including, without limitation, any auditors designated by us), in connection with the preparation of reports to our Board of Directors concerning this Agreement and the monies paid or payable by us pursuant hereto, as well as any other reports or filings that may be required by law.
Section 8. We may enter into other similar Shareholder Servicing Agreements with any other person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent, warrant and agree that in no event will any of the services provided by you hereunder be primarily intended to result in the sale of any shares issued by us.
Section 10. This Agreement will become effective on the date a fully executed copy of this Agreement is received by us or our designee. Unless sooner terminated, this Agreement will continue until August 16, 2006 and thereafter will continue automatically for successive annual periods ending on August 16, provided such continuance is specifically approved at least annually by us in the manner described in Section 13 hereof. This Agreement is terminable, without penalty, at any time by us (which termination may be by vote of a majority of our Disinterested Directors as defined in Section 13 hereof) or by you upon notice to the other party herein.
Section 11. All notices and other communications to either you or us will be duly given if mailed, telegraphed, telexed or transmitted by similar telecommunications device to the appropriate address shown herein.
Section 12. This Agreement will be construed in accordance with the laws of the State of Maryland and is non-assignable by the parties hereto.
Section 13. The form of this Agreement has been approved by vote of a majority of (i) our Board of Directors and (ii) those Directors who are not "interested persons" (as defined in the Investment Company Act of 1940) of us and have no direct or indirect financial interest in the operation of the Shareholder Services Plan adopted by us regarding the provision of support services to the beneficial owners of Class TTT Shares or in any agreements related thereto ("Disinterested Directors"), cast in person at a meeting called for the purpose of voting on such approval.
If you agree to be legally bound by the provisions of this Agreement, please sign a copy of this letter where indicated below and promptly return it to us, c/o PFPC Distributors, Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406.
Very truly yours,
THE RBB FUND, INC.
Date: _________ By:
------------------------------
Edward J. Roach
Authorized Officer
|
Accepted and Agreed to:
Name of Entity (Please Print or Type)
Address:
Title:
Exhibit (h)(73)
NON-12b-1 SHAREHOLDER SERVICES PLAN
OF
THE RBB FUND, INC.
(Robeco WPG Large Cap Growth Fund - Institutional Class)
Section 1. Upon the recommendation of PFPC Distributors, Inc., the Company's distributor ("Distributor"), of shares of Class VVV Common Stock of The RBB Company, Inc., par value $.001 per share (the "Class VVV Shares"), any officer of The RBB Fund, Inc. (the "Company") is authorized to execute and deliver, in the name and on behalf of the Company, written agreements, in substantially the form attached hereto or in any other form duly approved by the Company's Board of Directors ("Servicing Agreements"), with securities dealers, financial institutions and other industry professionals that are shareholders or dealers of record or which have a servicing relationship with the beneficial owners of the Company's Class VVV Shares ("Service Organizations"). Such Servicing Agreements shall require the Service Organizations to provide certain support services on behalf of the Company as set forth therein to their clients who beneficially own Class VVV Shares in consideration of a fee, computed daily and paid monthly in the manner set forth in the Servicing Agreements, at the annual rate not to exceed 0.25% of the average daily net asset value of Class VVV Shares beneficially owned by such clients. All expenses incurred by the Company in connection with the Servicing Agreements and the implementation of this Non-12b-1 Shareholder Services Plan ("Plan") shall be borne entirely by the holders of Class VVV Shares.
Section 2. The Distributor shall monitor the arrangements pertaining to the Company's Servicing Agreements with Service Organizations in accordance with the terms of the Distributor's distribution agreement with the Company pertaining to Class VVV Shares. The Distributor shall not, however, be obligated by this Plan to recommend, and the Company shall not be obligated to execute, any Servicing Agreement with any Service Organization.
Section 3. So long as this Plan is in effect, the Distributor shall provide to the Company's Board of Directors, and the 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.
Section 4. This Plan shall become effective as of April 29, 2005 upon the approval of the Plan (and the form of Servicing Agreement attached hereto) by a majority of the Company's Directors who are not "interested persons" as defined in the Investment Company Act of 1940 (the "Act") of the Company and have no direct or indirect financial interest in the operation of this Plan or in any Servicing Agreements or other agreements related to this Plan (the "Disinterested Directors"), pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan (and form of Servicing Agreement.)
Section 5. Unless sooner terminated, this Plan shall continue until August 16, 2006 and thereafter shall continue automatically for successive annual periods commencing on August 16, provided such continuance is approved at least annually in the manner set forth in Section 4.
Section 6. This Plan may be amended at any time by the Company's Board of Directors, provided that any material amendments of the terms of this Plan shall become effective only upon the approvals set forth in Section 4.
Section 7. This Plan is terminable at any time by vote of a majority of the Disinterested Directors.
Section 8. While this Plan is in effect, the selection and nomination of those Directors who are not "interested persons" (as defined in the Act) of the Company shall be committed to the discretion of such Directors who are not "interested persons" (as defined in the Act) of the Company.
Section 9. The Company has adopted this Amended and Restated Non-12b-1 Shareholder Services Plan effective as of February 24, 2005.
THE RBB FUND, INC.
400 Bellevue Parkway
Wilmington, Delaware 19809
SHAREHOLDER SERVICING AGREEMENT
Gentlemen:
We wish to enter into this Shareholder Servicing Agreement with you concerning the provision of support services to your clients ("Clients") who may from time to time beneficially own shares of Class VVV Common Stock, par value $.001 per share ("Class VVV Shares").
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide any or all of the following support
services to Clients who may from time to time beneficially own Class VVV Shares:
(i) aggregating and processing purchase and redemption request for Class VVV
Shares from Clients and placing net purchase and redemption orders with our
transfer agent, PFPC Inc.; (ii) providing Clients with a service that invests
the assets of their account in Class VVV Shares pursuant to specific or
pre-authorizing instructions; (iii) processing dividend payments from us on
behalf of Clients; (iv) providing information periodically to Clients showing
their positions in Class VVV Shares; (v) arranging for bank wires; (vi)
responding to Client inquiries relating to the services performed by you; (vii)
providing subaccounting with respect to Class VVV Shares beneficially owned by
Clients or the information to us necessary for subaccounting; (viii) if required
by law, forwarding shareholder communications from us (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Clients; (ix) responding to Client inquires
relating to dividends and distributions; (x) responding to Client inquires
relating to Client account statements; (xi) responding to Client inquires
relating to shareholder communications from us to Clients; (xii) providing
Clients with information relating to developments affecting their Class VVV
Shares and (xiii) providing such other similar services as we may reasonably
request to the extent you are permitted to do so under applicable statutes,
rules or regulations.
Section 2. You represent that: (a) you will provide to your Clients a schedule of any fees charged by you to your Clients in connection with the investment of their assets in Class VVV Shares; (b) you will retain payments received by you hereunder only if an investment in Class VVV Shares has been authorized by your Clients; and (c) the compensation paid to you hereunder will not be excessive or unreasonable.
Section 3. You will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used in your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the aforementioned services to Clients.
Section 4. Neither you nor any of your officers, employees or agents are authorized to make any representations concerning us or Class VVV Shares except those contained in our then current prospectus for such Class VVV Shares, copies of which will be supplied by us, or caused to be supplied by our distributor, to you, or in such supplemental literature or advertising as may be authorized by us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an independent contractor, and will have no authority to act as agent for us or PFPC Distributors, Inc. in any matter or in any respect. By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder or the purchase, redemption, transfer or registration of Class VVV Shares by or on behalf of Clients. You and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement.
Section 6. In consideration of the services and facilities provided by you hereunder, we will pay to you, and you will accept as full payment therefor, a fee at the annual rate of 0.25% of the average daily net asset value of the Class VVV Shares beneficially owned by your Clients for whom you are the dealer of record or holder of record or with whom you have a servicing relationship (the "Clients' Class VVV Shares"), which fee will be computed daily and payable monthly. For purposes of determining the fees payable under this Section 6, the average daily net asset value of the Clients' Class VVV Shares will be computed in the manner specified in your registration statement (as the same is in effect from time to time) in connection with the computation of the net asset value of Class VVV Shares for purposes of purchases and redemptions. The fee rate stated above may be prospectively increased or decreased by us, at our sole discretion, at any time upon notice to you. We may, in our discretion and without notice, suspend or withdraw the sale of Class VVV Shares, including the sale of such shares to you for the account of any Client or Clients.
Section 7. Any person authorized to direct the disposition of monies paid or payable by us pursuant to this Agreement will provide to our Board of Directors, and our Directors will review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. In addition, you will furnish us or our designees with such information as we or they may reasonably request (including, without limitation, periodic certifications confirming the provision to Clients of the services described herein), and will otherwise cooperate with us and our designees (including, without limitation, any auditors designated by us), in connection with the preparation of reports to our Board of Directors concerning this Agreement and the monies paid or payable by us pursuant hereto, as well as any other reports or filings that may be required by law.
Section 8. We may enter into other similar Shareholder Servicing Agreements with any other person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent, warrant and agree that in no event will any of the services provided by you hereunder be primarily intended to result in the sale of any shares issued by us.
Section 10. This Agreement will become effective on the date a fully executed copy of this Agreement is received by us or our designee. Unless sooner terminated, this Agreement will continue until August 16, 2006 and thereafter will continue automatically for successive annual periods ending on August 16, provided such continuance is specifically approved at least annually by us in the manner described in Section 13 hereof. This Agreement is terminable, without penalty, at any time by us (which termination may be by vote of a majority of our Disinterested Directors as defined in Section 13 hereof) or by you upon notice to the other party herein.
Section 11. All notices and other communications to either you or us will be duly given if mailed, telegraphed, telexed or transmitted by similar telecommunications device to the appropriate address shown herein.
Section 12. This Agreement will be construed in accordance with the laws of the State of Maryland and is non-assignable by the parties hereto.
Section 13. The form of this Agreement has been approved by vote of a majority of (i) our Board of Directors and (ii) those Directors who are not "interested persons" (as defined in the Investment Company Act of 1940) of us and have no direct or indirect financial interest in the operation of the Shareholder Services Plan adopted by us regarding the provision of support services to the beneficial owners of Class VVV Shares or in any agreements related thereto ("Disinterested Directors"), cast in person at a meeting called for the purpose of voting on such approval.
If you agree to be legally bound by the provisions of this Agreement, please sign a copy of this letter where indicated below and promptly return it to us, c/o PFPC Distributors, Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406.
Very truly yours,
THE RBB FUND, INC.
Date: By:
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Edward J. Roach
Authorized Officer
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Exhibit (h)(74)
NON-12b-1 SHAREHOLDER SERVICES PLAN
OF
THE RBB FUND, INC.
(Robeco WPG Tudor Fund - Institutional Class)
Section 1. Upon the recommendation of PFPC Distributors, Inc., the Company's distributor ("Distributor"), of shares of Class UUU Common Stock of The RBB Company, Inc., par value $.001 per share (the "Class UUU Shares"), any officer of The RBB Fund, Inc. (the "Company") is authorized to execute and deliver, in the name and on behalf of the Company, written agreements, in substantially the form attached hereto or in any other form duly approved by the Company's Board of Directors ("Servicing Agreements"), with securities dealers, financial institutions and other industry professionals that are shareholders or dealers of record or which have a servicing relationship with the beneficial owners of the Company's Class UUU Shares ("Service Organizations"). Such Servicing Agreements shall require the Service Organizations to provide certain support services on behalf of the Company as set forth therein to their clients who beneficially own Class UUU Shares in consideration of a fee, computed daily and paid monthly in the manner set forth in the Servicing Agreements, at the annual rate not to exceed 0.25% of the average daily net asset value of Class UUU Shares beneficially owned by such clients. All expenses incurred by the Company in connection with the Servicing Agreements and the implementation of this Non-12b-1 Shareholder Services Plan ("Plan") shall be borne entirely by the holders of Class UUU Shares.
Section 2. The Distributor shall monitor the arrangements pertaining to the Company's Servicing Agreements with Service Organizations in accordance with the terms of the Distributor's distribution agreement with the Company pertaining to Class UUU Shares. The Distributor shall not, however, be obligated by this Plan to recommend, and the Company shall not be obligated to execute, any Servicing Agreement with any Service Organization.
Section 3. So long as this Plan is in effect, the Distributor shall provide to the Company's Board of Directors, and the 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.
Section 4. This Plan shall become effective as of April 29, 2005 upon the approval of the Plan (and the form of Servicing Agreement attached hereto) by a majority of the Company's Directors who are not "interested persons" as defined in the Investment Company Act of 1940 (the "Act") of the Company and have no direct or indirect financial interest in the operation of this Plan or in any Servicing Agreements or other agreements related to this Plan (the "Disinterested Directors"), pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan (and form of Servicing Agreement.)
Section 5. Unless sooner terminated, this Plan shall continue until August 16, 2006 and thereafter shall continue automatically for successive annual periods commencing on August 16, provided such continuance is approved at least annually in the manner set forth in Section 4.
Section 6. This Plan may be amended at any time by the Company's Board of Directors, provided that any material amendments of the terms of this Plan shall become effective only upon the approvals set forth in Section 4.
Section 7. This Plan is terminable at any time by vote of a majority of the Disinterested Directors.
Section 8. While this Plan is in effect, the selection and nomination of those Directors who are not "interested persons" (as defined in the Act) of the Company shall be committed to the discretion of such Directors who are not "interested persons" (as defined in the Act) of the Company.
Section 9. The Company has adopted this Amended and Restated Non-12b-1 Shareholder Services Plan effective as of February 24, 2005.
THE RBB FUND, INC.
400 Bellevue Parkway
Wilmington, Delaware 19809
SHAREHOLDER SERVICING AGREEMENT
Gentlemen:
We wish to enter into this Shareholder Servicing Agreement with you concerning the provision of support services to your clients ("Clients") who may from time to time beneficially own shares of Class UUU Common Stock, par value $.001 per share ("Class UUU Shares").
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide any or all of the following support
services to Clients who may from time to time beneficially own Class UUU Shares:
(i) aggregating and processing purchase and redemption request for Class UUU
Shares from Clients and placing net purchase and redemption orders with our
transfer agent, PFPC Inc.; (ii) providing Clients with a service that invests
the assets of their account in Class UUU Shares pursuant to specific or
pre-authorizing instructions; (iii) processing dividend payments from us on
behalf of Clients; (iv) providing information periodically to Clients showing
their positions in Class UUU Shares; (v) arranging for bank wires; (vi)
responding to Client inquiries relating to the services performed by you; (vii)
providing subaccounting with respect to Class UUU Shares beneficially owned by
Clients or the information to us necessary for subaccounting; (viii) if required
by law, forwarding shareholder communications from us (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Clients; (ix) responding to Client inquires
relating to dividends and distributions; (x) responding to Client inquires
relating to Client account statements; (xi) responding to Client inquires
relating to shareholder communications from us to Clients; (xii) providing
Clients with information relating to developments affecting their Class UUU
Shares and (xiii) providing such other similar services as we may reasonably
request to the extent you are permitted to do so under applicable statutes,
rules or regulations.
Section 2. You represent that: (a) you will provide to your Clients a schedule of any fees charged by you to your Clients in connection with the investment of their assets in Class UUU Shares; (b) you will retain payments received by you hereunder only if an investment in Class UUU Shares has been authorized by your Clients; and (c) the compensation paid to you hereunder will not be excessive or unreasonable.
Section 3. You will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used in your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the aforementioned services to Clients.
Section 4. Neither you nor any of your officers, employees or agents are authorized to make any representations concerning us or Class UUU Shares except those contained in our then current prospectus for such Class UUU Shares, copies of which will be supplied by us, or caused to be supplied by our distributor, to you, or in such supplemental literature or advertising as may be authorized by us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an independent contractor, and will have no authority to act as agent for us or PFPC Distributors, Inc. in any matter or in any respect. By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder or the purchase, redemption, transfer or registration of Class UUU Shares by or on behalf of Clients. Zou and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement.
Section 6. In consideration of the services and facilities provided by you hereunder, we will pay to you, and you will accept as full payment therefor, a fee at the annual rate of 0.25% of the average daily net asset value of the Class UUU Shares beneficially owned by your Clients for whom you are the dealer of record or holder of record or with whom you have a servicing relationship (the "Clients' Class UUU Shares"), which fee will be computed daily and payable monthly. For purposes of determining the fees payable under this Section 6, the average daily net asset value of the Clients' Class UUU Shares will be computed in the manner specified in your registration statement (as the same is in effect from time to time) in connection with the computation of the net asset value of Class UUU Shares for purposes of purchases and redemptions. The fee rate stated above may be prospectively increased or decreased by us, at our sole discretion, at any time upon notice to you. We may, in our discretion and without notice, suspend or withdraw the sale of Class UUU Shares, including the sale of such shares to you for the account of any Client or Clients.
Section 7. Any person authorized to direct the disposition of monies paid or payable by us pursuant to this Agreement will provide to our Board of Directors, and our Directors will review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. In addition, you will furnish us or our designees with such information as we or they may reasonably request (including, without limitation, periodic certifications confirming the provision to Clients of the services described herein), and will otherwise cooperate with us and our designees (including, without limitation, any auditors designated by us), in connection with the preparation of reports to our Board of Directors concerning this Agreement and the monies paid or payable by us pursuant hereto, as well as any other reports or filings that may be required by law.
Section 8. We may enter into other similar Shareholder Servicing Agreements with any other person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent, warrant and agree that in no event will any of the services provided by you hereunder be primarily intended to result in the sale of any shares issued by us.
Section 10. This Agreement will become effective on the date a fully executed copy of this Agreement is received by us or our designee. Unless sooner terminated, this Agreement will continue until August 16, 2006 and thereafter will continue automatically for successive annual periods ending on August 16, provided such continuance is specifically approved at least annually by us in the manner described in Section 13 hereof. This Agreement is terminable, without penalty, at any time by us (which termination may be by vote of a majority of our Disinterested Directors as defined in Section 13 hereof) or by you upon notice to the other party herein.
Section 11. All notices and other communications to either you or us will be duly given if mailed, telegraphed, telexed or transmitted by similar telecommunications device to the appropriate address shown herein.
Section 12. This Agreement will be construed in accordance with the laws of the State of Maryland and is non-assignable by the parties hereto.
Section 13. The form of this Agreement has been approved by vote of a majority of (i) our Board of Directors and (ii) those Directors who are not "interested persons" (as defined in the Investment Company Act of 1940) of us and have no direct or indirect financial interest in the operation of the Shareholder Services Plan adopted by us regarding the provision of support services to the beneficial owners of Class UUU Shares or in any agreements related thereto ("Disinterested Directors"), cast in person at a meeting called for the purpose of voting on such approval.
If you agree to be legally bound by the provisions of this Agreement, please sign a copy of this letter where indicated below and promptly return it to us, c/o PFPC Distributors, Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406.
Very truly yours,
THE RBB FUND, INC.
Date: By:
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Edward J. Roach
Authorized Officer
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Exhibit (h)(76)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of September 1, 2005 by and between PFPC Inc., a Massachusetts corporation ("PFPC") and The RBB Fund, Inc. a Maryland corporation (the "Fund").
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 Senbanc 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. An Authorized Person's scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Change of Control" means a change in ownership or control (not including transactions between wholly-owned direct or indirect subsidiaries of a common
parent) of 25% or more of the beneficial ownership of the shares of common stock or shares of beneficial interest of an entity or its parent(s).
(f) "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. PFPC may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.
(g) "SEC" means the Securities and Exchange Commission.
(h) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and the CEA.
(i) "Shares" means the shares of beneficial interest of any series or class of the Fund.
(j) "Written Instructions" mean (i) written instructions signed by an Authorized Person and received by PFPC or (ii) trade instructions transmitted (and received by PFPC) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. 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. Information. The Fund will provide such information and documentation as PFPC may reasonably request in connection with services provided by PFPC to the Fund.
4. Compliance with Rules and Regulations.
PFPC undertakes to comply with all 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 other entity.
5. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written Instruction 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 or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC's ability to rely upon such Oral Instructions.
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 from 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 or 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.
(d) Protection of PFPC. PFPC shall be indemnified by the Fund and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or 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 or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.
7. Records; Visits.
(a) The books and records pertaining to the Fund and the Portfolios 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. Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets,
whether or not patentable or copyrightable; and (d) anything designated
as confidential. Notwithstanding the foregoing, information shall not be
subject to such confidentiality obligations if it: (a) is already known
to the receiving party at the time it is obtained; (b) is or becomes
publicly known or available through no wrongful act of the receiving
party; (c) is rightfully received from a third party who, to the best of
the receiving party's knowledge, is not under a duty of confidentiality;
(d) is released by the protected party to a third party without
restriction; (e) is required to be disclosed by the receiving party
pursuant to a requirement of a court order, subpoena, governmental or
regulatory agency or law (provided the receiving party will provide the
other party written notice of such requirement, to the extent such
notice is permitted); (f) is relevant to the defense of any claim or
cause of action asserted against the receiving party; or (g) has been or
is independently developed or obtained by the receiving party.
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. PFPC System. PFPC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC in connection with the services provided by PFPC to the Fund.
11. 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.
12. Compensation.
(a) 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.
(b) The Fund hereby represents and warrants that this Agreement shall be provided to its Board of Directors and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement.
13. Indemnification. The Fund, on behalf of the Portfolio, agrees to indemnify, defend and hold harmless PFPC and its affiliates, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys' fees and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act which PFPC takes in connection with the provision of services to the Fund. Neither PFPC, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by
PFPC's or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of PFPC's activities under this Agreement. Any amounts payable by the Fund hereunder shall be satisfied only against the relevant Portfolio's assets and not against the assets of any other investment portfolio of the Fund. The provisions of this Section 13 shall survive termination of this Agreement.
14. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in a written amendment hereto. 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 only 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) Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC shall not be under
any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates and (ii) PFPC's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC for services provided hereunder during the 12 months immediately prior to the date of such loss or damage.
(d) No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action.
(e) Each party shall have a duty to mitigate damages for which the other party may become responsible.
(f) The provisions of this Section 14 shall survive termination of this Agreement.
15. 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 the 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 includes the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
16. 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 the 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.
17. 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. In the event the Fund gives notice of termination, all expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor accounting and administration services agent(s) (and any other service provider(s)), and all trailing
expenses incurred by PFPC, will be borne by the Fund.
18. Change of Control. Notwithstanding any other provision of this Agreement, in the event of an agreement to enter into a transaction that would result in a Change of Control of the Fund's adviser or sponsor, the Fund's ability to terminate the Agreement pursuant to Section 17 will be suspended from the time of such agreement until two years after the Change of Control.
19. Notices. Notices shall be addressed (a) if to PFPC, at 301 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to the
Fund, at 400 Bellevue Parkway, Wilmington, Delaware 19809, Attention:
Edward A. Roach or (c) if to neither of the foregoing, at such other
address as shall have been given by like notice to the sender of any
such notice or other communication by the other party. 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.
20. 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.
21. Assignment. PFPC may assign its rights hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided that PFPC gives the Fund 30 days prior written notice of such assignment.
22. 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.
23. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
24. Miscellaneous.
(a) Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld or delayed.
(b) Except as expressly provided in this Agreement, PFPC hereby disclaims all representations and warranties, express or implied, made to the Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.
(c) 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. 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.
(d) 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.
(e) 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.
(f) 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: /s/ Neal J. Andrews Title: Senior Managing Director |
THE RBB FUND, INC.
By: /s/ Edward J. Roach Title: President |
Exhibit (h)(77)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Senbanc Fund of The RBB Fund, Inc.)
This supplemental agreement is entered into this 1st day of September, 2005 by and between THE RBB FUND, INC. (the "Fund") and PFPC INC., a Massachusetts corporation ("PFPC").
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 have entered into a Transfer Agency Agreement, dated as of November 5, 1991 (as from time to time amended and supplemented, the "Transfer Agency Agreement"), pursuant to which PFPC has undertaken to act as transfer agent, registrar and dividend disbursing agent 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 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 Senbanc Fund (the "Portfolio").
2. Compensation. As compensation for the services rendered by PFPC during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to the Portfolio, monthly fees that shall be agreed to from time to time by the Fund and PFPC, for each account open at any time during the month for which payment is being made, plus certain of PFPC's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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: /s/ Edward J. Roach By: /s/ James W. Pasman Name: Edward J. Roach Name: James W. Pasman Title: President Title: Senior Vice President |
Exhibit (h)(78)
ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Senbanc Fund
This supplemental agreement is entered into this day of September 1, 2005, 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 Class of Common Stock of Senbanc 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: /s/ Edward J. Roach By: /s/ Bruno DiStefano
Edward J. Roach Bruno DiStefano
President Vice President
|
Exhibit (h)(79)
AMENDED SCHEDULE A
THIS SCHEDULE A, amended and restated as of September 1, 2005, is the Schedule A to that certain Regulatory Administration Services Agreement dated as of June 1, 2003 between PFPC Inc. and The RBB Fund, Inc.
List of Portfolios
Money Market Portfolio
Bogle Investment Management Small Cap Growth Fund
Robeco Boston Partners Large Cap Value Fund
Robeco Boston Partners Mid Cap Value Fund
Robeco Boston Partners All-Cap Fund
Robeco Boston Partners Small Cap Value Fund II (formerly the
Micro Cap Value Fund)
Robeco Boston Partners Long/Short Equity Fund (formerly the
Market Neutral Fund)
n/i Growth Fund
n/i Mid Cap Fund (formerly the n/i Growth & Value Fund)
n/i Emerging Growth Fund (formerly the n/i Micro Cap Fund)
n/i Small Cap Value Fund
Schneider Small Cap Value Fund Schneider Value Fund
Institutional Liquidity Fund for Credit Unions Liquidity Fund for Credit Union Members
Exhibit (h)(79)
Robeco WPG Core Bond Fund
Robeco WPG Large Cap Growth Fund Robeco WPG Tudor Fund
Senbanc Fund
PFPC INC.
By: /s/ Neal J. Andrews Name: Neal J. Andrews Title: Senior Managing Director |
THE RBB FUND, INC.
By: /s/ Edward J. Roach Name: Edward J. Roach Title: President |
Exhibit (i)(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. 100 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
Philadelphia, Pennsylvania
November 25, 2005
|
Exhibit (i)(2)
Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, PA 19103-6996
Phone: 215-988-2700
Fax: 215-988-2757
www.drinkerbiddle.com
November 25, 2005
The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, Delaware 19809
Re: Shares Registered by Post-Effective Amendment No. 100 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. 100 (the "Amendment") to the Company's Registration Statement on Form N-1A under the Securities Act of 1933, as amended. The Board of Directors of the Company has authorized the issuance and sale by the Company of 100 million of shares of Class XXX common stock, $.001 par value par share (collectively, the "Shares"), representing interests in the Company's Robeco WPG Core Bond Fund - Investor Class. The Amendment seeks to register an indefinite number of the Shares.
We have reviewed the Company's Articles of Incorporation, ByLaws, resolutions of its Board of Directors, 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 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 the Amendment to the Company's Registration Statement.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP |
Exhibit j (1)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated October 28, 2005, relating to the financial statements and financial highlights which appears in the August 31, 2005 Annual Report to Shareholders of Robeco WPG Core Bond Fund, a separately managed portfolio of The RBB Fund, Inc., which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Independent Registered Public Accounting Firm" and "Financial Statements" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP Philadelphia, PA November 23, 2005 |
Exhibit j (2)
Consent of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of:
WPG Core Bond Fund (the predecessor fund to Robeco WPG Core Bond Fund of The RBB Fund, Inc.)
We consent to the incorporation by reference, in this Registration Statement on Form N-1A, of our report dated February 14, 2005, with respect to the statement of assets and liabilities of WPG Core Bond Fund, the predecessor fund to Robeco WPG Core Bond Fund of The RBB Fund, Inc., as of December 31, 2004, and the related statement of operations for the year then ended, statements of changes in net assets for each of the years in the two-year period then ended, and financial highlights for each of the years in the five year period then ended
We also consent to the references to our firm under the headings "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statement of Additional Information.
/s/ KPMG LLP New York, New York November 22, 2005 |
Exhibit (l)(25)
PURCHASE AGREEMENT
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Hilliard Lyons Research Advisors, a division of J.J.B. Hilliard, W.L. Lyons, Inc. ("Hilliard") intending to be legally bound, hereby agree with each other as follows:
1. The Fund hereby offers Hilliard and Hilliard hereby purchases $10 worth of shares of Class WWW Common Stock (Senbanc Fund) (par value $.001 per share) (such shares hereinafter sometimes collectively known as "Shares") at price per Share of $1.00.
2. The Fund hereby acknowledges receipt from Hilliard of funds in the amount of $10 in full payment for the Shares.
3. Hilliard 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 31st day of August, 2005.
THE RBB FUND, INC.
By: /s/Edward J. Roach
-------------------------------
Edward J. Roach
President & Treasurer
|
HILLIARD LYONS RESEARCH ADVISORS,
a division of J.J.B. HILLIARD, W.L. LYONS, INC.
By: /s/James M. Rogers
-------------------------------
James M. Rogers
Chief Operating Officer
|
Exhibit (p)(8)
J.J.B. HILLIARD, W.L. LYONS, INC.
HILLIARD LYONS RESEARCH TRUST
Senbanc Fund Series
February 7, 2000, as amended February 1, 2005
CODE OF ETHICS
1. DEFINITIONS
(a) "Access person" means any Fund access person or any Hilliard access person.
(b) "Advisory person" means (i) any trustee, director, officer or employee of the Fund or Hilliard (or of any company in a control relationship to the Fund or Hilliard), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Fund or Hilliard who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a security.
(c) "Automatic investment plan" means a program in which regular periodic purchases (or withdrawals) are made automatically (in or from) investment accounts in accordance with a predetermined schedule and allocation and includes a dividend reinvestment plan.
(d) "Beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires.
(e) "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940.
(f) "Covered security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act of 1940, except that it shall not
include shares of registered open-end investment companies, shares of money
market funds, shares issued by unit investment trusts that are invested
exclusively in one or more open-end funds, direct obligations of the Government
of the United States, bankers' acceptances, bank certificates of deposit,
commercial paper, and high quality short-term debt securities (including
repurchase agreements). However, for Hilliard access persons, "covered security"
also means shares of the Fund, shares of any other fund for which Hilliard
serves as an investment adviser and any fund whose investment adviser or
principal underwriter controls Hilliard, is controlled by Hilliard or is under
common control with Hilliard (collectively, "reportable funds"), and shares
issued by unit investment trusts that are invested exclusively in one or more
open-end funds which are reportable funds.
(g) "Disinterested trustee" means a trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.
(h) "Fund" means Hilliard Lyons Research Trust.
(i) "Fund access person" means (i) with respect to the Fund or Hilliard, any trustee, director, officer or advisory person of the Fund or Hilliard; and (ii) with respect to Hilliard, any director or officer of Hilliard who, with respect to the Fund, makes any recommendation, participates in the determination of which recommendation shall be made or whose functions or duties relate to the determination of which recommendation shall be made to the Fund, or who, in connection with his or her duties, obtains any information concerning securities recommendations being made by Hilliard to the Fund.
(j) "Hilliard" means J.J.B. Hilliard, W.L. Lyons, Inc.
(k) "Hilliard access person" means (i) any director or officer of Hilliard; and (ii) any supervised person (defined below) of Hilliard (A) who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of the Fund, or (B) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.
(l) "Initial public offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
(m) "Investment person" means (i) any portfolio manager;
(ii) any employee of the Fund or Hilliard who provides information and advice to
a portfolio manager or who helps execute a portfolio manager's decisions; and
(iii) any natural person who controls the Fund or Hilliard and who obtains
information regarding the purchase or sale of securities of the Fund.
(n) "Limited offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 thereunder.
(o) "Portfolio manager" means any person who has the direct responsibility and authority to make decisions about investments made by the Fund.
(p) "Purchase or sale of a security" includes, inter alia, the buying or writing of an option to purchase or sell a security.
(q) "Security held or to be acquired" by the Fund shall mean any security which, within the most recent 15 days (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or Hilliard for purchase by the Fund, and (iii) any option to purchase or sell, and any security convertible into or exchangeable for any such security.
2. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
Hilliard recognizes that, as a fiduciary to its clients, it owes a duty to all of its clients to avoid conflicts of interest and to act solely in the best interests of its clients. Accordingly, each director and officer (or other person occupying a similar status or performing similar functions), and employee of Hilliard, and any other person who provides advice on behalf of Hilliard and is subject to Hilliard's supervision and control (each, a "supervised person"), is required to comply with all applicable federal securities laws.
The following general fiduciary principles shall govern all personal investment activities: (1) Fund access persons shall have a duty at all times to place the interests of shareholders of the Fund first; (2) all personal securities transactions shall be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of the individual's position of trust and responsibility; and (3) access persons should not take inappropriate advantage of their positions.
Hilliard shall provide each supervised person with a copy of this Code of Ethics and any amendments thereto. Each supervised person shall provide a written acknowledgement of his or her receipt and review of the Code of Ethics and any amendments, to the Chairman of Hilliard. Each supervised person shall promptly report any known violations of the Code of Ethics to the Chairman of Hilliard, with a copy to Hilliard's Chief Compliance Officer ("CCO").
3. PROHIBITED PURCHASES AND SALES
(a) No portfolio manager shall:
(i) purchase or sell, directly or indirectly, any covered security within seven calendar days before the Fund trades in that security.
(ii) purchase, directly or indirectly, any covered security within seven calendar days after the Fund sells that security.
(iii) sell, directly or indirectly, any covered security within seven calendar days after the Fund purchases that security.
(b) No investment person shall:
(i) purchase, directly or indirectly, any covered security in an initial public offering.
(ii) acquire, directly or indirectly, any securities in a limited offering without the express prior approval of the Chairman of the Fund. Such prior approval should take into account, among other factors, whether the investment opportunity should be reserved for the Fund and its shareholders, and whether the opportunity is being offered to an individual by virtue of his position with the Fund. Advisory persons who are authorized to acquire securities in a limited offering or who otherwise hold securities previously acquired in a limited offering must disclose that investment if they play a part in the Fund's subsequent consideration of an investment in the issuer. In such
circumstances, the Fund's decision to purchase securities of the issuer shall be subject to an independent review by advisory persons with no personal interest in the issuer.
(iii) profit in the purchase and sale, or sale and purchase, of the same (or equivalent) covered securities within 60 calendar days unless (A) the market capitalization of the issuer at the time of the purchase or sale exceeds $150,000,000 and the average daily trading volume of the security during the four-week period preceding the purchase or sale exceeds 3,000 shares, or (B) the Fund neither purchases nor sells the same (or equivalent) securities within 60 calendar days of the purchase or sale by such investment person.
(c) No Fund access person shall:
(i) purchase or sell, directly or indirectly, any covered security in which he has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his actual knowledge at the time of such purchase or sale: (A) is being considered for purchase or sale by the Fund; or (B) is being purchased or sold by the Fund.
(ii) execute a transaction in a covered security on a day during which the Fund has a pending "buy" or "sell" order in that same security until that order is executed or withdrawn unless the market capitalization of the issuer at the time of the transaction exceeds $150,000,000 and the average daily trading volume of the security during the four-week period preceding the transaction exceeds 3,000 shares.
(d) No Hilliard access person shall purchase, directly or indirectly, any covered security in an initial public offering or limited offering without the express prior approval of the Chairman of the Fund or the Chairman of Hilliard. The Chairman of the Fund or the Chairman of Hilliard shall document any decision, and the reasons supporting the decision, to approve any such purchase.
4. EXEMPTED TRANSACTIONS
The prohibitions of Section 3 of this Code of Ethics shall not apply to:
(a) Purchases or sales effected in any account over which the access person has no direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for purchase or sale by the Fund.
(c) Purchases or sales which are non-volitional on the part of either the access person or the Fund.
(d) Purchases which are part of an automatic investment plan.
(e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
(f) Purchases or sales determined by the Chairman of the Fund to be only remotely potentially harmful to the Fund because they would be very unlikely to affect a highly institutional market, or because they clearly are not related economically to the securities to be purchased, sold or held by the Fund.
5. REPORTING
(a) Each access person other than disinterested trustees shall disclose to the Fund or Hilliard all of his or her personal holdings in covered securities at the time his employment commences (or upon becoming an access person) and annually thereafter. Each such holdings report shall be made within 10 days after the commencement of employment (or becoming an access person). Annual reports shall be made within 10 days after the end of the calendar year beginning with the calendar year ending December 31, 2000 for Fund access persons and beginning with the calendar year December 31, 2004 for Hilliard access persons. Holdings reports shall include the following information, which must be current as of a date within 45 days of the date of submission:
(i) The title and type of security, the exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each covered security in which such access person has any direct or indirect beneficial ownership;
(ii) The name of any broker, dealer or bank with whom the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and
(iii) The date the report is submitted by the access person.
(b) Every access person shall report to the Fund and Hilliard the information described in Section 5(c) of this Code of Ethics with respect to transactions in any covered security in which such access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security including securities acquired in exempt transactions pursuant to Section 4(b), (c), (e) and (f); provided, however, that a disinterested trustee shall not be required to report any transaction by the trustee involving a security, except where such trustee knew, or in the ordinary course of fulfilling his official duties as a trustee of the Fund, should have known during the 15-day period immediately preceding or after the date of the transaction, the security is or was purchased or sold by the Fund or such purchase or sale by the Fund is or was considered by the Fund or Hilliard, on behalf of the Fund.
(c) Every transaction report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:
(i) The date of the transaction, the title, the exchange ticker symbol or CUSIP number (as applicable), the interest rate and maturity (if applicable), the number of shares, and the principal amount of each covered security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
(iii) The price of the security at which the transaction was effected;
(iv) The name of the broker, dealer or bank with or through whom the transaction was effected; and
(v) The date the report is submitted by the access person.
(d) Every access person other than disinterested trustees shall direct his or her broker to supply to the Chairman of the Fund or the Chairman of Hilliard, on a timely basis, duplicate copies of periodic statements for all securities accounts.
(e) Any reports made pursuant to this Section 5 may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.
(f) The Chairman of the Fund and the Chairman of Hilliard or their designees shall identify all access persons who are under a duty to make reports to such entities pursuant to this Section 5 and shall inform such persons of such duty.
(g) The Chairman of the Fund and the Chairman of Hilliard or their designees shall be responsible for implementing compliance procedures and designating appropriate personnel to review reports made pursuant to this Section. No person who regularly reviews such reports shall be permitted to review his or her own reports and such reports shall be reviewed by a management or compliance person senior to the reviewer.
6. GIFTS
Investment persons are prohibited from receiving any gift or other item
of more than de minimis value from any person or entity that does business with
or on behalf of the Fund; provided, however, that attendance and the receipt of
complimentary meals at investment conferences shall not be prohibited by this
Section 6.
7. SERVICE AS A DIRECTOR
Investment persons shall be prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization from PNC. If such board service is authorized, "Chinese Wall" or other procedures shall be established to isolate the investment person serving as a director from those making investment decisions with respect to the securities of such publicly traded company.
8. CERTIFICATION OF COMPLIANCE WITH CODES OF ETHICS
All access persons shall certify annually that they have read and understand this Code of Ethics and recognize that they are subject thereto. Further, access persons shall certify annually that they have complied with the requirements of this Code of Ethics and that they have disclosed or reported all personal securities transactions and holdings required to be disclosed or reported pursuant to the requirements of this Code of Ethics.
9. SANCTIONS
Any profits realized on trades prohibited by Section 3(a) or Section 3(b)(iii) of this Code of Ethics shall be disgorged to the Fund. The Board of Trustees of the Fund and Hilliard may also impose such other sanctions as it deems appropriate upon discovering a violation of this Code of Ethics, including, inter alia, a letter of censure or suspension or termination of the employment of the violator.
10. TRUSTEE APPROVAL AND REPORTS
(a) The Fund and Hilliard will prepare an annual report to the Board of Trustees of the Fund that summarizes existing codes and procedures concerning personal investing and any additional procedures adopted during the year; describes any material issues arising under the Code or such procedures since the last report, including but not limited to any material violations of the Code or such procedures and any sanctions imposed in response thereto; identifies material conflicts that arose during the year; and identifies any recommended changes in existing restrictions or procedures based upon the parties' experience under this Code of Ethics, evolving industry practices, or developments in applicable laws or regulations. Such report shall include any certifications required by Rule 17j-1 under the Investment Company Act of 1940.
(b) The Fund and Hilliard shall submit this Code to the Board of Trustees of the Fund for approval within the time frames required by Rule 17j-1 under the Investment Company Act of 1940. Any material changes to this Code shall be submitted to such Board within six months of such change.
11. RECORDKEEPING.
Hilliard shall maintain the following records, on its own behalf and on behalf of the Fund, in the manner specified:
(a) A copy of this Code, or any amendment thereof, which is or at any time within the past five years has been in effect shall be preserved in an easily accessible place.
(b) A record of any violation of this Code and of any action taken as a result of such violation, shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs.
(c) A record of all written acknowledgments as required by
Section 2 for each person who is, or within the past five years was, a
supervised person of Hilliard shall be maintained in an easily accessible place.
(d) A copy of each transaction and holding report made by an access person pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place.
(e) A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code, which list shall include all Hilliard access persons, shall be maintained in an easily accessible place.
(f) A list of the names of all persons who are, or within the past five years have been, responsible for reviewing the reports filed pursuant to Section 5 of this Code shall be maintained in an easily accessible place.
(g) A record of any approvals granted pursuant to Section 3(b)(ii) and (d) of this Code shall be preserved for a period of five years from the end of the fiscal year in which such approval is given.
(h) A copy of each report made pursuant to Section 10 of this Code must be maintained for at least five years after the end of the fiscal year in which it was made, the first two years in an easily accessible place.
* * *