-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EcTIY9SZ0xpVrNcLdobtAmD95JM2QCkUYLfGb7Vm78YMq+zMRVqjzQ/7tEFh7TDF 87AVhGnQMPjyXib6Og/T2g== 0000950109-96-003213.txt : 19960520 0000950109-96-003213.hdr.sgml : 19960520 ACCESSION NUMBER: 0000950109-96-003213 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 19 FILED AS OF DATE: 19960516 EFFECTIVENESS DATE: 19960516 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RBB FUND INC CENTRAL INDEX KEY: 0000831114 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-20827 FILM NUMBER: 96568883 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05518 FILM NUMBER: 96568884 BUSINESS ADDRESS: STREET 1: 400 BELLEVUE PKWY STE 100 CITY: WILMINGTON STATE: DE ZIP: 19809 BUSINESS PHONE: 3027911791 MAIL ADDRESS: STREET 1: 103 BELLEVUE PKWY STREET 2: SUITE 152 CITY: WILMINGTON STATE: DE ZIP: 19809 FORMER COMPANY: FORMER CONFORMED NAME: FUND INC /DE/ DATE OF NAME CHANGE: 19600201 485BPOS 1 FORM N-1A Registration No. 33-20827 Inv. Co. Act No. 811-5518 As filed with the Securities and Exchange Commission on May 16, 1996 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] POST-EFFECTIVE AMENDMENT NO. 34 [X] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] AMENDMENT NO. 36 [X] __________________________________ THE RBB FUND, INC. (Warburg Pincus Growth & Income Fund: Warburg Pincus Class and Warburg Pincus Series 2 Class; Warburg Pincus Balanced Portfolio: Warburg Pincus Class and Warburg Pincus Series 2 Class; Warburg Pincus Tax Free Portfolio: Warburg Pincus Class; Government Securities Portfolio: RBB Family Class; BEA International Equity Portfolio: BEA Class; BEA Strategic Fixed Income Portfolio: BEA Class; BEA Emerging Markets Equity Portfolio: BEA Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income Portfolio; BEA Class; BEA Global Fixed Income Portfolio: BEA Class; BEA Municipal Bond Fund Portfolio; BEA Class; BEA Balanced Fund Portfolio; BEA Class; BEA Short Duration Portfolio: BEA Class; Numeric Micro Cap Fund; Numeric Class; Numeric Growth Fund; Numeric Class; Numeric Growth & Value Fund; Numeric Class; Money Market Portfolio: RBB Family Class, Cash Preservation Class, Sansom Street Class, Bedford Class, Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class; Municipal Money Market Portfolio: RBB Family Class, Cash Preservation Class, Sansom Street Class, Bedford Class, Bradford Class, Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class; Government Obligations Money Market Portfolio: Sansom Street Class, Bedford Class, Bradford Class, Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class; New York Municipal Money Market Portfolio: Bedford Class, Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class) __________________________________________________________________________ (Exact Name of Registrant as Specified in Charter) Bellevue Park Corporate Center 400 Bellevue Parkway Suite 100 Wilmington, DE 19809 (Address of Principal Executive Offices) ________________________________________ Registrant's Telephone Number: (302) 792-2555 Copies to: GARY M. GARDNER, ESQUIRE JOHN N. AKE, ESQUIRE PNC Bank, National Association Ballard Spahr Andrews & Ingersoll Broad and Chestnut Streets 1735 Market Street, 51st Floor Philadelphia, PA 19101 Philadelphia, PA 19101 (Name and Address of Agent for Service) Approximate Date of Proposed Public Offering: as soon as possible after effective date of registration statement. It is proposed that this filing will become effective (check appropriate box) ______ immediately upon filing pursuant to paragraph (b) X on May 20, 1996 pursuant to paragraph (b) ------ ______ 60 days after filing pursuant to paragraph (a)(1) ______ on ______________ pursuant to paragraph (a)(1) ______ 75 days after filing pursuant to paragraph (a)(2) ______ on _______________ pursuant to paragraph (a)(2) of rule 485 If appropriate, check following box: _______ this post-effective amendment designates a new effective date for a previously filed post-effective amendment. ______________________________ Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has elected to register an indefinite number of shares of common stock of each of the sixty-six classes registered hereby under the Securities Act of 1933. Registrant filed its notice pursuant to Rule 24f-2 for the fiscal year ended August 31, 1995 on October 26, 1995. THE RBB FUND, INC. (Numeric Micro Cap Fund, Numeric Growth Fund and Numeric Growth & Value Fund) Cross Reference Sheet Form N-1A Item Location -------------- -------- PART A PROSPECTUS 1. Cover Page............................ Cover Page 2. Synopsis.............................. Cover Page; Introduction 3. Condensed Financial Information....... Not Applicable 4. General Description of Registrant..... Cover Page; Introduction; Investment Objectives and Policies; Investment Limitations 5. Management of the Fund................ Management 6. Capital Stock and Other Securities.... Cover Page; Dividends and Distributions; Description of Shares 7. Purchase of Securities Being Offered.. How to Purchase Shares; Net Asset Value 8. Redemption or Repurchase.............. How to Redeem Shares; Net Asset Value 9. Legal Proceedings..................... Not Applicable PART B STATEMENT OF ADDITIONAL INFORMATION 10. Cover Page............................ Cover Page 11. Table of Contents..................... Contents 12. General Information and History....... General; See Prospectus - "The Fund" 13. Investment Objectives and Policies.... Investment Objectives and Policies 14. Management of the Fund................ Directors and Officers; Investment Advisory Distribution and Servicing Arrangements 15. Control Persons and Principal Holders of Securities......................... Miscellaneous 16. Investment Advisory and Other Services.............................. Investment Advisory Distribution and Servicing Arrangements; See Prospectus -"Management" 17. Brokerage Allocation and Other Practices............................. Fund Transactions 18. Capital Stock and Other Securities.... Description of Shares; Additional Information Concerning Fund Shares; See Prospectus -"Dividends and Distributions" and "Description of Shares" 19. Purchase, Redemption and Pricing of Securities Being Offered.............. Purchase and Redemption Information; Valuation of Shares; See Prospectus - "How to Purchase Shares," "How to Redeem Shares" and "Distribution of Shares" 20. Tax Status............................ Taxes; See Prospectus -"Taxes" 21. Underwriters.......................... Not Applicable 22. Calculation of Performance Data....... Performance and Yield Information; See Prospectus -- "Other Information" 23. Financial Statements Not Applicable PART C Other Information Information required to be included in Part C is set forth under the appropriate item, so numbered in Part C of this Registration Statement. numeric investors family of mutual funds Numeric Micro Cap Fund Numeric Growth Fund Numeric Growth & Value Fund Prospectus May 20, 1996 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. TABLE OF CONTENTS
PAGE ---- INTRODUCTION............................................................... 2 FINANCIAL HIGHLIGHTS....................................................... 4 INVESTMENT OBJECTIVES AND POLICIES......................................... 4 INVESTMENT LIMITATIONS..................................................... 8 MANAGEMENT................................................................. 8 HOW TO PURCHASE SHARES..................................................... 10 HOW TO REDEEM SHARES....................................................... 12 NET ASSET VALUE............................................................ 13 DIVIDENDS AND DISTRIBUTIONS................................................ 14 TAXES...................................................................... 14 DESCRIPTION OF SHARES...................................................... 15 OTHER INFORMATION.......................................................... 15
APPENDIX A--Performance Benchmarks INVESTMENT ADVISER Numeric Investors L.P. Cambridge, Massachusetts CUSTODIAN Custodial Trust Company Princeton, New Jersey CO-ADMINISTRATOR AND TRANSFER AGENT PFPC Inc. Wilmington, Delaware CO-ADMINISTRATOR Bear Stearns Funds Management Inc. New York, New York DISTRIBUTOR Counsellors Securities Inc. New York, New York COUNSEL Ballard Spahr Andrews & Ingersoll Philadelphia, Pennsylvania INDEPENDENT ACCOUNTANTS Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania NUMERIC INVESTORS FAMILY OF MUTUAL FUNDS of The RBB Fund, Inc. The Numeric Investors Family of Mutual Funds consists of three classes of common stock of The RBB Fund, Inc. ("RBB"), an open-end management investment company. The shares of each such class (collectively, the "Numeric Investors Family of Mutual Funds Shares" or "Shares") offered by this Prospectus represent interests in one of three investment portfolios of RBB and are designed to offer a variety of investment opportunities (each such investment portfolio referred to as a "Fund," collectively, the "Funds"). The investment objectives of each investment portfolio described in this Prospectus are as follows: NUMERIC MICRO CAP FUND--to provide long-term capital appreciation. The Fund invests generally in common stock of companies with market capitalization of $500 million or less, although the Fund may invest in companies with higher market capitalization. NUMERIC GROWTH FUND--to provide long-term capital appreciation. The Fund invests generally in common stock of companies with smaller ($1 billion or less) market capitalization or companies with substantial equity capital and higher than average earnings growth rates. NUMERIC GROWTH & VALUE FUND--to provide long-term capital appreciation. The Fund invests generally in common stock of companies where earnings per share are improving more rapidly than the earnings per share of the average company, as well as companies whose securities have market valuations which are lower than the average market valuations of securities, as measured by such characteristics as price to earnings ratios and price to book ratios. NUMERIC INVESTORS L.P. ("NUMERIC"), THE FUNDS' INVESTMENT ADVISER, WILL MONITOR THE FUNDS' TOTAL ASSETS AND MAY CLOSE ANY OF THE FUNDS AT ANY TIME TO NEW INVESTMENT DUE TO CONCERNS THAT AN INCREASE IN THE SIZE OF A FUND MAY ADVERSELY AFFECT THE IMPLEMENTATION OF NUMERIC'S INVESTMENT STRATEGY. NUMERIC MAY ALSO CHOOSE TO REOPEN A CLOSED FUND TO NEW INVESTMENT AT ANY TIME, AND MAY SUBSEQUENTLY CLOSE SUCH FUND AGAIN SHOULD CONCERNS REGARDING FUND SIZE RECUR. SHARES OF THE NUMERIC INVESTORS FAMILY OF MUTUAL FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENTS IN NUMERIC INVESTORS FAMILY OF MUTUAL FUNDS SHARES INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. This Prospectus contains information that a prospective investor needs to know before investing. Please keep it for future reference. A Statement of Additional Information, dated May 20, 1996, has been filed with the Securities and Exchange Commission and is incorporated by reference in this Prospectus. It may be obtained free of charge from Numeric by calling (800) NUMERIC [(800) 686-3742]. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PROSPECTUS____________________________________________________May 20, 1996 INTRODUCTION RBB is registered under the Investment Company Act of 1940 (the "1940 Act") as an open-end management investment company and is currently operating or proposing to operate seventeen separate investment portfolios. Each of the three classes of Shares offered by this Prospectus represents interests in one of the following three investment portfolios (each a "Fund." collectively the "Funds"): Numeric Micro Cap Fund; Numeric Growth Fund; and Numeric Growth & Value Fund. RBB was incorporated under the laws of the State of Maryland on February 29, 1988. WHO SHOULD INVEST: LONG-TERM INVESTORS SEEKING CAPITAL APPRECIATION The Funds are intended for investors who are seeking long-term capital appreciation, and who do not need to earn current income from their investment in the Funds. The net asset values per share of Shares representing interests in the Funds will fluctuate as the values of the portfolio securities change in response to changing market prices and other factors. Because of the risks associated with common stock investments, the Funds are intended to be a long- term investment vehicle and are not designed to provide investors with a means of speculating on short-term stock market movements. Investors should be able to tolerate sudden, sometimes substantial fluctuations in the value of their investment. Investors who engage in excessive account activity generate additional costs which are borne by all a Fund's shareholders. In order to minimize such costs, the Funds reserve the right to reject any purchase request (including exchange purchases from other Numeric Funds) that is reasonably deemed to be disruptive to efficient portfolio management, either because of the timing of the investment or previous excessive trading by the investor. Additionally, the Funds have adopted exchange privilege limitations permitting three exchanges per year as described in the section "Exchange Privilege Limitations." Finally, the Funds reserve the right to suspend the offering of its shares. Because of these risks, the Funds should not be considered a complete investment program. Most investors should maintain diversified holdings of securities with different risk characteristics--including common stocks, bonds and money market instruments. Investors may wish to purchase shares on a regular, periodic basis (Automatic Investing), rather than investing in one lump sum, in order to reduce the risk of investing all their monies in common stocks at a particularly unfavorable time. Investors may also wish to complement an investment in the Fund with other types of common stock investments. FUND MANAGEMENT Numeric serves as the investment adviser to the Funds. Numeric specializes in the active management of U.S. equity portfolios using internally developed quantitative stock selection and portfolio risk-control techniques, and currently has over $2 billion in assets under management for individual, limited partnership, mutual fund, pension plan and endowment accounts. THE FUNDS The investment objectives and policies of each of the Funds are summarized in the table below. There is no assurance that a Fund will achieve its investment objective.
NUMERIC INVESTMENT PERFORMANCE FUND OBJECTIVE/POLICY BENCHMARK* - ------------------------------------------------------------------------------- Micro Cap Objective is to provide long-term capital Wilshire Small appreciation. Invests primarily in common stock of Company Growth companies with market capitalizations of $500 Index million or less. - ------------------------------------------------------------------------------- Growth Objective is long-term capital appreciation. Russell 2500 Invests primarily in common stock of companies with Growth Index smaller ($1 billion or less) market capitalization or companies with substantial equity capital and higher than average earnings growth rates. - ------------------------------------------------------------------------------- Growth & Objective is long-term capital appreciation. S&P MidCap Value Invests primarily in common stocks of companies 400 Index where earnings per share are improving more rapidly than the earnings per share of the average company, as well as companies whose securities have market valuations which are lower than the average market valuations of securities, as measured by such characteristics as price to earnings ratios and price to book ratios.
- -------- * For more information on a Fund's benchmark, see Appendix A at the back of this prospectus. FEE TABLE The following tables illustrate all expenses and fees (after expected fee waivers and expense reimbursements) that a shareholder would incur in each Fund. The expenses and fees in the tables are based on expenses expected to be incurred for the current fiscal year ending August 31, 1996. 2 SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Charge Imposed on Purchases (as percentage of offering price) NONE Sales Charge Imposed on Reinvested Dividends NONE Redemption Fees NONE Exchange Fees (1) NONE
- -------- 1 Exchanges are limited to three (3) per year. See "How to Purchase Shares-- Exchange Privilege Limitations." Annual Fund Operating Expenses After Expense Reimbursements and Waivers (as a percentage of average net assets)(1)
NUMERIC NUMERIC MICRO NUMERIC GROWTH CAP GROWTH & VALUE FUND FUND FUND ------- ------- ------- Management Fees (after waivers)(2)..................................... 0% .36% 0% 12b-1 Fees (after waivers).............................. None None None Other Expenses (after waivers and reimbursements)........................................ 1.00% .64% 1.00% ---- ---- ---- Total Fund Operating Expenses (after waivers and reimbursements)........................................ 1.00% 1.00% 1.00% ==== ==== ====
- -------- 1. Before expense waivers and reimbursements, Management Fees would be 0.75% for each of the three Funds, Other Expenses would be 1.07% for each of the Micro Cap and Growth & Value Funds, and Total Fund Operating Expenses would be 1.82% for each of the Micro Cap and Growth & Value Funds, and 1.39% for the Growth Fund. 2. Management fees are based on average daily net assets and are calculated daily and paid monthly. The caption "Other Expenses" does not include extraordinary expenses as determined by use of generally accepted accounting principles, nor does it include taxes, interest or brokerage fees and expenses on the purchase and sale of portfolio securities. EXAMPLE An investor would pay the following expenses on a $1,000 investment in each of the Funds, assuming (1) a 5% annual return, and (2) redemption at the end of each time period:
ONE THREE YEAR YEARS ---- ----- Micro Cap............................................................ $10 $32 Growth............................................................... $10 $32 Growth & Value....................................................... $10 $32
The Example in the Fee Table assumes that all dividends and distributions are reinvested and that the amounts listed under "Annual Fund Operating Expenses After Expense Reimbursements and Waivers" remain the same in the years shown. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RETURN OR OPERATING EXPENSES AND ACTUAL INVESTMENT RETURN OR OPERATING EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The Fee Table is designed to assist an investor in understanding the various costs and expenses that an investor in any of the Numeric Investors Family of Mutual Funds Classes of RBB will bear directly or indirectly. (For more complete descriptions of the various costs and expenses, see "Management" and "Distribution of Shares" below.) The Fee Table reflects a voluntary waiver of management fees for each Fund through the current fiscal year. There can be no assurance that any future waivers of management fees (if any) will not vary from the figures reflected in the Fee Table. In addition, Numeric is currently voluntarily assuming additional expenses of some of the Funds. There can be no assurance that Numeric will continue to assume such expenses. Assumption of additional expenses will have the effect of lowering a Fund's overall expense ratio and increasing its yield or total return to investors. "Other Expenses" for the Funds are based on estimated amounts for the current fiscal year. OFFERING PRICES Shares that represent interests in the Funds will be offered to the public at the next determined net asset value after receipt of an order by PFPC Inc. ("PFPC"), the Funds' transfer agent. THE SHARES ARE OFFERED ON A NO-LOAD BASIS: THERE IS NO SALES CHARGE IMPOSED ON PURCHASES OF SHARES, NOR ARE THE SHARES SUBJECT TO A 12B-1 FEE. MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS The minimum initial investment for each Fund is $3,000. Subsequent investments must be $100 or more. The minimum initial investment for an Automatic Investment Plan is $1,000 with minimum monthly payments of $100. The minimum invested for Individual Retirement Accounts ("IRAs"), or pension, profit- sharing or other employee benefit plans is $1,000 and minimum subsequent investments are $100. See "How to Purchase Shares." EXCHANGES Shares of a Numeric Investors Family of Mutual Funds may be exchanged up to three (3) times per year for Shares of any other Numeric Investors Family Fund at their net 3 asset value next determined after receipt by PFPC of an exchange request. In addition, RBB reserves the right to impose an administrative charge for each exchange or to reject any exchange request that is reasonably deemed to be disruptive to efficient portfolio management. See "How to Purchase Shares-- Exchange Privilege" and "Exchange Privilege Limitation." REDEMPTION PRICE Shares may be redeemed at any time at their net asset value next determined after receipt by PFPC of a redemption request. RBB reserves the right, upon 30 days' written notice, to redeem an account in any of the Funds if the net asset value of the investor's Shares in that account falls below $500 and is not increased to at least such amount within such 30-day period. See "How to Redeem Shares." RISK FACTORS TO CONSIDER An investment in any of the Funds is subject to certain risks, as set forth in detail under "Investment Objectives and Policies." As with other mutual funds, there can be no assurance that any Fund will achieve its objective. Some or all of the Funds, to the extent set forth under "Investment Objectives and Policies," may engage in the following investment practices: short sales, borrowings, the lending of portfolio securities, engaging in options and futures transactions and investments in micro-cap and small cap issuers. All of these transactions involve certain special risks, as set forth under "Investment Objectives and Policies." In addition, the Funds may be subject to high portfolio turnover rates. See "Investment Objectives and Policies-- Portfolio Turnover" and "Taxes." SHAREHOLDER INQUIRIES For Questions Regarding Shareholder Accounts: (800) 348-5031. Any questions regarding (i) new or existing accounts or (ii) purchases or redemptions should be directed to PFPC by writing them at: Bellevue Park Corporate Center 400 Bellevue Parkway Wilmington, Delaware 19809 For overnight deliveries: Bellevue Park Corporate Center 400 Bellevue Parkway, Suite 108 Wilmington, Delaware 19809 or by calling PFPC toll-free at: (800) 348-5031 (in Delaware call collect (302) 791-3486). For any other questions, call Numeric at: 1-800-NUMERIC [1-800-686-3742]. To Request a Prospectus. A prospectus is available by calling: 1-800 NUMERIC [1-800-686-3742]. To reach Numeric on the Internet. Information is available on the Internet through the World Wide Web. Shareholders and investment professionals may obtain information on Numeric by accessing: http://www.numeric.com. FINANCIAL HIGHLIGHTS No financial data is supplied for the Funds because, as of the date of this Prospectus, the Funds had no performance history. INVESTMENT OBJECTIVES AND POLICIES To meet its investment objective, each Fund employs a specific investment style, as described below. There is no assurance that a Fund will achieve its investment objective. The investment objective of the Numeric Micro Cap Fund is to provide long-term capital appreciation. The Fund will invest primarily in common stocks, although it may also invest in securities which are convertible into common stock, fixed income securities and money market securities. Under normal circumstances, the Fund will invest at least 65% of its total assets in common stock of companies with market capitalization of $500 million or less, although the Fund may invest in companies with higher market capitalization. Numeric determines its stock selection decisions primarily on the basis of its growth stock model, which seeks to identify companies whose earnings per share are improving more rapidly than the earnings per share of the average company. Considered, but of significantly less importance, is the value stock model which seeks to identify companies whose securities have market valuations which are lower than the average market valuations of securities, as measured by characteristics including price to earnings ratios and price to book ratios. The Fund will measure its performance against the Wilshire Small Company Growth Index. The investment objective of the Numeric Growth Fund is to provide long-term capital appreciation. The Fund will invest primarily in common stocks, although it may also 4 invest in securities which are convertible into common stock, fixed income securities and money market securities. Under normal circumstances, the Fund will invest in common stock of companies with smaller ($1 billion or less) market capitalization or companies with substantial equity capital and higher than average earnings growth rates. Numeric determines its stock selection decisions primarily on the basis of its growth stock model, which seeks to identify companies whose earnings per share are improving more rapidly than the earnings per share of the average company. Considered, but of significantly less importance, is the value stock model which seeks to identify companies whose securities have market valuations which are lower than the average market valuations of securities, as measured by characteristics including price to earnings ratios and price to book ratios. The Fund will measure its performance against the Russell 2500 Growth Index. The investment objective of the Numeric Growth & Value Fund is to provide long-term capital appreciation. The Fund will invest primarily in common stocks, although it may also invest in securities which are convertible into common stock, fixed income securities and money market securities. Numeric determines its stock selection decisions primarily on the basis of its growth stock model and its value stock model. The growth stock model seeks to identify companies whose earnings per share are improving more rapidly than the earnings per share of the average company. The value stock model seeks to identify companies whose securities have market valuations which are lower than the average market valuation of securities, as measured by characteristics including price to earnings ratios and price to book ratios. The Fund anticipates that it will invest a large portion of its total assets in common stock of "mid cap" companies, which the Fund defines as the 151st to the 1000th largest companies (excluding ADRs) as ranked by market capitalization. This currently represents a market capitalization range of approximately $800 million to $8 billion. The Fund will measure its performance against the S&P MidCap 400 Index. NUMERIC'S INVESTMENT STYLE. Numeric employs a quantitative approach to investment management. Numeric relies on proprietary quantitative computer models utilizing internally developed computer technology and financial databases to assist in the stock selection process. Numeric's proprietary models are capable of ranking a large universe of eligible investments using a wide array of financial data such as market price, book value, earnings, cash flow and earnings growth rates. The models also evaluate the degree to which independent research analysts are changing their earnings forecasts for the companies they follow. The models are broadly classified into two types: Numeric's value stock model seeks to identify companies whose securities have market valuations which are lower than the average market valuation of securities, as measured by characteristics including price to earnings ratios and price to book ratios; Numeric's growth stock model seeks to identify companies whose earnings per share are improving more rapidly than the earnings per share of the average company. Stocks are ranked according to their relative attractiveness as determined by these models. These rankings assist Numeric in constructing a portfolio it believes is invested in the most attractive securities consistent with a Fund's investment objectives. The same investment strategy used to manage a particular Fund also may be used for institutional accounts managed by Numeric. These models may be changed periodically to capture the insights of Numeric's ongoing research efforts. In pursuing the investment objectives of each of the Funds, Numeric will use the investment instruments and techniques discussed below: EQUITY MARKETS. The Funds will be invested primarily in equity markets at all times. Equity markets can be highly volatile, so that investing in the Funds involves substantial risk. In addition, the Funds can and will typically invest in stocks which are riskier and more volatile than the average stock. As a result, investing in these Funds involves risk of substantial loss of capital. OPTIONS AND FUTURES. The Funds may write covered call options, buy put options, buy call options and write put options, without limitation except as noted in this paragraph. Such options may relate to particular securities or to various indexes and may or may not be listed on a national securities exchange and issued by the Options Clearing Corporation. The Funds may also invest in futures contracts and options on futures contracts (index futures contracts or interest rate futures contracts, as applicable) for hedging purposes, including equitizing cash. Options trading is a highly specialized activity which entails greater than ordinary investment risks. A call option for a particular security gives the purchaser of the option the right to buy, and a writer the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligations under the option contract. A put option for a particular security gives the purchaser the right to sell the underlying security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security. In contrast to an option on a particular security, an option on an index provides the holder with the right to make or receive a cash settlement upon exercise of the option. The amount of this settlement will be equal to the difference between the closing price of the index at the time of exercise and the exercise price of the option expressed in dollars, times a specified multiple. 5 The Funds will engage in unlisted over-the-counter options only with broker- dealers deemed creditworthy by Numeric. Closing transactions in certain options are usually effected directly with the same broker-dealer that effected the original option transaction. The Funds bear the risk that the broker-dealer will fail to meet its obligations. There is no assurance that the Funds will be able to close an unlisted option position. Furthermore, unlisted options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation, which performs the obligations of its members who fail to do so in connection with the purchase or sale of options. To enter into a futures contract, the Funds must make a deposit of an initial margin with its custodian in a segregated account in the name of its futures broker. Subsequent payments to or from the broker, called variation margin, will be made on a daily basis as the price of the underlying security or index fluctuates, making the long and short positions in the futures contracts more or less valuable. The risks related to the use of options and futures contracts include: (i) the correlation between movements in the market price of a Fund's investments (held or intended for purchase) being hedged and in the price of the futures contract or option may be imperfect; (ii) possible lack of a liquid secondary market for closing out options or futures positions; (iii) the need for additional portfolio management skills and techniques; and (iv) losses due to unanticipated market movements. Successful use of options and futures by the Funds is subject to Numeric's ability to correctly predict movements in the direction of the market. For example, if a Fund uses future contracts as a hedge against the possibility of a decline in the market adversely affecting securities held by it and securities prices increase instead, the Fund will lose part or all of the benefit of the increased value of its securities which it has hedged because it will have approximately equal offsetting losses in its futures positions. The risk of loss in trading futures contracts in some strategies can be substantial, due both to the low margin deposits required, and the extremely high degree of leverage involved in futures pricing. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor. Thus, a purchase or sale of a futures contract may result in losses or gains in excess of the amount invested in the contract. For a further discussion see "Investment Objectives and Policies" in the Statement of Additional Information. SHORT SALES. Short sales are transactions in which a Fund sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. Until a Fund replaces a borrowed security in connection with a short sale, the Fund will: (a) maintain daily a segregated account, containing cash, cash equivalents or U.S. Government securities, at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount deposited in the segregated account plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short; or (b) otherwise cover its short position in accordance with positions taken by the Staff of the Securities and Exchange Commission. A Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the fund replaces the borrowed security. The Fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or amounts in lieu of interest the Fund may be required to pay in connection with a short sale. The Fund may purchase call options to provide a hedge against an increase in the price of a security sold short by the Fund. See "Options and Futures Contracts" above. The Funds anticipate that the frequency of short sales will vary substantially in different periods, and they do not intend that any specified portion of their assets, as a matter of practice, will be invested in short sales. However, no securities will be sold short if, after effect is given to any such short sale, the total market value of all securities sold short would exceed 25% of the value of a Fund's net assets. The value of the securities of any single issuer sold short by a Fund may not exceed the lesser of 2% of the value of a Fund's net assets or 2% of the outstanding securities of any class of any issuer. Short sales may be made only in securities which are fully listed on a national securities exchange. In addition to the short sales discussed above, the Funds may make short sales "against the box," a transaction in which a Fund enters into a short sale of a security which the Fund owns. The proceeds of the short sale will be held 6 by a broker until the settlement date at which time the Fund delivers the security to close the short position. The Fund receives the net proceeds from the short sale. It currently is anticipated that the Funds will make short sales against the box for purposes of protecting the value of the Funds' net assets. LENDING OF FUND SECURITIES. The Funds may lend their portfolio securities to financial institutions. Such loans would involve risks of delay in receiving additional collateral in the event the value of the collateral decreases below the value of the securities loaned or of delay in recovering the securities loaned or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers which Numeric deems to be of good standing and only when, in Numeric's judgment, the income to be earned from the loans justifies the attendant risks. PORTFOLIO TURNOVER. The Funds may be subject to a greater degree of turnover and thus a higher incidence of short-term capital gains taxable as ordinary income than might be expected from portfolios which invest substantially all of their funds on a long-term basis, and correspondingly larger brokerage charges can be expected to be borne by such Funds. Federal income tax law may restrict the extent to which such Funds may engage in short-term trading activities. See "Taxes" below and in the Statement of Additional Information for a discussion of the impact of portfolio turnover. The Funds anticipate that their annual turnover will range from 150% to 300% or more depending on market conditions. Such turnover rates are greater than that of many other investment companies. MICRO CAP AND SMALL CAP STOCKS. Securities of companies with micro and small capitalizations tend to be riskier than securities of companies with medium or large capitalizations. This is because micro and small cap companies typically have smaller product lines and less access to liquidity than mid cap or large cap companies, and are therefore more sensitive to economic downturns. In addition, growth prospects of micro and small cap companies tend to be less certain than mid or large cap companies, and the dividends paid on micro and small cap stocks are frequently negligible. Moreover, micro and small cap stocks have, on occasion, fluctuated in the opposite direction of large cap stocks or the general stock market. Consequently, securities of micro and small cap companies tend to be more volatile than those of mid and large cap companies. BORROWING MONEY. As a fundamental policy, the Funds are permitted to borrow to the extent permitted under the 1940 Act and to mortgage, pledge or hypothecate their respective assets in connection with such borrowings in amounts not in excess of 125% of the dollar amounts borrowed. The 1940 Act permits an investment company to borrow in an amount up to 33 1/3% of the value of such company's total assets. However, the Funds currently intend to borrow money only for temporary or emergency (not leveraging) purposes, in an amount up to 15% of the value of their respective total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While borrowings exceed 5% of its total assets, the Funds will not make any additional investments. DEBT SECURITIES. The Funds may invest in debt securities rated no less than investment grade by either Standard & Poor's or Moody's. Bonds in the lowest investment grate debt category (e.g., bonds rated BBB by Standard & Poor's Corporation or Baa by Moody's Investors Services, Inc.) have speculative characteristics, and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade bonds. The Funds will not retain a bond which was rated as investment grade at the time of purchase but whose rating is subsequently downgraded below investment grade. The value of debt securities held by a Fund will tend to vary inversely in relation to changes in prevailing interest rates. Thus, if interest rates have increased from the time a debt security was purchased, such security, if sold, might be sold at a price less than its cost. Conversely, if interest rates have declined from the time a debt security was purchased, the debt security, if sold, might be sold at a price greater than its cost. MARKET FLUCTUATION. Because the investment alternatives available to each Fund may be limited by specific objectives of that Fund, investors should be aware that an investment in a particular Fund may be subject to greater market fluctuation than an investment in a portfolio of securities representing a broader range of investment alternatives. In view of the specialized nature of the investment activities of each Fund, an investment in any single fund should not be considered a complete investment program. There is no assurance that any Fund will achieve its investment objectives. SHORT-TERM DEBT OBLIGATIONS. The Funds may purchase money market instruments to the extent consistent with their investment objectives and policies. Such instruments include U.S. Government obligations, repurchase agreements, certificates of deposit, bankers acceptances and commercial paper. OTHER INVESTMENT INSTRUMENTS AND TECHNIQUES. In addition to the above investment instruments and techniques, the Funds presently intend to invest not more than 5% of a Fund's net assets in when-issued and forward commitments, illiquid securities, depositary receipts, investment company securities and convertible securities. 7 These investment instruments and techniques and related risks are described in greater detail in the Funds' Statement of Additional Information under "Investment Objectives and Policies." The Funds' investment objectives and policies described above may be changed by RBB's Board of Directors without the affirmative vote of the holders of a majority of outstanding Shares of RBB representing interests in the Funds. Such changes may result in the Funds having investment objectives which differ from those an investor may have considered at the time of investment. Shareholders will be provided 30 days prior written notice of any change in a Fund's investment objectives. There is no assurance that the investment objective of the Funds will be achieved. INVESTMENT LIMITATIONS No Fund may change the following investment limitations (with certain exceptions, as noted below) without the affirmative vote of the holders of a majority of a Fund's outstanding Shares. (A complete list of the investment limitations that cannot be changed without such a vote of the shareholders is contained in the Statement of Additional Information under "Investment Objectives and Policies.") THE FUNDS MAY NOT: 1. Purchase the securities of any one issuer, other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, if immediately after and as a result of such purchase more than 5% of the value of a Fund's total assets would be invested in the securities of such issuer, or more than 10% of the outstanding voting securities of such issuer would be owned by the Fund, except that up to 25% of the value of the Fund's total assets may be invested without regard to such limitations. 2. Borrow money, except to the extent permitted under the 1940 Act or mortgage, pledge or hypothecate any of their respective assets in connection with any such borrowing except in amounts not in excess of 125% of the dollar amounts borrowed. For purposes of this Investment Restriction, the entry into options, forward contracts, futures contracts, including those relating to indexes, and options on futures contracts or indexes shall not constitute borrowing. 3. Purchase any securities which would cause, at the time of purchase, 25% or more of the value of the total assets of a Fund to be invested in the obligations of issuers in any industry, provided that there is no limitation with respect to investments in U.S. Government obligations. 4. Make loans, except that a Fund may purchase or hold debt obligations in accordance with its investment objective, policies and limitations, may enter into repurchase agreements for securities, and may lend portfolio securities against collateral consisting of cash or securities which are consistent with the Fund's permitted investments, which is equal at all times to at least 100% of the value of the securities loaned. There is no investment restriction on the amount of securities that may be loaned, except that payments received on such loans, including amounts received during the loan on account of interest on the securities loaned, may not (together with all non-qualifying income) exceed 10% of a Fund's annual gross income (without offset for realized capital gains) unless, in the opinion of counsel to RBB, such amounts are qualifying income under Federal income tax provisions applicable to regulated investment companies. In determining whether the Funds have complied with limitation 3 above, the Funds will not take into account the value of options and futures. These investment limitations are applied at the time investment securities are purchased (except that, with respect to borrowings, if asset coverage falls below 300%, a Fund will reduce its borrowing to restore asset coverage to 300% within three business days in accordance with the requirements of the 1940 Act). In order to permit the sale of its shares in certain states, the Funds may make commitments more restrictive than the investment policies and limitations described in this Prospectus. If the Funds determine that any commitment is no longer in the best interests of the Funds, they will revoke the commitment by terminating sale of shares of the Funds in the state involved. MANAGEMENT BOARD OF DIRECTORS The business and affairs of RBB and each investment portfolio are managed under the direction of RBB's Board of Directors. INVESTMENT ADVISER Numeric serves as investment adviser to the Funds. Numeric was organized in October, 1989 as a Delaware limited partnership and is located in Cambridge, Massachusetts. The firm, which specializes in the active management of U.S. equity portfolios using internally developed quantitative stock selection and portfolio risk-control techniques, currently has over $2 billion in assets under management for individual, limited partnership, mutual fund, pension plan and endowment accounts. Langdon B. Wheeler, CFA is the founder of Numeric. Mr. Wheeler received his MBA from Harvard University and an undergraduate degree from Yale University. All Funds are managed by John C. Bogle, Jr., CFA. Mr. Bogle joined Numeric in 1990 after serving as Vice President and Portfolio Manager at State Street Global Advisors. Mr. Bogle received his MBA and BS from Vanderbilt University. Messrs. Wheeler and Bogle are active in the 8 development and implementation of the firm's stock selection models. The General Partner of Numeric is Langdon Wheeler & Associates, Inc., a Massachusetts corporation. The principal officers of Langdon Wheeler & Associates, Inc. are Messrs. Wheeler and Bogle. For the services provided and the expenses assumed by it, Numeric is entitled to receive a fee from each of the Funds at an annual rate of 0.75% of a Fund's average daily net assets, computed daily and payable monthly. Numeric may from time to time voluntarily agree to waive all or any portion of its advisory fees. Numeric presently intends to waive its fees for the current fiscal year and for the following fiscal year to the extent necessary to maintain an annualized expense ratio for each Fund of 1.00%, although there is no guarantee that Numeric will maintain such waivers indefinitely. CO-ADMINISTRATORS Bear Stearns Funds Management Inc. ("BSFM"), an affiliate of Bear, Stearns & Co. Inc. ("Bear Stearns"), serves as co-administrator to the Funds. BSFM generally assists each of the Funds in all aspects of their administration and operations. The services provided and the fees payable by the Funds for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." PFPC, an indirect wholly owned subsidiary of PNC Bank, N.A. ("PNC"), also serves as co-administrator to the Funds. PFPC assists the Funds in matters relating to the maintenance of financial records and accounting. The services provided and the fees payable by the Funds for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." TRANSFER AGENT AND DIVIDEND DISBURSING AGENT PFPC serves as the Funds' transfer agent and dividend disbursing agent. PFPC's principal business address is 400 Bellevue Parkway, Wilmington, DE 19809. The services provided and the fees payable by the Funds for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." CUSTODIAN Custodial Trust Company ("CTC"), an affiliate of Bear Stearns, serves as custodian for the Funds. The services provided and the fees payable by the Funds for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." OTHER ADMINISTRATIVE SERVICES Counsellors Funds Service, Inc., a wholly owned subsidiary of the Distributor, provides certain administrative services to the Funds not otherwise provided by BSFM or PFPC. The services provided and fees payable by the Funds for these services are described in the Statement of Additional Information under "Investment Advisory, Distribution and Servicing Arrangements." EXPENSES The expenses of each Fund are deducted from their total income before dividends are paid. These expenses include, but are not limited to, fees paid to Numeric, fees and expenses of officers and directors who are not affiliated with Numeric or the Funds' Distributor, taxes, interest, legal fees, custodian fees, auditing fees, brokerage fees and commissions, certain of the fees and expenses of registering and qualifying the Funds and their shares for distribution under Federal and state securities laws, expenses of preparing prospectuses and statements of additional information and of printing and distributing prospectuses and statements of additional information annually to existing shareholders that are not attributable to a particular class of shares of RBB, the expense of reports to shareholders, shareholders' meetings and proxy solicitations that are not attributable to a particular class of shares of RBB, fidelity bond and directors and officers liability insurance premiums, the expense of using independent pricing services and other expenses which are not expressly assumed by the adviser under its investment advisory agreement with respect to a Fund. Any general expenses of RBB that are not readily identifiable as belonging to a particular investment portfolio of RBB will be allocated among all investment portfolios of RBB based upon the relative net assets of the investment portfolios at the time such expenses are cited. Transfer agency expenses, expenses of preparation, printing and distributing prospectuses, statements of additional information, proxy statements and reports to shareholders, and registration fees, identified as belonging to a particular class, are allocated to such class. Numeric has agreed to reimburse each Fund for the amount, if any, by which the total operating and management expenses of such Fund for any fiscal year exceed the most restrictive state blue sky expense limitation in effect from time to time, to the extent required by such limitation. Numeric may assume additional expenses of the Funds from time to time. In certain circumstances, Numeric may assume such expenses on the condition that it is reimbursed by the Funds for such amounts prior to the end of a fiscal year. In such event, the reimbursement of such amounts will have the effect of increasing a Fund's expense ratio and of decreasing the total return or yield to investors. 9 FUND TRANSACTIONS Numeric may consider a number of factors in determining which brokers to use in purchasing or selling a Fund's securities. These factors, which are more fully discussed in the Statement of Additional Information, include, but are not limited to, research services, the reasonableness of commissions and quality of services and execution. A higher rate of turnover of a Fund's securities may involve correspondingly higher transaction costs, which will be borne directly by the Fund. A Fund may enter into brokerage transactions with and pay brokerage commissions to brokers that are affiliated persons (as such term is defined in the 1940 Act) provided that the terms of the brokerage transactions comply with the provisions of the 1940 Act. Numeric may allocate trades among any or all of its clients, including the Funds. Numeric combines orders and allocates to each account its proportionate or "pro rata" share of the trade. Accounts included in the trade allocation may include limited partnerships for which Numeric serves as general partner and in which employees and/or partners of Numeric may own a substantial interest. Numeric may cause the Funds to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Funds or who otherwise provide brokerage and research services utilized by Numeric, provided that Numeric 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 viewed in terms of either the particular transaction to which the commission relates or Numeric's overall responsibilities with respect to the Funds. DISTRIBUTION OF SHARES Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary of Warburg, Pincus Counsellors, Inc., with offices at 466 Lexington Avenue, New York, New York, acts as distributor for each of the Funds pursuant to separate distribution contracts (collectively, the "Distribution Contracts") with RBB on behalf of each of the Funds. HOW TO PURCHASE SHARES GENERAL Shares representing interests in the Funds are offered continuously for sale by the Distributor and may be purchased without imposition of a sales charge through PFPC, the Funds' transfer agent. Shares may be purchased initially by completing the application included in this Prospectus and forwarding the application and payment to PFPC. Subsequent purchases of Shares may be effected by mailing a check or Federal Reserve Draft payable to the order of "The Numeric Investors Family of Mutual Funds" c/o PFPC, P.0. Box 8966, Wilmington, Delaware 19899. The name of the Fund for which Shares are being purchased must also appear on the check or Federal Reserve Draft. Federal Reserve Drafts are available at national banks or any state bank which is a member of the Federal Reserve System. Initial investments in any Fund must be at least $3,000 and subsequent investments must be at least $100. The minimum initial investment for an Automatic Investment Plan is $1,000 with minimum monthly payments of $100. RBB reserves the right to reject any purchase order or to waive the minimum initial or subsequent investment requirement. Investors will be given notice of any increase in minimum investment requirements. Provided that the investment is at least $2,500, an investor may also purchase Shares by having his bank or his broker wire Federal Funds to PFPC. An investor's bank or broker may impose a charge for this service. In order to ensure prompt receipt of an investor's Federal Funds wire, for an initial investment, it is important that an investor follows these steps: A. Telephone the Funds' transfer agent, PFPC, toll-free (800) 348-5031 (in Delaware call collect (302) 791- 3486), and provide PFPC with your name, address, telephone number, Social Security or Tax Identification Number, the Fund selected, the amount being wired, and by which bank. PFPC will then provide an investor with a Fund account number. Investors with existing accounts should also notify PFPC prior to wiring funds. B. Instruct your bank or broker to wire the specified amount, together with your assigned account number, to PFPC's account with PNC: PNC Bank, N.A. ABA-0310-0005-3 CREDITING ACCOUNT NUMBER: 86-1108-2312 FROM: (name of investor) ACCOUNT NUMBER: (Investor's account number with the Fund) FOR PURCHASE OF: (name of the Fund) AMOUNT: (amount to be invested) C. Fully complete and sign the Application and mail it to the address shown thereon. PFPC will not process redemptions until it receives a fully completed and signed Application. For subsequent investments, an investor should follow steps A and B above. Shares of the Funds may be purchased on any Business Day. A "Business Day" is any day that the New York 10 Stock Exchange (the "NYSE") is open for business. Currently, the NYSE is closed on weekends and New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving Day and Christmas Day (observed). Such Shares are offered at the next determined net asset value per share. The price paid for a Fund's Shares purchased initially or acquired through the exercise of an exchange privilege is based on the net asset value next computed after an order is received by PFPC. Such price will be the net asset value next computed after an order is received by PFPC provided such order is transmitted to and received by PFPC prior to its close of business on such day. Orders received by PFPC after its close of business are priced at the net asset value next determined on the following Business Day. In those cases where an investor pays for Shares by check, the purchase will be effected at the net asset value next determined after PFPC receives payment in good order. Shareholders whose shares are held in a street name account and who desire to transfer such shares to another street name account should contact the record holder of their current street name account. The Funds understand that some broker-dealers (other than the Distributor), financial institutions, securities dealers, financial planners and other industry professionals ("Service Agents") may impose certain conditions on their clients that invest in the Funds, which are in addition to or different from those described in this Prospectus, and, to the extent permitted by applicable regulatory authority, may charge their clients direct fees. Certain features of the Funds, such as the minimum initial or subsequent investments, may be modified in these programs, and administrative charges may be imposed for the services rendered. Therefore, a client or customer should contact the organization acting on his behalf concerning the fees (if any) charged in connection with a purchase or redemption of a Fund's shares and should read this Prospectus in light of the terms governing his accounts with Service Agents. Service Agents will be responsible for promptly transmitting client or customer purchase and redemption orders to the Funds in accordance with their agreements with clients or customers. If payment is not received by such time, the Service Agent could be held liable for resulting fees or losses. AUTOMATIC INVESTMENT PLAN Additional investments in Shares of the Funds may be made automatically by authorizing PFPC to withdraw funds from your bank account through an Automatic Investment Plan. Investors desiring to participate in an Automatic Investment Plan should call RBB's transfer agent, PFPC, at (800) 348-5031 (in Delaware call collect (302) 791-3486) to obtain the appropriate forms, or complete the appropriate section of the Application included with this Prospectus. The minimum initial investment for an Automatic Investment Plan is $1,000 with minimum monthly payments of $100. 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 Shares of any one of the Numeric Investors Family Funds for Shares of any other of the Numeric Investors Family of Mutual Funds up to three (3) times per year. Such exchange will be effected at the net asset value of the exchanged Fund and the net asset value of the Fund to be acquired next determined after PFPC's receipt of a request for an exchange. In addition, RBB reserves the right to impose a $5.00 administrative fee for each exchange. An exchange of Shares will be treated as a sale for Federal income tax purposes. See "Taxes." A shareholder wishing to make an exchange may do so by sending a written request to PFPC. Shareholders are automatically provided with telephone exchange privileges when opening an account, unless they indicate on the Application that they do not wish to use this privilege. To add a telephone exchange feature to an existing account that previously did not provide for this option, a Telephone Exchange Authorization Form must be filed with PFPC. This form is available from PFPC. Once this election has been made, the shareholder may simply contact PFPC by telephone to request the exchange by calling (800) 348-5031 (in Delaware call collect (302) 791-3486). RBB will employ reasonable procedures to confirm that instructions communicated by telephone are genuine, and if RBB does not employ such procedures, it may be liable for any losses due to unauthorized or fraudulent telephone instructions. Neither RBB nor PFPC will be liable for any loss, liability, cost or expense for following RBB's telephone transaction procedures described below or for following instructions communicated by telephone that it reasonably believes to be genuine. RBB'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 RBB's records; (3) requiring RBB's service representative to complete a telephone transaction form, listing all of the above caller identification information; (4) permitting exchanges only if the two account registrations are identical; (5) requiring that redemption proceeds be sent only by check to the account owners of record at the address of record, or by wire only to the owners of record at the bank account of record; (6) sending a written confirmation for each telephone transaction to the owners 11 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 fund elects to record shareholder telephone transactions. For accounts held of record by Service Agents, 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 power of attorney. If the exchanging shareholder does not currently own Shares of the Fund whose Shares are being acquired, a new account will be established with the same registration, dividend and capital gain options as the account from which shares are exchanged, unless otherwise specified in writing by the shareholder with all signatures guaranteed by an Eligible Guarantor Institution, as defined by rules issued by the SEC, including banks, brokers, dealers, credit unions, national securities exchanges and savings associations. The exchange privilege may be modified or terminated at any time, or from time to time, by RBB, upon 60 days' written notice to shareholders. If an exchange is to a new Numeric Investors Family Fund, the dollar value of Shares acquired must equal or exceed RBB's minimum for a new account; if to an existing account, the dollar value must equal or exceed RBB's minimum for subsequent investments. If any amount remains in the Numeric Fund from which the exchange is being made, such amount must not drop below the minimum account value required by RBB. EXCHANGE PRIVILEGE LIMITATIONS The Funds' exchange privilege is not intended to afford shareholders a way to speculate on short-term movements in the market. Accordingly, in order to prevent excessive use of the exchange privilege that may potentially disrupt the management of the Funds and increase transactions costs, the Funds have established a policy of limiting excessive exchange activity. Shareholders are entitled to three (3) substantive exchange redemptions (at least 30 days apart) from each Fund during any twelve-month period. Notwithstanding these limitations, the Funds reserve the right to reject any purchase request (including exchange purchases from other Numeric Funds) that is reasonably deemed to be disruptive to efficient portfolio management. RETIREMENT PLANS Numeric Investors Family Shares may be purchased in conjunction with individual retirement accounts ("IRAs"), rollover IRAs, or pension, profit- sharing or other employer benefit plans. For further information as to applications and annual fees, contact PFPC. To determine whether the benefits of an IRA are available and/or appropriate, a shareholder should consult with a tax adviser. CLOSING OF THE FUND Numeric will monitor the Funds' total assets and may close any of the Funds at any time to new investment due to concerns that an increase in the size of a Fund may adversely affect the implementation of Numeric's investment strategy. Numeric may also choose to reopen a closed fund to new investment at any time, and may subsequently close such Fund again should concerns regarding Fund size recur. Numeric reserves the right while a Fund is closed to accept new investments from any of its employees or their spouses or children. HOW TO REDEEM SHARES REDEMPTION IN WRITING Shareholders may redeem for cash some or all of their Fund Shares at any time. To do so, a written request in proper form must be sent directly to The Numeric Investors Family of Mutual Funds c/o PFPC, P.O. Box 8966, Wilmington, Delaware 19899-8966. Shareholders may also place redemption requests through a Service Agent, but such Service Agent might charge a fee for this service. A request for redemption must be signed by all persons in whose names the Shares are registered. Signatures must conform exactly to the account registration. If the proceeds of the redemption would exceed $10,000, or if the proceeds are not to be paid to the record owner at the record address, or if the shareholder is a corporation, partnership, trust or fiduciary, signature(s) must be guaranteed by an Eligible Guarantor Institution. A signature guarantee verifies the authenticity of your signature. You may call PFPC at (800) 348-5031 (in Delaware call collect (302) 791-3486) to determine whether the entity that will guarantee the signature is an Eligible Guarantor Institution. Generally, a properly signed written request with any required signature guarantee is all that is required for a redemption. In some cases, however, other documents may be necessary. Additional documentary evidence of authority is also required by PFPC in the event redemption is requested by a corporation, partnership, trust, fiduciary, executor or administrator. REDEMPTION BY TELEPHONE Investors may redeem shares without charge by telephone if they have checked the appropriate box and supplied the 12 necessary information on the Application, or have filed a Telephone Authorization with PFPC. An investor may obtain a Telephone Authorization from PFPC by calling (800) 348-5031 (in Delaware call collect (302) 791-3486). The Fund will employ reasonable procedures to confirm that instructions communicated by telephone are genuine, and if the fund does not employ such procedures, it may be liable for any losses due to unauthorized or fraudulent telephone instructions. The proceeds will be mailed by check to an investor's registered address unless he has designated in his Application or Telephone Authorization that such proceeds are to be sent by wire transfer to a specified checking or savings account. If proceeds are to be sent by wire transfer, a telephone redemption request received prior to 4:00 p.m. will result in redemption proceeds being wired to the investor's bank account on the next day that a wire transfer can be effected. The minimum redemption for proceeds sent by wire transfer is $2,500. There is no maximum for proceeds sent by wire transfer. The Funds may modify this redemption service at any time or charge a service fee upon prior notice to shareholders. No service fee is currently contemplated. RBB and PFPC reserve the right to refuse a telephone redemption if they deem it advisable to do so. Neither the Funds, their Administrators nor the Distributor will be liable for any loss, liability, cost or expense for following these procedures or for following instructions communicated by telephone that it reasonably believes to be genuine. These procedures are set forth under "How to Purchase Shares-- Exchange Privilege" above. OTHER INFORMATION ON REDEMPTIONS The Funds are not responsible for the efficiency of the Federal Wire System or a shareholder's investment adviser, broker-dealer or bank. The shareholder is responsible for any charges imposed by the shareholder's bank. To change the name of the single designated bank account to receive redemptions, it is necessary to send a written request (with a signature guaranteed by an Eligible Guarantor Institution) to the Numeric Investors Family, c/o PFPC Inc., P. O. Box 8966, Wilmington, Delaware 19899-8966. INVOLUNTARY REDEMPTION RBB reserves the right to redeem a shareholder's account in any Fund at any time the net asset value of the account in such Fund falls below $500 as the result of a redemption or an exchange request. Shareholders will be notified in writing that the value of their account in a Fund is less than $500 and will be allowed 30 days to make additional investments before the redemption is processed. PAYMENT OF REDEMPTION PROCEEDS In all cases, the redemption price is the net asset value per share next determined after the request for redemption is received in proper form by PFPC. Payment for Shares redeemed is made by check mailed within seven days after acceptance by PFPC of the request and any other necessary documents in proper order. Such payment may be postponed or the right of redemption suspended as provided by the rules of the SEC. If the Shares to be redeemed have been recently purchased by check, PFPC may delay mailing a redemption check, which may be a period of up to 15 days, pending a determination that the check has cleared. REDEMPTION IN-KIND The Funds reserve the right, if conditions exist which make cash payments undesirable, to honor any request for redemption of a Fund's shares by making payment in whole or in part in securities chosen by the Fund and valued in the same way as they would be valued for purposes of computing a Fund's net asset value. If payment is made in securities, a shareholder may incur transaction costs in converting these securities into cash after they have redeemed their shares. The Funds have elected, however, to be governed by Rule 18f-1 under the 1940 Act, so that a Fund is obligated to redeem its Shares solely in cash up to the lesser of $250,000 or 1% of its net asset value during any 90-day period for any one shareholder of a Fund. AUTOMATIC WITHDRAWAL Automatic withdrawal permits investors to request withdrawal of a specified dollar amount (minimum of $25) on either a monthly, quarterly or annual basis if the investor has a $10,000 minimum account. An application for automatic withdrawal can be obtained from PFPC. Automatic withdrawal may be ended at any time by the investor, RBB or PFPC. Purchases of additional shares concurrently with withdrawals generally are undesirable. NET ASSET VALUE The net asset value for each Fund is calculated by adding the value of all its securities to cash and other assets, deducting its actual and accrued liabilities and dividing by the total number of Shares outstanding. The net asset value of the Funds is calculated as of 4:00 p.m. Eastern Time on each Business Day. Valuation of securities held by the Funds is as follows: securities traded on a national securities exchange or on the Nasdaq National Market System are valued at the last reported sale price that day; securities traded on a national securities exchange or on the Nasdaq National Market System for which there were no sales on that day and securities traded on other over-the- counter markets for which market quotations are readily available are valued at the mean of the bid and asked prices; and securities for which market quotations are not readily available are 13 valued at fair market value as determined in good faith by or under the direction of RBB's Board of Directors. The amortized cost method of valuation may also be used with respect to debt obligations with sixty days or less remaining to maturity. With the approval of the Board of Directors, a Fund may use a pricing service, bank or broker-dealer experienced in such matters to value a Fund's securities. A more detailed discussion of net asset value and security valuation is contained in the Statement of Additional Information. DIVIDENDS AND DISTRIBUTIONS The Funds will distribute substantially all of their net investment income and net realized capital gains, if any, to each Fund's shareholders. All distributions are reinvested in the form of additional full and fractional Shares of the relevant Fund unless a shareholder elects otherwise. The Funds expect to declare and pay dividends from net investment income annually, generally near the end of the year. Net realized capital gains (including net short-term capital gains), if any, will be distributed at least annually. TAXES The following discussion is only a brief summary of some of the important tax considerations generally affecting the Funds and their shareholders and is not intended as a substitute for careful tax planning. Accordingly, investors in the Funds should consult their tax advisers with specific reference to their own tax situation. Each Fund will elect to be taxed as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. So long as a Fund qualifies for this tax treatment, such Fund will be relieved of Federal income tax on amounts distributed to shareholders, but shareholders, unless otherwise exempt, will pay income or capital gains taxes on amounts so distributed (except distributions that constitute "exempt interest dividends" or that are treated as a return of capital) regardless of whether such distributions are paid in cash or reinvested in additional Shares. Distributions out of the "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), if any, of any Fund will be taxed to shareholders as long-term capital gain regardless of the length of time a shareholder has held his Shares, whether such gain was reflected in the price paid for the Shares, or whether such gain was attributable to bonds bearing tax-exempt interest. All other distributions, to the extent they are taxable, are taxed to shareholders as ordinary income. The maximum marginal rate on ordinary income for individuals, trusts and estates is generally 39.6% while the maximum rate imposed on long term capital gain of such taxpayers is 28%. Corporate taxpayers are taxed at the same rates on both ordinary income and capital gains. RBB will send written notices to shareholders annually regarding the tax status of distributions made by each Fund. Dividends declared in October, November or December of any year payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders on December 31, provided such dividends are paid during January of the following year. Each Fund intends to make sufficient actual or deemed distributions prior to the end of each calendar year to avoid liability for Federal excise tax. Investors should be careful to consider the tax implications of buying Shares just prior to a distribution. The price of shares purchased at that time will reflect the amount of the forthcoming distribution. Those investors purchasing just prior to a distribution will nevertheless be taxed on the entire amount of the distribution received. Investment strategies which require periodic changes to portfolio holdings with the expectation of outperforming equity indices are called "active" strategies. These compare with "passive" or "Index" strategies which hold only the stocks in the equity indices. Passive strategies trade infrequently--only as the indices change. Most equity mutual funds pursue active strategies which have higher turnover than passive strategies. The following describes the impact of portfolio turnover on returns. High turnover can adversely affect taxable investors, especially those in higher marginal tax brackets, in two ways: First, short term capital gains, which are a by-product of high turnover investment strategies, are currently taxed at rates comparable to ordinary income rates. Ordinary income tax rates are higher than long term capital gain tax rates for middle and upper income taxpayers. Second, the frequent realization of gains, which causes taxes to be paid frequently, is less advantageous than infrequent realization of gains. Infrequent realization of gains allows the payment of taxes to be deferred to later years, allowing more of the gains to compound before taxes are paid. Consequently, after-tax compound rates of return will generally be higher for taxable investors using investment strategies with very low turnover, all else being equal. Although tax considerations should not typically drive an investment decision, investors should consider their 14 ability to allocate tax-deferred (such as IRAs and 401(k) plans) versus taxable assets when considering where to invest. All else being equal, investors will earn better returns investing tax-deferred assets in active strategies, while using passive strategies for taxable investments. Shareholders who exchange Shares representing interests in one Fund for Shares representing interests in another Fund will generally recognize capital gain or loss for Federal income tax purposes. Shareholders who are nonresident alien individuals, foreign trusts or estates, foreign corporations or foreign partnerships may be subject to different U.S. Federal income tax treatment. An investment in any one Fund is not intended to constitute a balanced investment program. Future legislative or administrative changes or court decisions may materially affect the tax consequences of investing in one or more Funds of RBB. Shareholders are also urged to consult their tax advisers concerning the application of state and local income taxes to investments in RBB which may differ from the Federal income tax consequences described above. DESCRIPTION OF SHARES RBB has authorized capital of thirty billion shares of Common Stock, $.001 par value per share, of which 12.35 billion shares are currently classified into 66 different classes of Common Stock (see "Description of Shares" in the Statement of Additional Information). Exchanges between the Numeric Investors Family of Mutual Funds and other Families of RBB are not permitted. THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN RELATE PRIMARILY TO THE NUMERIC INVESTORS FAMILY CLASSES AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO THE NUMERIC INVESTORS FAMILY CLASSES. Each share that represents an interest in a Fund has an equal proportionate interest in the assets belonging to such Fund with each other share that represents an interest in such Fund, even where a share has a different class designation than another share representing an interest in that Fund. Shares of RBB do not have preemptive or conversion rights. When issued for payment as described in this Prospectus, shares of RBB will be fully paid and non- assessable. RBB currently does not intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. The law under certain circumstances provides shareholders with the right to call for a meeting of shareholders to consider the removal of one or more directors. To the extent required by law, RBB will assist in shareholder communication in such matters. Holders of shares of each of the Funds will vote in the aggregate and not by class on all matters, except where otherwise required by law. Further, shareholders of all investment portfolios of RBB will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board of Directors determines that the matter to be voted upon affects only the interests of the shareholders of a particular investment portfolio. (See the Statement of Additional Information under "Additional Information Concerning Fund Shares" for examples when the 1940 Act requires voting by investment portfolio or by class.) Shareholders of RBB 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 RBB may elect all of the directors. As of May 7, 1996, to RBB's knowledge, no person held of record or beneficially 25% or more of the outstanding shares of all classes of RBB. OTHER INFORMATION REPORTS AND INQUIRIES Shareholders will receive unaudited semi-annual reports describing the Funds' investment operations and annual financial statements audited by independent accountants. Shareholder inquiries should be addressed to PFPC, Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free (800) 348-5031 (in Delaware call collect (302) 791-3486). HISTORICAL PRO-FORMA PERFORMANCE INFORMATION Presented below are the pro forma performance histories of certain managed accounts advised by John C. Bogle, Jr, the portfolio manager for each of the Funds, for various periods ended March 31, 1996, assuming total expenses of 1.00%. AVERAGE ANNUAL TOTAL RETURN
SINCE INCEPTION 3 YEAR (10/1/91) 1 YEAR ANNUALIZED ANNUALIZED RETURN RETURN RETURN ------ ---------- ---------- Growth Account..................................... 36.45% 21.97% 25.94% Russell 2500 Growth Index:......................... 31.73% 17.00% 14.79%
15 AVERAGE ANNUAL TOTAL RETURN
SINCE INCEPTION (7/1/94) 1 YEAR ANNUALIZED RETURN RETURN ------ ---------- Growth & Value Account........................................ 37.87% 30.24% S&P MidCap 400 Index.......................................... 28.50% 23.46%
The performance returns shown above are size-weighted and are reduced by an assumed fee of 1.00% per annum which is applied monthly. The composites include all accounts managed in the respective strategy, except for periods during which an account experienced abnormal cash flows which caused its performance to be unrepresentative of its investment strategy. The accounts described above have investment objectives, policies and strategies substantially similar to those to be employed in managing the Funds. The historical pro-forma performance information presented above for the managed accounts includes reinvestment of dividends received on the underlying securities. This information is deemed relevant with respect to each Fund because these accounts were managed using substantially the same investment objective, policies, restrictions and methodologies as those to be used by the relevant Fund. The periods shown are the entire periods during which these accounts were managed by Mr. Bogle in this manner. However, this performance information is not necessarily indicative of the future performance of each Fund. Because each Fund will be actively managed, its investments will vary from time to time and will not be identical to the past portfolio investments of the managed accounts. Each Fund's performance will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original costs. FUTURE PERFORMANCE INFORMATION From time to time, the Funds may advertise their performance, including comparisons to other mutual funds with similar investment objectives and to stock or other relevant indices. All such advertisements will show the average annual total return over one, five and ten year periods or, if such periods have not yet elapsed, shorter periods corresponding to the life of such Funds. Such total return quotations will be computed by finding the compounded average annual total return for each time period that would equate the assumed initial investment of $1,000 to the ending redeemable value, net of fees, according to a required standardized calculation. The standard calculation is required by the SEC to provide consistency and comparability in investment company advertising. The Funds may also from time to time include in such advertising an aggregate total return figure or a total return figure that is not calculated according to the standardized formula in order to compare more accurately a Fund's performance with other measures of investment return. For example, a Fund's total return may be compared with data published by Lipper Analytical Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company Service, or with the performance of the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average, as well as the benchmarks described in the Appendix to this Prospectus. Performance information may also include evaluation of the Funds by nationally recognized ranking services and information as reported in financial publications such as Barron's, Business Week, Forbes, Fortune, Money Magazine, Mutual Fund Magazine, The New York Times, The Wall Street Journal, or other national, regional or local publications. All advertisements containing performance data will include a legend disclosing that such performance data represents past performance and that the investment return and principal value of an investment will fluctuate so that an investor's Shares, when redeemed, may be worth more or less than their original cost. From time to time, the Funds may also advertise their "30-day yield." The yields of such Funds refer to the income generated by an investment in a Fund over the 30-day period identified in the advertisement, and is computed by dividing the net investment income per share earned by a Fund during the period by the maximum public offering price per share of the last day of the period. This income is "annualized" by assuming that the amount of income is generated each month over a one-year period and is compounded semi-annually. The annualized income is then shown as a percentage of the net asset value. The yield on Shares of any of the Funds will fluctuate and is not necessarily representative of future results. Shareholders should remember that yield is generally a function of portfolio quality and maturity, type of instrument, operating expenses and market conditions. Any fees charged by broker/dealers directly to their customers in connection with investments in a Fund are not reflected in the yields on a Fund's Shares, and such fees, if charged, will reduce the actual return received by shareholders on their investments. 16 APPENDIX A PERFORMANCE BENCHMARKS
NUMERIC PERFORMANCE FUND BENCHMARK DESCRIPTION - ------------------------------------------------------------------------------- Micro Cap Wilshire Small Wilshire Asset Management's indices are derived from Company Growth the largest 2500 securities by market Index capitalization, the Top 2500, of the Wilshire 5000 stock index. The Small Company Universe consists of stocks 751 through 2500 (the largest 750 stocks ranked by market capitalization are excluded). The Small Company Index is segmented into growth and value categories. Variables employed to identify growth stocks include high sales growth, high return on equity, and low dividend payout. - ------------------------------------------------------------------------------- Growth Russell 2500 The Russell 2500 is an index of stock 501 through Growth Index 3000 in the Russell 3000 Index, as ranked by total market capitalization. This index is segmented into growth and value categories. The Russell 2500 Growth Index contains stocks from the Russell 2500 with greater-than-average growth orientation. Companies in this index generally have higher price-to-book and price/earnings ratios. - ------------------------------------------------------------------------------- Growth S&P MidCap 400 A broad-based index of 400 companies with market & Value Index capitalizations from $50 million to $10 billion. The Standard & Poor's MidCap 400 Index is a widely accepted, unmanaged index of overall mid-cap stock market performance. - -------------------------------------------------------------------------------
App. A-1 NUMERIC INVESTORS family of mutual funds One Memorial Drive Cambridge, MA 02142 1-800-NUMERIC INVESTMENT ADVISER CUSTODIAN Numeric Investors L.P. Custodial Trust Company One Memorial Drive 101 Carnegie Center Cambridge, MA 02142 Princeton, NJ 05840-6231 CO-ADMINISTRATORS TRANSFER AGENT Bear Stearns Funds Management Inc. PFPC Inc. 245 Park Avenue, 15th floor Bellevue Corporate Center New York, NY 10167 400 Bellevue Parkway Wilmington, DE 19809 PFPC Inc. Bellevue Corporate Center INDEPENDENT ACCOUNTANTS 400 Bellevue Parkway Wilmington, DE 19809 Coopers & Lybrand, L.L.P. 2400 Eleven Penn Center DISTRIBUTOR Philadelphia, PA 19103 Counsellors Funds Service, Inc. 466 Lexington Avenue COUNSEL New York, NY 10017-3147 Ballard Spahr Andrews & Ingersoll 1735 Market Street Philadelphia, PA 19103-7599 NUMERIC MICRO CAP FUND NUMERIC GROWTH FUND NUMERIC GROWTH & VALUE FUND -------------- (INVESTMENT PORTFOLIOS OF THE RBB FUND, INC.) STATEMENT OF ADDITIONAL INFORMATION This Statement of Additional Information provides supplementary information pertaining to shares of the classes (the "Shares") representing interests in the Numeric Micro Cap Fund (the "Micro Cap Fund"), the Numeric Growth Fund (the "Growth Fund") and the Numeric GROWTH & VALUE Fund (the " GROWTH & VALUE Fund") (collectively, the "Funds") of The RBB Fund, Inc. ("RBB"). This Statement of Additional Information is not a prospectus, and should be read only in conjunction with the Numeric INVESTORS Family Prospectus dated May 20, 1996 (the "Prospectus"). A copy of the Prospectus may be obtained from Numeric by calling toll-free (800) NUMERIC [(800) 686-3742]. This Statement of Additional Information is dated May 20, 1996. CONTENTS
Prospectus Page Page ------- ---------- General........................................................... 2 1 Investment Objectives and Policies................................ 2 6 Directors and Officers............................................ 11 N/A Investment Advisory, Distribution and Servicing ARRANGEMENTS...... 13 12 Fund TRANSACTIONS................................................. 16 13 Purchase and Redemption INFORMATION............................... 17 14 Valuation of SHARES............................................... 18 19 Performance INFORMATION........................................... 18 22 TAXES............................................................. 21 19 Description of SHARES............................................. 24 20 Additional Information Concerning Fund Shares..................... 25 N/A MISCELLANEOUS..................................................... 26 N/A Financial Statements.............................................. N/A N/A Appendix A........................................................ A-1 N/A
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR. THE STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. GENERAL RBB is an open-end management investment company currently operating or proposing to operate seventeen separate investment portfolios. RBB is an open-end investment company registered under the Investment Company Act of 1940 (the "1940 Act") and was organized as a Maryland corporation on February 29, 1988. This Statement of Additional Information pertains to Shares representing interests in the Funds offered by the Prospectus dated May 20, 1996. Capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus. INVESTMENT OBJECTIVES AND POLICIES The following supplements the information contained in the Prospectus concerning the investment objectives and policies of the Funds. A description of ratings of certain instruments the Funds may purchase is set forth in the Appendix to this Statement of Additional Information. FUTURES CONTRACTS. When a Fund purchases a futures contract, it agrees to purchase a specified underlying instrument at a specified future date. When a Fund sells a futures contract, it agrees to sell the underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when a Fund enters into the contract. The underlying instrument may be a specified type of security, such as U.S. Treasury bonds or notes. The majority of futures contracts are closed out by entering into an offsetting purchase or sale transaction in the same contract on the exchange where they are traded, rather than being held for the life of the contract. Futures contracts are closed out at their current prices, which may result in a gain or loss. If a Fund holds a futures contract until the delivery date, it will be required to complete the purchase and sale contemplated by the contract. In the case of futures contracts on securities, the purchaser generally must deliver the agreed-upon purchase price in cash, and the seller must deliver securities that meet the specified characteristics of the contract. A Fund may purchase futures contracts as an alternative to purchasing actual securities. For example, if a Fund intended to purchase bonds but had not yet done so, it could purchase a futures contract in order to lock in current bond prices while deciding on particular investments. This strategy is sometimes known as an anticipatory hedge. Alternatively, a Fund could purchase a futures contract if it had cash and short-term securities on hand that it wished to invest in longer-term securities, but at the same time that Fund wished to maintain a highly liquid position in order to be prepared to meet redemption requests or other obligations. In these strategies a Fund would use futures contracts to attempt to achieve an overall return -- whether positive or negative -- similar to the return from longer-term securities, while taking advantage of potentially greater liquidity that futures contracts may offer. Although the Funds would hold cash and liquid debt securities in a segregated account with a value sufficient to cover their open futures obligations, the segregated assets would be available to the Funds immediately upon closing out the futures position, while settlement of securities transactions can take several days. However, because a Fund's cash that would otherwise have been invested in higher-yielding bonds would be held uninvested or invested in short- term securities so long as the futures position remains open, the Fund's return would involve a smaller amount of interest income and potentially a greater amount of capital gain or loss. 2 The Funds may sell futures contracts to hedge their other investments against changes in value, or as an alternative to sales of securities. For example, if the investment adviser anticipated a decline in bond prices, but did not wish to sell bonds owned by a Fund, it could sell a futures contract in order to lock in a current sale price. If prices subsequently fell, the future contract's value would be expected to rise and offset all or a portion of the loss in the bonds that the Fund had hedged. Of course, if prices subsequently rose, the futures contract's value could be expected to fall and offset all or a portion of the benefit of the Fund. In this type of strategy, a Fund's return will tend to involve a larger component of interest income, because the Fund will remain invested in longer-term securities rather than selling them and investing the proceeds in short-term securities which generally provide lower yields. FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is not required to deliver or pay for the underlying instrument unless the contract is held until the delivery date. However, both the purchaser and seller are required to deposit "initial margin" with a futures broker (known as a futures commission merchant, or FCM), when the contract is entered into. Initial margin deposits are equal to a percentage of the contract's value, as set by the exchange where the contract is traded, and may be maintained in cash or high quality liquid securities. If the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in value on a daily basis. The party that has a gain may be entitled to receive all or a portion of this amount. Initial and variation margin payments are similar to good faith deposits or performance bonds, unlike margin extended by a securities broker, and initial and variation margin payments do not constitute purchasing securities on margin for purposes of a Fund's investment limitations. In the event of the bankruptcy of an FCM that holds margin on behalf of a Fund, that Fund may be entitled to a return of margin owed to it only in proportion to the amount received by the FCM's other customers. The investment adviser will attempt to minimize this risk by careful monitoring of the creditworthiness of the FCMs with which a Fund does business. CORRELATION OF PRICE CHANGES. The prices of futures contracts depend primarily on the value of their underlying instruments. Because there are a limited number of types of futures contracts, it is likely that the standardized futures contracts available to a Fund will not match that Fund's current or anticipated investments. Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a Fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation between a Fund's investments and its futures positions may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in how futures and securities are traded, or from imposition of daily price fluctuation limits for futures contracts. The Funds may purchase or sell futures contracts with a greater or lesser value than the securities they wish to hedge or intend to purchase in order to attempt to compensate for differences in historical volatility between the futures contract and the securities, although this may not be successful in all cases. If price changes in a Fund's futures positions are poorly correlated with its other investments, its futures positions may fail to produce anticipated gains or result in losses that are not offset by the gains in the Fund's other investments. LIQUIDITY OF FUTURES CONTRACTS. Because futures contracts are generally settled within a day from the date they are closed out, compared with a settlement period of seven days for some types of securities, the futures markets can provide liquidity superior to the securities markets in many cases. Nevertheless, there is no assurance a liquid secondary market will exist for any particular futures contract at any particular time. In addition, futures exchanges may establish daily price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached, it may be impossible for a Fund to enter into new positions or close out existing positions. If the secondary market for a futures contract is not liquid because of price fluctuation limits or otherwise, it would prevent prompt liquidation of unfavorable futures positions, and 3 potentially could require a Fund to continue to hold a futures position until the delivery date regardless of changes in its value. As a result, a Fund's access to other assets held to cover its futures positions could also be impaired. PURCHASING PUT OPTIONS. By purchasing a put option, a Fund obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. The option may give a Fund the right to sell only on the option's expiration date, or may be exercisable at any time up to and including that date. In return for this right, a Fund pays the current market price for the option (known as the option premium). The option's underlying instrument may be a security, or a futures contract. A Fund may terminate its position in a put option it has purchased by allowing it to expire or by exercising the option. If the option is allowed to expire, the Fund will lose the entire premium it paid. If the Fund exercises the option, it completes the sale of the underlying instrument at the strike price. If a Fund exercises a put option on a futures contract, it assumes a seller's position in the underlying futures contract. Purchasing an option on a futures contract does not require a Fund to make futures margin payments unless it exercises the option. A Fund may also terminate a put option position by closing it out in the secondary market at its current price, if a liquid secondary market exists. Put options may be used by a Fund to hedge securities it owns, in a manner similar to selling futures contracts, by locking in a minimum price at which the Fund can sell. If security prices fall, the value of the put option would be expected to rise and offset all or a portion of the Fund's resulting losses. The put thus acts as a hedge against a fall in the price of such securities. However, all other things being equal (including securities prices) option premiums tend to decrease over time as the expiration date nears. Therefore, because of the cost of the option in the form of the premium (and transaction costs), a Fund would expect to suffer a loss in the put option if prices do not decline sufficiently to offset the deterioration in the value of the option premium. This potential loss represents the cost of the hedge against a fall in prices. At the same time, because the maximum a Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for a Fund to profit from an increase in the value of the securities hedged to the same extent as selling a futures contract. PURCHASING CALL OPTIONS. The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option's strike price (call options on futures contracts are settled by purchasing the underlying futures contract). By purchasing a call option, a Fund would attempt to participate in potential price increases of the underlying instrument, with results similar to those obtainable from purchasing a futures contract, but with risk limited to the cost of the option if security prices fell. At the same time, a Fund can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option. The Funds will purchase call options only in connection with "closing purchase transactions." A Fund may terminate its position in a call option by entering into a closing purchase transaction. A closing purchase transaction is the purchase of a call option on the same security with the same exercise price and call period as the option previously written by a Fund. If a Fund is unable to enter into a closing purchase transaction, the Fund may be required to hold a security that it might otherwise have sold to protect against depreciation. WRITING PUT OPTIONS. When a Fund writes a put option, it takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium, a Fund assumes the obligation to pay the strike price for the option's underlying instrument if the other party to the option chooses to exercise it. When writing an option on a futures contract a Fund will be required to make margin payments to an FCM as described above for futures contracts. A Fund may seek to terminate its position in a put option it writes before 4 exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for an option a Fund has written, however, the Fund must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes, and must continue to set aside assets to cover its position. A Fund may write put options as an alternative to purchasing actual securities. If security prices rise, the Fund would expect to profit from a written put option, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the Fund will also profit, because it should be able to close out the option at a lower price. If security prices fall, the Fund would expect to suffer a loss. This loss should be less than the loss the Fund would have experienced from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline. As with other futures and options strategies used as alternatives for purchasing securities, a Fund's return from writing put options generally will involve a smaller amount of interest income than purchasing longer-term securities directly, because a Fund's cash will be invested in shorter-term securities which usually offer lower yields. WRITING CALL OPTIONS. Writing a call option obligates a Fund to sell or deliver the option's underlying instrument, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, as described above, except that writing covered call options generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a Fund would seek to mitigate the effects of a price decline. At the same time, because a Fund would have to be prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, the Fund would give up some ability to participate in security price increases when writing call options. COMBINED OPTION POSITIONS. A Fund may purchase and write options in combination with each other to adjust the risk and return characteristics of the overall position. For example, a Fund may purchase a put option and write a call option on the same underlying instrument, in order to construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out. RISKS OF OPTIONS TRANSACTIONS. Options are subject to risks similar to those described above with respect to futures contracts, including the risk of imperfect correlation between the option and a Fund's other investments and the risk that there might not be a liquid secondary market for the option. In the case of options on futures contracts, there is also a risk of imperfect correlation between the option and the underlying futures contract. Options are also subject to the risks of an illiquid secondary market, particularly in strategies involving writing options, which a Fund cannot terminate by exercise. In general, options whose strike prices are close to their underlying instruments' current value will have the highest trading volume, while options whose strike prices are further away may be less liquid. The liquidity of options may also be affected if options exchanges impose trading halts, particularly when markets are volatile. ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. A Fund will not use leverage in its options and futures strategies. A Fund will hold securities or other options or futures positions whose values are expected to offset its obligations under the hedge strategies. A Fund will not enter into an option or futures position that exposes the Fund to an obligation to another party unless it owns either (i) an offsetting position in securities or other options or futures contracts or (ii) cash, receivables and short-term debt securities with a value sufficient to cover its potential obligations. A Fund will comply with guidelines established by the SEC 5 with respect to coverage of options and futures strategies by mutual funds, and if the guidelines so require will set aside cash and high grade liquid debt securities in a segregated account with its custodian bank in the amount prescribed. Securities held in a segregated account cannot be sold while the futures or option strategy is outstanding, unless they are replaced with similar securities. As a result, there is a possibility that segregation of a large percentage of a Fund's assets could impede portfolio management or the Fund's ability to meet redemption requests or other current obligations. LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. RBB, on behalf of the Funds, has filed a notice of eligibility for exclusion from the definition of the term "commodity pool operator" with the Commodity Futures Trading Commission ("CFTC") and the National Futures Association, which regulate trading in the futures markets. Pursuant to Section 4.5 of the regulations under the Commodity Exchange Act, the Funds will not enter into any commodity futures contract or option on a commodity futures contract for non-hedging purposes if, as a result, the sum of initial margin deposits on commodity futures contracts and related commodity options and premiums paid for options on commodity futures contracts the Funds have purchased would exceed 5% of a Fund's NET assets after taking into account unrealized profits and losses on such contracts. The Funds' limitations on investments in futures contracts and their policies regarding futures contracts and the limitations on investments in options and its policies regarding options discussed above in this Statement of Additional Information, are not fundamental policies and may be changed as regulatory agencies permit. The Funds will not modify the above limitations to increase its permissible futures and options activities without supplying additional information in a current Prospectus or Statement of Additional Information that has been distributed or made available to the Funds' shareholders. SHORT SALES "AGAINST THE BOX." In a short sale, a Fund sells a borrowed security and has a corresponding obligation to the lender to return the identical security. A Fund may engage in short sales if at the time of the short sale it owns or has the right to obtain, at no additional cost, an equal amount of the security being sold short. This investment technique is known as a short sale "against the box." In a short sale, a seller does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs. If a Fund engages in a short sale, the collateral for the short position will be maintained by the Fund's custodian or a qualified sub-custodian. While the short sale is open, the Fund will maintain in a segregated account an amount of securities equal in kind and amount to the securities sold short or securities convertible into or exchangeable for such equivalent securities. These securities constitute a Fund's long position. The Funds will not engage in short sales against the box for speculative purposes. A Fund may, however, make a short sale as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund (or a security convertible or exchangeable for such security), or when the Fund wants to sell the security at an attractive current price, but also wishes to defer recognition of gain or loss for federal income tax purposes and for purposes of satisfying certain tests applicable to regulated investment companies under the Internal Revenue Code. In such case, any future losses in a Fund's long position should be reduced by a gain in the short position. Conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount a Fund owns. There will be certain additional transaction costs associated with short sales against the box, but the Funds will endeavor to offset these costs with the income from the investment of the cash proceeds of short sales. SECTION 4(2) PAPER. "Section 4(2) paper" is commercial paper which is issued in reliance on the "private placement" exemption from registration which is afforded by Section 4(2) of the Securities Act of 1933. Section 4(2) paper is restricted as to disposition under the Federal securities laws and is generally sold to institutional investors such as the Funds which agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. Section 4(2) 6 paper normally is resold to other institutional investors through or with the assistance of investment dealers who make a market in the Section 4(2) paper, thereby providing liquidity. See "Illiquid Securities" below. RIGHTS OFFERINGS AND PURCHASE WARRANTS. Rights offerings and purchase warrants are privileges issued by a corporation which enable the owner to subscribe to and purchase a specified number of shares of the corporation at a specified price during a specified period of time. Subscription rights normally have a short lifespan to expiration. The purchase of rights or warrants involves the risk that a Fund could lose the purchase value of a right or warrant if the right to subscribe to additional shares is not executed prior to the rights and warrants expiration. Also, the purchase of rights and/or warrants involves the risk that the effective price paid for the right and/or warrant added to the subscription price of the related security may exceed the value of the subscribed security's market price such as when there is no movement in the level of the underlying security. THE INVESTMENT IN WARRANTS, VALUED AT THE LOWER OF COST OR MARKET, MAY NOT EXCEED 5.0% OF THE VALUE OF A FUND'S NET ASSETS. INCLUDED WITHIN THAT AMOUNT, BUT NOT TO EXCEED 2.0% OF THE VALUE OF A FUND'S NET ASSETS, MAY BE WARRANTS WHICH ARE NOT LISTED ON THE NEW YORK OR AMERICAN STOCK EXCHANGE. WARRANTS ACQUIRED BY A FUND IN UNITS OR ATTACHED TO SECURITIES MAY BE DEEMED TO BE WITHOUT VALUE. ILLIQUID SECURITIES. A Fund may not invest more than 15% of its net assets in illiquid securities, including repurchase agreements which have a maturity of longer than seven days and securities that are illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale. Securities that have legal or contractual restrictions on resale but have a readily available market are not considered illiquid for purposes of this limitation. The Funds' investment adviser will monitor the liquidity of such restricted securities under the supervision of the Board of Directors. Repurchase agreements subject to demand are deemed to have a maturity equal to the notice period. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days. Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. The Board has adopted a policy that the Funds will not purchase private placements (i.e. restricted securities other than Rule 144A Securities). Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities. In recent years, however, a large institutional market has developed for certain securities that are not registered under the Securities Act including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer's ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments. The SEC adopted Rule 144A which allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a "safe harbor" from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers. The investment adviser anticipates that the market for certain restricted securities such as institutional commercial paper will expand further as a result of this relatively new regulation and the development of 7 automated systems for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers, such as the PORTAL System sponsored by the NASD. The Adviser will monitor the liquidity of restricted securities in the Funds under the supervision of the Board of Directors. In reaching liquidity decisions, the Adviser may consider, inter alia, the following factors: (1) the unregistered nature of the security; (2) the frequency of trades and quotes for the security; (3) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (4) dealer undertakings to make a market in the security and (5) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer). DEPOSITARY RECEIPTS. The Funds' assets may be invested in the securities of foreign issues in the form of American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") or Global Depositary Receipts ("GDRs"). These securities may not necessarily be denominated in the same currency as the securities into which they may be converted. ADRs and EDRs are receipts typically issued by a United States or European bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. GDRs are depositary receipts structured like global debt issues to facilitate international trading. The Funds may invest in ADRs. EDRs and GDRs through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participating by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities. INVESTMENT COMPANY SECURITIES. The Funds may invest in securities issued by other investment companies. Under the 1940 Act, the Funds' investments in such securities currently are limited to, subject to certain exceptions, (i) 3% of the total voting stock of any one investment company, (ii) 5% of a Fund's net assets with respect to any one investment company and (iii) 10% of a Fund's net assets in the aggregate. Investments in the securities of other investment companies will involve duplication of advisory fees and certain other expenses. The Funds presently intend to invest in other investment companies only as investment vehicles for short-term cash. THE FUNDS WILL ONLY INVEST IN SECURITIES OF OTHER INVESTMENT COMPANIES WHICH ARE PURCHASED ON THE OPEN MARKET WITH NO COMMISSION OR PROFIT TO A SPONSOR OR DEALER, OTHER THAN THE CUSTOMARY BROKERS COMMISSION, OR WHEN THE PURCHASE IS PART OF A PLAN OF MERGER, CONSOLIDATION, REORGANIZATION OR ACQUISITION. CONVERTIBLE SECURITIES. The Funds may invest in convertible securities, such as convertible debentures, bonds and preferred stock, primarily for their equity characteristics. Convertible securities may be converted into common stock at a specified share price or ratio. Because the price of the common stock may fluctuate above or below the specified price or ratio, a Fund may have the opportunity to purchase the common stock at below market price. On the other hand, fluctuations in the price of the common stock could render the right of conversion worthless. REPURCHASE AGREEMENTS. The repurchase price under repurchase agreements generally equals the price paid by the Fund involved plus interest negotiated on the basis of current short-term rates (which may be more or less than the rate on the securities underlying the repurchase agreement). Securities subject to repurchase agreements will be held by RBB's custodian in the Federal Reserve/Treasury book-entry system or by another authorized securities depository. Repurchase agreements are considered to be loans by the Fund involved under the 1940 Act. 8 REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements involve the sale of securities held by a Fund pursuant to the Fund's agreement to repurchase the securities at an agreed upon price, date and rate of interest. Such agreements are considered to be borrowings under the Investment Company Act of 1940, as amended (the "1940 Act"), and may be entered into only for temporary or emergency purposes. While reverse repurchase transactions are outstanding, a Fund will maintain in a segregated account with its custodian or a qualified sub-custodian, cash, U.S. Government securities or other liquid, high-grade debt securities of an amount at least equal to the market value of the securities, plus accrued interest, subject to the agreement and will monitor the account to ensure that such value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Fund may decline below the price of the securities the Fund is obligated to Repurchase. U.S. GOVERNMENT OBLIGATIONS. Examples of types of U.S. Government obligations include U.S. Treasury Bills, Treasury Notes and Treasury Bonds and the obligations of Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Federal National Mortgage Association, Government National Mortgage Association, General Services Administration, Student Loan Marketing Association, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, AND THE Maritime Administration. WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. Each Fund may purchase securities on a "when-issued" basis and may purchase or sell securities on a "forward commitment" basis. These transactions involve a commitment by a Fund to purchase or sell particular securities with payment and delivery taking place at a future date (perhaps one or two months later), and permit a Fund to lock-in a price or yield on a security it owns or intends to purchase, regardless of future changes in interest rates. When-issued and forward commitment transactions involve the risk, however, that the price or yield obtained in a transaction may be less favorable that the price or yield available in the market when the securities delivery takes place. A Fund's when-issued purchases and forward commitments are not expected to exceed 25% of the value of its total assets absent unusual market conditions. Each Fund does not intend to engage in when-issued purchases and forward commitments for speculative purposes but only in furtherance of their investment objectives. INVESTMENT LIMITATIONS The Funds have adopted the following fundamental investment limitations which may not be changed without the affirmative vote of the holders of a majority of the Funds' outstanding shares (as defined in Section 2(a)(42) of the Investment Company Act). The Funds may not: 1. Purchase securities of any one issuer, other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, if immediately after and as a result of such purchase more than 5% of a Fund's total assets would be invested in the securities of such issuer, or more than 10% of the outstanding voting securities of such issuer would be owned by a Fund, except that up to 25% of the value of a Fund's assets may be invested without regard to such limitation. 2. Borrow money, except to the extent permitted under the 1940 Act or mortgage, pledge or hypothecate any of their respective assets in connection with any such borrowing except in amounts not in excess of 125% of the dollar amounts borrowed. The 1940 Act permits an investment company to borrow in an amount up to 33% of the value of such company's total assets. For purposes of this Investment Restriction, the entry into options, forward contracts, futures contracts, including those relating to indexes, and options on futures contracts or indexes shall not constitute borrowing. 9 3. Purchase any securities which would cause, at the time of purchase, 25% or more of the value of the total assets of a Fund to be invested in the obligations of issuers in any industry, provided that there is no limitation with respect to investments in U.S. Government obligations. 4. Make loans, except that a Fund may purchase or hold debt obligations in accordance with its investment objective, policies and limitations, may enter into repurchase agreements for securities, and may lend portfolio securities against collateral consisting of cash or securities which are consistent with the Fund's permitted investments, which is equal at all times to at least 100% of the value of the securities loaned. There is no investment restriction on the amount of securities that may be loaned, except that payments received on such loans, including amounts received during the loan on account of interest on the securities loaned, may not (together with all non- qualifying income) exceed 10% of a Fund's annual gross income (without offset for realized capital gains) unless, in the opinion of counsel to RBB, such amounts are qualifying income under Federal income tax provisions applicable to regulated investment companies. 5. Purchase securities on margin, except for short-term credit necessary for clearance of portfolio transactions, and except that the Fund may establish margin accounts in connection with its use of options, forward contracts, futures contracts, including those relating to indexes, and options on futures contracts or indexes. 6. Underwrite securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, a Fund may be deemed an underwriter under Federal securities laws. 7. Purchase or sell real estate or real estate limited partnership interests, provided that a Fund may invest in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein or in real estate investment trusts. 8. Purchase or sell commodities or commodity contracts, except that a Fund may purchase and sell options, forward contracts, futures contracts, including those relating to indexes, and options on futures contracts or indexes. 9. Invest in oil, gas or mineral-related exploration or development programs or leases. 10. Purchase any securities issued by any other investment company, except to the extent permitted by the 1940 Act and except in connection with the merger, consolidation or acquisition of all the securities or assets of such an issuer. 11. Make investments for the purpose of exercising control or management, but each Fund will vote those securities it owns in its portfolio as a shareholder in accordance with its views. 12. Issue any senior security, as defined in section 18(f) of the 1940 Act, except to the extent permitted by the 1940 Act. 13. Pledge, mortgage or hypothecate its assets, except to the extent necessary to secure permitted borrowings as described in Limitation 1 above and to the extent related to the purchase of securities on a when-issued or forward commitment basis and the deposit of assets in escrow in connection with writing covered put and call options and collateral and initial or variation margin arrangements with respect to options, forward contracts, futures contracts, including those relating to indexes, and options on futures contracts or indexes. If a percentage restriction is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction (except that, with 10 respect to borrowings, if asset coverage falls below 300%, a Fund will reduce its borrowings to restore asset coverage to 300% within three business days, in accordance with the requirements of the 1940 Act). The Funds may make commitments more restrictive than the restrictions listed above so as to permit the sale of Fund Shares in certain states. Should the Funds determine that a commitment is no longer in the best interest of the Funds and their shareholders, the Funds reserve the right to revoke the commitment by terminating the sale of Fund Shares in the state involved. THE FOLLOWING INVESTMENT LIMITATIONS ARE INCLUDED IN RESPONSE TO VARIOUS STATE BLUE SKY REGULATIONS. THESE LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED BY RBB'S BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL. 1. THE FUNDS WILL NOT PURCHASE OR RETAIN THE SECURITIES OF ANY ISSUER IF NUMERIC OR THE OFFICERS OR DIRECTORS OF RBB WHO BENEFICIALLY OWN MORE THAN ONE-HALF OF ONE PER CENT OF THE SECURITIES OF SUCH ISSUER TOGETHER OWN BENEFICIALLY MORE THAN FIVE PER CENT OF THE SECURITIES OF THAT ISSUER. DIRECTORS AND OFFICERS The directors and executive officers of RBB, their business addresses, ages and principal occupations during the past five years are:
Principal Occupation Name and Address Position with RBB During Past Five Years - ---------------- ----------------- ---------------------- Arnold M. Reichman* Director Since 1984, Managing Director and 466 Lexington Avenue Assistant Secretary, E. M. Warburg, New York, NY 10017 Pincus & Co., Inc.; Since 1984 Age: 47 Managing Director, Warburg Pincus Counsellors, Inc.; Since 1985, Vice President and Secretary, Counsellors Securities Inc; Officer of various investment companies advised by Warburg, Pincus Counsellors, Inc. Robert Sablowsky** Director Since 1985, Executive Vice President 14 Wall Street of Gruntal & Co., Inc., Director, New York, NY 10005 Gruntal & Co., Inc. and Gruntal Financial Age: 57 Corp. Francis J. McKay Director Since 1963, Executive Vice President, 7701 Burholme Avenue Fox Chase Cancer Center (Biomedical Philadelphia, PA 19111 research and medical care.) Age: 60
11
Principal Occupation Name and Address Position with RBB During Past Five Years - ---------------- ----------------- ---------------------- Marvin E. Sternberg Director Since 1974, Chairman, Director and 937 Mt. Pleasant Road President, Moyco Industries, Inc. Bryn Mawr, PA 19010 (manufacturer of dental supplies and Age: 61 precision coated abrasives); Since 1968, Director and President, Mart MMM, Inc. (formerly Montgomeryville Merchandise Mart Inc.) and Mart PMM, Inc. (formerly Pennsauken Merchandise Mart, Inc.) (Shopping Centers); and Since 1975, Director and Executive Vice President, Cellucap Mfg. Co., Inc. (manufacturer of disposable headwear). Julian A. Brodsky Director Director, and Vice Chairman, Comcast 1234 Market Street Corporation; Director, Comcast 16th Floor Cablevision of Philadelphia (cable Philadelphia, PA 19107-3723 television and communications) and Nextel Age: 62 (wireless communications). Donald van Roden Director Self-employed businessman. 1200 Old Mill Lane From February 1980 to March 1987, Wyomissing, PA 19610 Vice Chairman, SmithKline Beckman Age: 71 Corporation (pharmaceuticals); Director, AAA Mid-Atlantic (auto service); Director, Keystone Insurance Co. Edward J. Roach President and Certified Public Accountant; Bellevue Park Treasurer Vice Chairman of the Board, Fox Chase Corporate Center Cancer Center; Vice President and 400 Bellevue Parkway Trustee, Pennsylvania School for the Wilmington, DE 19809 Deaf; Trustee, Immaculata College; Age: 71 Vice President and Treasurer of various investment companies advised by PNC Institutional Management Corporation. Morgan R. Jones Secretary Chairman of the law firm of Drinker 1100 PNB Bank Building Biddle & Reath, Philadelphia, Broad and Chestnut Streets Pennsylvania; Director, Rocking Horse Philadelphia, PA 19107 Child Care Centers of America, Inc. Age: 56
- --------------- * Mr. Reichman is an "interested person" of RBB as that term is defined in the 1940 Act by virtue of his position with Counsellors Securities Inc., RBB's distributor. ** Mr. Sablowsky is an "interested person" of RBB as that term is defined in the 1940 Act by virtue of his position with Gruntal & Co., Inc., a broker- dealer which sells RBB's shares. 12 Messrs. McKay, Sternberg and Brodsky are members of the Audit Committee of the Board of Directors. The Audit Committee, among other things, reviews results of the annual audit and recommends to RBB the firm to be selected as independent auditors. Messrs. Reichman, McKay and van Roden are members of the Executive Committee of the Board of Directors. The Executive Committee may generally carry on and manage the business of RBB when the Board of Directors is not in session. Messrs. McKay, Sternberg, Brodsky and van Roden are members of the Nominating Committee of the Board of Directors. The Nominating Committee recommends to the Board annually all persons to be nominated as directors of RBB. RBB pays directors who are not "affiliated persons" (as that term is defined in the 1940 Act) of RBB $9,500 annually and $700 per meeting of the Board or any committee thereof that is not held in conjunction with a Board meeting. Directors who are not affiliated persons of RBB are reimbursed for any expenses incurred in attending meetings of the Board of Directors or any committee thereof. The Chairman (currently Donald van Roden) receives an additional $5,000 for his services. For the year ended August 31, 1995, each of the following members of the Board of Directors received compensation from the Fund in the following amounts: Julian A. Brodsky in the aggregate amount of $9,425; Francis J. McKay in the aggregate amount of $12,025; Marvin E. Sternberg in the aggregate amount of $12,675; Donald van Roden in the aggregate amount of $14,675. On October 24, 1990, RBB adopted, as a participating employer, RBB Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement plan for employees (currently Edward J. Roach) pursuant to which RBB will contribute on a monthly basis amounts equal to 10% of the monthly compensation of each eligible employee. By virtue of the services performed by RBB's investment advisers, administrators and the Distributor, RBB itself requires only one part-time employee. No officer, partner or employee of Numeric currently receives any compensation from RBB. INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS ADVISORY AGREEMENTS Numeric renders advisory services to the Funds pursuant to Investment Advisory Contracts. The Advisory Contracts relating to each of the Funds are dated April 24, 1996. Under the Advisory Contracts, Numeric is entitled to receive a fee from each Fund calculated at an annual rate of 0.75% of a Fund's average daily net assets. For the fiscal year ended August 31, 1996 AND FOR THE FOLLOWING FISCAL YEAR, Numeric intends to waive its fees to the extent necessary to maintain an annualized expense ratio for each Fund of 1.00%. There can be no assurance that Numeric will continue such waivers indefinitely. As required by various state regulations, Numeric will reimburse RBB or the Funds affected (as applicable) if and to the extent that the aggregate operating expenses of RBB or the Funds affected exceed applicable state limits for the fiscal year, to the extent required by such state regulations. Currently, the most restrictive of such applicable limits is believed to be 2-1/2% of the first $30 million of average annual net assets, 2% of the next $70 million of average annual net assets and 1-1/2% of the remaining average annual net assets. Certain expenses, such as brokerage commissions, taxes, interest and extraordinary items, are excluded from this limitation. Whether such expense limitations apply to RBB as a whole or to the Funds on an individual basis depends upon the particular regulations of such states. The Funds bear all of their own expenses not specifically assumed by Numeric. General expenses of RBB not readily identifiable as belonging to a portfolio of RBB are allocated among all investment 13 portfolios by or under the direction of RBB's Board of Directors in such manner as the Board determines to be fair and equitable. Expenses borne by a Fund include, but are not limited to, the following (or a Fund's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by a Fund and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of a Fund by Numeric; (c) expenses of organizing RBB that are not attributable to a class of RBB; (d) certain of the filing fees and expenses relating to the registration and qualification of RBB and a Fund's shares under Federal and/or state securities laws and maintaining such registrations and qualifications; (e) fees and salaries payable to RBB's directors and officers; (f) taxes (including any income or franchise taxes) and governmental fees; (g) costs of any liability and other insurance or fidelity bonds; (h) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against RBB or a Fund for violation of any law; (i) legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; (j) charges of custodians and other agents; (k) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (l) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy material that are not attributable to a class; (m) any extraordinary expenses; (n) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (o) costs of mailing and tabulating proxies and costs of shareholders' and directors' meetings; (p) costs of PFPC's use of independent pricing services to value a portfolio's securities; and (q) the cost of investment company literature and other publications provided by RBB 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 RBB, are allocated to such class. Under the Advisory Contracts, Numeric will not be liable for any error of judgment or mistake of law or for any loss suffered by RBB or the Funds in connection with the performance of an Advisory Contract, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Numeric in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The Advisory Contracts were approved on April 24, 1996 by vote of RBB's Board of Directors, including a majority of those directors who are not parties to the Advisory Contracts or interested persons (as defined in the 1940 Act) of such parties. The Advisory Contracts are terminable by vote of RBB's Board of Directors or by the holders of a majority of the outstanding voting securities of the Funds, at any time without penalty, on 60 days' written notice to Numeric. The Advisory Contracts became effective on May 20, 1996 and were approved by written consent of the sole shareholder of each of the Funds on May 15, 1996. The Advisory Contracts terminate automatically in the event of assignment thereof. THE ADVISORY CONTRACTS PROVIDE THAT NUMERIC SHALL AT ALL TIMES HAVE ALL RIGHTS IN AND TO EACH FUND'S NAME AND ALL INVESTMENT MODELS USED BY OR ON BEHALF OF THE FUNDS. NUMERIC MAY USE EACH FUND'S NAME OR ANY PORTION THEREOF IN CONNECTION WITH ANY OTHER MUTUAL FUND OR BUSINESS ACTIVITY WITHOUT THE CONSENT OF ANY SHAREHOLDER, AND RBB HAS AGREED TO EXECUTE AND DELIVER ANY AND ALL DOCUMENTS REQUIRED TO INDICATE ITS CONSENT TO SUCH USE. THE ADVISORY CONTRACTS FURTHER PROVIDE THAT NO PUBLIC REFERENCE TO, OR DESCRIPTION OF, NUMERIC OR ITS METHODOLOGY OR WORK SHALL BE MADE BY RBB, WHETHER IN THE PROSPECTUS, STATEMENT OF ADDITIONAL INFORMATION OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF NUMERIC, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. IN EACH CASE, RBB HAS AGREED TO PROVIDE NUMERIC A REASONABLE OPPORTUNITY TO REVIEW ANY SUCH REFERENCE OR DESCRIPTION BEFORE BEING ASKED FOR SUCH CONSENT. 14 CUSTODIAN AGREEMENTS Custodian Trust Company ("CTC") is custodian of the Funds' assets pursuant to custodian agreements dated AS OF APRIL 24, 1996, (the "Custodian Agreements"). Under the Custodian Agreements, CTC (a) maintains a separate account or accounts in the name of each of the Funds, (b) holds and transfers portfolio securities on account of each of the Funds, (c) accepts receipts and makes disbursements of money on behalf of each of the Funds, (d) collects and receives all income and other payments and distributions on account of each of the Funds' portfolio securities and (e) makes periodic reports to the RBB's Board of Directors concerning the Funds' operations. CTC is authorized to select one or more banks or trust companies to serve as sub-custodian on behalf of the Funds, provided that CTC remains responsible for the performance of all its duties under the Custodian Agreements and holds RBB harmless from the acts and omissions of any sub-custodian. For its services to the Funds under the Custodian Agreements, CTC receives a fee calculated as .015% of each Fund's average daily gross assets, with a minimum monthly fee of $417 per Fund, exclusive of transaction charges and out-of-pocket expenses, which are also charged to the Funds. TRANSFER AGENCY AGREEMENTS PFPC, Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer and dividend disbursing agent for the Funds pursuant to a Transfer Agency Agreement dated August 16, 1988 as suppplemented (collectively, the "Transfer Agency Agreement"). Under the Transfer Agency Agreement, PFPC (a) issues and redeems Shares of the Classes, (b) addresses and mails all communications by the Funds to record owners of shares of the Classes, 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 RBB's Board of Directors concerning the operations of the Classes. For its services to the Fund under the Transfer Agency Agreement, PFPC receives a fee at the annual rate of $12 per account for the Funds, exclusive of out-of-pocket expenses, and also receives reimbursement of its out-of-pocket expenses. CO-ADMINISTRATION AGREEMENTS Bear Stearns Funds Management Inc. ("BSFM") serves as co-administrator to the Funds pursuant to Co-Administration Agreements dated AS OF APRIL 24, 1996 for each of the Funds (the "BSFM Co-Administration Agreements"). BSFM has agreed to assist each of the Funds in all significant aspects of their administration and operations. The BSFM Co-Administration Agreements provide that BSFM shall not be liable for any error of judgment or mistake of law or any loss suffered by RBB or the Funds in connection with the performance of the agreement, except a loss resulting from willful misfeasance, bad faith or negligence, or reckless disregard of its duties and obligations thereunder. In consideration for providing services pursuant to the BSFM Co-Administration Agreements, BSFM receives a fee with respect to each of the Funds calculated at an annual rate of .05% of each Fund's average daily net assets. PFPC also serves as co-administrator to Funds pursuant to Co- Administration Agreements dated AS OF APRIL 24, 1996 (the "PFPC Co- Administration Agreements"). PFPC has agreed to calculate the Funds' net asset values, provide all accounting services for the Funds, and assist in related aspects of the Funds' operations. The PFPC Co-Administration Agreements provide that PFPC shall not be liable for any error of judgment or mistake of law or any loss suffered by RBB or the Funds in connection with the performance of the agreement, except a loss resulting from willful misfeasance, bad faith or negligence, or reckless disregard of its duties and obligations thereunder. In consideration for providing services pursuant to the PFPC Co-Administration Agreements, PFPC receives a fee with respect to each of the Funds calculated at an annual rate of .115% of each Fund's average daily net assets, exclusive of out-of-pocket expenses and pricing charges. 15 ADMINISTRATIVE SERVICES AGENT Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly- owned subsidiary of Counsellors Securities Inc. ("Counsellors" or the "Distributor"), provides certain administrative services to each of the Portfolios that are not provided by BSFM or PFPC, subject to the supervision and direction of the Board of Directors of RBB. These services include furnishing certain internal quasi-legal, executive and administrative services, acting as liaison between the Funds and the Funds' various service providers, furnishing corporate secretarial services, which include assisting in the preparation of materials for meetings of RBB's Board of Directors, coordinating the preparation of proxy statements and annual, semi-annual and quarterly reports and generally assisting in monitoring and developing compliance procedures for the Funds. As compensation for such administrative services, RBB will pay to Counsellors Service each month a fee for the previous month calculated at the annual rate of .15% of each Fund's average daily net assets. DISTRIBUTOR Counsellors serves as distributor of the Shares. Counsellors is a wholly-owned subsidiary of Warburg, Pincus Counsellors, Inc. ("WPC") and is located at 466 Lexington Avenue, New York 10017-3147. WPC is a wholly-owned subsidiary of Warburg, Pincus Counsellors, G.P. No compensation is payable by RBB to Counsellors for distribution services with respect to the Funds. FUND TRANSACTIONS Subject to policies established by the Board of Directors, Numeric is responsible for the execution of portfolio transactions and the allocation of brokerage transactions for the Funds. In executing portfolio transactions, Numeric seeks to obtain the best net results for the Funds, 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 Numeric generally seeks reasonably competitive commission rates, payment of the lowest commission or spread is not necessarily consistent with obtaining the best results in particular transactions. No Fund has any obligation to deal with any broker or group of brokers in the execution of portfolio transactions. Numeric may, consistent with the interests of the Funds 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 Funds and other clients of Numeric. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by Numeric 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 Numeric, as applicable, determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of Numeric, as applicable, to a Fund and its other clients and that the total commissions paid by a Fund will be reasonable in relation to the benefits to a Fund over the long-term. Corporate debt and U.S. Government securities and many micro- and small-cap stocks are generally traded on the over-the-counter market on a "net" basis without a stated commission, through dealers acting for their own account and not as brokers. The Funds will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or execution could be obtained by using a broker. Prices paid to a dealer in debt, micro- or small-cap securities will generally include a "spread," which is the difference between the prices at which the dealer is willing to purchase and sell the specific security at the time, and includes the dealer's normal profit. 16 Numeric may seek to obtain an undertaking from issuers of commercial paper or dealers selling commercial paper to consider the repurchase of such securities from the Funds prior to their maturity at their original cost plus interest (sometimes adjusted to reflect the actual maturity of the securities), if it believes that the Funds' anticipated need for liquidity makes such action desirable. Any such repurchase prior to maturity reduces the possibility that the Funds would incur a capital loss in liquidating commercial paper (for which there is no established market), especially if interest rates have risen since acquisition of the particular commercial paper. Investment decisions for the Funds and for other investment accounts managed by Numeric are made independently of each other in the light of differing conditions. However, the same investment decision may occasionally be made for two or more of such accounts. In such cases, simultaneous transactions are inevitable. Purchases or sales are then averaged as to price and allocated as to amount according to a formula deemed equitable to each such account. While in some cases this practice could have a detrimental effect upon the price or value of the security as far as a Fund is concerned, in other cases it is believed to be beneficial to the Funds. The Funds will not purchase securities during the existence of any underwriting or selling group relating to such security of which Numeric or any affiliated person (as defined in the 1940 Act) thereof is a member except pursuant to procedures adopted by RBB's Board of Directors pursuant to Rule 10f-3 under the 1940 Act. Among other things, these procedures, which will be reviewed by RBB's Directors as deemed necessary from time to time, require that the commission paid in connection with such a purchase be reasonable and fair, that the purchase be at not more than the public offering price prior to the end of the first business day after the date of the public offer, and that Numeric not participate in or benefit from the sale to a Fund. In no instance will portfolio securities be purchased from or sold to Counsellors Securities, PNC Bank or Numeric or any affiliated person of the foregoing entities except as permitted by SEC exemptive order or by applicable law. A high rate of portfolio turnover involves correspondingly greater brokerage commission expenses and other transaction costs, which must be borne directly by a Fund. Federal income tax laws may restrict the extent to which a Fund may engage in short term trading of securities. See "Taxes." The Funds anticipate that their annual portfolio turnover rates will vary from year to year, but will generally range between 150% and 300%. The portfolio turnover rate is calculated by dividing the lesser of a Fund's annual sales or purchases of portfolio securities (exclusive of purchases or sales of securities whose maturities at the time of acquisition were one year or less) by the monthly average value of the securities in the portfolio during the year. PURCHASE AND REDEMPTION INFORMATION The Funds reserve the right, if conditions exist which make cash payments undesirable, to honor any request for redemption or repurchase of a Fund's shares by making payment in whole or in part in securities chosen by RBB and valued in the same way as they would be valued for purposes of computing a Fund's net asset value. If payment is made in securities, a shareholder may incur transaction costs in converting these securities into cash. RBB has elected, however, to be governed by Rule 18f-1 under the 1940 Act so that a Fund is obligated to redeem its shares solely in cash up to the lesser of $250,000 or 1% of its net asset value during any 90-day period for any one shareholder of a Fund. Under the 1940 Act, a Fund may suspend the right to redemption or postpone the date of payment upon redemption for any period during which the New York Stock Exchange (the "NYSE") is closed (other than customary weekend and holiday closings), or during which trading on the NYSE is restricted, or during which (as determined by the SEC by rule or regulation) an emergency exists as a result of which 17 disposal or valuation of portfolio securities is not reasonably practicable, or for such other periods as the SEC may permit. (A Fund may also suspend or postpone the recordation of the transfer of its shares upon the occurrence of any of the foregoing conditions.) VALUATION OF SHARES The net asset value per share of each Fund is calculated as of 4:00 p.m. Eastern Time on each Business Day. "Business Day" means each weekday when the NYSE is open. Currently, the NYSE is closed on New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving Day and Christmas Day (observed). Securities which are listed on stock exchanges are valued at the last sale price on the day the securities are valued or, lacking any sales on such day, at the mean of the bid and asked prices available prior to the evaluation. In cases where securities are traded on more than one exchange, the securities are generally valued on the exchange designated by the Board of Directors as the primary market. Securities traded in the over-the-counter market and listed on the National Association of Securities Dealers Automatic Quotation System ("NASDAQ") are valued at the last trade price listed on the NASDAQ at 4:00 p.m.; securities listed on NASDAQ for which there were no sales on that day and other over-the-counter securities are valued at the mean of the bid and asked prices available prior to valuation. Securities for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of RBB's Board of Directors. The amortized cost method of valuation may also be used with respect to debt obligations with sixty days or less remaining to maturity. In determining the approximate market value of portfolio investments, the Funds may employ outside organizations, which may use a matrix or formula method that takes into consideration market indices, matrices, yield curves and other specific adjustments. This may result in the securities being valued at a price different from the price that would have been determined had the matrix or formula method not been used. All cash, receivables and current payables are carried on the Funds' books at their face value. Other assets, if any, are valued at fair value as determined in good faith by or under the direction of RBB's Board of Directors. PERFORMANCE INFORMATION TOTAL RETURN. For purposes of quoting and comparing the performance of the Funds to that of other mutual funds and to stock or other relevant indices in advertisements or in reports to shareholders, performance may be stated in terms of total return. Under the rules of the Securities and Exchange Commission, funds advertising performance must include total return quotes calculated according to the following formula: P(1 + T)/n/ = ERV Where: P = a hypothetical initial payment of $1,000 T = average annual total return n = number of years (1, 5 or 10) ERV = ending redeemable value at the end of the 1, 5 or 10 year periods (or fractional portion thereof) of a hypothetical $1,000 payment made at the beginning of the 1, 5 or 10 year periods. 18 Under the foregoing formula, the time periods used in advertising will be based on rolling calendar quarters, updated to the last day of the most recent quarter prior to submission of the advertisement for publication, and will cover one, five and ten year periods or a shorter period dating from the effectiveness of the Funds' registration statement. In calculating the ending redeemable value, the maximum sales load is deducted from the initial $1,000 payment and all dividends and distributions by the Funds are assumed to have been reinvested at net asset value, as described in the Prospectus, on the reinvestment dates during the period. Total return, or "T" in the formula above, is computed by finding the average annual compounded rates of return over the 1, 5 and 10 year periods (or fractional portion thereof) that would equate the initial amount invested to the ending redeemable value. Any sales loads that might in the future be made applicable at the time to reinvestments would be included as would any recurring account charges that might be imposed by the Funds. PERFORMANCE. From time to time, the Funds may advertise their average annual total return over various periods of time. These total return figures show the average percentage change in value of an investment in a Fund from the beginning of the measuring period to the end of the measuring period. The figures reflect changes in the price of a Fund's shares assuming that any income dividends and/or capital gain distributions made by a Fund during the period were reinvested in shares of the Fund. Total return will be shown for recent one-, five- and ten-year periods, and may be shown for other periods as well (such as from commencement of a Fund's operations or on a year-by-year, quarterly or current year-to-date basis). When considering average total return figures for periods longer than one year, it is important to note that a Fund's annual total return for one year in the period might have been grater or less than the average for the entire period. When considering total return figures for periods shorter than one year, investors should bear in mind that the Funds seek long-term appreciation and that such return may not be representative of a Fund's return over a longer market cycle. The Funds may also advertise aggregate total return figures for various periods, representing the cumulative change in value of an investment in a Fund for the specific period (again reflecting changes in a Fund's share prices and assuming reinvestment of dividends and distributions). Aggregate and average total returns may be shown by means of schedules, charts or graphs, may indicate various components of total return (i.e., change in value of initial investment, income dividends and capital gain distributions) and would be quoted separately for each class of a Fund's shares. Investors should note that total return figures are based on historical earnings and are not intended to indicate future performance. In reports or other communications to investors or in advertising material, the Funds may describe general economic and market conditions affecting the Funds and may compare their performance with (1) that of other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc. or similar investment services that monitor the performance of mutual funds or as set forth in the publications listed below; (2) with their benchmark indices, as well as the S&P 500 or (3) other appropriate indices of investment securities or with data developed by Numeric derived from such indices. Performance information may also include evaluation of the Funds by nationally recognized ranking services and information as reported in financial publications such as Business Week, Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times, or other national, regional or local publications. In reports or other communications to investors or in advertising, the Funds may also describe the general biography or work experience of the portfolio managers of the Funds and may include quotations attributable to the portfolio managers describing approaches taken in managing the Funds' investments, research methodology, underlying stock selection or the Funds' investment objective. The Funds may also discuss the continuum of risk and return relating to different investments, and the potential impact of foreign stock on a portfolio otherwise composed of domestic securities. In addition, the Funds may from time to time compare 19 their expense ratios to those of investment companies with similar objective and policies, as advertised by Lipper Analytical Services, Inc. or similar investment services that monitor mutual funds. YIELD. The Funds may also advertise their yield. Under the rules of the SEC, a Fund advertising yield must calculate yield using the following formula: YIELD = 2 [(a-b+1)/6/ - 1] --- cd Where: a = dividends and interest earned during the period. b = expenses accrued for the period (net of reimbursement). c = the average daily number of shares outstanding during the period that were entitled to receive dividends. d = the maximum offering price per share on the last day of the period. Under the foregoing formula, yield is computed by compounding semi- annually, the net investment income per share earned during a 30 day period divided by the maximum offering price per share on the last day of the period. For the purpose of determining the interest earned (variable "a" in the formula) on debt obligations that were purchased by a Fund at a discount or premium, the formula generally calls for amortization of the discount or premium; the amortization schedule will be adjusted monthly to reflect changes in the market values of the debt obligations. Yield may fluctuate daily and does not provide a basis for determining future yields. Because the yields will fluctuate, they cannot be compared with yields on savings account or other investment alternatives that provide an agreed to or guaranteed fixed yield for a stated period of time. However, yield information may be useful to an investor considering temporary investments in money market instruments. In comparing the yield of one fund to another, consideration should be given to each fund's investment policies, including the types of investments made, lengths of maturities of the portfolio securities, the method used by each fund to compute the yield (methods may differ) and whether there are any special account charges which may reduce the effective yield. The yields on certain obligations are dependent on a variety of factors, including general market conditions, conditions in the particular market for the obligation, the financial condition of the issuer, the size of the offering, the maturity of the obligation and the rates on the issue. The ratings of Moody's Investors Service, Inc. and Standard & Poor's Corporation represent their respective opinions as to the quality of the obligations they undertake to rate. Ratings, however, are general and are not absolute standards of quality. Consequently, obligations with the same rating, maturity and interest rate may have different market prices. In addition, subsequent to its purchase by a Fund, an issue may cease to be rated or may have its rating reduced below the minimum required for purchase. In such an event, the Fund's investment adviser or sub-adviser will consider whether the Fund should continue to hold the obligation. From time to time, in advertisements or in reports to shareholders with respect to the Funds, the yields of the Funds may be quoted and compared to those of other mutual funds with similar investment objectives and to stock or other relevant indices. For example, the yield of a Fund may be compared to data prepared by Lipper Analytical Services, Inc., a widely-recognized independent service that monitors the performance of mutual funds. 20 TAXES The following is only a summary of certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Funds or their shareholders, and the discussion here and in the Funds' Prospectus is not intended as a substitute for careful tax planning. Investors are urged to consult their tax advisers with specific reference to their own tax situation. The Funds intend to elect to be taxed as and meet the requirements of regulated investment companies under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As regulated investment companies, the Funds are exempt from Federal income tax on their net investment income and realized capital gains which they distribute to shareholders, provided that they distribute an amount equal to the sum of (a) at least 90% of their investment company taxable income (net taxable investment income and the excess of net short-term capital gain over net long-term capital loss), if any, for the year and (b) at least 90% of their net tax-exempt interest income, if any, for the year (the "Distribution Requirement") and satisfy certain other requirements of the Code that are described below. Distributions of investment company taxable income and net tax-exempt interest income made during the taxable year or, under specified circumstances, within twelve months after the close of the taxable year will satisfy the Distribution Requirement. The Distribution Requirement for any year may be waived if a regulated investment company establishes to the satisfaction of the Internal Revenue Service that it is unable to satisfy the Distribution Requirement by reason of distributions previously made for the purpose of avoiding liability for Federal excise tax (discussed below). In addition to satisfaction of the Distribution Requirement each Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans and gains from the sale or other disposition of stock or securities or foreign currencies, or from other income derived with respect to its business of investing in such stock, securities, or currencies (the "Income Requirement") and derive less than 30% of its gross income from the sale or other disposition of any of the following investments, if such investments were held for less than three months: (a) stock or securities (as defined in Section 2(a)(36) of the 1940 Act); (b) options, futures, or forward contracts (other than options, futures or forward contracts on foreign currencies); and (c) foreign currencies (or options, futures or forward contracts on foreign currencies) but only if such currencies (or options, futures or forward contracts) are not directly related to the regulated investment company's principal business of investing in stock or securities (or options and futures with respect to stocks or securities) (the "Short-Short Gain Test"). Interest (including accrued original issue discount and, in the case of debt securities bearing taxable interest income, "accrued market discount") received by a Fund at maturity or on disposition of a security held for less than three months will not be treated as gross income derived from the sale or other disposition of such security for purposes of the Short-Short Gain Test. However, any other income which is attributable to realized market appreciation will be treated as gross income from the sale or other disposition of securities for this purpose. Future Treasury regulations may provide that currency gains that are not "directly related" to a Fund's principal business of investing in stock or securities (or in options or futures with respect to stock or securities) will not satisfy the Income Requirements. Income derived by a regulated investment company from a partnership or trust will satisfy the Income Requirement only to the extent such income is attributable to items of income of the partnership or trust that would satisfy the Income Requirement if they were realized by a regulated investment company in the same manner as realized by the partnership or trust. In addition to the foregoing requirements, at the close of each quarter of its taxable year, at least 50% of the value of a 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 a Fund has not invested more than 5% of the value of its total assets in securities of such issuer and as to which a Fund does 21 not hold more than 10% of the outstanding voting securities of such issuer), and no more than 25% of the value of a Fund's total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), or in two or more issuers which such Fund controls and which the engaged in the same or similar trades or businesses (the "Asset Diversification Requirement"). The Internal Revenue Service has taken the position, in informal rulings issued to other taxpayers, that the issuer of a repurchase agreement is the bank or dealer from which securities are purchased. A Fund will not enter into repurchase agreements with any one bank or dealer if entering into such agreements would, under the informal position expressed by the Internal Revenue Service, cause it to fail to satisfy the Asset Diversification Requirement. Distributions of investment company taxable income will be taxable (subject to the possible allowance of the dividend received deduction described below) to shareholders as ordinary income, regardless of whether such distributions are paid in cash or are reinvested in shares. Shareholders receiving any distribution from the Funds in the form of additional shares will be treated as receiving a taxable distribution in an amount equal to the fair market value of the shares received, determined as of the reinvestment date. The Funds intend to distribute to shareholders their excess of net long-term capital gain over net short-term capital loss ("net capital gain"), if any, for each taxable year. Such gain is distributed as a capital gain dividend and is taxable to shareholders as long-term capital gain, regardless of the length of time the shareholder has held his shares, whether such gain was recognized by a Fund prior to the date on which a shareholder acquired shares of the Fund and whether the distribution was paid in cash or reinvested in shares. The aggregate amount of distributions designated by any Fund as capital gain dividends may not exceed the net capital gain of a Fund for any taxable year, determined by excluding any net capital loss or net long-term capital loss attributable to transactions occurring after October 31 of such year and by treating any such loss as if it arose on the first day of the following taxable year. Such distributions will be designated as capital gain dividends in a written notice mailed by a Fund to shareholders not later than 60 days after the close of each Fund's respective taxable year. In the case of corporate shareholders, distributions (other than capital gain dividends) of a Fund for any taxable year generally qualifies for the 70% dividends received deduction to the extent of the gross amount of "qualifying dividends" received by a Fund for the year. Generally, a dividend will be treated as a "qualifying dividend" if it has been received from a domestic corporation. However, a dividend received by a taxpayer will not be treated as a "qualifying dividend" if (1) it has been received with respect to any share of stock that the taxpayer has held for 45 days (90 days in the case of certain preferred stock) or less (excluding any day more than 45 days (or 90 days in the case of certain preferred stock) after the date on which the stock becomes ex-dividend), or (2) to the extent that the taxpayer is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. RBB will designate the portion, if any, of the distribution made by a Fund that qualifies for the dividends received deduction in a written notice mailed by a Fund to shareholders not later than 60 days after the close of the Fund's taxable year. Investors should note that changes made to the Code by the Tax Reform Act of 1986 and subsequent legislation have not entirely eliminated distinctions in the tax treatment of capital gain and ordinary income distributions. The nominal maximum marginal rate on ordinary income for individuals, trusts and estates is currently 39.6%, but for individual taxpayers whose adjusted gross income exceeds certain threshold amounts (that differ depending on the taxpayer's filing status) in taxable years beginning before 1986, provisions phasing out personal exemptions and limiting itemized deductions may cause the actual maximum marginal rate to exceed 39.6%. The maximum rate on the LONG TERM capital gain of individuals, trusts 22 and estates, however, is in all cases 28%. Capital gains and ordinary income of corporate taxpayers are taxed at a nominal maximum rate of 34% (an effective marginal rate of 39% applies in the case of corporations having taxable income between $100,000 and $335,000). Investors should be aware that any loss realized upon the sale, exchange or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent any capital gain dividends have been paid with respect to such shares. Distributions of net investment income received by the Funds from investments in debt securities will be taxable to shareholders as ordinary income and will not be treated as "qualifying dividends" for purposes of the dividends received deduction. If for any taxable year any Fund does not qualify as a regulated investment company, all of its taxable income will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and all distributions will be taxable as ordinary dividends to the extent of such Fund's current and accumulated earning and profits. Such distributions will be eligible for the dividends received deduction in the case of corporate shareholders. Investors should be aware that any loss realized on a sale of shares of a Fund will be disallowed to the extent an investor repurchases shares of the same Fund within a period of 61 days (beginning 30 days before and ending 30 days after the day of disposition of the shares). Dividends paid by a Fund in the form of shares within the 61-day period would be treated as a purchase for this purpose. A shareholder will recognize gain or loss upon an exchange of shares of a Fund for shares of another Fund upon exercise of an exchange privilege. Shareholders may not include the initial sales charge in the tax basis of the Shares exchanged for shares of another Fund for the purpose of determining gain or loss on the exchange, where the Shares exchanged have been held 90 days or less. The sales charge will increase the basis of the shares acquired through exercise of the exchange privilege (unless the shares acquired are also exchanged for shares of another Fund within 90 days after the first exchange). The Code imposes a non-deductible 4% excise tax on regulated investment companies that do not distribute with respect to each calendar year an amount equal to 98% of their ordinary income for the calendar year plus 98% of their capital gain net income for the one-year period ending on October 31 of such calendar year. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a company is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. Because the Funds intend to distribute all of their taxable income currently, no Fund anticipates incurring any liability for this excise tax. However, investors should note that the Funds may in certain circumstances be required to liquidate investments in order to make sufficient distributions to avoid excise tax liability. A Fund will be required in certain cases to withhold and remit to the United States Treasury 31% of dividends paid to any shareholder (1) who has provided either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the Internal Revenue Service for failure to report the receipt of interest or dividend income properly, or (3) who has failed to certify to RBB that he is not subject to backup withholding or that he is an "exempt recipient." The foregoing general discussion of Federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement of Additional Information. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Although the Funds expect to qualify as a "regulated investment company" and to be relieved of all or substantially all Federal income taxes, depending upon the extent of their activities in states and localities in which their offices are maintained, in which their agents or independent contractors are located or 23 in which they are otherwise deemed to be conducting business, the Funds may be subject to the tax laws of such states or localities. DESCRIPTION OF SHARES RBB has authorized capital of thirty billion shares of Common Stock, $.001 par value per share, of which 12.35 billion shares are currently classified as follows: 100 million shares are classified as Class A Common Stock (Growth & Income), 100 million shares are classified as Class B Common Stock, 100 million shares are classified as Class C Common Stock (Balanced), 100 million shares are classified as Class D Common Stock (Tax-Free), 500 million shares are classified as Class E Common Stock (Money), 500 million shares are classified as Class F Common Stock (Municipal Money), 500 million shares are classified as Class G Common Stock (Money), 500 million shares are classified as Class H Common Stock (Municipal Money), 1 billion shares are classified as Class I Common Stock (Money), 500 million shares are classified as Class J Common Stock (Municipal Money), 500 million shares are classified as Class K Common Stock (U.S. Government Money), 1,500 million shares are classified as Class L Common Stock (Money), 500 million shares are classified as Class M Common Stock (Municipal Money), 500 million shares are classified as Class N Common Stock (U.S. Government Money), 500 million shares are classified as Class O Common Stock (N.Y. Money), 100 million shares are classified as Class P Common Stock (Government), 100 million shares are classified as Class Q Common Stock, 500 million shares are classified as Class R Common Stock (Municipal Money), 500 million shares are classified as Class S Common Stock (U.S. Government Money), 500 million shares are classified as Class T Common Stock (International), 500 million shares are classified as Class U Common Stock (High Yield), 500 million shares are classified as Class V Common Stock (Emerging), 100 million shares are classified as Class W Common Stock, 50 million shares are classified as Class X Common Stock (U.S. Core Equity), 50 million shares are classified as Class Y Common Stock (U.S. Core Fixed Income), 50 million shares are classified as Class Z Common Stock (Global Fixed Income), 50 million shares are classified as Class AA Common Stock (Municipal Bond), 50 million shares are classified as Class BB Common Stock (BEA Balanced), 50 million shares are classified as Class CC Common Stock (Short Duration), 100 million shares are classified as Class DD Common Stock (Growth & Income Series 2), 100 million shares are classified as Class EE Common Stock (Balanced Series 2), 50 million shares are classified as Class FF Common Stock (Numeric Micro Cap), 50 million shares are classified as Class GG Common Stock (Numeric Growth), 50 million shares are classified as Class HH Common Stock (Numeric GROWTH & VALUE) , 700 million shares are classified as Class Alpha 1 Common Stock (Money), 200 million shares are classified as Class Alpha 2 Common Stock (Municipal Money), 500 million shares are classified as Class Alpha 3 Common Stock (U.S. Government Money), 100 million shares are classified as Class Alpha 4 Common Stock (N.Y. Money), 1 million shares are classified as Class Beta 1 Common Stock (Money), 1 million shares are classified as Class Beta 2 Common Stock (Municipal Money), 1 million shares are classified as Class Beta 3 Common Stock (U.S. Government Money), 1 million shares are classified as Class Beta 4 Common Stock (N.Y. Money), 1 million shares are classified as Gamma 1 Common Stock (Money), 1 million shares are classified as Gamma 2 Common Stock (Municipal Money), 1 million shares are classified as Gamma 3 Common Stock (U.S. Government Money), 1 million shares are classified as Gamma 4 Common Stock (N.Y. Money), 1 million shares are classified as Delta 1 Common Stock (Money), 1 million shares are classified as Delta 2 Common Stock (Municipal Money), 1 million shares are classified as Delta 3 Common Stock (U.S. Government Money), 1 million shares are classified as Delta 4 Common Stock (N.Y. Money), 1 million shares are classified as Epsilon 1 Common Stock (Money), 1 million shares are classified as Epsilon 2 Common Stock (Municipal Money), 1 million shares are classified as Epsilon 3 Common Stock (U.S. Government Money), 1 million shares are classified as Epsilon 4 Common Stock (N.Y. Money), 1 million shares are classified as Zeta 1 Common Stock (Money), 1 million shares are classified as Zeta 2 Common Stock (Municipal Money), 1 million shares are classified as Zeta 3 Common Stock (U.S. Government Money), 1 million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1 million shares are classified as Eta 1 Common Stock (Money), 24 1 million shares are classified as Eta 2 Common Stock (Municipal Money), 1 million shares are classified as Eta 3 Common Stock (U.S. Government Money), 1 million shares are classified as Eta 4 Common Stock (N.Y. Money), 1 million shares are classified as Theta 1 Common Stock (Money), 1 million shares are classified as Theta 2 Common Stock (Municipal Money), 1 million shares are classified as Theta 3 Common Stock (U.S. Government Money), and 1 million shares are classified as Theta 4 Common Stock (N.Y. Money). Shares of the Class FF, GG and HH Common Stock constitute the Classes of the Micro Cap, Growth and GROWTH & VALUE Funds, respectively. Under RBB's charter, the Board of Directors has the power to classify or reclassify any unissued shares of Common Stock from time to time. The classes of Common Stock have been grouped into FIFTEEN separate "families": the RBB Family, the Cash Preservation Family, the Sansom Street Family, the Bedford Family, the Bradford Family, the BEA Family, the Janney Montgomery Scott Money Family, the Numeric INVESTORS Family, the Beta Family, the Gamma Family, the Delta Family, the Epsilon Family, the Zeta Family, the Eta Family and the Theta Family. The RBB Family represents interests in one non-money market portfolio as well as the Money Market and Municipal Money Market Portfolios; the Cash Preservation Family represents interests in the Money Market and Municipal Money Market Portfolios; the Sansom Street Family represents interests in the Money Market, Municipal Money Market and Government Obligations Money Market Portfolios; Bedford Family represents interests in the Money Market, Municipal Money Market, Government Obligations Money Market and New York Municipal Money Market Portfolios; the Bradford Family represents interests in the Municipal Money Market and Government Obligations Money Market Portfolios; the BEA Family represents interests in nine non-money market portfolios; the Numeric INVESTORS Family represents interests in the Micro Cap, Growth and GROWTH & VALUE Funds; the Janney Montgomery Scott Family and the Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta Families represent interests in the Money Market, Municipal Money Market, Government Obligations Money Market and New York Municipal Money Market Portfolios. ADDITIONAL INFORMATION CONCERNING FUND SHARES RBB does not currently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. RBB's amended By- Laws provide that shareholders collectively owning at least ten percent of the outstanding shares of all classes of Common Stock of RBB have the right to call for a meeting of shareholders to consider the removal of one or more directors. To the extent required by law, RBB will assist in shareholder communication in such matters. Holders of shares of each class of RBB will vote in the aggregate and not by class on all matters, except where otherwise required by law. Further, shareholders of RBB will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board of Directors determines that the matter to be voted upon affects only the interests of the shareholders of a particular portfolio. Rule 18f-2 under the 1940 Act provides that any matter required to be submitted by the provisions of such Act or applicable state law, or otherwise, to the holders of the outstanding securities of an investment company such as RBB shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each portfolio affected by the matter. Rule 18f-2 further provides that a portfolio shall be deemed to be affected by a matter unless it is clear that the interests of each portfolio in the matter are identical or that the matter does not affect any interest of the portfolio. Under the Rule, the approval of an investment advisory agreement or any change in a fundamental investment policy would be effectively acted upon with respect to a portfolio only if approved by the holders of a majority of the outstanding voting securities of such portfolio. However, the Rule also provides that the ratification of the selection of independent public accountants, the approval of principal underwriting contracts and the election of directors are not subject to the separate voting requirements and may be effectively acted upon by shareholders of an investment company voting without regard to portfolio. 25 Notwithstanding any provision of Maryland law requiring a greater vote of shares of RBB's common stock (or of any class voting as a class) in connection with any corporate action, unless otherwise provided by law, (for example by Rule 18f-2 discussed above) or by RBB's Charter, RBB may take or authorize such action upon the favorable vote of the holders of more than 50% of all of the outstanding shares of Common Stock voting without regard to class (or portfolio). MISCELLANEOUS COUNSEL. The law firm of Ballard Spahr Andrews & Ingersoll, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103 serves as counsel to RBB, PIMC, PNC Bank and PFPC. The law firm of Drinker Biddle & Reath, 1100 Philadelphia National Bank Building, Broad and Chestnut Streets, Philadelphia, Pennsylvania 19107, serves as counsel to RBB's independent directors. INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as RBB's independent accountants. CONTROL PERSONS. As of MAY 6, 1996, to RBB's knowledge, the following named persons at the addresses shown below owned of record approximately 5% or more of the total outstanding shares of the class of RBB indicated below. See "Description of Shares" above. RBB does not know whether such persons also beneficially own such shares. 26
PORTFOLIO NAME AND ADDRESS PERCENT OWNED - ------------------------------- --------------------------------------------- ------------- RBB Money Market Luanne M. Garvey and Robert J. Garvey 13.9 Portfolio 2729 Woodland Avenue (Class E) Trooper, PA 19403 HAROLD T. Erfer 12.9 414 Charles Lane Wynnewood, PA 19096 KAREN M. McElhinny and Contribution Account 16.7 4943 King Arthur Drive Erie, PA 16506 JOHN Robert Estrada and 16.1 Shirley Ann Estrada 1700 Raton Drive Arlington, TX 76018 ERIC Levine and Linda & Howard Levine 29.3 67 Lanes Pond Road Howell, NJ 07731 RBB Municipal Money Market William B. Pettus Trust 9.6 Portfolio Augustine W. Pettus Trust (Class F) 827 Winding Path Lane St. Louis, MO 63021-6635 SEYMOUR Fein 90.4 P.O. Box 486 Tremont Post Office Bronx, NY 10457-0486 CASH Preservation Money Jewish Family and Children's 53.6 Market Portfolio Agency of Philadelphia (Class G) Capital Campaign Attn: S. Ramm 1610 Spruce Street Philadelphia, PA 19103 LYNDA R. Succ Trustee for in Trust under 11.0 The Lynda R. Campbell Caring Trust 935 Rutger Street St. Louis, MO 63104 RAYMOND E. CURRIE AND KATHRYN CURRIE 5.1 JT TEN WROS 1023 PLEASANT AVENUE WYNDMOOR, PA 19118 HELEN M. ELLENBY 5.5 503 FALCON LANE WEST CHESTER, PA 19382-5716
27
PORTFOLIO NAME AND ADDRESS PERCENT OWNED - ------------------------------- --------------------------------------------- ------------- CASH Preservation Municipal Kenneth Farwell and Valerie 10.7 Money Market Portfolio Farwell Jt. Ten (Class H) 3854 Sullivan St. Louis, MO 63107 LARNIE Johnson and Mary Alice Johnson 17.4 4927 Lee Avenue St. Louis, MO 63115-1726 ANDREW Diederich and Doris Diederich 5.9 1003 Lindeman Des Peres, MO 63131 Marcella L. Haugh Caring Tr 9.9 Dtd 8/12/91 40 Plaza Square Apt. 202 St. Louis, MO 63101 Gwendolyn Haynes 5.1 2757 Geyer St. Louis, MO 63104 RALPH R. SUCCESSOR TRUSTEE FOR IN TR 5.2 UNDER THE RALPH R. MORENO CARING TRUST DTD 5/13/92 418 N. CONCORD STREET LOS ANGELES, CA 90063 Sansom Street Money Market Wasner & Co. 26.3 Portfolio FAO Paine Webber and Managed Assets (Class I) Sundry Holdings Attn: Joe Domizio 200 Stevens Drive Lester, PA 19113 SAXON and Co. 69.6 FBO Paine Webber P.O. Box 7780 1888 Philadelphia, PA 19182 BEDFORD Municipal Joel E. Smilow 5.65 Money Market 100 Beachside Avenue (Class M) Greenfarm, CT 06436 BEA INTERNATIONAL EQUITY NORTHWESTERN MEMORIAL CORPORATION 5.0 (Class T) AND AFFILIATES 259 EAST ERIE STREET, 7TH FLOOR CHICAGO, IL 60611
28
PORTFOLIO NAME AND ADDRESS PERCENT OWNED - ------------------------------- --------------------------------------------- ------------- BEA High Yield Portfolio Chase Manhattan Bankers Trustee for 13.0 (Class U) Kendale Company Master Pension Plan Attn: Mark Tesoriero 3 Metrotech Center, 6th Floor Brooklyn, NY 11245 TEMPLE Inland Master Retirement Trust 9.8 303 South Temple Drive Diboll, TX 75941 GUENTER Full Trst Michelin North America Inc. 16.0 Master Trust P. O. Box 19001 Greenville, SC 29602-9001 GEORGETOWN University Retirement Trust Plan 6.3 Trust Suite G-05 Maguire Hall Georgetown University Washington, DC 20057-1019 C S FIRST BOSTON PENSION FUND 9.5 PARK AVENUE PLAZA, 34TH FLOOR 55 E. 52ND STREET NEW YORK, NY 10055 ATTN: STEVE MEDICI SC JOHNSON & SON, INC. RETIREMENT PLAN 12.9 1525 HOWE STREET RACINE, WI 53403 BEA Emerging Markets Equity Wachovia Bank North Carolina Trust for 13.8 Portfolio Carolina Power & Light Co. Supplemental (Class V) Retirement Trust 301 N. Main Street Winston-Salem, NC 27101 NORTHERN Trust Company Trustee for Texas 19.0 Instruments Employee Plan P.O. Box 92956 Chicago, IL 60675-2956 HALL Family Foundation 19.1 P.O. Box 419580 Kansas City, MO 64208 ARKANSAS Public Emploees Retirement System 9.6 124 W. Capitol Avenue Little Rock, AR 72201
29
PORTFOLIO NAME AND ADDRESS PERCENT OWNED - ------------------------------- --------------------------------------------- ------------- NORTHERN Trust 11.4 Trustee for Pillsbury P.O. Box 92956 Chicago, IL 60675 AMHERST H. Wilder Foundation 5.4 919 Lafond Avenue St. Paul, MN 55104 BEA US Core Equity Portfolio Bank of New York 52.3 (Class X) Trust APU Buckeye Pipeline One Wall Street New York, NY 10286 WERNER & Pfleiderer Pension 8.9 Plan Employees 663 E. Crescent Avenue Ramsey, NJ 07446 BEA US Core Fixed New England UFCW & Employers' Pension 21.1 Income Portfolio Fund Board of Trustees (Class Y) 161 Forbes Road, Suite 201 Braintree, MA 02184 BANKERS Trust 16.7 Trust Pechniney Corp. Pension Master Trust 34 Exchange Place, 4th Floor Jersey City, NJ 07302 PATTERSON & Co. 7.5 P.O. Box 7829 Philadelphia, PA 19102 MAC & Co 5.9 FAO 176-655 ROBF1766552 Mutual Funds Operations P. O. Box 3198 Pittsburgh, PA 15230-3198 Bank of New York 7.7 Trst Fenway Partners Master Trust One Wall Street, 12th floor New York, NY 10286 CITIBANK NA 12.0 Trst CS First Boston Corp Emp S/P Attn: Sheila Adams 111 Wall Street, 20th floor Z 1 New York, NY 10043
30
PORTFOLIO NAME AND ADDRESS PERCENT OWNED - ------------------------------- --------------------------------------------- ------------- BEA Global Fixed Income Sunkist Master Trust 36.0 Portfolio (Class Z) 14130 Riverside Drive Sherman Oaks, CA 91423 PATTERSON & Co. 25.8 P. O. Box 7829 Philadelphia, PA 19101 KEY Trust Co. of Ohio 20.8 FBO Eastern Enterp. Collective Inv. Trust P.O. Box 901536 Cleveland, OH 44202-1559 MARY E. MORTEN 6.2 C/O CREDIT SUISSE NEW YORK 12 E. 49TH STREET, 40TH FLOOR NEW YORK, NY 1017 ATTN: PORTFOLIO MANAGEMENT BEA Municipal Bond Fund William A. Marquard 37.7 Portfolio 2199 Maysville Rd. (Class AA) Carlisle, KY 40311 ARNOLD Leon 12.6 c/o Fiduciary Trust Company P.O. Box 3199 Church Street Station New York, NY 10008 IRWIN Bard 8.8 1750 North East 183rd St. North Miami Beach, FL 33160 MATTHEW M. SLOVES AND DIANE DECKER SLOVES 5.8 TENANTS IN COMMON 1304 STAGECOACH ROAD, S.E. ALBUQUERQUE, NM 87123 S. FINKELSTEIN FAMILY Fund 5.1 27 SHELDRAKE ROAD SCARSDALE, NY 10583 JANNEY Montgomery Scott Janney Montgomery Scott 100 Money Market Portfolio 1801 Market Street (Class Alpha 1) Philadelphia, PA 19103-1675 Janney Montgomery Scott Janney Montgomery Scott 100 Municipal Money Market 1801 Market Street Portfolio Philadelphia, PA 19103-1675 (Class Alpha 2)
31
PORTFOLIO NAME AND ADDRESS PERCENT OWNED - ------------------------------- --------------------------------------------- ------------- Janney Montgomery Scott Janney Montgomery Scott 100 Government Obligations Money 1801 Market Street Market Portfolio Philadelphia, PA 19103-1675 (Class Alpha 3) Janney Montgomery Scott Janney Montgomery Scott 100 New York Municipal Money 1801 Market Street Market Portfolio Philadelphia, PA 19103-1675 (Class Alpha 4)
As of the above date, directors and officers as a group owned less than one percent of the shares of RBB. LITIGATION. There is currently no material litigation affecting RBB. FINANCIAL STATEMENTS. No financial statements are supplied because, as of the date of the Prospectus and this Statement of Additional Information, the Funds had no operating history. 32 APPENDIX A RATINGS OF DEBT SECURITIES STANDARD & POOR'S CORPORATION AAA Debt rated 'AAA' has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. AA Debt rated 'AA' has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree. A Debt rated 'A' has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB Debt rated "BBB" is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB Debt rated 'BB', 'B', 'CCC', or 'CC' is regarded, on balance, as B predominantly speculative with respect to capacity to pay interest CCC and repay principal in accordance with the terms of the obligation. CC 'BB' indicates the lowest degree of speculation and 'CC' the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. C This rating is reserved for income bonds on which no interest is being paid. D Debt rated "D" is in default, and payment of interest and/or repayment of principal is in arrears. (+) The ratings from 'AAA' or 'CCC' may be modified by the addition of a plus or minus sign to show relative standing or within the major rating categories. * Continuance of the rating is contingent upon S&P's receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. NR Indicates no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy. DEBT OBLIGATIONS OF ISSUERS OUTSIDE THE UNITED STATES AND ITS TERRITORIES are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties. A-1 P PROVISIONAL RATINGS: The letter "p" indicates that the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of. or the risk of default upon failure of, such completion. The investor should exercise judgment with respect to such likelihood and risk. NOTES Note rating symbols are as follows: SP-1 Very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus (+) designation. SP-2 Satisfactory capacity to pay principal and interest. SP-3 Speculative capacity to pay principal and interest. COMMERCIAL PAPER A Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings are graded into four categories, ranging from 'A' for the highest quality obligations to 'D' for the lowest. The four categories are as follows: A Issues assigned this highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the relative degree of safety. A-1 This designation indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign designation. A-2 Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as high as for issues designated 'A-1'. A-3 Issues carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations. B Issues rated 'B' are regarded as having only an adequate capacity for timely payment. However, such capacity may be damaged by changing conditions or short-term adversities. C This rating is assigned to short-term debt obligations with a doubtful capacity for payment. A-2 D This rating indicates that the issue is either in default or is expected to be in default upon maturity. VARIABLE RATE DEMAND BONDS Standard & Poor's assigns "dual" ratings to all long-term debt issues that have as part of their provisions a long-term rating and a variable rate demand rating. The first rating addresses the likelihood of repayment of principal and interest due and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the commercial paper rating symbols are used to denote the put option (for example, 'AAA/A-1 +'). If the nominal maturity is short (three years or less), a note rating is assigned. MOODY'S INVESTORS SERVICE, INC. RATINGS CORPORATE BONDS AAA Bonds which are rated AAA are judged to be the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. AA Bonds which are rated AA are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risks appear somewhat larger than in Aaa securities. A Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future. BAA Bonds which are rated BAA are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payment and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. A-3 BA Bonds which are rated BA are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. CAA Bonds which are rated CAA are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. CA Bonds which are rated CA represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. Moody's bond ratings, where specified, are also applied to senior bank obligations with an original maturity in excess of one year. Among the bank obligations covered are bank deposits, bankers acceptance and obligations to deliver foreign exchange. Obligations relying upon support mechanisms such as letters-of-credit are excluded unless explicitly rated. NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. SHORT-TERM NOTES AND VARIABLE RATE DEMAND OBLIGATIONS The following summarizes the ratings used by Moody's for short-term notes and variable rate demand obligations: MIG-1/VMIG-1. Obligations bearing these designations are of the best quality, enjoying strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing. MIG-2/VMIG-2. Obligations bearing these designations are of high quality with margins of protection ample although not as large as in the preceding group. A-4 MIG-3/VMIG-3. Obligations bearing these designations are of favorable quality. All security elements are accounted for but there is a lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is hereby to be less well established. COMMERCIAL PAPER RATINGS The rating PRIME-1 is the highest commercial paper rating assigned by Moody's. Issuers rated PRIME-1 (or related supporting institutions) are considered to have a superior capacity for repayment of senior short-term debt obligations. Issuers rated PRIME-2 (or related supporting institutions) are considered to have strong capacity for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics of issuers rated PRIME-1 but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. Issuers PRIME-3 (or supporting institutions) have an acceptable capacity rated for repayment of senior short-term debt obligations. The effect of industry characteristics and market composition may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained. Issuers rated NOT PRIME do not fall within any of the Prime rating categories. A-5 PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits --------------------------------- (a) Financial Statements: (1) Included in Part A of the Registration Statement: None. Included in Part B of the Registration Statement: None. Notes to Financial Statements
(b) Exhibits: See Note # ---------- (1) (a) Articles of Incorporation of Registrant 1 (b) Articles Supplementary of Registrant. 1 (c) Articles of Amendment to Articles of Incorporation of Registrant. 2 (d) Articles Supplementary of Registrant. 2 (e) Articles Supplementary of Registrant. 5 (f) Articles Supplementary of Registrant. 6 (g) Articles Supplementary of Registrant. 9 (h) Articles Supplementary of Registrant. 10 (i) Articles Supplementary of Registrant. 14 (j) Articles Supplementary of Registrant. 14 (k) Articles Supplementary of Registrant. 19 (l) Articles Supplementary of Registrant. 19 (m) Articles Supplementary of Registrant. 19 (n) Articles Supplementary of Registrant. 19 (o) Articles Supplementary of Registrant. 20
See Note # ---------- (p) Articles Supplementary of Registrant. (2) Amended By-Laws adopted August 16, 1988. 3 (a) Amendment to By-Laws adopted July 25, 1989. 4 (b) By-Laws amended through October 24, 1989. 5 (c) BY-LAWS AMENDED THROUGH APRIL 24, 1996. (3) None. (4) Specimen Certificates a) SafeGuard Equity Growth and Income Shares 3 b) SafeGuard Fixed Income Shares 3 c) SafeGuard Balanced Shares 3 d) SafeGuard Tax-Free Shares 3 e) SafeGuard Money Market Shares 3 f) SafeGuard Tax-Free Money Market Shares 3 g) Cash Preservation Money Market Shares 3 h) Cash Preservation Tax-Free Money Market Shares 3 i) Sansom Street Money Market Shares 3 j) Sansom Street Tax-Free Money Market Shares 3 k) Sansom Street Government Obligations Money 3 Market Shares l) Bedford Money Market Shares 3 m) Bedford Tax-Free Money Market Shares 3 n) Bedford Government Obligations Money Market 3 Shares o) Bedford New York Municipal Money Market Shares 5 p) SafeGuard Government Securities Shares 5 q) Income Opportunities High Yield Bond Shares 6 r) Bradford Tax-Free Money Market Shares 8 s) Bradford Government Obligations Money Market Shares 8 t) Alpha 1 Money Market Shares 8 u) Alpha 2 Tax-Free Money Market Shares 8 v) Alpha 3 Government Obligations Money Market Shares 8 w) Alpha 4 New York Municipal Money Market Shares 8 x) Beta 1 Money Market Shares 8 y) Beta 2 Tax-Free Money Market Shares 8 z) Beta 3 Government Obligations Money Market Shares 8 aa) Beta 4 New York Municipal Money Market Shares 8 bb) Gamma 1 Money Market Shares 8
2
See Note # ---------- cc) Gamma 2 Tax-Free Money Market Shares 8 dd) Gamma 3 Government Obligations Money Market Shares 8 ee) Gamma 4 New York Municipal Money Market Shares 8 ff) Delta 1 Money Market Shares 8 gg) Delta 2 Tax-Free Money Market Shares 8 hh) Delta 3 Government Obligations Money Market Shares 8 ii) Delta 4 New York Municipal Money Market Shares 8 jj) Epsilon 1 Money Market Shares 8 kk) Epsilon 2 Tax-Free Money Market Shares 8 ll) Epsilon 3 Government Obligations Money Market Shares 8 mm) Epsilon 4 New York Municipal Money Market Shares 8 nn) Zeta 1 Money Market Shares 8 oo) Zeta 2 Tax-Free Money Market Shares 8 pp) Zeta 3 Government Obligations Money Market Shares 8 qq) Zeta 4 New York Municipal Money Market Shares rr) Eta 1 Money Market Shares 8 ss) Eta 2 Tax-Free Money Market Shares 8 tt) Eta 3 Government Obligations Money Market Shares 8 uu) Eta 4 New York Municipal Money Market Shares 8 vv) Theta 1 Money Market Shares 8 ww) Theta 2 Tax-Free Money Market Shares 8 xx) Theta 3 Government Obligations Money Market Shares 8 yy) Theta 4 New York Municipal Money Market Shares 8 zz) BEA International Equity Shares 9 a1) BEA Strategic Fixed Income Shares 9 a2) BEA Emerging Markets Equity Shares 9 a3) Laffer/Canto Equity Shares 12 a4) BEA U.S. Core Equity Shares 13 a5) BEA U.S. Core Fixed Income Shares 13 a6) BEA Global Fixed Income Shares 13 a7) BEA Municipal Bond Shares 13 a8) BEA Balanced Shares 16 a9) BEA Short Duration Shares 16 a10) Warburg Growth & Income Shares 18 a11) Warburg Balanced Shares 18 (5) (a) Investment Advisory Agreement (Money) 3 between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988.
3
See Note # ---------- (b) Sub-Advisory Agreement (Money) 3 between Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (c) Investment Advisory Agreement 3 (Tax -Free Money) between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (d) Sub-Advisory Agreement (Tax-Free Money) 3 between Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (e) Investment Advisory Agreement 3 (Government Money) between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (f) Sub-Advisory Agreement (Government Money) 3 between Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (k) Investment Advisory Agreement (Balanced) 3 between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (l) Sub-Advisory Agreement (Balanced) between 4 Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (m) Investment Advisory Agreement (Tax-Free) 3 between Registrant and Provident Institutional Management Corporation, dated as of August 16, 1988. (n) Sub-Advisory Agreement (Tax-Free) between 3 Provident Institutional Management Corporation and Provident National Bank, dated as of August 16, 1988. (s) Investment Advisory Agreement 8 (Government Securities) between Registrant and Provident Institutional Management Corporation dated as of April 8, 1991.
4
See Note # ---------- (t) Investment Advisory Agreement 8 (High Yield Bond) between Registrant and Provident Institutional Management Corporation dated as of April 8, 1991. (u) Sub-Advisory Agreement (High Yield Bond) 8 between Registrant and Warburg, Pincus Counsellors, Inc. dated as of April 8, 1991. (v) Investment Advisory Agreement 9 (New York Municipal Money Market) between Registrant and Provident Institutional Management Corporation dated November 5, 1991. (w) Investment Advisory Agreement (Equity) 10 between Registrant and Provident Institutional Management Corporation dated November 5, 1991. (x) Sub-Advisory Agreement (Equity) between 10 Registrant, Provident Institutional Management Corporation and Warburg, Pincus Counsellors, Inc. dated November 5, 1991. (y) Investment Advisory Agreement 10 (Tax-Free Money Market) between Registrant and Provident Institutional Management Corporation dated April 21, 1992. (z) Investment Advisory Agreement 11 (BEA International Equity Portfolio) between Registrant and BEA Associates. (aa) Investment Advisory Agreement 11 (BEA Strategic Fixed Income Portfolio) between Registrant and BEA Associates. (bb) Investment Advisory Agreement 11 (BEA Emerging Markets Equity Portfolio) between Registrant and BEA Associates. (cc) Investment Advisory Agreement 14 (Laffer/Canto Equity Portfolio) between Registrant and Laffer Advisors Incorporated, dated as of July 21, 1993.
5
See Note # ---------- (dd) Sub-Advisory Agreement 12 (Laffer/Canto Sector Equity Portfolio) between PNC Institutional Management Corporation and Laffer Advisors Incorporated, dated as of July 21, 1993. (ee) Investment Advisory Agreement 15 (BEA U.S. Core Equity Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993. (ff) Investment Advisory Agreement 15 (BEA U.S. Core Fixed Income Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993. (gg) Investment Advisory Agreement 15 (BEA Global Fixed Income Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993. (hh) Investment Advisory Agreement 15 (BEA Municipal Bond Fund Portfolio) between Registrant and BEA Associates, dated as of October 27, 1993. (ii) Investment Advisory Agreement 14 (Warburg Pincus Growth and Income Fund) between Registrant and Warburg, Pincus Counsellors, Inc. (jj) Investment Advisory Agreement 16 (Warburg Pincus Balanced Fund) between Registrant and Warburg, Pincus Counsellors, Inc. (kk) Form of Investment Advisory Agreement 16 (BEA Balanced) between Registrant and BEA Associates. (ll) Form of Investment Advisory Agreement 16 (BEA Short Duration Portfolio) between Registrant and BEA Associates. (mm) Investment Advisory Agreement (Warburg 21 Pincus Tax Free Fund) between Registrant and Warburg, Pincus Counsellors, Inc. (NN) INVESTMENT ADVISORY AGREEMENT (NUMERIC MICRO CAP FUND) BETWEEN REGISTRANT AND NUMERIC INVESTORS, L.P.
6
See Note # ---------- (OO) INVESTMENT ADVISORY AGREEMENT (NUMERIC GROWTH FUND) BETWEEN REGISTRANT AND NUMERIC INVESTORS, L.P. (PP) INVESTMENT ADVISORY AGREEMENT (NUMERIC GROWTH & VALUE FUND) BETWEEN REGISTRANT AND NUMERIC INVESTORS, L.P. (6) (r) Distribution Agreement and Supplements 8 (Classes A through Q) between the Registrant and Counsellors Securities Inc. dated as of April 10, 1991. (s) Distribution Agreement Supplement 9 (Classes L, M, N and O) between the Registrant and Counsellors Securities Inc. dated as of November 5, 1991. (t) Distribution Agreement Supplements 9 (Classes R, S, and Alpha 1 through Theta 4) between the Registrant and Counsellors Securities Inc. dated as of November 5, 1991. (u) Distribution Agreement Supplement 10 (Classes T, U and V) between the Registrant and Counsellors Securities Inc. dated as of September 18, 1992. (v) Distribution Agreement Supplement 14 (Class W) between the Registrant and Counsellors Securities Inc. dated as of July 21, 1993. (w) Distribution Agreement Supplement 14 (Classes X, Y, Z and AA) between the Registrant and Counselors Securities Inc. (x) Distribution Agreement Supplement 18 (Classes BB and CC) between Registrant and Counsellor's Securities Inc. dated as of October 26, 1994. (y) Distribution Agreement Supplement 18 (Classes DD and EE) between Registrant and Counsellor's Securities Inc. dated as of October 26, 1994. (z) Form of Distribution Agreement Supplement 19 (Classes L, M, N and O) between the
7
See Note # ---------- Registrant and Counsellor's Securities Inc. (aa) Form of Distribution Agreement Supplement 19 (Classes R, S) between the Registrant and Counsellor's Securities Inc. (bb) Distribution Agreement Supplements 19 (Classes Alpha 1 through Theta 4) between the Registrant and Counsellor's Securities Inc. (cc) Distribution Agreement Supplement Janney 20 Classes (Alpha 1, Alpha 2, Alpha 3 and Alpha 4 between the Registrant and Counsellor's Securities, Inc. (DD) DISTRIBUTION AGREEMENT SUPPLEMENT NUMERIC CLASSES (CLASSES FF, GG AND HH) (7) Fund Office Retirement Profit-Sharing and 7 Trust Agreement, dated as of October 24, 1990. (8) (a) Custodian Agreement between Registrant and 3 Provident National Bank dated as of August 16, 1988. (b) Sub-Custodian Agreement among 10 The Chase Manhattan Bank, N.A., the Registrant and Provident National Bank, dated as of July 13, 1992, relating to custody of Registrant's foreign securities. (e) Amendment No. 1 to Custodian Agreement 9 dated August 16, 1988. (f) Agreement between Brown Brothers Harriman 10 & Co. and Registrant on behalf of BEA International Equity Portfolio, dated September 18, 1992. (g) Agreement between Brown Brothers Harriman 10 & Co. and Registrant on behalf of BEA Strategic Fixed Income Portfolio, dated September 18, 1992. (h) Agreement between Brown Brothers Harriman 10 & Co. and Registrant on behalf of BEA Emerging Markets Equity Portfolio, dated September 18, 1992.
8
See Note # ---------- (i) Agreement between Brown Brothers Harriman 15 & Co. and Registrant on behalf of BEA Emerging Markets Equity, BEA International Equity, BEA Strategic Fixed Income and BEA Global Fixed Income Portfolios, dated as of November 29, 1993. (j) Agreement between Brown Brothers Harriman 15 & Co. and Registrant on behalf of BEA U.S. Core Equity and BEA U.S. Core Fixed Income Portfolio dated as of November 29, 1993. (k) Custodian Contract between 18 Registrant and State Street Bank and Trust Company. (L) FORM OF CUSTODY AGREEMENT BETWEEN THE REGISTRANT AND CUSTODIAL TRUST COMPANY ON BEHALF OF NUMERIC MICRO CAP FUND, NUMERIC GROWTH FUND AND NUMERIC GROWTH & VALUE FUND, PORTFOLIOS OF THE REGISTRANT. (9) (a) Transfer Agency Agreement (Sansom Street) 3 between Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (b) Transfer Agency Agreement (Cash 3 Preservation) between Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (c) Shareholder Servicing Agreement 3 (Sansom Street Money). (d) Shareholder Servicing Agreement 3 (Sansom Street Tax-Free Money). (e) Shareholder Servicing Agreement 3 (Sansom Street Government Money). (f) Shareholder Services Plan 3 (Sansom Street Money). (g) Shareholder Services Plan 3 (Sansom Street Tax-Free Money). (h) Shareholder Services Plan 3 (Sansom Street Government Money).
9
See Note # ---------- (i) Transfer Agency Agreement (SafeGuard) 3 between Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (j) Transfer Agency Agreement (Bedford) 3 between Registrant and Provident Financial Processing Corporation, dated as of August 16, 1988. (k) Transfer Agency Agreement 7 (Income Opportunities) between Registrant and Provident Financial Processing Corporation dated June 25, 1990. (l) Administration and Accounting Services 8 Agreement between Registrant and Provident Financial Processing Corporation, relating to Government Securities Portfolio, dated as of April 10, 1991. (m) Administration and Accounting Services 9 Agreement between Registrant and Provident Financial Processing Corporation, relating to New York Municipal Money Market Portfolio dated as of November 5, 1991. (n) Administration and Accounting Services 9 Agreement between Registrant and Provident Financial Processing Corporation, relating to Equity Portfolio dated as of November 5, 1991. (o) Administration and Accounting Services 9 Agreement between Registrant and Provident Financial Processing Corporation, relating to High Yield Bond Portfolio, dated as of April 10, 1991. (p) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (International) dated September 18, 1992. (q) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (Strategic) dated September 18, 1992;
10
See Note # ---------- (r) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation (Emerging) dated September 18, 1992. (s) Transfer Agency Agreement and Supplements 9 (Bradford, Alpha, Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta) between Registrant and Provident Financial Processing Corporation dated as of November 5, 1991. (t) Transfer Agency Agreement Supplement 10 (BEA) between Registrant and Provident Financial Processing Corporation dated as of September 18, 1992. (u) Administrative Services Agreement between 10 Registrant and Counsellor's Fund Services, Inc. (BEA Portfolios) dated September 18, 1992. (v) Administration and Accounting Services 10 Agreement between Registrant and Provident Financial Processing Corporation, relating to Tax-Free Money Market Portfolio, dated as of April 21, 1992. (w) Transfer Agency Agreement Supplement 12 (Laffer) between Registrant and PFPC Inc. dated as of July 21, 1993. (x) Administration and Accounting Services 12 Agreement between Registrant and PFPC Inc., relating to Laffer/Canto Equity Fund, dated July 21, 1993. (y) Transfer Agency Agreement Supplement 15 (BEA U.S. Core Equity, BEA U.S. Core Fixed Income, BEA Global Fixed Income and BEA Municipal Bond Fund) between Registrant and PFPC Inc. dated as of October 27, 1993. (z) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. relating to (Core Equity) dated as of October 27, 1993.
11
See Note # ---------- (aa) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. (Core Fixed Income) dated October 27, 1993. (bb) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. (International Fixed Income) dated October 27, 1993 (cc) Administration and Accounting Services 15 Agreement between Registrant and PFPC Inc. (Municipal Bond) dated October 27, 1993. (dd) Transfer Agency Agreement Supplement 18 (BEA Balanced and Short Duration) between Registrant and PFPC Inc. dated October 26, 1994. (ee) Administration and Accounting Services 18 Agreement between Registrant and PFPC Inc. (BEA Balanced) dated October 26, 1994. (ff) Administration and Accounting Services 18 Agreement between Registrant and PFPC Inc. (BEA Short Duration) dated October 26, 1994. (gg) Co-Administration Agreement between 18 Registrant and PFPC Inc. (Warburg Pincus Growth & Income Fund) dated August 4, 1994. (hh) Co-Administration Agreement between 18 Registrant and PFPC Inc. (Warburg Pincus Balanced Fund) dated August 4, 1994. (ii) Co-Administration Agreement between 18 Registrant and Counsellors Funds Services, Inc. (Warburg Pincus Growth & Income Fund) dated August 4, 1994. (jj) Co-Administration Agreement between 18 Registrant and Counsellors Funds Services, Inc. (Warburg Pincus Balanced Fund) dated August 4, 1994. (kk) Administrative Services Agreement Supplement 18 between Registrant and Counsellor's Fund Services, Inc. (BEA Classes) dated October 26, 1994.
12
See Note # ---------- (ll) Co-Administration Agreement between 21 Registrant and PFPC Inc. (Warburg Pincus Tax Free Fund) dated March 31, 1995. (mm) Co-Administration Agreement between 21 Registrant and Counsellors Funds Services, Inc. (Warburg Pincus Tax Free Fund) dated March 31, 1995. (nn) Transfer Agency and Service Agreement 21 between Registrant and State Street Bank and Trust Company and PFPC, Inc. dated February 1, 1995. (oo) Supplement to Transfer Agency and Service 21 Agreement between Registrant, State Street Bank and Trust Company, Inc. and PFPC dated April 10, 1995. (pp) Amended and Restated Credit Agreement dated 22 December 15, 1994. (QQ) TRANSFER AGENCY AGREEMENT SUPPLEMENT (NUMERIC MICRO CAP FUND, NUMERIC GROWTH FUND AND NUMERIC GROWTH & VALUE FUND) BETWEEN REGISTRANT AND PFPC, INC. DATED APRIL 24, 1996. (RR) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN REGISTRANT AND PFPC, INC. (NUMERIC MICRO CAP FUND) DATED APRIL 24, 1996. (SS) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN REGISTRANT AND PFPC, INC. (NUMERIC GROWTH FUND) DATED APRIL 24, 1996. (TT) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN REGISTRANT AND PFPC, INC. (NUMERIC GROWTH & VALUE FUND) DATED APRIL 24, 1996. (UU) ADMINISTRATIVE SERVICES AGREEMENT BETWEEN REGISTRANT AND COUNSELLORS FUND SERVICES, INC. (NUMERIC MICRO CAP FUND, NUMERIC GROWTH FUND AND NUMERIC GROWTH & VALUE FUND) DATED APRIL 24, 1996. (10)(a) Opinion AND Consent of Counsel. (11) Consent of Independent Accountants.
13
See Note # ---------- (12) None. (13)(a) Subscription Agreement (relating to 2 Classes A through N). (b) Subscription Agreement between Registrant 7 and Planco Financial Services, Inc., relating to Classes O and P. (c) Subscription Agreement between Registrant and 7 Planco Financial Services, Inc., relating to Class Q. (d) Subscription Agreement between Registrant 9 and Counsellors Securities Inc. relating to Classes R, S, and Alpha 1 through Theta 4. (e) Subscription Agreement between Registrant 10 and Counsellors Securities Inc. relating to Classes T, U and V. (f) Subscription Agreement between Registrant 18 and Counsellor's Securities Inc. relating to Classes BB and CC. (g) Purchase Agreement between Registrant and 21 Counsellors Securities Inc. relating to Class DD (Warburg Pincus Growth & Income Fund Series 2). (h) Purchase Agreement between Registrant and 21 Counsellors Securities Inc. relating to Class EE (Warburg Pincus Balanced Fund Series 2). (I) PURCHASE AGREEMENT BETWEEN REGISTRANT AND NUMERIC INVESTORS, L.P. RELATING TO CLASS FF (NUMERIC MICRO CAP FUND). (J) PURCHASE AGREEMENT BETWEEN REGISTRANT AND NUMERIC INVESTORS, L.P. RELATING TO CLASS GG (NUMERIC GROWTH FUND). (K) PURCHASE AGREEMENT BETWEEN REGISTRANT AND NUMERIC INVESTORS, L.P. RELATING TO CLASS HH (NUMERIC GROWTH & VALUE FUND). (14) None. (15)(a) Plan of Distribution (Sansom Street Money). 3
14
See Note # ---------- (b) Plan of Distribution (Sansom Street Tax-Free 3 Money). (c) Plan of Distribution (Sansom Street 3 Government Money). (d) Plan of Distribution (Cash Preservation 3 Money). (e) Plan of Distribution (Cash Preservation 3 Tax-Free Money). (f) Plan of Distribution (SafeGuard Equity). 3 (g) Plan of Distribution 3 (SafeGuard Fixed Income). (h) Plan of Distribution (SafeGuard Balanced). 3 (i) Plan of Distribution (SafeGuard Tax-Free). 3 (j) Plan of Distribution (SafeGuard Money). 3 (k) Plan of Distribution (SafeGuard Tax-Free Money). 3 (l) Plan of Distribution (Bedford Money). 3 (m) Plan of Distribution (Bedford Tax-Free 3 Money). (n) Plan of Distribution (Bedford Government 3 Money). (o) Plan of Distribution (Bedford New York 7 Municipal Money). (p) Plan of Distribution (SafeGuard Government 7 Securities).
15
See Note # ---------- (q) Plan of Distribution (Income Opportunities 7 High Yield). (r) Amendment No. 1 to Plans of Distribution 8 (Classes A through Q). (s) Plan of Distribution (Bradford Tax-Free 9 Money). (t) Plan of Distribution (Bradford Government 9 Money). (u) Plan of Distribution (Alpha Money). 9 (v) Plan of Distribution (Alpha Tax-Free 9 Money). (w) Plan of Distribution (Alpha Government 9 Money). (x) Plan of Distribution (Alpha New York 9 Money). (y) Plan of Distribution (Beta Money). 9 (z) Plan of Distribution (Beta Tax-Free 9 Money). (aa) Plan of Distribution (Beta Government 9 Money). (bb) Plan of Distribution (Beta New York 9 Money). (cc) Plan of Distribution (Gamma Money). 9 (dd) Plan of Distribution (Gamma Tax-Free 9 Money). (ee) Plan of Distribution (Gamma Government 9 Money). (ff) Plan of Distribution (Gamma New York 9 Money). (gg) Plan of Distribution (Delta Money). 9 (hh) Plan of Distribution (Delta Tax-Free 9 Money).
16
See Note # ---------- (ii) Plan of Distribution (Delta Government 9 Money). (jj) Plan of Distribution (Delta New York 9 Money). (kk) Plan of Distribution (Epsilon Money). 9 (ll) Plan of Distribution (Epsilon Tax-Free 9 Money). (mm) Plan of Distribution (Epsilon Government 9 Money). (nn) Plan of Distribution (Epsilon New York 9 Money). (oo) Plan of Distribution (Zeta Money). 9 (pp) Plan of Distribution (Zeta Tax-Free 9 Money). (qq) Plan of Distribution (Zeta Government 9 Money). (rr) Plan of Distribution (Zeta New York 9 Money). (ss) Plan of Distribution (Eta Money). 9 (tt) Plan of Distribution (Eta Tax-Free Money). 9 (uu) Plan of Distribution (Eta Government 9 Money). (vv) Plan of Distribution (Eta New York 9 Money). (ww) Plan of Distribution (Theta Money). 9 (xx) Plan of Distribution (Theta Tax-Free 9 Money). (yy) Plan of Distribution (Theta Government 9 Money). (zz) Plan of Distribution (Theta New York 9 Money). (aaa) Plan of Distribution (Laffer Equity). 12
17
See Note # ---------- (bbb) Plan Distribution (Warburg Pincus Growth 18 & Income Series 2). (ccc) Plan of Distribution (Warburg Pincus 18 Balanced Series 2). (16) Schedule of Computation of Performance 3 Quotations. (17) None. (18) Rule 18f-3 Plan. 21 (19) Representation of Ballard Spahr Andrews & Ingersoll pursuant to Rule 485(b) under the Securities Act of 1933.
_________________ Note # - ------ 1 Incorporated herein by reference to the same exhibit number of Registrant's Registration Statement (No. 33-20827) filed on March 24, 1988. 2 Incorporated herein by reference to the same exhibit number of Pre- Effective Amendment No. 2 to Registrant's Registration Statement (No. 33- 20827) filed on July 12, 1988. 3 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 1 to Registrant's Registration Statement (No. 33- 20827) filed on March 23, 1989. 4 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 2 to Registrant's Registration Statement (No. 33- 20827) filed on October 25, 1989. 5 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 3 to the Registrant's Registration Statement (No. 33-20827) filed on April 27, 1990. 6 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 4 to the Registrant's Registration Statement (No. 33-20827) filed on May 1, 1990. 7 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 5 to the Registrant's Registration Statement (No. 33-20827) filed on December 14, 1990. 18 Note # - ------ 8 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 6 to the Registrant's Registration Statement (No. 33-20827) filed on October 24, 1991. 9 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 7 to the Registrant's Registration Statement (No. 33-20827) filed on July 15, 1992. 10 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 8 to the Registrant's Registration Statement (No. 33-20827) filed on October 22, 1992. 11 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 9 to the Registrant's Registration Statement (No. 33-20827) filed on December 16, 1992. 12 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 11 to the Registrant's Registrant Statement (No. 33-20827) filed on June 21, 1993. 13 Incorporated herein by reference to the same exhibit number Post-Effective Amendment No. 12 to the Registrant's Registration Statement (No. 33-20827) filed on July 27, 1993. 14 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 13 to the Registrant's Registration Statement (No. 33-20827) filed on October 29, 1993. 15 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 14 to the Registrant's Registration Statement (No. 33-20827) filed on December 21, 1993. 16 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 19 to the Registrant's Registration Statement (No. 33-20827) filed on October 14, 1994. 17 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 20 to the Registrant's Registration Statement (No. 33-20827) filed on October 21, 1994. 18 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 21 to the Registrant's Registration Statement (No. 33-20827) filed on October 28, 1994. 19 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 22 to the Registrant's Registration Statement (No. 33-20827) filed on December 19, 1994. 19 20 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 27 to the Registrant's Registration Statement (No. 33-20827) filed on March 31, 1995. 21 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 28 to the Registrant's Registration Statement (No. 33-20827) filed on October 6, 1995. 22 Incorporated herein by reference to the same exhibit number of Post- Effective Amendment No. 29 to the Registrant's Registration Statement (No. 33-20827) filed on October 25, 1995. Item 25. Persons Controlled by or under Common Control with Registrant None. Item 26. Number of Holders of Securities
The following information is given as of MAY 7, 1996.
Title of Class of Common Stock Number of Record Holders ------------------------------ ------------------------ a) RBB Money Market 11 B) RBB Municipal Money Market 2 C) Cash Preservation Money MARKET 35 D) Cash Preservation Municipal Money MARKET 68 E) Sansom Street Money Market 3 F) Sansom Street Municipal Money Market 0 G) Sansom Street Government Obligations Money Market 0 H) Bedford Money MARKET 97,056 I) Bedford Municipal Money MARKET 4,759 J) Bedford Government Obligations MONEY Market 3,665 K) Bedford New York Municipal Money MARKET 2,880 L) RBB Government SECURITIES 564 M) Bradford Municipal Money Market 1 N) Bradford Government Obligations Money Market 1 O) BEA International EQUITY 197 P) BEA High YIELD 45 Q) BEA Emerging Markets EQUITY 37 R) BEA U.S. Core EQUITY 68 S) BEA U.S. Core Fixed INCOME 49 T) BEA U.S. Global Fixed Income 11 U) BEA Municipal Bond FUND 34 V) BEA Short Duration 0 W) BEA Balanced 0 X) Janney Montgomery Scott Money Market 1
20
Title of Class of Common Stock Number of Record Holders ------------------------------ ------------------------ Y) Janney Montgomery Scott Municipal Money Market 1 Z) Janney Montgomery Scott Government Obligations Money Market 1 AA) Janney Montgomery Scott New York Municipal Money Market 1
Item 27. Indemnification --------------- Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and 1(c), provide as follows: Section 1. To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its shareholders for damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted. Section 2. The Corporation shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Corporation shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law. The Board of Directors may by By-law, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the fullest extent permitted by the Maryland General Corporation Law. Section 3. No provision of this Article shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad 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. 21 Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 28. Business and Other Connections of Investment Adviser ---------------------------------------------------- Information as to any other business, profession, vocation or employment of a substantial nature in which any directors and officers of PIMC, BEA, and Warburg are, or at any time during the past two (2) years have been, engaged for their own accounts or in the capacity of director, officer, employee, partner or trustee is incorporated herein by reference to Schedules A and D of PIMC's Form ADV (File No. 801-13304) filed on March 28, 1993, Schedules B and D of BEA's Form ADV (File No. 801-37170) filed on March 30, 1993, and Schedules A and D of Warburg's Form ADV (File No. 801-07321) filed on August 28, 1992, respectively. There is set forth below information as to any other business, profession, vocation or employment of a substantial nature in which each director or officer of PNC Bank, National Association (successor by merger to Provident National Bank) ("PNC Bank"), is, or at any time during the past two years has been, engaged for his own account or in the capacity of director, officer, employee, partner or trustee. PNC BANK, NATIONAL ASSOCIATION Directors and Officers To the knowledge of Registrant, none of the directors or officers of PNC except those set forth below, is or has been, at any time during the past two years, engaged in any other business, profession, vocation or employment of a substantial nature, except that certain directors and officers of PNC Bank also hold various positions with, and engage in business for, PNC Bank Corp. (formerly PNC Financial Corp), which owns all the outstanding stock of PNC Bank, or other subsidiaries of PNC Bank Corp. Set forth below are the names and principal businesses of the directors and certain of the senior 22 executive officers of PNC Bank who are engaged in any other business, profession, vocation or employment of substantial nature. 23 PNC BANK, NATIONAL ASSOCIATION
Position with PNC Bank, National Other Business Type of Association Name Connections Business - ------------------ ---------------------- ------------------------------ ------------- Director B.R. Brown President and C.E.O. of Coal Consol, Inc. Pittsburgh, PA (22) Director Constance E. Clayton Superintendent of Schools Educator The School District of Philadelphia Philadelphia, PA (23) Director F. Eugene Dixon, Jr. Private Trustee Trustee Lafayette Hill, PA (24) Director A. James Freeman Vice Chairman and C.E.O. Manufacturing Lord Corporation Erie, PA (25) Director Banking Marine Bank Erie, PA (26) Director Dr. Stuart Heydt President and C.E.O. Medical Geisinger Foundation Danville, PA (27) Director Edward P. Junker, III Chairman and C.E.O. Banking Marine Bank Erie, PA (26) Director Thomas A. McConomy President, C.E.O. and Manufacturing Chairman, Calgon Carbon Corporation Pittsburgh, PA (28) Director Robert C. Milsom Retired Pittsburgh, PA* Director Thomas H. O'Brien Chairman and C.E.O. Bank Holding PNC Bank Corp. (14) Director Dr. J. Dennis O'Connor Chancellor Education University of Pittsburgh Pittsburgh, PA (29)
24
Position with PNC Bank, National Other Business Type of Association Name Connections Business - ------------------ ---------------------- ------------------------------ ------------- Director Rocco A. Ortenzio Chairman and C.E.O. Medical Continental Medical Systems, Inc. Mechanicsburg, PA (30) Director Robert C. Robb, Jr. Partner Financial and Lewis, Eckert, Robb & Management Company Consultants Plymouth Meeting, PA (31) Director Daniel M. Rooney President, Pittsburgh Football Steelers Football Club of the National Football League Pittsburgh, PA (32) Director Seth E. Schofield Chairman, President and Airline C.E.O. USAir Group, Inc. and USAir, Inc. Arlington, VA (33) Director Robert M. Valentini President and C.E.O. Bell of Communica- Pennsylvania and Chairman tions Network Policy Council of Bell Atlantic Corporation Philadelphia, PA (34) President and James E. Rohr President Bank Chief Executive PNC Bank Corp. Holding Officer (14) Company President and Bruce E. Robbins None. Chief Executive Officer of PNC Bank, National Association, Pittsburgh Senior Executive Edward V. Randall, Jr. None. Vice President Executive J. Richard Carnall Director Banking Vice President PNC National Bank (2) Chairman and Director Financial- PFPC Inc. (3) Related Services
25
Position with PNC Bank, National Other Business Type of Association Name Connections Business - ------------------ ---------------------- ------------------------------ ------------- Director PNC Trust Company Fiduciary of New York (11) Activities Director Equipment Hayden Bolts, Inc.* Leasing Director, Real Estate Parkway Real Estate Company* Director Investment Provident Capital Advisory Management, Inc. (5) Director Investment Advanced Investment Advisory Management, Inc. (15) Executive Richard C. Caldwell Director Banking Vice President PNC National Bank (2) Director Investment Provident Capital Advisory Management, Inc. (5) Director Fiduciary PNC Trust Company Activities of New York (11) Executive Vice President Bank Holding PNC Bank Corp. (14) Company Director Investment Advanced Investment Advisory Management, Inc. (15) Director Banking PNC Bank, New Jersey, New Jersey, National Association (16) Director Financial- PFPC Inc. (3) Related Services Executive Vice Herbert G. None. President Summerfield, Jr.
26
Position with PNC Bank, National Other Business Type of Association Name Connections Business - ------------------ ---------------------- ------------------------------ ------------- Executive Vice Joe R. Irwin None. President President and Richard L. Smoot Senior Vice President Banking Chief Executive Operations Officer of PNC PNC Bank Corp. (20) Bank, National Association, Director Fiduciary Philadelphia PNC Trust Company of Activities New York (11) Director Investment PNC Institutional Advisory Management Corporation (28) Director Financial PFPC Inc. (3) Related Services Executive Vice W. Herbert Crowder, III None. President Executive Vice Walter L. West None. President Senior Vice George Lula None. President Secretary William F. Strome Director International PNC Bank International (35) Banking Services Managing General Counsel Bank Holding and Senior Vice President Company PNC Bank Corp. Senior Vice James P. Conley None. President/ Credit Policy
____________________ * For more information, contact William F. Strome, PNC Bank, National Association, Broad and Chestnut Streets, Philadelphia, PA 19101. (1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103. (2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809. (3) PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809. 27 (4) PNC Service Corp, 103 Bellevue Parkway, Wilmington, DE 19809. (5) Provident Capital Management, Inc., 30 S. 17th Street, Site 1500, Philadelphia, PA 19103. (6) PNC National Investment Corporation, Broad and Chestnut Streets, Philadelphia, PA 19101. (7) Provident Realty Management, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101. (8) Provident Realty, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101. (9) PNC Bancorp, Inc. 3411 Silverside Park, Wilmington, DE 19810 (10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604, Cherry Hill, NJ 08034. (11) PNC Trust Company of New York, 40 Broad Street, New York, NY 10084. (12) Provcor Properties, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101. (13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809. (14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA 15265. (15) Advanced Investment Management, Inc., 27th Floor, One Oliver Plaza, Pittsburgh, PA 15265. (16) PNC Bank of New Jersey, National Association, Woodland Falls Corporate Park, 210 Lake Drive East, Cherry Hill, NJ 08002. (17) PNC Institutional Management Corporation, 400 Bellevue Parkway, Wilmington, DE 19809. (18) Provident National Leasing Corporation, Broad and Chestnut Streets, Philadelphia, PA 19101 (19) Provident National Bank Corp. New Jersey, 1 Centennial Square, Haddonfield, NJ 08033 (20) The Clayton Bank and Trust Company, Clayton, DE 19938 (21) Keystone Life Insurance Company, 1207 Chestnut Street, Philadelphia, PA 19107-4101 (22) Consol, Inc., Consol Plaza, Pittsburgh, PA 15241 (23) School District of Philadelphia, 21 Street and The Parkway, Philadelphia, PA 19103-1099 (24) F. Eugene Dixon, Jr., Private Trustee, 665 Thomas Road, Lafayette Hill, PA 19444-0178 (25) Lord Corporation, 2000 W. Grandview Boulevard, Erie, PA 16514 (26) Marine Bank, Ninth and State Streets, Erie, PA 16553 (27) Geisinger Foundation, 100 N. Academy Avenue, Danville, PA 17822 (28) Calgon Carbon Corporation, P.O. Box 717, Pittsburgh, PA 15230-0717 (29) University of Pittsburgh, 107 Cathedral of Learning, Pittsburgh, PA 15260 (30) Continental Medical Systems, Inc., P.O. Box 715, Mechanicsburg, PA 17055 (31) Lewis, Eckert, Robb & Company, 425 One Plymouth Meeting, Plymouth Meeting, PA 19462 (32) Football Club of the National Football League, 300 Stadium Circle, Pittsburgh, PA 15212 (33) USAir Group, Inc. and USAir, Inc., 2345 Crystal Drive, Arlington, VA 22227 (34) Bell of Pennsylvania, One Parkway, Philadelphia, PA 19102 (35) PNC Bank International, 5th and Wood Streets, Pittsburgh, PA 15222 28 Item 29. Principal Underwriter --------------------- (a) Counsellors Securities Inc. (the "Distributor") acts as distributor for the following investment companies: Warburg, Pincus Cash Reserve Fund Warburg, Pincus New York Tax Exempt Fund Warburg, Pincus New York Municipal Bond Fund Warburg, Pincus Intermediate Maturity Government Fund Warburg, Pincus Fixed Income Fund Warburg, Pincus Global Fixed Income Fund Warburg, Pincus Capital Appreciation Fund Warburg, Pincus Emerging Growth Fund Warburg, Pincus International Equity Fund Warburg, Pincus Japan OTC Fund Counsellors Tandem Securities Fund Warburg Pincus Growth & Income Fund Warburg Pincus Balanced Fund Warburg Pincus Tax Free Fund The Distributor acts as a principal underwriter, depositor or investment adviser for the following investment companies: None other than Registrant and companies listed above. (b) Information for each director or officer of the Distributor is set forth below:
Name and Principal Positions and Offices Positions and Offices Business Address with the Distributor with Registrant - ------------------ --------------------- ------------------ John L. Vogelstein Director 466 Lexington Avenue New York, New York 10017 Lionel I. Pincus Director 466 Lexington Avenue New York, New York 10017 Reuben S. Leibowitz Director, 466 Lexington Avenue President and Chief New York, New York 10017 Financial Officer John L. Furth Director 466 Lexington Avenue New York, New York 10017 Arnold M. Reichman Vice President, Director 466 Lexington Avenue Secretary and New York, New York 10017 Chief Operating Officer
29 Roger Reinlieb Vice President 466 Lexington Avenue New York, New York 10017 Karen Amato Assistant Secretary 466 Lexington Avenue New York, New York 10017 Stephen Distler Treasurer 466 Lexington Avenue New York, New York 10017
(c) Information as to commissions and other compensation received by the principal underwriter is set forth below.
Net Name of Underwriting Compensation Principal Discounts and on Redemption Brokerage Other Underwriter Commissions and Repurchase Commissions Compensation - ------------- ------------- -------------- ----------- ------------ Counsellors $0 $0 $0 $0 Securities Inc.
Item 30. Location of Accounts and Records -------------------------------- (1) PNC Bank, National Association (successor by merger to Provident National Bank), Broad and Chestnut Street, Philadelphia, PA 19101 (records relating to its functions as sub-adviser and custodian). (2) Counsellors Securities Inc., 466 Lexington Avenue, New York, New York 10017 (records relating to its functions as distributor). (3) PNC Institutional Management Corporation (formerly Provident Institutional Management Corporation), Bellevue Corporate Center, 103 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as investment adviser, sub-adviser and administrator). (4) PFPC Inc. (formerly Provident Financial Processing Corporation), Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as transfer agent and dividend disbursing agent). (5) Ballard Spahr Andrews & Ingersoll, 1735 Market Street - 51st Floor, Philadelphia, Pennsylvania 19103 (Registrant's Articles of Incorporation, By-Laws and Minute Books). 30 (6) BEA Associates, One Citicorp Center, 153 East 53rd Street, New York, New York 10022 (records relating to its function as investment adviser). (7) Warburg, Pincus Counsellors, Inc., 466 Lexington Avenue, New York, New York 10017-3147 (records relating to its functions as investment adviser). Item 31. Management Services ------------------- None. Item 32. Undertakings ------------ (a) Registrant hereby undertakes to hold a meeting of shareholders for the purpose of considering the removal of directors in the event the requisite number of shareholders so request. (B) REGISTRANT HEREBY UNDERTAKES TO FILE A POST-EFFECTIVE AMENDMENT, -- ---------------------------------------------------------------- USING UNAUDITED FINANCIAL STATEMENTS FOR EACH OF THE NUMERIC MICRO ------------------------------------------------------------------ CAP FUND, NUMERIC GROWTH FUND AND NUMERIC GROWTH & VALUE FUND ------------------------------------------------------------- WHICH NEED NOT BE CERTIFIED, WITHIN FOUR TO SIX MONTHS FROM ----------------------------------------------------------- EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. ---------------------------------------------- 31 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 pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, and State of Delaware, on May 10, 1996. THE RBB FUND, INC. By: /s/ Edward J. Roach --------------------- Edward J. Roach President and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment to Registrant's Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date - ------------------------- ------------------------- ---------------- /s/ Edward J. Roach President (Principal MAY 10, 1995 - ------------------------- Executive Officer) and Edward J. Roach Treasurer (Principal Financial and Accounting Officer) /s/ Donald van Roden Director MAY 10, 1995 - ------------------------- Donald van Roden /s/ Francis J. McKay Director MAY 10, 1995 - ------------------------- Francis J. McKay /s/ Marvin E. Sternberg Director MAY 10, 1995 - ------------------------- Marvin E. Sternberg /s/ Julian A. Brodsky Director MAY 10, 1995 - ------------------------- Julian A. Brodsky /s/ Arnold M. Reichman Director MAY 10, 1995 - ------------------------- Arnold M. Reichman /s/ Robert Sablowsky Director MAY 10, 1995 - ------------------------- Robert Sablowsky
33 THE RBB FUND, INC. RBB CLASSES WARBURG PINCUS CLASSES WARBURG PINCUS SERIES 2 CLASSES CASH PRESERVATION CLASSES SANSOM STREET CLASSES BEDFORD CLASSES BRADFORD CLASSES BEA CLASSES JANNEY (ALPHA) CLASSES NUMERIC CLASSES BETA CLASSES GAMMA CLASSES DELTA CLASSES EPSILON CLASSES ZETA CLASSES ETA CLASSES THETA CLASSES EXHIBIT INDEX -------------
Exhibit Page See Note # - --------- ---- ---------- (1)(p) Form of Articles of Supplementary of Registrant (2)(C) BY-LAWS AMENDED THROUGH APRIL 24, 1996 - ---------------------------------------------------- (5)(NN) INVESTMENT ADVISORY AGREEMENT (NUMERIC - ---------------------------------------------------- MICRO CAP FUND) BETWEEN REGISTRANT AND -------------------------------------- NUMERIC INVESTORS, L.P. ----------------------- (OO) INVESTMENT ADVISORY AGREEMENT (NUMERIC -------------------------------------------------- GROWTH FUND) BETWEEN REGISTRANT AND ----------------------------------- NUMERIC INVESTORS, L.P. ----------------------- (PP) INVESTMENT ADVISORY AGREEMENT (NUMERIC ------------------------------------------------- GROWTH & VALUE FUND) BETWEEN REGISTRANT --------------------------------------- AND NUMERIC INVESTORS, L.P. --------------------------- (6)(DD) DISTRIBUTION AGREEMENT SUPPLEMENT NUMERIC - ------------------------------------------------------- CLASSES (CLASSES FF, GG AND HH). -------------------------------- (8)(L) FORM OF CUSTODY AGREEMENT BETWEEN THE REGISTRANT AND - ------------------------------------------------------------------ CUSTODIAL TRUST COMPANY AND ON BEHALF OF NUMERIC MICRO ------------------------------------------------------ CAP FUND, NUMERIC GROWTH FUND AND NUMERIC GROWTH & -------------------------------------------------- VALUE FUND, PORTFOLIOS OF THE REGISTRANT. ----------------------------------------- (9)(QQ) TRANSFER AGENCY AGREEMENT SUPPLEMENT (NUMERIC - ----------------------------------------------------------- GROWTH FUND AND NUMERIC GROWTH & VALUE FUND) -------------------------------------------- BETWEEN REGISTRANT AND PFPC, INC. DATED --------------------------------------- APRIL 24, 1996. --------------- (RR) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT ----------------------------------------------------------- BETWEEN REGISTRANT AND PFPC, INC. (NUMERIC MICRO ------------------------------------------------ CAP FUND) DATED APRIL 24, 1996. ------------------------------- (SS) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT ----------------------------------------------------------- BETWEEN REGISTRANT AND PFPC, INC. (NUMERIC GROWTH ------------------------------------------------- FUND) DATED APRIL 24, 1996. ---------------------------
34 (TT) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT ----------------------------------------------------------- BETWEEN REGISTRANT AND PFPC, INC. (NUMERIC GROWTH ------------------------------------------------- & VALUE FUND) DATED APRIL 24, 1996. ----------------------------------- (UU) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT ------------------------------------------------------------ BETWEEN REGISTRANT AND COUNSELLORS FUND SERVICES, ------------------------------------------------- INC. (NUMERIC MICRO CAP FUND, NUMERIC GROWTH FUND ------------------------------------------------- AND NUMERIC GROWTH & VALUE FUND) DATED APRIL 24, 1996. ------------------------------------------------------ (10)(A) OPINION AND Consent of Counsel - ------------------------- (11) Consent of Independent Accountants (13(I) PURCHASE AGREEMENT BETWEEN REGISTRANT AND NUMERIC - --------------------------------------------------------------- INVESTORS, L.P. RELATING TO CLASS FF (NUMERIC --------------------------------------------- MICRO CAP FUND) --------------- (J) PURCHASE AGREEMENT BETWEEN REGISTRANT AND NUMERIC ------------------------------------------------------------- INVESTORS, L.P. RELATING TO CLASS GG (NUMERIC --------------------------------------------- GROWTH FUND) ------------ (K) PURCHASE AGREEMENT BETWEEN REGISTRANT AND NUMERIC ------------------------------------------------------------- INVESTORS, L.P. RELATING TO CLASS HH (NUMERIC --------------------------------------------- GROWTH & VALUE FUND) -------------------- (19) Representation of Ballard Spahr Andrews & Ingersoll pursuant to Rule 485(b) under the Securities Act of 1933.
35 EX-1.P 2 SUPPLEMENTARY ARTICLES Exhibit (1)(p) THE RBB FUND, INC. ARTICLES SUPPLEMENTARY TO THE CHARTER THE RBB FUND, INC., a Maryland corporation having its principal office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Corporation, an open-end investment company registered under the Investment Company Act of 1940, as amended, and having authorized capital of thirty billion (30,000,000,000) shares of common stock, par value $.001 per share, has adopted a unanimous resolution increasing the number of shares of common stock that are classified (but not increasing the aggregate number of authorized shares) into separate classes by: classifying an additional fifty million (50,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, with an aggregate par value of fifty thousand dollars ($50,000), as Class FF Common Stock (Numeric Micro Cap Fund); classifying an additional fifty million (50,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, with an aggregate par value of fifty thousand dollars ($50,000), as Class GG Common Stock (Numeric Growth Fund); classifying an additional fifty million (50,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, with an aggregate par value of fifty thousand dollars ($50,000), as Class HH Common Stock (Numeric Growth & Value Fund); SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows: A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions or redemption of each class of common stock of the Corporation is set forth in Article VI, Section (6) of the Corporation's Charter, and has not been changed by the Board of Directors of the Corporation. THIRD: The shares aforesaid have been duly classified by the Board of Directors of the Corporation pursuant to authority and power contained in the charter of the Corporation. 2 FOURTH: Immediately before the increase in the number of shares of common stock that have been classified into separate classes: (a) the Corporation had authority to issue thirty billion (30,000,000,000) shares of its common stock and the aggregate par value of all the shares of all classes was thirty million dollars ($30,000,000); (b) the number of shares of each authorized class of common stock was as follows: Class A - one hundred million (100,000,000), par value $.001 per share; Class B - one hundred million (100,000,000), par value $.001 per share; Class C - one hundred million (100,000,000), par value $.001 per share; Class D - one hundred million (100,000,000), par value $.001 per share; Class E - five hundred million (500,000,000), par value $.001 per share; Class F - five hundred million (500,000,000), par value $.001 per share; Class G - five hundred million (500,000,000), par value $.001 per share; Class H - five hundred million (500,000,000), par value $.001 per share; Class I - one billion (1,000,000,000), par value $.001 per share; Class J - five hundred million (500,000,000), par value $.001 per share; Class K - five hundred million (500,000,000), par value $.001 per share; Class L - one billion five hundred million (1,500,000,000), par value $.001 per share; Class M - five hundred million (500,000,000), par value $.001 per share; Class N - five hundred million (500,000,000), par value $.001 per share; 3 Class O - five hundred million (500,000,000), par value $.001 per share; Class P - one hundred million (100,000,000), par value $.001 per share; Class Q - one hundred million (100,000,000), par value $.001 per share; Class R - five hundred million (500,000,000), par value $.001 per share; Class S - five hundred million (500,000,000), par value $.001 per share; Class T - five hundred million (500,000,000), par value $.001 per share; Class U - five hundred million (500,000,000), par value $.001 per share; Class V - five hundred million (500,000,000), par value $.01 per share; Class W - one hundred million (100,000,000), par value $.001 per share; Class X - fifty million (50,000,000), par value $.001 per share; Class Y - fifty million (50,000,000), par value $.001 per share; Class Z - fifty million (50,000,000), par value $.001 per share; Class AA - fifty million (50,000,000), par value $.001 per share; Class BB - fifty million (50,000,000), par value $.001 per share; Class CC - fifty million (50,000,000), par value $.001 per share; Class DD - one hundred million (100,000,000), par value $.001 per share; Class EE - one hundred million (100,000,000), par value $.001 per share; Class Alpha 1 - seven hundred million (700,000,000), par value $.001 per share; Class Alpha 2 - two hundred million (200,000,000), par value $.001 per share; Class Alpha 3 - five hundred million (500,000,000), par value $.001 per share; Class Alpha 4 - one hundred million (100,000,000), par value $.001 per share; 4 Class Beta 1 - one million (1,000,000), par value $.001 per share; Class Beta 2 - one million (1,000,000), par value $.001 per share; Class Beta 3 - one million (1,000,000), par value $.001 per share; Class Beta 4 - one million (1,000,000), par value $.001 per share; Class Gamma 1 - one million (1,000,000), par value $.001 per share; Class Gamma 2 - one million (1,000,000), par value $.001 per share; Class Gamma 3 - one million (1,000,000), par value $.001 per share; Class Gamma 4 - one million (1,000,000), par value $.001 per share; Class Delta 1 - one million (1,000,000), par value $.001 per share; Class Delta 2 - one million (1,000,000), par value $.001 per share; Class Delta 3 - one million (1,000,000), par value $.001 per share; Class Delta 4 - one million (1,000,000), par value $.001 per share; Class Epsilon 1 - five hundred million (1,000,000), par value $.001 per share; Class Epsilon 2 - one million (1,000,000), par value $.001 per share; Class Epsilon 3 - one million (1,000,000), par value $.001 per share; Class Epsilon 4 - one million (1,000,000), par value $.001 per share; Class Zeta 1 - one million (1,000,000), par value $.001 per share; Class Zeta 2 - one million (1,000,000), par value $.001 per share; Class Zeta 3 - one million (1,000,000), par value $.001 per share; Class Zeta 4 - one hundred million (1,000,000), par value $.001 per share; Class Eta 1 - one million (1,000,000), par value $.001 per share; 5 Class Eta 2 - one million (1,000,000) par value $.001 per share; Class Eta 3 - one million (1,000,000), par value $.001 per share; Class Eta 4 - one million (1,000,000), par value $.001 per share; Class Theta 1 - one million (1,000,000), par value $.001 per share; Class Theta 2 - one million (1,000,000), par value $.001 per share; Class Theta 3 - one million (1,000,000), par value $.001 per share; and Class Theta 4 - one million (1,000,000), par value $.001 per share, for a total of twelve billion two hundred twenty-eight million (12,228,000,000) shares classified into separate classes of common stock. After the increase in the number of shares of common stock that have been classified into separate classes: (c) the Corporation has the authority to issue thirty billion (30,000,000,000) shares of its common stock and the aggregate par value of all the shares of all classes is now thirty million dollars ($30,000,000); and (d) the number of authorized shares of each class is now as follows: Class A - one hundred million (100,000,000), par value $.001 per share; Class B - one hundred million (100,000,000), par value $.001 per share; Class C - one hundred million (100,000,000), par value $.001 per share; Class D - one hundred million (100,000,000), par value $.001 per share; Class E - five hundred million (500,000,000), par value $.001 per share; Class F - five hundred million (500,000,000), par value $.001 per share; 6 Class G - five hundred million (500,000,000), par value $.001 per share; Class H - five hundred million (500,000,000), par value $.001 per share; Class I - one billion (1,000,000,000), par value $.001 per share; Class J - five hundred million (500,000,000), par value $.001 per share; Class K - five hundred million (500,000,000), par value $.001 per share; Class L - one billion five hundred million (1,500,000,000), par value $.001 per share; Class M - five hundred million (500,000,000), par value $.001 per share; Class N - five hundred million (500,000,000), par value $.001 per share; Class O - five hundred million (500,000,000), par value $.001 per share; Class P - one hundred million (100,000,000), par value $.001 per share; Class Q - one hundred million (100,000,000), par value $.001 per share; Class R - five hundred million (500,000,000), par value $.001 per share; Class S - five hundred million (500,000,000), par value $.001 per share; Class T - five hundred million (500,000,000), par value $.001 per share; Class U - five hundred million (500,000,000), par value $.001 per share; Class V - five hundred million (500,000,000), par value $.001 per share; Class W - one hundred million (100,000,000), par value $.001 per share; Class X - fifty million (50,000,000), par value $.001 per share; Class Y - fifty million (50,000,000), par value $.001 per share; Class Z - fifty million (50,000,000), par value $.001 per share; Class AA - fifty million (50,000,000), par value $.001 per share; 7 Class BB - fifty million (50,000,000), par value $.001 per share; Class CC - fifty million (50,000,000), par value $.001 per share; Class DD - one hundred million (100,000,000), par value $.001 per share; Class EE - one hundred million (100,000,000), par value $.001 per share; Class FF - fifty million (50,000,000), par value $.001 per share; Class GG - fifty million (50,000,000), par value $.001 per share; Class HH - fifty million (50,000,000), par value $.001 per share; Class Alpha 1 - seven hundred million (700,000,000), par value $.001 per share; Class Alpha 2 - two hundred million (200,000,000), par value $.001 per share; Class Alpha 3 - five hundred million (500,000,000), par value $.001 per share; Class Alpha 4 - one hundred million (100,000,000), par value $.001 per share; Class Beta 1 - one million (1,000,000), par value $.001 per share; Class Beta 2 - one million (1,000,000), par value $.001 per share; Class Beta 3 - one million (1,000,000), par value $.001 per share; Class Beta 4 - one million (1,000,000), par value $.001 per share; Class Gamma 1 - one million (1,000,000), par value $.001 per share; Class Gamma 2 - one million (1,000,000), par value $.001 per share; Class Gamma 3 - one million (1,000,000), par value $.001 per share; Class Gamma 4 - one million (1,000,000), par value $.001 per share; Class Delta 1 - one million (1,000,000), par value $.001 per share; Class Delta 2 - one million (1,000,000), par value $.001 per share; 8 Class Delta 3 - one million (1,000,000), par value $.001 per share; Class Delta 4 - one million (1,000,000), par value $.001 per share; Class Epsilon 1 - one million (1,000,000), par value $.001 per share; Class Epsilon 2 - one million (1,000,000), par value $.001 per share; Class Epsilon 3 - one million (1,000,000), par value $.001 per share; Class Epsilon 4 - one million (1,000,000), par value $.001 per share; Class Zeta 1 - one million (1,000,000), par value $.001 per share; Class Zeta 2 - one million (1,000,000), par value $.001 per share; Class Zeta 3 - one million (1,000,000), par value $.001 per share; Class Zeta 4 - one million (1,000,000), par value $.001 per share; Class Eta 1 - one million (1,000,000), par value $.001 per share; Class Eta 2 - one million (1,000,000) par value $.001 per share; Class Eta 3 - one million (1,000,000), par value $.001 per share; Class Eta 4 - one million (1,000,000), par value $.001 per share; Class Theta 1 - one million (1,000,000), par value $.001 per share; Class Theta 2 - one million (1,000,000), par value $.001 per share; Class Theta 3 - one million (1,000,000), par value $.001 per share; Class Theta 4 - one million (1,000,000), par value $.001 per share; for a total of twelve billion three hundred seventy-eight million (12,378,000,000) shares classified into separate classes of common stock. 9 IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed and attested in its name and on its behalf by its President and Secretary on __________, 1996. THE RBB FUND, INC. ATTEST: By: - ------------------------ --------------------------- Morgan R. Jones Edward J. Roach Secretary President 10 THE UNDERSIGNED, President of The RBB Fund, Inc., who executed on behalf of said corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. -------------------------------- Edward J. Roach President 11 EX-2.C 3 BY-LAWS Exhibit 2(c) BY-LAWS OF THE RBB FUND, INC. Adopted August 16, 1988 ARTICLE I Offices ------- Section 1. Principal Office. The principal office of the Corporation ---------------- shall be in the City of Baltimore, State of Maryland. Section 2. Principal Executive Office. The principal executive office of -------------------------- the Corporation shall be in the City of Paoli, Commonwealth of Pennsylvania. Section 3. Other Offices. The Corporation may have such other offices in ------------- such places as the Board of Directors may from time to time determine. ARTICLE II Meetings of Shareholders ------------------------ Section 1. No Annual Meeting Required. No Annual Meeting of shareholders -------------------------- of the Corporation shall be held unless required by applicable law or otherwise determined by the Board of Directors. Any Annual Meeting shall be held on such date and at such time and place as the Board of Directors may designate. [As Amended July 25, 1989] Section 2. Special Meetings. Special meetings of the shareholders, unless ---------------- otherwise provided by law or by the Articles of Incorporation may be called for any purpose or purposes by a majority of the Board of Directors or the President, and shall be called by the President or Secretary on the written request of the shareholders (i) as provided by the Maryland General Corporation Law and (ii) to remove a director upon written request of shareholders owning at least 10% of all the outstanding shares of the Corporation. Such request shall state the purpose or purposes of the proposed meeting and the matters proposed to be acted on at it; provided, however, that with respect to clause (i) of this -------- ------- Section's first sentence, unless requested by shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the shareholders held during the preceding 12 months. [As Amended October 24, 1989] Section 3. Place of Meetings. The regular meeting, if any, and any ----------------- special meeting of the shareholders shall be held at such place within the United States as the Board of Directors may from time to time determine. Section 4. Notice of Meetings; Waiver of Notice; Shareholder List. (a) ------------------------------------------------------ Notice of the place, date and time of the holding of each regular and special meeting of the shareholders and the purpose or purposes of the meeting shall be given personally or by mail, not less than ten nor more than ninety days before the date of such meeting, to each shareholder entitled to vote at such meeting and to each other shareholder entitled to notice of the meeting. Notice by mail shall be deemed to be duly given when deposited in the United States mail addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. The notice of every meeting of shareholders may be accompanied by a form of proxy approved by the Board of Directors in favor of such actions or persons as the Board of Directors may select. (b) Notice of any meeting of shareholders shall be deemed waived by any shareholder who shall attend such meeting in person or by proxy, or who shall, either before or after the meeting, submit a signed waiver of notice which is filed with the records of the meeting. A meeting of shareholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date. (c) At least five (5) days prior to each meeting of shareholders, the officer or agent having charge of the share transfer books of the Corporation shall make a complete list of shareholders entitled to vote at such meeting, in alphabetical order with the address of and the number of shares held by each shareholder. Section 5. Organization. At each meeting of the shareholders, the ------------ Chairman of the Board (if one has been designated by the Board), or in his absence or inability to act, the President, or in the absence or inability to act of the Chairman of the Board and the President, a Vice President, or in the absence or the inability to act of the Chairman of the Board, the President and all the Vice Presidents, a chairman chosen by the shareholders shall act as chairman of the meeting. The Secretary, or in his 2 absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Section 6. Voting. (a) Except as otherwise provided by statute or the ------ Articles of Incorporation, each holder of record of shares of the Corporation having voting power shall be entitled at each meeting of the shareholders to one vote for every share standing in his name on the record of shareholders of the Corporation as of the record date determined pursuant to Section 5 of Article VI hereof or if such record date shall not have been so fixed, then at the later of (i) the close of business on the day on which notice of the meeting is mailed or (ii) the thirtieth (30) day before the meeting. In all elections for Directors, each share of share may be voted for as many individuals as there are Directors to be elected and for whose election the share is entitled to be voted. (b) Each shareholder entitled to vote at any meeting of shareholders may authorize another person or persons to act for him or her by a proxy signed by such shareholder or his or her authorized agent, as provided by Maryland law. No proxy shall be valid after the expiration of eleven months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except in those cases where such proxy states that it is irrevocable and where an irrevocable proxy is permitted by law. Except as otherwise provided by statute, the Articles of Incorporation or these By-Laws, any corporate action to be taken by vote of the shareholders shall be authorized by a majority of the total votes cast at a meeting of shareholders at which a quorum is present by the holders of shares present in person or represented by proxy and entitled to vote on such action, except that a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a Director. [As Amended April 24, 1996] (c) If a vote shall be taken on any question other than the election of Directors which shall be by written ballot, then unless required by statute or these By-Laws or determined by the chairman of the meeting to be advisable, any such vote need not be by ballot. On a vote by ballot, each ballot shall be signed by the shareholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted. Section 7. Inspectors. The Board may, in advance of any meeting of ---------- shareholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any shareholder entitled to vote at the meeting shall, appoint 3 inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the chairman of the meeting or any shareholder entitled to vote at it, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No Director or candidate for the office of Director shall act as inspector of an election of Directors. Inspectors need not be shareholders. Section 8. Consent of Shareholders in Lieu of Meeting. Except as ------------------------------------------ otherwise provided by statute, any action required to be taken at any regular or special meeting of shareholders or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if the following are filed with the records of shareholders' meetings: (i) a unanimous written consent which sets forth the action and is signed by each shareholder entitled to vote on the matter and (ii) a written waiver of any right to dissent signed by each shareholder entitled to notice of the meeting but not entitled to vote at it. ARTICLE III Board of Directors ------------------ Section 1. General Powers. Except as otherwise provided in the Articles -------------- of Incorporation, the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. All powers of the Corporation may be exercised by or under authority of the Board of Directors except as conferred on or reserved to the shareholders by law or by the Articles of Incorporation or these By-Laws. Section 2. Number of Directors. The number of Directors shall be fixed ------------------- from time to time by resolution of the Board of Directors adopted by a majority of the Directors then in office; provided, however, that the number of Directors shall in no event be less than three (except for any period during which shares of the Corporation are held by fewer than three shareholders) nor 4 more than fifteen. Any vacancy created by an increase in Directors may be filled in accordance with Section 6 of this Article III. No reduction in the number of Directors shall have the effect of removing any Director from office prior to the expiration of his term unless such Director is specifically removed pursuant to Section 5 of this Article III at the time of such decrease. Directors need not be shareholders. Section 3. Election and Term of Directors. Directors shall be elected by ------------------------------ majority vote of a quorum cast by written ballot at the regular meeting of shareholders, if any, or at a special meeting held for that purpose. The term of office of each Director shall be from the time of his election and qualification and until his successor shall have been elected and shall have qualified, or until his death, or until he shall have resigned, or have been removed as hereinafter provided in these By-Laws, or as otherwise provided by statute or the Articles of Incorporation. Section 4. Resignation. A Director of the Corporation may resign at any ----------- time by giving written notice of his resignation to the Board or the Chairman of the Board or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Removal of Directors. Any Director of the Corporation may be -------------------- removed by the shareholders by a vote of a majority of the votes entitled to be cast for the election of Directors. Section 6. Vacancies. The shareholders may elect a successor to fill a --------- vacancy on the Board of Directors which results from the removal of a Director. A majority of the remaining Directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board of Directors which results from any cause except an increase in the number of Directors, and a majority of the entire Board of Directors may fill a vacancy which results from an increase in the number of Directors. A Director elected by the Board of Directors to fill a vacancy serves until the next annual meeting of shareholders and until his successor is elected and qualifies. A Director elected by the shareholders to fill a vacancy which results from the removal of a Director serves for the balance of the term of the removed Director. Section 7. Regular Meetings. Regular meetings of the Board may be held ---------------- with notice at such times and places as may be determined by the Board of Directors. 5 Section 8. Special Meetings. Special meetings of the Board may be called ---------------- by the Chairman of the Board, the President, or by a majority of the Directors either in writing or by vote at a meeting, and may be held at any place in or out of the State of Maryland as the Board may from time to time determine. Section 9. Notice of Special Meetings. Notice of each special meeting of -------------------------- the Board shall be given by the Secretary as hereinafter provided, in which notice shall be stated the time and place of the meeting. Notice of each such meeting shall be delivered to each Director, either personally or by telephone, telegraph, cable or wireless, at least twenty-four hours before the time at which such meeting is to be held, or by first-class mail, postage prepaid, or by commercial delivery services addressed to him at his residence or usual place of business, at least three days before the day on which such meeting is to be held. Section 10. Waiver of Notice of Special Meetings. Notice of any special ------------------------------------ meeting need not be given to any Director who shall, either before or after the meeting, sign a written waiver of notice which is filed with the records of the meeting or who shall attend such meeting. Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of any meeting need not state the purposes of such meeting. Section 11. Quorum and Voting. A majority of the members of the entire ----------------- Board shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and except as otherwise expressly required by statute, the Articles of Incorporation, these By-Laws, the 1940 Act or other applicable statute, the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board; provided, however, that the approval of any contract with an investment adviser or principal underwriter, as such terms are defined in the 1940 Act, which the Corporation enters into or any renewal or amendment thereof, the approval of the fidelity bond required by the 1940 Act, and the selection of the Corporation's independent public accountants shall each require the affirmative vote of a majority of the Directors who are not interested persons, as defined in the 1940 Act, of the Corporation. In the absence of a quorum at any meeting of the Board, a majority of the Directors present thereat may adjourn the meeting from time to time, but not for a period greater than thirty (30) days at any one time, to another time and place until a quorum shall attend. Notice of the time and place of any adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other Directors. At any adjourned meeting at which 6 a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 12. Chairman. The Board of Directors may at any time appoint one -------- of its members as Chairman of the Board, who shall serve at the pleasure of the Board and who shall perform and execute such duties and powers as may be conferred upon or assigned to him by the Board or these By-Laws, but who shall not by reason of performing and executing these duties and powers be deemed an officer or employee of the Corporation. Section 13. Organization. The Chairman of the Board, if one has been ------------ selected and is present, shall preside at every meeting of the Board of Directors. In the absence or inability of the Chairman of the Board to preside at a meeting, the President, or, in his absence or inability to act, another Director chosen by a majority of the Directors present, shall act as chairman of the meeting and preside at it. The Secretary (or, in his absence or inability to act, any person appointed by the Chairman) shall act as secretary of the meeting and keep the minutes thereof. Section 14. Written Consent of Directors in Lieu of a Meeting. Any action ------------------------------------------------- required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, except actions with respect to which a vote in person is required by law, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee. Section 15. Meeting by Conference Telephone. Members of the Board of ------------------------------- Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time, except that in such a meeting the Board cannot perform any action with respect to which a vote in person is required by law. Section 16. Compensation. Any Director, whether or not he is a salaried ------------ officer, employee or agent of the Corporation, may be compensated for his services as Director or as a member of a committee, or as Chairman of the Board or chairman of a committee, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Directors may from time to time determine. Section 17. Investment Policies. It shall be the duty of the Board of ------------------- Directors to ensure that the purchase, sale, retention and disposal of portfolio securities and the other investment practices of the Corporation are at all times consistent with the investment policies and restrictions with respect to 7 securities investments and otherwise of the Corporation, as recited in the current Prospectus of the Corporation filed from time to time with the Securities and Exchange Commission and as required by the 1940 Act. The Board, however, may delegate the duty of management of the assets and the administration of its day-to-day operations to an individual or corporate management company or investment adviser pursuant to a written contract or contracts which have obtained the requisite approvals, including the requisite approvals of renewals thereof, of the Board of Directors or the shareholders of the Corporation in accordance with the provisions of the 1940 Act. ARTICLE IV Committees ---------- Section 1. Committees of the Board. The Board may, by resolution adopted ----------------------- by a majority of the entire Board, designate an Executive Committee, Compensation Committee, Audit Committee and Nomination Committee, each of which shall consist of two or more of the Directors of the Corporation, which committee shall have and may exercise all the powers and authority of the Board with respect to all matters other than as set forth in Section 3 of this Article. Section 2. Other Committees of the Board. The Board of Directors may from ----------------------------- time to time, by resolution adopted by a majority of the whole Board, designate one or more other committees of the Board, each such committee to consist of two or more Directors and to have such powers and duties as the Board of Directors may, by resolution, prescribe. Section 3. Limitation of Committee Powers. No committee of the Board ------------------------------ shall have power or authority to: (a) recommend to shareholders any action requiring authorization of shareholders pursuant to statute or the Articles of Incorporation; (b) approve or terminate any contract with an investment adviser or principal underwriter, as such terms are defined in the 1940 Act, or take any other action required to be taken by the Board of Directors by the 1940 Act; (c) amend or repeal these By-Laws or adopt new By-Laws; (d) declare dividends or other distributions or issue capital share of the Corporation; and 8 (e) approve any merger or share exchange which does not require shareholder approval. Section 4. General. One-third, but not less than two members, of the ------- members of any committee shall be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority present shall be the act of such committee. The Board may designate a chairman of any committee and such chairman or any two members of any committee may fix the time and place of its meetings unless the Board shall otherwise provide. In the absence of disqualification of any member or any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Board shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members, to replace any absent or disqualified member, or to dissolve any such committee. All committees shall keep written minutes of their proceedings and shall report such minutes to the Board. All such proceedings shall be subject to revision or alteration by the Board; provided, however, that third parties shall not be prejudiced by such revision or alteration. ARTICLE V Officers, Agents and Employees Section 1. Number and Qualifications. The officers of the Corporation ------------------------- shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect or appoint one or more Vice Presidents and may also appoint such other officers. agents and employees as it may deem necessary or proper. Any two or more offices may be held by the same person, except the offices of President and Vice President, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. The Board may from time to time elect or appoint, or delegate to the President the power to appoint, such other officers (including one or more Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries) and such agents, as may be necessary or desirable for the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board or by the appointing authority. 9 Section 2. Resignations. Any officer of the Corporation may resign at any ------------ time by giving written notice of his resignation to the Board, the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3. Removal of Officer, Agent or Employee. Any officer, agent or ------------------------------------- employee of the Corporation may be removed by the Board of Directors with or without cause at any time, and the Board may delegate such power of removal as to agents and employees not elected or appointed by the Board of Directors. Such removal shall be without prejudice to such person's contract rights, if any, but the appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights. Section 4. Vacancies. A vacancy in any office, whether arising from --------- death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-Laws for the regular election or appointment to such office. Section 5. Compensation. The compensation of the officers of the ------------ Corporation shall be fixed by the Board of Directors, but this power may be delegated to any committee or to any officer in respect of other officers under his control. No officer shall be precluded from receiving such compensation by reason of the fact that he is also a Director of the Corporation. Section 6. Bonds or other Security. If required by the Board, any ----------------------- officer, agent or employee of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require. Section 7. President. The President shall be the chief executive officer --------- of the Corporation. In the absence of the Chairman of the Board (or if there be none), the President shall preside at all meetings of the shareholders and of the Board of Directors. He shall have, subject to the control of the Board of Directors, general charge of the business and affairs of the Corporation. He may employ and discharge employees and agents of the Corporation, except such as shall be appointed by the Board, and he may delegate these powers. Section 8. The Vice Presidents. In the absence or disability of the ------------------- President, or when so directed by the President, 10 any Vice President designated by the Board of Directors may perform any or all of the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President; provided, however, that no Vice President shall act as a member of or as chairman of any committee of which the President is a member or chairman by designation of ex- officio, except when designated by the Board. Each Vice President shall perform such other duties as from time to time may be conferred upon or assigned to him by the Board or the President. Section 9. Treasurer. The Treasurer shall: --------- (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation, except those which the Corporation has placed in the custody of a bank or trust company or member of a national securities exchange (as that term is defined in the Securities Exchange Act of 1934) pursuant to a written agreement designating such bank or trust company or member of a national securities exchange as custodian of the property of the Corporation; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) cause all moneys and other valuables to be deposited to the credit of the Corporation; (d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and (f) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board or the President. Section 10. Assistant Treasurers. In the absence or disability of the -------------------- Treasurer, or when so directed by the Treasurer, any Assistant Treasurer may perform any or all of the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Each Assistant Treasurer shall perform all such other duties as from time to time may be conferred upon or assigned to him by the Board of Directors, the President or the Treasurer. 11 Section 11. Secretary. The Secretary shall: --------- (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board, the committees of the Board and the shareholders; (b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all share certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the President. Section 12. Assistant Secretaries. In the absence or disability of the --------------------- Secretary, or when so directed by the Secretary, any Assistant Secretary may perform any or all of the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the Secretary. Each Assistant Secretary shall perform such other duties as from time to time may be conferred upon or assigned to him by the Board of Directors, the President or the Secretary. Section 13. Delegation of Duties. In case of the absence of any officer -------------------- of the Corporation, or for any other reason that the Board may deem sufficient, the Board may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any Director. ARTICLE VI Capital Stock ------------- Section 1. Stock Certificates. The Board may authorize the issuance of ------------------ some or all of the shares of any or all classes or series of the common stock of the Corporation with or without certificates. The rights of holders of each class or series of common stock of the Corporation to receive or not to 12 receive certificates shall be set forth in articles supplementary. With respect to shares whose issuance the Board has authorized with certificates, the Board shall determine the conditions under which a holder of such shares shall be entitled to have a certificate or certificates. A shareholder's certificate or certificates shall be in such form as shall be approved by the Board, and shall represent the number of such shares of the Corporation owned by him, provided, however, that certificates for fractional shares will not be delivered in any case. The certificates representing shares of share shall be signed by the President, a Vice President, or the Chairman of the Board, and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation. Any or all of the signatures or the seal on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate shall be issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still in office at the date of issue. Section 2. Rights of Inspection. There shall be kept at the principal -------------------- executive office, which shall be available for inspection during usual business hours in accordance with the General Laws of the State of Maryland, the following corporate documents: (a) By-Laws, (b) minutes of proceedings of the shareholders, (c) annual statements of affairs, and (d) voting trust agreements, if any. One or more persons who together are and for at least six months have been shareholders of record of at least five percent of the outstanding shares of any class may inspect and copy during usual business hours the Corporation's books of account and share ledger in accordance with the General Laws of the State of Maryland. Section 3. Transfer of Shares. Transfers of shares of the Corporation ------------------ shall be made on the share records of the Corporation at the direction of the person named on the Corporation's books or named in the certificate or certificates for such shares (if issued) only by the registered holder thereof, or by his attorney authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates, if issued, for such shares properly endorsed or accompanied by a duly executed share transfer power and the payment of all taxes thereon. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of shareholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions, and to vote as such owner, and the Corporation shall not be bound 13 to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person. Section 4. Transfer Agents and Registrars. The Corporation may have one ------------------------------ or more Transfer Agents and one or more Registrars of its shares, whose respective duties the Board of Directors may, from time to time, define. No certificate of share shall be valid until countersigned by a Transfer Agent, if the Corporation shall have a Transfer Agent or until registered by a Registrar, if the Corporation shall have a Registrar. The duties of Transfer Agent and Registrar may be combined. Section 5. Record Date and Closing of Transfer Books. The Board of ----------------------------------------- Directors may set a record date for the purpose of making any proper determination with respect to shareholders, including which shareholders are entitled to notice of a meeting, vote at a meeting (or any adjournment thereof), receive a dividend, or be allotted or exercise other rights. The record date may not be more than ninety (90) days before the date on which the action requiring the determination will be taken; and, in the case of a meeting of shareholders, the record date shall be at least ten (10) days before the date of the meeting. The Board of Directors shall not close the books of the Corporation against transfers of shares during the whole or any part of such period. Section 6. Regulations. The Board may make such additional rules and ----------- regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of share of the Corporation. Section 7. Lost, Stolen, Destroyed or Mutilated Certificates. The holder ------------------------------------------------- of any certificate representing shares of share of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of share in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost, stolen or destroyed or which shall have been mutilated, and the Board may, in its discretion, require such owner or his legal representatives to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties, as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or issuance of a new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Maryland. 14 Section 8. Stock Ledgers. The Corporation shall not be required to keep ------------- original or duplicate share ledgers at its principal office in the City of Baltimore, Maryland, but share ledgers shall be kept at the respective offices of the Transfer Agents of the Corporation's capital shares. ARTICLE VII Seal ---- The Board of Directors shall provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its corporate seal on a document, it is sufficient to meet any requirement of any law, rule, or regulation relating to a corporate seal to place the word "Seal" adjacent to the signature of the person authorized to sign the document on behalf of the Corporation. ARTICLE VIII Fiscal Year ----------- Unless otherwise determined by the Board, the fiscal year of the Corporation shall end on the last day of December in each year. ARTICLE IX Depositories and Custodians --------------------------- Section 1. Depositories. The funds of the Corporation shall be deposited ------------ with such banks or other depositories as the Board of Directors of the Corporation may from time to time determine. Section 2. Custodians. All securities and other investments shall be ---------- deposited in the safekeeping of such banks or other companies as the Board of Directors of the Corporation may from time to time determine. Every arrangement entered into with any bank or other company for the safekeeping of the securities and investments of the Corporation shall contain provisions complying with the 1940 Act, and the general rules and regulations thereunder. 15 ARTICLE X Execution of Instruments ------------------------ Section 1. Checks, Notes, Drafts, etc. Checks, notes, drafts, --------------------------- acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate. Section 2. Sale or Transfer of Securities. Money market instruments, ------------------------------ bonds or other securities at any time owned by the Corporation may be held on behalf of the Corporation or sold, transferred or otherwise disposed of subject to any limits imposed by these By-Laws, and pursuant to authorization by the Board and, when so authorized to be held on behalf of the Corporation or sold, transferred or otherwise disposed of, may be transferred from the name of the Corporation by the signature of the President or a Vice President or the Treasurer or pursuant to any procedure approved by the Board of Directors, subject to applicable law. ARTICLE XI Independent Public Accountants ------------------------------ The firm of independent public accountants which shall sign or certify the financial statements of the Corporation which are filed with the Securities and Exchange Commission shall be selected annually by the Board of Directors and ratified by the Board of Directors or the shareholders in accordance with the provisions of the 1940 Act. ARTICLE XII Annual Statements ----------------- The books of account of the Corporation shall be examined by an independent firm of public accountants at the close of each annual period of the Corporation and at such other times as may be directed by the Board. A report to the shareholders based upon each such examination shall be mailed to each shareholder of the Corporation of record on such date with respect to each report as may be determined by the Board, at his address as the same appears on the books of the Corporation. Such annual statement shall also be placed on file at the Corporation's principal office in the State of Maryland. Each such report shall show the assets and 16 liabilities of the Corporation as of the close of the annual or semiannual period covered by the report and the securities in which the funds of the Corporation were then invested. Such report shall also show the Corporation's income and expenses for the period from the end of the Corporation's preceding fiscal year to the close of the annual or semiannual period covered by the report and any other information required by the 1940 Act, and shall set forth such other matters as the Board or such firm of independent public accountants shall determine. ARTICLE XIII Indemnification of Directors and Officers ----------------------------------------- Section 1. Indemnification. The Corporation shall indemnify its directors --------------- to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Corporation shall indemnify its officers to the same extent as its directors and to such further extent as is consistent with law. The Corporation shall indemnify its directors and officers who while serving as directors or officers also serve at the request of the Corporation as a director, officer, partner, trustee, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent consistent with law. This Section shall not protect any such person against any liability to the Corporation or any shareholder thereof to which such person 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 2. Advances. Any current or former director or officer of the -------- Corporation claiming indemnification within the scope of this Article XIII shall be entitled to advances from the Corporation for payment of the reasonable expenses incurred by him in connection with proceedings to which he is a party in the manner and to the full extent permissible under the Maryland General Corporation Law, the Securities Act of 1938 (the "1933 Act") and the 1940 Act, as such statutes are now or hereafter in force. Section 3. Procedure. On the request of any current or former director or --------- officer requesting indemnification or an advance under this Article XIII, the Board of Directors shall determine, or cause to be determined, in a manner consistent with the Maryland General Corporation Law, the 1933 Act and the 1940 Act, as such statutes are now or hereafter in force, whether the standards required by this Article XIII have been met. 17 Section 4. Other Rights. The indemnification provided by this ------------ Article XIII shall not be deemed exclusive of any other right, in respect of indemnification or otherwise, to which those seeking such indemnification may be entitled under any insurance or other agreement, vote of shareholders or disinterested directors or otherwise, both as to action by a director or officer of the Corporation in his official capacity and as to action by such person in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE XIV Amendments ---------- These By-Laws or any of them may be amended, altered or repealed at any annual meeting of the shareholders or at any special meeting of the shareholders at which a quorum is present or represented, provided that notice of the proposed amendment, alteration or repeal be contained in the notice of such special meeting. These By-Laws may also be amended, altered or repealed by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board of Directors or by unanimous written consent. [As Amended April 24, 1996] 18 EX-5.NN 4 NUMERIC MICRO CAP FUND Exhibit (5)(nn) INVESTMENT ADVISORY AGREEMENT ----------------------------- Numeric Micro Cap Fund AGREEMENT made as of April 24, 1996 between THE RBB FUND, INC., a Maryland corporation (herein called the "Fund"), and Numeric Investors L.P. (herein called the "Investment Advisor"). WHEREAS, the Fund is registered as an open-end, management investment company under the Investment Company Act of 1940 (the "1940 Act") and currently offers or proposes to offer shares representing interests in twenty separate investment portfolios; and WHEREAS, the Fund desires to retain the Investment Advisor to render certain investment advisory services to the Fund with respect to the Fund's Numeric Micro Cap Fund (the "Portfolio"), and the Investment Advisor is willing to so render such services. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed between the parties hereto as follows: 1. Appointment. The Fund hereby appoints the Investment Advisor to ----------- act as investment advisor for the Portfolio for the period and on the terms set forth in this Agreement. The Investment Advisor accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. Delivery of Documents. The Fund has furnished the Investment --------------------- Advisor with copies properly certified or authenticated of each of the following: (a) Resolutions of the Board of Directors of the Fund authorizing the appointment of the Investment Advisor and the execution and delivery of this Agreement; (b) Each prospectus and statement of additional information relating to any class of Shares representing interests in the Portfolio of the Fund in effect under the 1933 Act (such prospectus and statement of additional information, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectus" and "Statement of Additional Information," respectively). The Fund will promptly furnish the Investment Advisor from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any. In addition to the foregoing, the Fund will also provide the Investment Advisor with copies of the Fund's Charter and By-laws, and any registration statement or service contracts related to the Portfolio, and will promptly furnish the Investment Advisor with any amendments of or supplements to such documents. 3. Management of the Portfolio. Subject to the supervision of the --------------------------- Board of Directors of the Fund, the Investment Advisor will provide for the overall management of the Portfolio including (i) the provision of a continuous investment program for the Portfolio, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Portfolio, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Fund for the Portfolio, and (iii) the placement from time to time of orders for all purchases and sales made for the Portfolio. The Investment Advisor will provide the services rendered by it hereunder in accordance with the Portfolio's investment objectives, restrictions and policies as stated in the applicable Prospectus and the Statement of Additional Information, provided that the Investment Adviser has actual or constructive notice or knowledge of any changes by the Board of Directors to such investment objectives, restrictions or policies. The Investment Advisor further agrees that it will render to the Fund's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may reasonably request. The Investment Advisor agrees to provide to the Fund (or its agents and service providers) prompt and accurate data with respect to the Portfolio's transactions and, where not otherwise available, the daily valuation of securities in the Portfolio. 4. Brokerage. Subject to the Investment Advisor's obligation to --------- obtain best price and execution, the Investment Advisor shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Advisor places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Advisor is authorized to cause the Portfolio to pay brokerage commissions 2 which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Advisor, provided that the Investment Advisor determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Advisor's overall responsibilities with respect to accounts as to which the Investment Advisor exercises investment discretion. The Investment Advisor may aggregate securities orders so long as the Investment Advisor adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolio's securities be purchased from or sold to the Fund's principal underwriter, the Investment Advisor, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Advisor shall report to the Board of Directors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Advisor, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Advisor to the Fund and the Investment Advisor's other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934. 5. Conformity with Law; Confidentiality. The Investment Advisor ------------------------------------ further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies having jurisdiction over the Investment Advisor in the performance of its duties hereunder. The Investment Advisor will treat confidentially and as proprietary information of the Fund all records and other information relating to the Fund and prior, present or potential shareholders (except clients of the Investment Advisor and its affiliates), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Investment Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. 3 6. Services Not Exclusive. The Investment Advisor and its officers ---------------------- may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Advisor to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Portfolio or the Fund. Nothing in this Agreement shall limit or restrict the Investment Advisor or any of its partners, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Fund acknowledges that the Investment Advisor and its partners, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Portfolio. The Investment Advisor shall have no obligation to acquire for the Portfolio a position in any investment which the Investment Advisor, its partners, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Investment Advisor not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis. The Investment Advisor agrees that this Paragraph 6 does not constitute a waiver by the Fund of the obligations imposed upon the Investment Advisor to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor constitute a waiver by the Fund of the obligations imposed upon the Investment Advisor under Section 206 of the Investment Advisers Act of 1940 and the rules thereunder. Further, the Investment Advisor agrees that this Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation of the Investment Advisor arising under federal or state law, including Section 36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall be interpreted consistent with the provisions of Section 17(i) of the 1940 Act. 7. Books and Records. In compliance with the requirements of Rule ----------------- 31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Investment Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 4 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. 8. Expenses. During the term of this Agreement, the Investment -------- Advisor will pay all expenses incurred by it in connection with its activities under this Agreement. The Portfolio shall bear all of its own expenses not specifically assumed by the Investment Advisor. General expenses of the Fund not readily identifiable as belonging to a portfolio of the Fund shall be allocated among all investment portfolios by or under the direction of the Fund's Board of Directors in such manner as the Board determines to be fair and equitable. Expenses borne by the Portfolio shall include, but are not limited to, the following (or the portfolio's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by the Portfolio and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Portfolio by the Investment Advisor; (c) filing fees and expenses relating to the registration and qualification of the Fund and the Portfolio's shares under Federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Fund's directors and officers; (e) taxes (including any income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out a liability of or claim for damages or other relief asserted against the Fund or the Portfolio for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; (i) charges of custodians and other agents; (j) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy material that are not attributable to a class; (l) 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 5 expenses and registration fees, identified as belonging to a particular class of the Fund are allocated to such class. If the expenses borne by the Portfolio in any fiscal year exceed the most restrictive applicable expense limitations imposed by the securities regulations of any state in which the Shares of the Portfolio are registered or qualified for sale to the public, the Investment Advisor shall reimburse the Portfolio for any excess up to the amount of the fees payable by the Portfolio to it during such fiscal year pursuant to Paragraph 9 hereof in the same proportion that its fees bear to the total fees paid by the Fund for investment advisory services in respect of the Portfolio; provided, however, that -------- ------- notwithstanding the foregoing, the Investment Advisor shall reimburse the Portfolio for such excess expenses regardless of the amount of such fees payable to it during such fiscal year to the extent that the securities regulations of any state in which the Shares are registered or qualified for sale so require. 9. Voting. The Investment Advisor shall have the authority to vote ------ as agent for the Fund, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which Portfolio's assets may be invested from time to time, subject to such policies and procedures as the Board of Directors of the Fund may adopt from time to time. 10. Reservation of Name. The Investment Advisor shall at all times ------------------- have all rights in and to the Portfolio's name and all investment models used by or on behalf of the Portfolio. The Investment Advisor may use the Portfolio's name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. No public reference to, or description of, the Investment Advisor or its methodology or work shall be made by the Fund, whether in the Prospectus, Statement of Additional Information or otherwise, without the prior written consent of the Investment Advisor, which consent shall not be unreasonably withheld. In each case, the Fund shall provide the Investment Advisor a reasonable opportunity to review any such reference or description before being asked for such consent. 11. Discontinuation of Public Offering. Subject to the prior ---------------------------------- approval of the Fund's Board of Directors, the Investment Advisor may instruct the Fund's distributor to cease sales of shares of the Portfolio to new investors due to concerns that an increase in the size of the Portfolio may adversely effect the implementation of the Portfolio's investment strategy. 6 Subject to prior Board approval, the Investment Advisor may subsequently instruct the Fund's distributor to recommence the sale of shares of the Portfolio. 12. Compensation. ------------ (a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Advisor from the assets of the Portfolio and the Investment Advisor will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of .75% of the Portfolio's average daily net assets. (b) The fee attributable to the Portfolio shall be satisfied only against assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. 13. Limitation of Liability of the Investment Advisor. The ------------------------------------------------- Investment Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Advisor in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Portfolio will indemnify the Investment Advisor against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Investment Advisor. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Advisor was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Advisor was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Portfolio who are neither "interested persons" of the Portfolio nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in a written opinion. The Investment Advisor shall be entitled to advances from the Portfolio for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Investment Advisor shall provide to the Portfolio a written affirmation of its good faith belief that the standard of conduct 7 necessary for indemnification by the Portfolio has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment Advisor shall provide a security in form and amount acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily available to the Portfolio at the time the advance is proposed to be made, that there is reason to believe that the Investment Advisor will ultimately be found to be entitled to indemnification. Any amounts payable by the Portfolio under this Section shall be satisfied only against the assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. 14. Duration and Termination. This Agreement shall become effective ------------------------ with respect to the Portfolio upon approval of this Agreement by vote of a majority of the outstanding voting securities of the Portfolio and, unless sooner terminated as provided herein, shall continue with respect to the Portfolio until August 16, 1996. Thereafter, if not terminated, this Agreement shall continue with respect to the Portfolio for successive annual periods ending on August 16, provided such continuance is specifically approved at least -------- annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that this Agreement may be terminated with respect to the - -------- ------- Portfolio by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, on 60 days' prior written notice to the Investment Advisor, or by the Investment Advisor at any time, without payment of any penalty, on 60 days' prior written notice to the Fund. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act). 15. 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 8 be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Portfolio. 16. 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. 17. Change in Membership. The Investment Advisor shall notify the -------------------- Fund of any change in its membership within a reasonable time after such change. 18. 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. 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: ----------------------- President NUMERIC INVESTORS L.P. By: ----------------------- 9 EX-5.OO 5 NUMERIC GROWTH FUND Exhibit (5)(oo) INVESTMENT ADVISORY AGREEMENT ----------------------------- Numeric Growth Fund AGREEMENT made as of April 24, 1996 between THE RBB FUND, INC., a Maryland corporation (herein called the "Fund"), and Numeric Investors L.P. (herein called the "Investment Advisor"). WHEREAS, the Fund is registered as an open-end, management investment company under the Investment Company Act of 1940 (the "1940 Act") and currently offers or proposes to offer shares representing interests in twenty separate investment portfolios; and WHEREAS, the Fund desires to retain the Investment Advisor to render certain investment advisory services to the Fund with respect to the Fund's Numeric Growth Fund (the "Portfolio"), and the Investment Advisor is willing to so render such services. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed between the parties hereto as follows: 1. Appointment. The Fund hereby appoints the Investment Advisor to ----------- act as investment advisor for the Portfolio for the period and on the terms set forth in this Agreement. The Investment Advisor accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. Delivery of Documents. The Fund has furnished the Investment --------------------- Advisor with copies properly certified or authenticated of each of the following: (a) Resolutions of the Board of Directors of the Fund authorizing the appointment of the Investment Advisor and the execution and delivery of this Agreement; (b) Each prospectus and statement of additional information relating to any class of Shares representing interests in the Portfolio of the Fund in effect under the 1933 Act (such prospectus and statement of additional information, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectus" and "Statement of Additional Information," respectively). The Fund will promptly furnish the Investment Advisor from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any. In addition to the foregoing, the Fund will also provide the Investment Advisor with copies of the Fund's Charter and By-laws, and any registration statement or service contracts related to the Portfolio, and will promptly furnish the Investment Advisor with any amendments of or supplements to such documents. 3. Management of the Portfolio. Subject to the supervision of the --------------------------- Board of Directors of the Fund, the Investment Advisor will provide for the overall management of the Portfolio including (i) the provision of a continuous investment program for the Portfolio, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Portfolio, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Fund for the Portfolio, and (iii) the placement from time to time of orders for all purchases and sales made for the Portfolio. The Investment Advisor will provide the services rendered by it hereunder in accordance with the Portfolio's investment objectives, restrictions and policies as stated in the applicable Prospectus and the Statement of Additional Information, provided that the Investment Adviser has actual or constructive notice or knowledge of any changes by the Board of Directors to such investment objectives, restrictions or policies. The Investment Advisor further agrees that it will render to the Fund's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may reasonably request. The Investment Advisor agrees to provide to the Fund (or its agents and service providers) prompt and accurate data with respect to the Portfolio's transactions and, where not otherwise available, the daily valuation of securities in the Portfolio. 4. Brokerage. Subject to the Investment Advisor's obligation to --------- obtain best price and execution, the Investment Advisor shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Advisor places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Advisor is authorized to cause the Portfolio to pay brokerage commissions 2 which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Advisor, provided that the Investment Advisor determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Advisor's overall responsibilities with respect to accounts as to which the Investment Advisor exercises investment discretion. The Investment Advisor may aggregate securities orders so long as the Investment Advisor adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolio's securities be purchased from or sold to the Fund's principal underwriter, the Investment Advisor, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Advisor shall report to the Board of Directors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Advisor, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Advisor to the Fund and the Investment Advisor's other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934. 5. Conformity with Law; Confidentiality. The Investment Advisor ------------------------------------ further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies having jurisdiction over the Investment Advisor in the performance of its duties hereunder. The Investment Advisor will treat confidentially and as proprietary information of the Fund all records and other information relating to the Fund and prior, present or potential shareholders (except clients of the Investment Advisor and its affiliates), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Investment Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. 3 6. Services Not Exclusive. The Investment Advisor and its officers ---------------------- may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Advisor to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Portfolio or the Fund. Nothing in this Agreement shall limit or restrict the Investment Advisor or any of its partners, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Fund acknowledges that the Investment Advisor and its partners, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Portfolio. The Investment Advisor shall have no obligation to acquire for the Portfolio a position in any investment which the Investment Advisor, its partners, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Investment Advisor not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis. The Investment Advisor agrees that this Paragraph 6 does not constitute a waiver by the Fund of the obligations imposed upon the Investment Advisor to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor constitute a waiver by the Fund of the obligations imposed upon the Investment Advisor under Section 206 of the Investment Advisers Act of 1940 and the rules thereunder. Further, the Investment Advisor agrees that this Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation of the Investment Advisor arising under federal or state law, including Section 36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall be interpreted consistent with the provisions of Section 17(i) of the 1940 Act. 7. Books and Records. In compliance with the requirements of Rule ----------------- 31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Investment Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 4 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. 8. Expenses. During the term of this Agreement, the Investment -------- Advisor will pay all expenses incurred by it in connection with its activities under this Agreement. The Portfolio shall bear all of its own expenses not specifically assumed by the Investment Advisor. General expenses of the Fund not readily identifiable as belonging to a portfolio of the Fund shall be allocated among all investment portfolios by or under the direction of the Fund's Board of Directors in such manner as the Board determines to be fair and equitable. Expenses borne by the Portfolio shall include, but are not limited to, the following (or the portfolio's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by the Portfolio and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Portfolio by the Investment Advisor; (c) filing fees and expenses relating to the registration and qualification of the Fund and the Portfolio's shares under Federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Fund's directors and officers; (e) taxes (including nay income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out a liability of or claim for damages or other relief asserted against the Fund or the Portfolio for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; (i) charges of custodians and other agents; (j) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy material that are not attributable to a class; (l) 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 5 expenses and registration fees, identified as belonging to a particular class of the Fund are allocated to such class. If the expenses borne by the Portfolio in any fiscal year exceed the most restrictive applicable expense limitations imposed by the securities regulations of any state in which the Shares of the Portfolio are registered or qualified for sale to the public, the Investment Advisor shall reimburse the Portfolio for any excess up to the amount of the fees payable by the Portfolio to it during such fiscal year pursuant to Paragraph 9 hereof in the same proportion that its fees bear to the total fees paid by the Fund for investment advisory services in respect of the Portfolio; provided, however, that -------- ------- notwithstanding the foregoing, the Investment Advisor shall reimburse the Portfolio for such excess expenses regardless of the amount of such fees payable to it during such fiscal year to the extent that the securities regulations of any state in which the Shares are registered or qualified for sale so require. 9. Voting. The Investment Advisor shall have the authority to vote ------ as agent for the Fund, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which Portfolio's assets may be invested from time to time, subject to such policies and procedures as the Board of Directors of the Fund may adopt from time to time. 10. Reservation of Name. The Investment Advisor shall at all times ------------------- have all rights in and to the Portfolio's name and all investment models used by or on behalf of the Portfolio. The Investment Advisor may use the Portfolio's name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. No public reference to, or description of, the Investment Advisor or its methodology or work shall be made by the Fund, whether in the Prospectus, Statement of Additional Information or otherwise, without the prior written consent of the Investment Advisor, which consent shall not be unreasonably withheld. In each case, the Fund shall provide the Investment Advisor a reasonable opportunity to review any such reference or description before being asked for such consent. 11. Discontinuation of Public Offering. Subject to the prior ---------------------------------- approval of the Fund's Board of Directors, the Investment Advisor may instruct the Fund's distributor to cease sales of shares of the Portfolio to new investors due to concerns that an increase in the size of the Portfolio may adversely effect the implementation of the Portfolio's investment strategy. 6 Subject to prior Board approval, the Investment Advisor may subsequently instruct the Fund's distributor to recommence the sale of shares of the Portfolio. 12. Compensation. ------------ (a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Advisor from the assets of the Portfolio and the Investment Advisor will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of .75% of the Portfolio's average daily net assets. (b) The fee attributable to the Portfolio shall be satisfied only against assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. 13. Limitation of Liability of the Investment Advisor. The ------------------------------------------------- Investment Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Advisor in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Portfolio will indemnify the Investment Advisor against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Investment Advisor. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Advisor was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Advisor was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Portfolio who are neither "interested persons" of the Portfolio nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in a written opinion. The Investment Advisor shall be entitled to advances from the Portfolio for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Investment Advisor shall provide to the Portfolio a written affirmation of its good faith belief that the standard of conduct 7 necessary for indemnification by the Portfolio has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment Advisor shall provide a security in form and amount acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily available to the Portfolio at the time the advance is proposed to be made, that there is reason to believe that the Investment Advisor will ultimately be found to be entitled to indemnification. Any amounts payable by the Portfolio under this Section shall be satisfied only against the assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. 14. Duration and Termination. This Agreement shall become effective ------------------------ with respect to the Portfolio upon approval of this Agreement by vote of a majority of the outstanding voting securities of the Portfolio and, unless sooner terminated as provided herein, shall continue with respect to the Portfolio until August 16, 1996. Thereafter, if not terminated, this Agreement shall continue with respect to the Portfolio for successive annual periods ending on August 16, provided such continuance is specifically approved at least -------- annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that this Agreement may be terminated with respect to the - -------- ------- Portfolio by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, on 60 days' prior written notice to the Investment Advisor, or by the Investment Advisor at any time, without payment of any penalty, on 60 days' prior written notice to the Fund. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act). 15. 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 8 be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Portfolio. 16. 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. 17. Change in Membership. The Investment Advisor shall notify the -------------------- Fund of any change in its membership within a reasonable time after such change. 18. 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. 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: ---------------------- President NUMERIC INVESTORS L.P. By: ----------------------- 9 EX-5.PP 6 NUMERIC GROWTH & VALUE FUND Exhibit (5)(pp) INVESTMENT ADVISORY AGREEMENT ----------------------------- Numeric Growth & Value Fund AGREEMENT made as of April 24, 1996 between THE RBB FUND, INC., a Maryland corporation (herein called the "Fund"), and Numeric Investors L.P. (herein called the "Investment Advisor"). WHEREAS, the Fund is registered as an open-end, management investment company under the Investment Company Act of 1940 (the "1940 Act") and currently offers or proposes to offer shares representing interests in twenty separate investment portfolios; and WHEREAS, the Fund desires to retain the Investment Advisor to render certain investment advisory services to the Fund with respect to the Fund's Numeric Growth & Value Fund (the "Portfolio"), and the Investment Advisor is willing to so render such services. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed between the parties hereto as follows: 1. Appointment. The Fund hereby appoints the Investment Advisor to ----------- act as investment advisor for the Portfolio for the period and on the terms set forth in this Agreement. The Investment Advisor accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. Delivery of Documents. The Fund has furnished the Investment --------------------- Advisor with copies properly certified or authenticated of each of the following: (a) Resolutions of the Board of Directors of the Fund authorizing the appointment of the Investment Advisor and the execution and delivery of this Agreement; (b) Each prospectus and statement of additional information relating to any class of Shares representing interests in the Portfolio of the Fund in effect under the 1933 Act (such prospectus and statement of additional information, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectus" and "Statement of Additional Information," respectively). The Fund will promptly furnish the Investment Advisor from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any. In addition to the foregoing, the Fund will also provide the Investment Advisor with copies of the Fund's Charter and By-laws, and any registration statement or service contracts related to the Portfolio, and will promptly furnish the Investment Advisor with any amendments of or supplements to such documents. 3. Management of the Portfolio. Subject to the supervision of the --------------------------- Board of Directors of the Fund, the Investment Advisor will provide for the overall management of the Portfolio including (i) the provision of a continuous investment program for the Portfolio, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Portfolio, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Fund for the Portfolio, and (iii) the placement from time to time of orders for all purchases and sales made for the Portfolio. The Investment Advisor will provide the services rendered by it hereunder in accordance with the Portfolio's investment objectives, restrictions and policies as stated in the applicable Prospectus and the Statement of Additional Information, provided that the Investment Adviser has actual or constructive notice or knowledge of any changes by the Board of Directors to such investment objectives, restrictions or policies. The Investment Advisor further agrees that it will render to the Fund's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may reasonably request. The Investment Advisor agrees to provide to the Fund (or its agents and service providers) prompt and accurate data with respect to the Portfolio's transactions and, where not otherwise available, the daily valuation of securities in the Portfolio. 4. Brokerage. Subject to the Investment Advisor's obligation to --------- obtain best price and execution, the Investment Advisor shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Advisor places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Advisor is authorized to cause the Portfolio to pay brokerage commissions 2 which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Advisor, provided that the Investment Advisor determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Advisor's overall responsibilities with respect to accounts as to which the Investment Advisor exercises investment discretion. The Investment Advisor may aggregate securities orders so long as the Investment Advisor adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolio's securities be purchased from or sold to the Fund's principal underwriter, the Investment Advisor, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Advisor shall report to the Board of Directors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Advisor, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Advisor to the Fund and the Investment Advisor's other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934. 5. Conformity with Law; Confidentiality. The Investment Advisor ------------------------------------ further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies having jurisdiction over the Investment Advisor in the performance of its duties hereunder. The Investment Advisor will treat confidentially and as proprietary information of the Fund all records and other information relating to the Fund and prior, present or potential shareholders (except clients of the Investment Advisor and its affiliates), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Investment Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. 3 6. Services Not Exclusive. The Investment Advisor and its officers ---------------------- may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Advisor to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Portfolio or the Fund. Nothing in this Agreement shall limit or restrict the Investment Advisor or any of its partners, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Fund acknowledges that the Investment Advisor and its partners, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Portfolio. The Investment Advisor shall have no obligation to acquire for the Portfolio a position in any investment which the Investment Advisor, its partners, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Investment Advisor not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis. The Investment Advisor agrees that this Paragraph 6 does not constitute a waiver by the Fund of the obligations imposed upon the Investment Advisor to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor constitute a waiver by the Fund of the obligations imposed upon the Investment Advisor under Section 206 of the Investment Advisers Act of 1940 and the rules thereunder. Further, the Investment Advisor agrees that this Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation of the Investment Advisor arising under federal or state law, including Section 36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall be interpreted consistent with the provisions of Section 17(i) of the 1940 Act. 7. Books and Records. In compliance with the requirements of ----------------- Rule 31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Investment Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 4 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. 8. Expenses. During the term of this Agreement, the Investment -------- Advisor will pay all expenses incurred by it in connection with its activities under this Agreement. The Portfolio shall bear all of its own expenses not specifically assumed by the Investment Advisor. General expenses of the Fund not readily identifiable as belonging to a portfolio of the Fund shall be allocated among all investment portfolios by or under the direction of the Fund's Board of Directors in such manner as the Board determines to be fair and equitable. Expenses borne by the Portfolio shall include, but are not limited to, the following (or the portfolio's share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by the Portfolio and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Portfolio by the Investment Advisor; (c) filing fees and expenses relating to the registration and qualification of the Fund and the Portfolio's shares under Federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Fund's directors and officers; (e) taxes (including nay income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out a liability of or claim for damages or other relief asserted against the Fund or the Portfolio for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; (i) charges of custodians and other agents; (j) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy material that are not attributable to a class; (l) 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 5 expenses and registration fees, identified as belonging to a particular class of the Fund are allocated to such class. If the expenses borne by the Portfolio in any fiscal year exceed the most restrictive applicable expense limitations imposed by the securities regulations of any state in which the Shares of the Portfolio are registered or qualified for sale to the public, the Investment Advisor shall reimburse the Portfolio for any excess up to the amount of the fees payable by the Portfolio to it during such fiscal year pursuant to Paragraph 9 hereof in the same proportion that its fees bear to the total fees paid by the Fund for investment advisory services in respect of the Portfolio; provided, however, that -------- ------- notwithstanding the foregoing, the Investment Advisor shall reimburse the Portfolio for such excess expenses regardless of the amount of such fees payable to it during such fiscal year to the extent that the securities regulations of any state in which the Shares are registered or qualified for sale so require. 9. Voting. The Investment Advisor shall have the authority to vote ------ as agent for the Fund, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which Portfolio's assets may be invested from time to time, subject to such policies and procedures as the Board of Directors of the Fund may adopt from time to time. 10. Reservation of Name. The Investment Advisor shall at all times ------------------- have all rights in and to the Portfolio's name and all investment models used by or on behalf of the Portfolio. The Investment Advisor may use the Portfolio's name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. No public reference to, or description of, the Investment Advisor or its methodology or work shall be made by the Fund, whether in the Prospectus, Statement of Additional Information or otherwise, without the prior written consent of the Investment Advisor, which consent shall not be unreasonably withheld. In each case, the Fund shall provide the Investment Advisor a reasonable opportunity to review any such reference or description before being asked for such consent. 11. Discontinuation of Public Offering. Subject to the prior ---------------------------------- approval of the Fund's Board of Directors, the Investment Advisor may instruct the Fund's distributor to cease sales of shares of the Portfolio to new investors due to concerns that an increase in the size of the Portfolio may adversely effect the implementation of the Portfolio's investment strategy. 6 Subject to prior Board approval, the Investment Advisor may subsequently instruct the Fund's distributor to recommence the sale of shares of the Portfolio. 12. Compensation. ------------ (a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Advisor from the assets of the Portfolio and the Investment Advisor will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of .75% of the Portfolio's average daily net assets. (b) The fee attributable to the Portfolio shall be satisfied only against assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. 13. Limitation of Liability of the Investment Advisor. The ------------------------------------------------- Investment Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Advisor in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Portfolio will indemnify the Investment Advisor against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Investment Advisor. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Advisor was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Advisor was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Portfolio who are neither "interested persons" of the Portfolio nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in a written opinion. The Investment Advisor shall be entitled to advances from the Portfolio for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Investment Advisor shall provide to the Portfolio a written affirmation of its good faith belief that the standard of conduct 7 necessary for indemnification by the Portfolio has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment Advisor shall provide a security in form and amount acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily available to the Portfolio at the time the advance is proposed to be made, that there is reason to believe that the Investment Advisor will ultimately be found to be entitled to indemnification. Any amounts payable by the Portfolio under this Section shall be satisfied only against the assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. 14. Duration and Termination. This Agreement shall become effective ------------------------ with respect to the Portfolio upon approval of this Agreement by vote of a majority of the outstanding voting securities of the Portfolio and, unless sooner terminated as provided herein, shall continue with respect to the Portfolio until August 16, 1996. Thereafter, if not terminated, this Agreement shall continue with respect to the Portfolio for successive annual periods ending on August 16, provided such continuance is specifically approved at least -------- annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that this Agreement may be terminated with respect to the - -------- ------- Portfolio by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, on 60 days' prior written notice to the Investment Advisor, or by the Investment Advisor at any time, without payment of any penalty, on 60 days' prior written notice to the Fund. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act). 15. 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 8 be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Portfolio. 16. 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. 17. Change in Membership. The Investment Advisor shall notify the -------------------- Fund of any change in its membership within a reasonable time after such change. 18. 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. 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: -------------------- President NUMERIC INVESTORS L.P. By: -------------------- 9 EX-6.DD 7 DISTRIBUTION AGREEMENT SUPPLEMENT Exhibit (6)(dd) DISTRIBUTION AGREEMENT SUPPLEMENT (Numeric Investors Family of Funds) This supplemental agreement is entered into this ___ day of __________, 1996, by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES INC. (the "Distributor"). The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and the Distributor have entered into a Distribution Agreement, dated as of April 10, 1991 (as from time to time amended and supplemented, the "Distribution Agreement"), pursuant to which the Distributor has undertaken to act as distributor for the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Distribution Agreement Supplement have the meaning specified in the Distribution Agreement. The Fund agrees with the Distributor as follows: 1. Adoption of Distribution Agreement. The Distribution Agreement is ---------------------------------- hereby adopted for the Numeric Classes of Common Stock (Classes FF, GG and HH) of the Fund. Each such Numeric Class shall constitute a "Class" as referred to in the Distribution Agreement and its shares shall be "Class Shares" as referred to therein. 2. Payment of Fees. For all services to be rendered, facilities --------------- furnished and expenses paid or assumed by the Distributor as provided in the Distribution Agreement and herein, the Fund shall pay the Distributor no compensation. IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written. THE RBB FUND, INC. COUNSELLORS SECURITIES INC. By______________________ By_______________________ EX-8.L 8 CUSTODY AGREEMENT EXHIBIT (8)(1) CUSTODY AGREEMENT AGREEMENT, dated as of May 20, 1996 by and between THE RBB FUND, INC. (the "Company"), a corporation organized under the laws of the State of Maryland on behalf of its portfolio, the Numeric Growth Cap Fund (the "Fund"), and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the "Custodian"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company on behalf of the Fund desires that the Fund's securities, cash and other assets be held and administered by Custodian pursuant to this Agreement; WHEREAS, the Fund is an investment portfolio represented by a series of Shares constituting part of the capital stock of the Company, an open-end management investment company registered under the 1940 Act (as hereinafter defined); WHEREAS, Custodian represents that it is a bank having the qualifications prescribed in Section 26(a)(i) of the 1940 Act; NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company on behalf of the Fund and Custodian hereby agree as follows: ARTICLE I DEFINITIONS ----------- Whenever used in this Agreement, the following terms, unless the context otherwise requires, shall mean: 1.1 "Authorized Person" means any Officer or other person duly authorized ----------------- by resolution of the Board of Directors to give Oral Instructions and Written Instructions on behalf of the Fund and identified, by name or by office, in Exhibit A hereto or any person duly designated to do so by an investment adviser of the Fund specified by the Fund in Exhibit B hereto. 1.2 "Board of Directors" means the Board of Directors of the Company or, ------------------ when permitted under the 1940 Act, the Executive Committee thereof, if any. 1.3 "Book-Entry System" means a book-entry system maintained by a Federal ----------------- Reserve bank as provided for in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such other book-entry regulations of federal agencies as are substantially in the form of such Subpart O. 1.4 "Business Day" means any day recognized as a settlement day by The ------------ New York Stock Exchange, Inc. and on which banks in the State of New Jersey are open for business. 1.5 "Custody Account" means the account in the name of the Fund, which is --------------- provided for in Section 3.2 below. 1.6 "Master Repurchase Agreement" means that certain Master Repurchase --------------------------- Agreement of even date herewith between the Company on behalf of the Fund and Bear, Stearns & Co. Inc., an affiliate of Custodian ("Bear Stearns"), as it may from time to time be amended. 1.7. "1940 Act" means the Investment Company Act of 1940, as amended. -------- 1.8 "Officer" means the President, any Vice President, the Secretary, any ------- Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Company. 1.9 "Oral Instructions" means instructions orally transmitted to and ----------------- accepted by Custodian which are (a) reasonably believed by Custodian to have been given by an Authorized -2- Person, (b) recorded and kept among the records of Custodian made in the ordinary course of business, and (c) orally confirmed by Custodian. 1.10 "Proper Instructions" means Oral Instructions or Written ------------------- Instructions. Proper Instructions may be continuing Written Instructions when deemed appropriate by both parties. 1.11 "Securities" includes, without limitation, common and preferred ---------- stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, forward contracts, futures contracts (including those related to indexes), options on futures contracts or indexes, bankers' acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that Custodian has the facilities to clear and to service. 1.12 "Securities Loan Agreement" means that certain Securities Loan ------------------------- Agreement of even date herewith between the Company on behalf of the Fund and Bear, Stearns Securities Corp. ("BSSC"), as it may from time to time be amended. 1.13 "Securities Depository" means The Depository Trust Company and --------------------- (provided that Custodian has received a copy of a resolution of the Board of Directors of the Company, certified by an Officer, specifically approving the use thereof as a depository for the Fund) any other clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central handling and deposit of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities. 1.14 "Shares" means the shares into which the capital stock of the Company ------ is divided. 1.15 "Written Instructions" means (a) written communications received by -------------------- Custodian and signed by two persons reasonably believed by Custodian to be Authorized Persons, or (b) -3- communications by telex or any other such system from two persons reasonably believed by Custodian to be Authorized Persons, or (c) communications between electro-mechanical or electronic devices. ARTICLE II APPOINTMENT OF CUSTODIAN ------------------------ 2.1 Appointment. The Company on behalf of the Fund hereby appoints ----------- Custodian as custodian of all such Securities, cash and other assets as may be acceptable to Custodian and from time to time delivered to it by the Fund or others for the account of the Fund. 2.2 Acceptance. Custodian hereby accepts appointment as such custodian ---------- and agrees to perform the duties thereof as hereinafter set forth. ARTICLE III CUSTODY OF CASH AND SECURITIES ------------------------------ 3.1 Segregation. All Securities and non-cash property of the Fund in the ----------- possession of Custodian (other than Securities maintained by Custodian in a Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of Custodian and shall be identified as belonging to the Fund. 3.2 Custody Account. (a) Custodian shall open and maintain in its trust --------------- department a custody account in the name of the Fund, subject only to draft or order of Custodian, in which Custodian shall enter and carry all Securities, cash and other assets of the Fund which are delivered to Custodian and accepted by it. Custodian shall not be under any duty or obligation to require the Fund to deliver to it any Securities or funds owned by the Fund and shall have no responsibility or liability for or on account of Securities or funds not so delivered. (b) If Custodian at any time fails to receive any of the documents referred to in Section 3.5(a) below, then, until such time as it receives such document, it shall not be -4- obligated to receive any Securities of the Fund into the Custody Account and shall be entitled to return to the Fund any Securities of the Fund that it is holding. (c) Custodian may, but shall not be obligated to, hold Securities that may be held only in physical form. (d) Custodian is authorized to disclose the name, address and securities positions of the Fund to the issuers of such securities when requested by them to do so. 3.3 Appointment of Agents. (a) Custodian may employ suitable agents, --------------------- which may include affiliates of Custodian, such as Bear Stearns or BSSC, both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) Upon notification of the Fund and in its discretion, Custodian may appoint, and, upon notification of the Fund, at any time remove, any domestic bank or trust company which is qualified to act as a custodian under the 1940 Act as sub-custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, and, upon notification of the Fund, may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agent or opening and maintenance of any such accounts shall be at Custodian's expense and shall not relieve Custodian of any of its obligations or liabilities under this Agreement. (c) Upon receipt of Written Instructions to do so and at the Fund's expense, Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to act as a custodian under the -5- 1940 Act, and (ii) notwithstanding anything to the contrary in Section 9.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund for the actions or omissions of any such sub-custodian than any such sub- custodian has to Custodian, and Custodian shall not be required to discharge any such liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian against it or has otherwise discharged its liability to Custodian in full. 3.4 Delivery of Assets to Custodian. The Fund shall deliver to Custodian ------------------------------- the Fund's Securities, cash and other assets, which are acceptable to Custodian, including (a) payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the term of this Agreement, and (b) cash received by the Fund for the issuance, at any time during such term, of Shares. Custodian shall not be responsible for such Securities, cash or other assets until actually received by it. 3.5 Securities Depositories and Book-Entry Systems. Custodian may ---------------------------------------------- deposit and/or maintain Securities of the Fund in a Securities Depository or in a Book-Entry System, subject to the following provisions: (a) Prior to a deposit of Securities of the Fund in any Securities Depository or Book-Entry System, the Fund shall deliver to Custodian a resolution of the Board of Directors of the Company, certified by an Officer, authorizing and instructing Custodian (and any sub-custodian appointed pursuant to Section 3.3 above) on an on-going basis to deposit in such Securities Depository or Book-Entry System all Securities eligible for deposit therein and to make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder (or under the applicable sub-custody agreement in the case of such sub-custodian), including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities. -6- (b) Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account ("Depository Account") of Custodian in such Book-Entry System or Securities Depository which includes only assets held by Custodian as a fiduciary, custodian or otherwise for customers. (c) The records of Custodian with respect to Securities of the Fund maintained in a Book-Entry System or Securities Depository shall at all times identify such Securities as belonging to the Fund. (d) If Securities purchased by the Fund are to be held in a Book-Entry System or Securities Depository, Custodian shall pay for such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of Custodian to reflect such payment and transfer for the account of the Fund. If Securities sold by the Fund are held in a Book-Entry System or Securities Depository, Custodian shall transfer such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of Custodian to reflect such transfer and payment for the account of the Fund. (e) Custodian shall provide the Fund with copies of any report obtained by Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository. (f) At its election, the Company on behalf of the Fund shall be subrogated to the rights of Custodian with respect to any claim against a Book-Entry System or Securities Depository or any other person for any loss or damage to the Fund arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Fund has not been made whole for any such loss or damage. -7- 3.6 Disbursement of Moneys from the Custody Account. Upon receipt of ----------------------------------------------- Proper Instructions, Custodian shall disburse moneys from the Custody Account, but only in the following cases: (a) For the purchase of Securities for the Fund but only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to Custodian (or any sub- custodian appointed pursuant to Section 3.3 above) of such Securities registered as provided in Section 3.9 below or in proper form for transfer or, if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in Section 3.5 above; (ii) in the case of options on Securities, against delivery to Custodian (or such sub-custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on futures contracts, against delivery to Custodian (or such sub-custodian) of evidence of title thereto in favor of the Fund, the Custodian, any such sub-custodian or any nominee referred to in Section 3.9 below; and (iv) in the case of repurchase or reverse repurchase agreements entered into by the Fund, against delivery of the purchased Securities either in certificate form or through an entry crediting Custodian's account at a Book- Entry System or Securities Depository with such Securities; (b) In connection with the conversion, exchange or surrender, as set forth in Section 3.7(f) below, of Securities owned by the Fund; (c) For the payment of any dividends or capital gain distributions declared by the Fund; (d) In payment of the redemption price of Shares as provided in Article V below; (e) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, administration, investment management, investment advisory, accounting, auditing, transfer -8- agent, custodian, trustee and legal fees; and other operating expenses of the Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses; (f) For transfer in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer, relating to compliance with rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund; (g) For transfer in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian, and a futures commission merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; (h) For the funding of any uncertificated time deposit or other interest- bearing account with any banking institution (including Custodian), but only if the payment instructions to Custodian detail specific Securities to be acquired; (i) For the purchase from a bank or other financial institution of loan participations, but only if Custodian has in its possession a copy of the agreement between the Company on behalf of the Fund and such bank or other financial institution with respect to the purchase of such loan participations and the payment instructions to Custodian detail specific assets to be acquired; (j) For transfer to a broker-dealer registered under the 1934 Act or in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and such a broker-dealer as margin for a short sale of Securities; -9- (k) For the payment of the amounts of dividends received with respect to Securities sold short; and (l) For any other proper purpose, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Directors, certified by an Officer, specifying the amount and purpose of such payment, declaring such purpose to be a proper purpose of the Fund, and naming the person or persons to whom such payment is to be made. 3.7 Delivery of Securities from the Custody Account. Upon receipt of ----------------------------------------------- Proper Instructions, Custodian shall release and deliver Securities of the Fund from the Custody Account but only in the following cases: (a) Upon the sale of Securities for the account of the Fund but, subject to Section 4.3 below, only against receipt of payment therefor in cash, by certified or cashiers' check or bank credit; (b) In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.5 above; (c) To an offeror's depository agent in connection with tender or other similar offers for Securities of the Fund; provided that, in any such case, the cash or other consideration is to be delivered to Custodian; (d) To the issuer thereof or its agent (i) for transfer into the name of the Fund or any of the nominees referred to in Section 3.9 below, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to Custodian; (e) To the broker selling Securities, for examination in accordance with the "street delivery" custom; -10- (f) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to Custodian; (g) Upon receipt of payment therefor pursuant to any repurchase agreement entered into by the Fund; (h) In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities and cash, if any, are to be delivered to Custodian; (i) For delivery in connection with any loans of Securities pursuant to any securities loan agreement entered into by the Company on behalf of the Fund, but only against receipt of such collateral as is required under such securities loan agreement; (j) For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Fund, but only against receipt by Custodian of the amounts borrowed; (k) Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Fund; (l) For delivery in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund; -11- (m) For delivery in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian, and a futures commission merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; (n) For delivery to a broker-dealer registered under the 1934 Act or in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and such a broker-dealer as margin for a short sale of Securities; (o) For any other proper purpose, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Directors, certified by an Officer, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper purpose of the Fund, and naming the person or persons to whom delivery of such Securities is to be made. 3.8 Actions Not Requiring Proper Instructions. Unless otherwise ----------------------------------------- instructed by the Fund, Custodian shall with respect to all Securities held for the Fund: (a) Subject to Section 9.4 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business; (b) Subject to Section 9.4 below, collect on a timely basis the amount payable upon or with respect to all Securities and other assets which may mature or be called, redeemed, retired or otherwise become payable; (c) Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; -12- (d) Surrender interim receipts or Securities in temporary form for Securities in definitive form; (e) Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the Internal Revenue Service ("IRS") and to the Fund at such time, in such manner and containing such information as is prescribed by the IRS; (f) Hold for the Fund all rights and similar securities issued with respect to Securities of the Fund; and (g) In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and assets of the Fund. 3.9 Registration and Transfer of Securities. All Securities held for the --------------------------------------- Fund that are issuable only in bearer form shall be held by Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of Custodian as agent, any sub-custodian appointed pursuant to Section 3.3 above, any Securities Depository, or any nominee or agent of any of them. The Fund shall furnish to Custodian appropriate instruments to enable Custodian to hold or deliver in proper form for transfer, or to register as in this Section 3.9 provided, any Securities delivered to Custodian which are registered in the name of the Fund. 3.10 Records. (a) Custodian shall maintain complete and accurate records ------- with respect to Securities, cash or other property held for the Fund, including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, if any, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and -13- substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest accrued; and (iii) cancelled checks and bank records related thereto. Custodian shall keep such other books and records with respect to Securities, cash and other property of the Fund which is held hereunder as the Fund may reasonably request. (b) All such books and records maintained by Custodian shall (i) be maintained in a form acceptable to the Fund and in compliance with rules and regulations of the Securities and Exchange Commission, (ii) be the property of the Fund and at all times during the regular business hours of Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Company on behalf of the Fund and employees or agents of the Securities and Exchange Commission, and (iii) if required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. 3.11 Reports by Custodian. Custodian shall furnish the Fund with a daily -------------------- activity statement, including a summary of all transfers to or from the Custody Account, on the day following such transfers. At least monthly and from time to time, Custodian shall furnish the Fund with a detailed statement of the Securities and moneys held for the Fund under this Agreement. 3.12 Other Reports by Custodian. Custodian shall provide the Fund with -------------------------- such reports as the Fund may reasonably request from time to time on the internal accounting controls and procedures for safeguarding Securities which are employed by Custodian or any sub-custodian appointed pursuant to Section 3.3 above. 3.13 Proxies and Other Materials. Unless otherwise instructed by the --------------------------- Fund, Custodian shall promptly deliver to the Fund (at the address set forth in Article XVI below) all notices of meetings, proxies and proxy materials which it receives regarding Securities held in the Custody Account. Before delivering them to the Fund, Custodian shall cause all proxies relating to such Securities which are not registered in the name of the Fund, or a nominee thereof, to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted. Unless otherwise instructed by the Fund, -14- neither Custodian nor any of its agents shall exercise any voting rights with respect to Securities held hereunder. 3.14 Information on Corporate Actions. Custodian shall promptly transmit -------------------------------- to the Fund (at the address set forth in Article XVI below) all written information received by Custodian from issuers of Securities held in the Custody Account. With respect to tender or exchange offers for such Securities, Custodian shall promptly transmit to the Fund all written information received by it from the issuers of the Securities whose tender or exchange is sought and by the party (or its agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Fund shall notify Custodian at least five Business Days prior to the date on which Custodian is to take such action. 3.15 Co-operation. Custodian shall cooperate with and supply necessary ------------ information to the entity or entities appointed by the Company on behalf of the Fund to keep the books of account of the Fund and/or to compute the value of the assets of the Fund. ARTICLE IV PURCHASE AND SALE OF INVESTMENTS OF THE FUND -------------------------------------------- 4.1 Purchase of Securities. Promptly upon each purchase of Securities ---------------------- for the Fund, Written Instructions shall be delivered to Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any), or other units purchased, (c) the date of purchase and settlement, (d) the purchase price per unit, (e) the total amount payable upon such purchase, and (f) the name of the person to whom such amount is payable. Custodian shall upon receipt of such Securities purchased by the Fund (or, if the Securities are transferred by means of a private placement transaction, upon the receipt of such Securities or payment instructions to Custodian which detail specific Securities to be acquired) pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. Custodian shall not be under any obligation to pay out moneys to cover the cost of a -15- purchase of Securities or other assets for the Fund if there is insufficient cash available in the Custody Account. 4.2 Sale of Securities. Promptly upon each sale of Securities by the ------------------ Fund, Written Instructions shall be delivered to Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any), or other units sold, (c) the date of sale and settlement, (d) the sale price per unit, (e) the total amount payable upon such sale, and (f) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities. 4.3 Delivery of Securities Sold. Notwithstanding Section 4.2 above --------------------------- or any other provision of this Agreement, Custodian, when instructed to deliver Securities against payment, shall be entitled, but only if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefor and, exclusively in the case of Securities in physical form, to deliver such Securities prior to receipt of payment. In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and Custodian shall have no liability for any of the foregoing. 4.4 Payment for Securities Sold, etc. In its sole discretion and --------------------------------- from time to time, Custodian may credit the Custody Account, prior to actual receipt of final payment thereof, with (a) proceeds from the sale of Securities which it has been instructed to deliver against payment, (b) proceeds from the redemption of Securities or other assets of the Fund, and (c) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Custody Account in anticipation of actual receipt of final -16- payment. Any such funds shall be repayable immediately upon demand made by Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Custody Account. 4.5 Final Payment. For purposes of this Agreement, "final payment" ------------- means payment in funds which are (or have become) immediately available, under applicable law are irreversible, and are not subject to any security interest, levy, lien or other encumbrance. ARTICLE V REDEMPTION OF FUND SHARES ------------------------- 5.1 Transfer of Funds. From such funds as may be available for the ----------------- purpose in the Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares on account of the Fund, Custodian shall wire each amount specified in such Proper Instructions to or through such bank as the Fund may designate therein with respect to such amount. 5.2 No Duty Regarding Paying Banks. Custodian shall not be ------------------------------ responsible for the payment or distribution by any bank designated in Proper Instructions given pursuant to Section 5.1 above of any amount paid by Custodian to such bank in accordance with such Proper Instructions. ARTICLE VI SEGREGATED ACCOUNTS ------------------- Upon receipt of Proper Instructions, Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or Securities, including Securities maintained in a Depository Account: (a) in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer (or any futures commission merchant), -17- relating to compliance with the rules of The Options Clearing Corporation or of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (b) for purposes of segregating cash or Securities in connection with securities options purchased or written by the Fund or in connection with financial futures contracts (or options thereon) purchased or sold by the Fund, (c) which constitute collateral for loans of Securities made by the Fund, (d) for purposes of compliance by the Fund with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements, when-issued, delayed delivery and firm commitment transactions, and short sales of securities, and (e) for other proper purposes, but only upon receipt of, in addition to Proper Instructions, a copy of a resolution of the Board of Directors, certified by an Officer, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper purposes of the Fund. ARTICLE VII SECURITIES LENDING TRANSACTIONS ------------------------------- 7.1 Transactions. If and to the extent that the necessary funds and ------------ Securities have been entrusted to it under this Agreement (and unless the Fund gives it Proper Instructions to do otherwise), Custodian from time to time shall make for the account of the Fund the transfers of funds and deliveries of Securities which the Fund is required to make pursuant to the Securities Loan Agreement and shall receive for the account of the Fund the transfers of funds and deliveries of Securities which the borrower under the Securities Loan Agreement is required -18- to make pursuant thereto. Custodian shall make and receive all such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Securities Loan Agreement. 7.2 Collateral; Events of Default. Custodian shall daily mark to ----------------------------- market, in the manner provided for in the Securities Loan Agreement, all loans of Securities which may from time to time be outstanding thereunder. Custodian shall promptly notify the Fund of any Default under the Securities Loan Agreement (as such term "Default" is defined therein) of which it has actual knowledge. 7.3 Securities Loan Agreement. Custodian hereby acknowledges its ------------------------- receipt from the Company on behalf of the Fund of a copy of the Securities Loan Agreement. The Fund shall provide Custodian, prior to the effectiveness thereof, with a copy of any amendment to the Securities Loan Agreement. ARTICLE VIII REPURCHASE TRANSACTIONS ----------------------- 8.1 Transactions. If and to the extent that the funds and Securities ------------ have been entrusted to it under this Agreement (and unless the Fund gives it Proper Instructions to do otherwise), Custodian from time to time shall make for the account of the Fund the transfers of funds and deliveries of Securities which the Fund is required to make pursuant to the Master Repurchase Agreement and shall receive for the account of the Fund the transfers of funds and deliveries of Securities which the seller under the Master Repurchase Agreement is required to make pursuant thereto. Custodian shall make and receive all such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Master Repurchase Agreement. 8.2 Collateral; Events of Default. Custodian shall daily mark to ----------------------------- market the Securities purchased by the Fund under the Master Repurchase Agreement and held in the Custody Account, and shall give to the seller thereunder any such notice as may be required by the Master Repurchase Agreement in connection with such mark-to-market. Custodian shall promptly notify the Fund of any Event of Default by the seller under the Master Repurchase -19- Agreement (as such term "Event of Default" is defined therein) of which it has actual knowledge. 8.3 Master Repurchase Agreement. Custodian hereby acknowledges its --------------------------- receipt from the Company on behalf of the Fund of a copy of the Master Repurchase Agreement. The Fund shall provide Custodian, prior to the effectiveness thereof, with a copy of any amendment to the Master Repurchase Agreement. ARTICLE IX CONCERNING THE CUSTODIAN ------------------------ 9.1 Standard of Care. Custodian shall be held to the exercise of ---------------- reasonable care in carrying out its obligations under this Agreement, and shall be without liability to the Fund for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim which does not arise from willful misfeasance, bad faith or negligence on the part of Custodian or reckless disregard by Custodian of its obligations under this Agreement. Custodian shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In no event shall Custodian be liable for special or consequential damages or be liable in any manner whatsoever for any action taken or omitted upon instructions from the Fund or any agent of the Company on behalf of the Fund. Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, the provisions of its charter documents or by-laws, or its investment objectives, policies and limitations as in effect from time to time. 9.2 Actual Collection Required. Custodian shall not be liable for, -------------------------- or considered to be the custodian of, any cash belonging to the Fund or any money represented by a check, draft or other instrument for the payment of money, until Custodian or its agents actually receive such cash or collect on such instrument. -20- 9.3 No Responsibility for Title, etc. So long as and to the extent --------------------------------- that it is in the exercise of reasonable care, Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it or its agents. 9.4 Limitation on Duty to Collect. Custodian shall promptly notify ----------------------------- the Fund whenever any money or property due and payable from or on account of any Securities held hereunder for the Fund is not timely received by it. Custodian shall not, however, be required to enforce collection, by legal means or otherwise, of any such money or other property not paid when due, but shall receive the proceeds of such collections as may be effected by it or its agents in the ordinary course of Custodian's custody and safekeeping business or of the custody and safekeeping business of such agents. 9.5 Express Duties Only. Custodian shall have no duties or obligations ------------------- whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against Custodian. Custodian shall have no discretion whatsoever with respect to the management, disposition or investment of the Custody Account and is not a fiduciary to the Fund. 9.6 Compliance with Laws. Custodian undertakes to comply with all -------------------- applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act and the Commodities Exchange Act and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Custodian hereunder. Except as specifically set forth herein, Custodian assumes no responsibility for such compliance by the Fund. ARTICLE X INDEMNIFICATION --------------- 10.1 Indemnification. The Fund shall indemnify and hold harmless --------------- Custodian, any sub-custodian and any nominee of Custodian or any sub-custodian, from and against any loss, damages, cost, expense (including attorneys' fees and disbursements), liability (including, without limitation, liability arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, -21- and any federal or state securities and/or banking laws) or claim arising directly or indirectly (a) from the fact that Securities are registered in the name of any such nominee, or (b) from any action or inaction by Custodian or such sub-custodian or other agent (i) at the request or direction of or in reliance on the advice of the Fund or any of its agents, or (ii) upon Proper Instructions, or (c) generally, from the performance of its obligations under this Agreement, provided that Custodian, any sub-custodian or any nominee of either of them shall not be indemnified and held harmless from and against any such loss, damage, cost, expense, liability or claim arising from Custodian's willful misfeasance, bad faith, negligence or reckless disregard of its obligations under this Agreement or, in the case of any sub-custodian or its nominee, from such sub-custodian's willful misfeasance, bad faith, negligence or reckless disregard of its obligations under the Agreement under which it is acting. 10.2 Indemnity to be Provided. If the Fund requests Custodian to take ------------------------ any action with respect to Securities, which may, in the opinion of Custodian, result in Custodian or its nominee becoming liable for the payment of money or incurring liability of some other form, Custodian shall not be required to take such action until the Fund shall have provided indemnity therefor to Custodian in an amount and form satisfactory to Custodian. 10.3 Security. As security for the payment of any present or future -------- obligation or liability of any kind which the Fund may have to Custodian with respect to or in connection with the Custody Account or this Agreement, the Fund hereby pledges to Custodian all cash, Securities and other property of every kind which is in the Custody Account or otherwise held for the Fund pursuant to this Agreement, and hereby grants to Custodian a lien, right of set-off and continuing security interest in such cash, Securities and other property. 10.4 Limitation. Notwithstanding any other provision of this Agreement, ---------- the obligations and liabilities of the Company on behalf of the Fund under this Agreement are solely those of the Fund, and neither the Company generally nor any of its other investment portfolios shall be responsible for any of such obligations or liabilities. -22- ARTICLE XI FORCE MAJEURE ------------- Neither Custodian nor the Fund shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation. ARTICLE XII REPRESENTATIONS AND WARRANTIES ------------------------------ Each of the Company on behalf of the Fund and Custodian represents and warrants for itself that (a) it has all necessary power and authority to perform its obligations hereunder, (b) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary action and will not violate any law, regulation, charter, by-law, or other instrument, restriction or provision applicable to it or by which it is bound, and (c) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms. ARTICLE XIII COMPENSATION OF CUSTODIAN ------------------------- The Fund shall pay Custodian such fees and charges as are set forth in the fee schedule annexed hereto as Exhibit C, as such fee schedule may from time to time be revised by Custodian upon 14 days' prior written notice to the Fund. Any annual fee or other charges payable by the Fund shall be paid monthly by automatic deduction from the Custody Account. Expenses incurred by Custodian in the performance of its services hereunder, and all other -23- proper charges and disbursements of the Custody Account, shall be charged to the Custody Account by Custodian and paid therefrom. ARTICLE XIV TAXES ----- Any and all taxes, including any interest and penalties with respect thereto, which may be levied or assessed under present or future laws or in respect of the Custody Account or any income thereof shall be charged to the Custody Account by Custodian and paid therefrom. ARTICLE XV AUTHORIZED PERSONS ------------------ 15.1 Authorized Persons. Custodian may rely upon and act in ------------------ accordance with any notice, confirmation, instruction or other communication received by it from the Fund which is reasonably believed by Custodian to have been given or signed on behalf of the Fund by one of the Authorized Persons designated by the Fund in Exhibit A hereto, as it may from time to time be revised. The Fund may revise Exhibit A hereto at any time by notice in writing to Custodian given in accordance with Article XVI below, but no revision of Exhibit A hereto shall be effective until Custodian actually receives such notice. 15.2 Investment Advisers. Custodian may also act in accordance with ------------------- any Written or Oral Instructions which are reasonably believed by Custodian to have been given or signed by one of the persons designated from time to time by any of the investment advisers of the Fund specified in Exhibit B hereto (if any) as it may from time to time be revised. The Fund may revise Exhibit B hereto at any time by notice in writing to Custodian given in accordance with Article XVI below, and each investment adviser specified in Exhibit B hereto (if any) may at any time by like notice designate an Authorized Person or remove an Authorized Person previously designated by it, but no revision of Exhibit B hereto (if any) and no designation or removal by such investment adviser shall be effective until Custodian actually receives such notice. -24- 15.3 Oral Instructions. Custodian may rely upon and act in ----------------- accordance with Oral Instructions (as defined in Section 1.9 above). If Written Instructions confirming Oral Instructions are not received by Custodian prior to a transaction, it shall in no way affect the validity of the transaction authorized by such Oral Instructions or the authorization of the Fund to effect such transaction. Custodian shall incur no liability to the Fund in acting upon Oral Instructions (as defined in Section 1.9 above). To the extent such Oral Instructions vary from any confirming Written Instructions, Custodian shall advise the Fund of such variance but unless confirming Written Instructions are timely received, such Oral Instructions will govern. Either Custodian or Fund may electronically record any instructions given by telephone and any other telephone discussions with respect to the account of the Fund. ARTICLE XVI NOTICES ------- Unless otherwise specified herein, all demands, notices, instructions, and other communications to be given hereunder shall be sent, delivered or given to the recipient at the address set forth after its name hereinbelow: IF TO THE FUND: NUMERIC GROWTH FUND - THE RBB FUND, INC. Bellevue Park Corporate Center 400 Bellevue Parkway - Suite 100 Wilmington, DE 19809 Attention: Charles D. Curtis, Jr. ---------------------- Telephone: (302) 791 - 1791 Facsimile: (302) 791 - 3067 IF TO CUSTODIAN: CUSTODIAL TRUST COMPANY 101 Carnegie Center Princeton, New Jersey 08540-6231 Attention: Vice President - Trust Operations --------------------------------- Telephone: (609) 951-2320 Facsimile: (609) 951-2327 or at such other address as either party shall have provided to the other by notice given in accordance with this Article XVI. Writing shall include transmissions by or through teletype, facsimile, central processing unit connection, on-line terminal and magnetic tape. -25- ARTICLE XVII TERMINATION ----------- Either party hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than sixty (60) days after the date of the giving of such notice. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on that date (a) deliver directly to the successor custodian or its agents all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Fund and held by Custodian as custodian, and (b) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Fund, provided that the Fund shall have paid to Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. ARTICLE XVIII MISCELLANEOUS ------------- 18.1 Business Days. Nothing contained in this Agreement shall require ------------- Custodian to perform any function or duties on a day other than a Business Day. 18.2 Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. 18.3 References to Custodian. The Fund shall not circulate any printed ----------------------- matter which contains any reference to Custodian without the prior written approval of Custodian, excepting printed matter contained in the prospectus or statement of additional information for the Fund and such other printed matter as merely identifies Custodian as custodian for the Fund. The Fund shall submit printed matter requiring approval to Custodian in draft form, allowing sufficient time for review by Custodian and its counsel prior to any deadline for printing. -26- 18.4 No Waiver. No failure by either party hereto to exercise, and --------- no delay by such party in exercising, any right hereunder shall operate as a waiver thereof. The exercise by either party hereto of any right hereunder shall not preclude the exercise of any other right, and the remedies provided herein are cumulative and not exclusive of any remedies provided at law or in equity. 18.5 Amendments. This Agreement cannot be changed orally and no ---------- amendment to this Agreement shall be effective unless evidenced by an instrument in writing executed by the parties hereto. 18.6 Counterparts. This Agreement may be executed in one or more ------------ counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. 18.7 Severability. If any provision of this Agreement shall be ------------ invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. 18.8 Successors and Assigns. This Agreement shall be binding upon ---------------------- and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be -------- ------- assignable by either party hereto without the written consent of the other party. Any purported assignment in violation of this Section 18.8 shall be void. 18.9 Headings. The headings of sections in this Agreement are for -------- convenience of reference only and shall not affect the meaning or construction of any provision of this Agreement. -27- IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its representative thereunto duly authorized, all as of the day and year first above written. THE RRB FUND, INC. on behalf of CUSTODIAL TRUST COMPANY THE NUMERIC GROWTH FUND By By -------------------- ----------------------------- Authorized Officer Authorized Officer -28- EXHIBIT A AUTHORIZED PERSONS Set forth below are the names and specimen signatures of the persons authorized by the Numeric Growth Fund - The RRB Fund, Inc. to administer the Custody Account. Name Signature ---- --------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- EXHIBIT B --------- INVESTMENT ADVISERS EXHIBIT C --------- CUSTODY FEES AND TRANSACTION CHARGES The Fund shall pay Custodian the following fees and charges for holdings and transactions in the United States, all such fees and charges to be payable monthly by deduction from the Custody Account: (1) an annual fee of the greater of 0.015% (one and one-half basis points) per annum of the value of the assets in the Custody Account or $5,000, such fee to be payable monthly based upon the total market value of such assets as determined on the last Business Day of the month for which such fee is charged; (2) a transaction charge of $12 for each receipt or delivery of book- entry Securities into or from the Custody Account (but not for any such receipt or delivery (a) in a repurchase transaction representing a cash sweep investment for the Fund's account or representing the investment by the Fund of cash collateral for a loan of Securities or (b) of book-entry Securities which are collateral for a loan of Securities); (3) a transaction charge of $25 for each receipt or delivery into or from the Custody Account of Securities in physical form; (4) a transaction charge for each repurchase transaction in the Custody Account which represents a cash sweep investment for the Fund's account, computed at a rate of 0.10% (ten basis points) per annum on the amount of the purchase price paid by the Fund in such repurchase transaction on the basis of a 360-day year and for the actual number of days such repurchase transaction is outstanding; (5) a charge of $10 for each "free" transfer of funds from the Custody Account; (6) an administrative fee for each purchase in the Custody Account of shares or other interests in a money market or other fund, which purchase represents a cash sweep investment for the Fund's account, computed for each day that there is a positive balance in such fund to equal 1/365th of 0.10% (ten basis points) on the amount of such positive balance for such day; and (7) a service charge for each holding of Securities or other property sold by way of private placement or in such other manner as to require services by Custodian which in its reasonable judgment are materially in excess of those ordinarily required for the holding of publicly traded Securities in the United States. Fees and charges for holdings and transactions outside the United States, if any, shall be as separately agreed upon by the Fund and Custodian. CUSTODY AGREEMENT AGREEMENT, dated as of May 20, 1996 by and between THE RBB FUND, INC. (the "Company"), a corporation organized under the laws of the State of Maryland on behalf of its portfolio, the Numeric Micro Cap Fund (the "Fund"), and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the "Custodian"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company on behalf of the Fund desires that the Fund's securities, cash and other assets be held and administered by Custodian pursuant to this Agreement; WHEREAS, the Fund is an investment portfolio represented by a series of Shares constituting part of the capital stock of the Company, an open-end management investment company registered under the 1940 Act (as hereinafter defined); WHEREAS, Custodian represents that it is a bank having the qualifications prescribed in Section 26(a)(i) of the 1940 Act; NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company on behalf of the Fund and Custodian hereby agree as follows: ARTICLE I DEFINITIONS ----------- Whenever used in this Agreement, the following terms, unless the context otherwise requires, shall mean: 1.1 "Authorized Person" means any Officer or other person duly authorized ----------------- by resolution of the Board of Directors to give Oral Instructions and Written Instructions on behalf of the Fund and identified, by name or by office, in Exhibit A hereto or any person duly designated to do so by an investment adviser of the Fund specified by the Fund in Exhibit B hereto. 1.2 "Board of Directors" means the Board of Directors of the Company or, ------------------ when permitted under the 1940 Act, the Executive Committee thereof, if any. 1.3 "Book-Entry System" means a book-entry system maintained by a Federal ----------------- Reserve bank as provided for in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such other book-entry regulations of federal agencies as are substantially in the form of such Subpart O. 1.4 "Business Day" means any day recognized as a settlement day by The ------------ New York Stock Exchange, Inc. and on which banks in the State of New Jersey are open for business. 1.5 "Custody Account" means the account in the name of the Fund, which is --------------- provided for in Section 3.2 below. 1.6 "Master Repurchase Agreement" means that certain Master Repurchase --------------------------- Agreement of even date herewith between the Company on behalf of the Fund and Bear, Stearns & Co. Inc., an affiliate of Custodian ("Bear Stearns"), as it may from time to time be amended. 1.7. "1940 Act" means the Investment Company Act of 1940, as amended. -------- 1.8 "Officer" means the President, any Vice President, the Secretary, any ------- Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Company. 1.9 "Oral Instructions" means instructions orally transmitted to and ----------------- accepted by Custodian which are (a) reasonably believed by Custodian to have been given by an Authorized Person, (b) recorded and kept among the records of Custodian made in the ordinary course of business, and (c) orally confirmed by Custodian. 1.10 "Proper Instructions" means Oral Instructions or Written ------------------- Instructions. Proper Instructions may be continuing Written Instructions when deemed appropriate by both parties. 1.11 "Securities" includes, without limitation, common and preferred ---------- stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, forward contracts, futures contracts (including those related to indexes), options on futures contracts or indexes, bankers' acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that Custodian has the facilities to clear and to service. 1.12 "Securities Loan Agreement" means that certain Securities Loan ------------------------- Agreement of even date herewith between the Company on behalf of the Fund and Bear, Stearns Securities Corp. ("BSSC"), as it may from time to time be amended. 1.13 "Securities Depository" means The Depository Trust Company and --------------------- (provided that Custodian has received a copy of a resolution of the Board of Directors of the Company, certified by an Officer, specifically approving the use thereof as a depository for the Fund) any other clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central handling and deposit of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities. 1.14 "Shares" means the shares into which the capital stock of the Company ------ is divided. 1.15 "Written Instructions" means (a) written communications received by -------------------- Custodian and signed by two persons reasonably believed by Custodian to be Authorized Persons, or (b) communications by telex or any other such system from two persons reasonably believed by Custodian to be Authorized Persons, or (c) communications between electro-mechanical or electronic devices. ARTICLE II APPOINTMENT OF CUSTODIAN ------------------------ 2.1 Appointment. The Company on behalf of the Fund hereby appoints ----------- Custodian as custodian of all such Securities, cash and other assets as may be acceptable to Custodian and from time to time delivered to it by the Fund or others for the account of the Fund. 2.2 Acceptance. Custodian hereby accepts appointment as such custodian ---------- and agrees to perform the duties thereof as hereinafter set forth. ARTICLE III CUSTODY OF CASH AND SECURITIES ------------------------------ 3.1 Segregation. All Securities and non-cash property of the Fund in the ----------- possession of Custodian (other than Securities maintained by Custodian in a Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of Custodian and shall be identified as belonging to the Fund. 3.2 Custody Account. (a) Custodian shall open and maintain in its trust --------------- department a custody account in the name of the Fund, subject only to draft or order of Custodian, in which Custodian shall enter and carry all Securities, cash and other assets of the Fund which are delivered to Custodian and accepted by it. Custodian shall not be under any duty or obligation to require the Fund to deliver to it any Securities or funds owned by the Fund and shall have no responsibility or liability for or on account of Securities or funds not so delivered. (b) If Custodian at any time fails to receive any of the documents referred to in Section 3.5(a) below, then, until such time as it receives such document, it shall not be obligated to receive any Securities of the Fund into the Custody Account and shall be entitled to return to the Fund any Securities of the Fund that it is holding. (c) Custodian may, but shall not be obligated to, hold Securities that may be held only in physical form. (d) Custodian is authorized to disclose the name, address and securities positions of the Fund to the issuers of such securities when requested by them to do so. 3.3 Appointment of Agents. (a) Custodian may employ suitable agents, --------------------- which may include affiliates of Custodian, such as Bear Stearns or BSSC, both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) Upon notification of the Fund and in its discretion, Custodian may appoint, and, upon notification of the Fund, at any time remove, any domestic bank or trust company which is qualified to act as a custodian under the 1940 Act as sub- custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, and, upon notification of the Fund, may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agent or opening and maintenance of any such accounts shall be at Custodian's expense and shall not relieve Custodian of any of its obligations or liabilities under this Agreement. (c) Upon receipt of Written Instructions to do so and at the Fund's expense, Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to act as a custodian under the 1940 Act, and (ii) notwithstanding anything to the contrary in Section 9.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund for the actions or omissions of any such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall not be required to discharge any such liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian against it or has otherwise discharged its liability to Custodian in full. 3.4 Delivery of Assets to Custodian. The Fund shall deliver to Custodian ------------------------------- the Fund's Securities, cash and other assets, which are acceptable to Custodian, including (a) payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the term of this Agreement, and (b) cash received by the Fund for the issuance, at any time during such term, of Shares. Custodian shall not be responsible for such Securities, cash or other assets until actually received by it. 3.5 Securities Depositories and Book-Entry Systems. Custodian may ---------------------------------------------- deposit and/or maintain Securities of the Fund in a Securities Depository or in a Book-Entry System, subject to the following provisions: (a) Prior to a deposit of Securities of the Fund in any Securities Depository or Book-Entry System, the Fund shall deliver to Custodian a resolution of the Board of Directors of the Company, certified by an Officer, authorizing and instructing Custodian (and any sub-custodian appointed pursuant to Section 3.3 above) on an on-going basis to deposit in such Securities Depository or Book-Entry System all Securities eligible for deposit therein and to make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder (or under the applicable sub-custody agreement in the case of such sub-custodian), including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities. (b) Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account ("Depository Account") of Custodian in such Book-Entry System or Securities Depository which includes only assets held by Custodian as a fiduciary, custodian or otherwise for customers. (c) The records of Custodian with respect to Securities of the Fund maintained in a Book-Entry System or Securities Depository shall at all times identify such Securities as belonging to the Fund. (d) If Securities purchased by the Fund are to be held in a Book-Entry System or Securities Depository, Custodian shall pay for such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of Custodian to reflect such payment and transfer for the account of the Fund. If Securities sold by the Fund are held in a Book-Entry System or Securities Depository, Custodian shall transfer such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of Custodian to reflect such transfer and payment for the account of the Fund. (e) Custodian shall provide the Fund with copies of any report obtained by Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository. (f) At its election, the Company on behalf of the Fund shall be subrogated to the rights of Custodian with respect to any claim against a Book- Entry System or Securities Depository or any other person for any loss or damage to the Fund arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Fund has not been made whole for any such loss or damage. 3.6 Disbursement of Moneys from the Custody Account. Upon receipt of ----------------------------------------------- Proper Instructions, Custodian shall disburse moneys from the Custody Account, but only in the following cases: (a) For the purchase of Securities for the Fund but only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to Custodian (or any sub- custodian appointed pursuant to Section 3.3 above) of such Securities registered as provided in Section 3.9 below or in proper form for transfer or, if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in Section 3.5 above; (ii) in the case of options on Securities, against delivery to Custodian (or such sub-custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on futures contracts, against delivery to Custodian (or such sub-custodian) of evidence of title thereto in favor of the Fund, the Custodian, any such sub-custodian or any nominee referred to in Section 3.9 below; and (iv) in the case of repurchase or reverse repurchase agreements entered into by the Fund, against delivery of the purchased Securities either in certificate form or through an entry crediting Custodian's account at a Book-Entry System or Securities Depository with such Securities; (b) In connection with the conversion, exchange or surrender, as set forth in Section 3.7(f) below, of Securities owned by the Fund; (c) For the payment of any dividends or capital gain distributions declared by the Fund; (d) In payment of the redemption price of Shares as provided in Article V below; (e) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, administration, investment management, investment advisory, accounting, auditing, transfer agent, custodian, trustee and legal fees; and other operating expenses of the Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses; (f) For transfer in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer, relating to compliance with rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund; (g) For transfer in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian, and a futures commission merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; (h) For the funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including Custodian), but only if the payment instructions to Custodian detail specific Securities to be acquired; (i) For the purchase from a bank or other financial institution of loan participations, but only if Custodian has in its possession a copy of the agreement between the Company on behalf of the Fund and such bank or other financial institution with respect to the purchase of such loan participations and the payment instructions to Custodian detail specific assets to be acquired; (j) For transfer to a broker-dealer registered under the 1934 Act or in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and such a broker-dealer as margin for a short sale of Securities; (k) For the payment of the amounts of dividends received with respect to Securities sold short; and (l) For any other proper purpose, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Directors, certified by an Officer, specifying the amount and purpose of such payment, declaring such purpose to be a proper purpose of the Fund, and naming the person or persons to whom such payment is to be made. 3.7 Delivery of Securities from the Custody Account. Upon receipt of ----------------------------------------------- Proper Instructions, Custodian shall release and deliver Securities of the Fund from the Custody Account but only in the following cases: (a) Upon the sale of Securities for the account of the Fund but, subject to Section 4.3 below, only against receipt of payment therefor in cash, by certified or cashiers' check or bank credit; (b) In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.5 above; (c) To an offeror's depository agent in connection with tender or other similar offers for Securities of the Fund; provided that, in any such case, the cash or other consideration is to be delivered to Custodian; (d) To the issuer thereof or its agent (i) for transfer into the name of the Fund or any of the nominees referred to in Section 3.9 below, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to Custodian; (e) To the broker selling Securities, for examination in accordance with the "street delivery" custom; (f) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to Custodian; (g) Upon receipt of payment therefor pursuant to any repurchase agreement entered into by the Fund; (h) In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities and cash, if any, are to be delivered to Custodian; (i) For delivery in connection with any loans of Securities pursuant to any securities loan agreement entered into by the Company on behalf of the Fund, but only against receipt of such collateral as is required under such securities loan agreement; (j) For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Fund, but only against receipt by Custodian of the amounts borrowed; (k) Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Fund; (l) For delivery in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund; (m) For delivery in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian, and a futures commission merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; (n) For delivery to a broker-dealer registered under the 1934 Act or in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and such a broker-dealer as margin for a short sale of Securities; (o) For any other proper purpose, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Directors, certified by an Officer, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper purpose of the Fund, and naming the person or persons to whom delivery of such Securities is to be made. 3.8 Actions Not Requiring Proper Instructions. Unless otherwise ----------------------------------------- instructed by the Fund, Custodian shall with respect to all Securities held for the Fund: (a) Subject to Section 9.4 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business; (b) Subject to Section 9.4 below, collect on a timely basis the amount payable upon or with respect to all Securities and other assets which may mature or be called, redeemed, retired or otherwise become payable; (c) Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; (d) Surrender interim receipts or Securities in temporary form for Securities in definitive form; (e) Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the Internal Revenue Service ("IRS") and to the Fund at such time, in such manner and containing such information as is prescribed by the IRS; (f) Hold for the Fund all rights and similar securities issued with respect to Securities of the Fund; and (g) In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and assets of the Fund. 3.9 Registration and Transfer of Securities. All Securities held for the --------------------------------------- Fund that are issuable only in bearer form shall be held by Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of Custodian as agent, any sub-custodian appointed pursuant to Section 3.3 above, any Securities Depository, or any nominee or agent of any of them. The Fund shall furnish to Custodian appropriate instruments to enable Custodian to hold or deliver in proper form for transfer, or to register as in this Section 3.9 provided, any Securities delivered to Custodian which are registered in the name of the Fund. 3.10 Records. (a) Custodian shall maintain complete and accurate records ------- with respect to Securities, cash or other property held for the Fund, including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, if any, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest accrued; and (iii) cancelled checks and bank records related thereto. Custodian shall keep such other books and records with respect to Securities, cash and other property of the Fund which is held hereunder as the Fund may reasonably request. (b) All such books and records maintained by Custodian shall (i) be maintained in a form acceptable to the Fund and in compliance with rules and regulations of the Securities and Exchange Commission, (ii) be the property of the Fund and at all times during the regular business hours of Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Company on behalf of the Fund and employees or agents of the Securities and Exchange Commission, and (iii) if required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. 3.11 Reports by Custodian. Custodian shall furnish the Fund with a daily -------------------- activity statement, including a summary of all transfers to or from the Custody Account, on the day following such transfers. At least monthly and from time to time, Custodian shall furnish the Fund with a detailed statement of the Securities and moneys held for the Fund under this Agreement. 3.12 Other Reports by Custodian. Custodian shall provide the Fund with -------------------------- such reports as the Fund may reasonably request from time to time on the internal accounting controls and procedures for safeguarding Securities which are employed by Custodian or any sub-custodian appointed pursuant to Section 3.3 above. 3.13 Proxies and Other Materials. Unless otherwise instructed by the --------------------------- Fund, Custodian shall promptly deliver to the Fund (at the address set forth in Article XVI below) all notices of meetings, proxies and proxy materials which it receives regarding Securities held in the Custody Account. Before delivering them to the Fund, Custodian shall cause all proxies relating to such Securities which are not registered in the name of the Fund, or a nominee thereof, to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted. Unless otherwise instructed by the Fund, neither Custodian nor any of its agents shall exercise any voting rights with respect to Securities held hereunder. 3.14 Information on Corporate Actions. Custodian shall promptly transmit -------------------------------- to the Fund (at the address set forth in Article XVI below) all written information received by Custodian from issuers of Securities held in the Custody Account. With respect to tender or exchange offers for such Securities, Custodian shall promptly transmit to the Fund all written information received by it from the issuers of the Securities whose tender or exchange is sought and by the party (or its agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Fund shall notify Custodian at least five Business Days prior to the date on which Custodian is to take such action. 3.15 Co-operation. Custodian shall cooperate with and supply necessary ------------ information to the entity or entities appointed by the Company on behalf of the Fund to keep the books of account of the Fund and/or to compute the value of the assets of the Fund. ARTICLE IV PURCHASE AND SALE OF INVESTMENTS OF THE FUND -------------------------------------------- 4.1 Purchase of Securities. Promptly upon each purchase of Securities ---------------------- for the Fund, Written Instructions shall be delivered to Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any), or other units purchased, (c) the date of purchase and settlement, (d) the purchase price per unit, (e) the total amount payable upon such purchase, and (f) the name of the person to whom such amount is payable. Custodian shall upon receipt of such Securities purchased by the Fund (or, if the Securities are transferred by means of a private placement transaction, upon the receipt of such Securities or payment instructions to Custodian which detail specific Securities to be acquired) pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities or other assets for the Fund if there is insufficient cash available in the Custody Account. 4.2 Sale of Securities. Promptly upon each sale of Securities by the ------------------ Fund, Written Instructions shall be delivered to Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any), or other units sold, (c) the date of sale and settlement, (d) the sale price per unit, (e) the total amount payable upon such sale, and (f) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities. 4.3 Delivery of Securities Sold. Notwithstanding Section 4.2 above or any --------------------------- other provision of this Agreement, Custodian, when instructed to deliver Securities against payment, shall be entitled, but only if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefor and, exclusively in the case of Securities in physical form, to deliver such Securities prior to receipt of payment. In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and Custodian shall have no liability for any of the foregoing. 4.4 Payment for Securities Sold, etc. In its sole discretion and from --------------------------------- time to time, Custodian may credit the Custody Account, prior to actual receipt of final payment thereof, with (a) proceeds from the sale of Securities which it has been instructed to deliver against payment, (b) proceeds from the redemption of Securities or other assets of the Fund, and (c) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Custody Account. 4.5 Final Payment. For purposes of this Agreement, "final payment" means ------------- payment in funds which are (or have become) immediately available, under applicable law are irreversible, and are not subject to any security interest, levy, lien or other encumbrance. ARTICLE V REDEMPTION OF FUND SHARES ------------------------- 5.1 Transfer of Funds. From such funds as may be available for the ----------------- purpose in the Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares on account of the Fund, Custodian shall wire each amount specified in such Proper Instructions to or through such bank as the Fund may designate therein with respect to such amount. 5.2 No Duty Regarding Paying Banks. Custodian shall not be responsible ------------------------------ for the payment or distribution by any bank designated in Proper Instructions given pursuant to Section 5.1 above of any amount paid by Custodian to such bank in accordance with such Proper Instructions. ARTICLE VI SEGREGATED ACCOUNTS ------------------- Upon receipt of Proper Instructions, Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or Securities, including Securities maintained in a Depository Account: (a) in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer (or any futures commission merchant), relating to compliance with the rules of The Options Clearing Corporation or of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (b) for purposes of segregating cash or Securities in connection with securities options purchased or written by the Fund or in connection with financial futures contracts (or options thereon) purchased or sold by the Fund, (c) which constitute collateral for loans of Securities made by the Fund, (d) for purposes of compliance by the Fund with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements, when-issued, delayed delivery and firm commitment transactions, and short sales of securities, and (e) for other proper purposes, but only upon receipt of, in addition to Proper Instructions, a copy of a resolution of the Board of Directors, certified by an Officer, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper purposes of the Fund. ARTICLE VII SECURITIES LENDING TRANSACTIONS ------------------------------- 7.1 Transactions. If and to the extent that the necessary funds and ------------ Securities have been entrusted to it under this Agreement (and unless the Fund gives it Proper Instructions to do otherwise), Custodian from time to time shall make for the account of the Fund the transfers of funds and deliveries of Securities which the Fund is required to make pursuant to the Securities Loan Agreement and shall receive for the account of the Fund the transfers of funds and deliveries of Securities which the borrower under the Securities Loan Agreement is required to make pursuant thereto. Custodian shall make and receive all such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Securities Loan Agreement. 7.2 Collateral; Events of Default. Custodian shall daily mark to market, ----------------------------- in the manner provided for in the Securities Loan Agreement, all loans of Securities which may from time to time be outstanding thereunder. Custodian shall promptly notify the Fund of any Default under the Securities Loan Agreement (as such term "Default" is defined therein) of which it has actual knowledge. 7.3 Securities Loan Agreement. Custodian hereby acknowledges its receipt ------------------------- from the Company on behalf of the Fund of a copy of the Securities Loan Agreement. The Fund shall provide Custodian, prior to the effectiveness thereof, with a copy of any amendment to the Securities Loan Agreement. ARTICLE VIII REPURCHASE TRANSACTIONS ----------------------- 8.1 Transactions. If and to the extent that the funds and Securities have ------------ been entrusted to it under this Agreement (and unless the Fund gives it Proper Instructions to do otherwise), Custodian from time to time shall make for the account of the Fund the transfers of funds and deliveries of Securities which the Fund is required to make pursuant to the Master Repurchase Agreement and shall receive for the account of the Fund the transfers of funds and deliveries of Securities which the seller under the Master Repurchase Agreement is required to make pursuant thereto. Custodian shall make and receive all such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Master Repurchase Agreement. 8.2 Collateral; Events of Default. Custodian shall daily mark to market ----------------------------- the Securities purchased by the Fund under the Master Repurchase Agreement and held in the Custody Account, and shall give to the seller thereunder any such notice as may be required by the Master Repurchase Agreement in connection with such mark-to-market. Custodian shall promptly notify the Fund of any Event of Default by the seller under the Master Repurchase Agreement (as such term "Event of Default" is defined therein) of which it has actual knowledge. 8.3 Master Repurchase Agreement. Custodian hereby acknowledges its --------------------------- receipt from the Company on behalf of the Fund of a copy of the Master Repurchase Agreement. The Fund shall provide Custodian, prior to the effectiveness thereof, with a copy of any amendment to the Master Repurchase Agreement. ARTICLE IX CONCERNING THE CUSTODIAN ------------------------ 9.1 Standard of Care. Custodian shall be held to the exercise of ---------------- reasonable care in carrying out its obligations under this Agreement, and shall be without liability to the Fund for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim which does not arise from willful misfeasance, bad faith or negligence on the part of Custodian or reckless disregard by Custodian of its obligations under this Agreement. Custodian shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In no event shall Custodian be liable for special or consequential damages or be liable in any manner whatsoever for any action taken or omitted upon instructions from the Fund or any agent of the Company on behalf of the Fund. Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, the provisions of its charter documents or by-laws, or its investment objectives, policies and limitations as in effect from time to time. 9.2 Actual Collection Required. Custodian shall not be liable for, or -------------------------- considered to be the custodian of, any cash belonging to the Fund or any money represented by a check, draft or other instrument for the payment of money, until Custodian or its agents actually receive such cash or collect on such instrument. 9.3 No Responsibility for Title, etc. So long as and to the extent that --------------------------------- it is in the exercise of reasonable care, Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it or its agents. 9.4 Limitation on Duty to Collect. Custodian shall promptly notify the ----------------------------- Fund whenever any money or property due and payable from or on account of any Securities held hereunder for the Fund is not timely received by it. Custodian shall not, however, be required to enforce collection, by legal means or otherwise, of any such money or other property not paid when due, but shall receive the proceeds of such collections as may be effected by it or its agents in the ordinary course of Custodian's custody and safekeeping business or of the custody and safekeeping business of such agents. 9.5 Express Duties Only. Custodian shall have no duties or obligations ------------------- whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against Custodian. Custodian shall have no discretion whatsoever with respect to the management, disposition or investment of the Custody Account and is not a fiduciary to the Fund. 9.6 Compliance with Laws. Custodian undertakes to comply with all -------------------- applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act and the Commodities Exchange Act and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Custodian hereunder. Except as specifically set forth herein, Custodian assumes no responsibility for such compliance by the Fund. ARTICLE X INDEMNIFICATION --------------- 10.1 Indemnification. The Fund shall indemnify and hold harmless --------------- Custodian, any sub-custodian and any nominee of Custodian or any sub-custodian, from and against any loss, damages, cost, expense (including attorneys' fees and disbursements), liability (including, without limitation, liability arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any federal or state securities and/or banking laws) or claim arising directly or indirectly (a) from the fact that Securities are registered in the name of any such nominee, or (b) from any action or inaction by Custodian or such sub-custodian or other agent (i) at the request or direction of or in reliance on the advice of the Fund or any of its agents, or (ii) upon Proper Instructions, or (c) generally, from the performance of its obligations under this Agreement, provided that Custodian, any sub-custodian or any nominee of either of them shall not be indemnified and held harmless from and against any such loss, damage, cost, expense, liability or claim arising from Custodian's willful misfeasance, bad faith, negligence or reckless disregard of its obligations under this Agreement or, in the case of any sub-custodian or its nominee, from such sub-custodian's willful misfeasance, bad faith, negligence or reckless disregard of its obligations under the Agreement under which it is acting. 10.2 Indemnity to be Provided. If the Fund requests Custodian to take ------------------------ any action with respect to Securities, which may, in the opinion of Custodian, result in Custodian or its nominee becoming liable for the payment of money or incurring liability of some other form, Custodian shall not be required to take such action until the Fund shall have provided indemnity therefor to Custodian in an amount and form satisfactory to Custodian. 10.3 Security. As security for the payment of any present or future -------- obligation or liability of any kind which the Fund may have to Custodian with respect to or in connection with the Custody Account or this Agreement, the Fund hereby pledges to Custodian all cash, Securities and other property of every kind which is in the Custody Account or otherwise held for the Fund pursuant to this Agreement, and hereby grants to Custodian a lien, right of set-off and continuing security interest in such cash, Securities and other property. 10.4 Limitation. Notwithstanding any other provision of this Agreement, ---------- the obligations and liabilities of the Company on behalf of the Fund under this Agreement are solely those of the Fund, and neither the Company generally nor any of its other investment portfolios shall be responsible for any of such obligations or liabilities. ARTICLE XI FORCE MAJEURE ------------- Neither Custodian nor the Fund shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation. ARTICLE XII REPRESENTATIONS AND WARRANTIES ------------------------------ Each of the Company on behalf of the Fund and Custodian represents and warrants for itself that (a) it has all necessary power and authority to perform its obligations hereunder, (b) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary action and will not violate any law, regulation, charter, by-law, or other instrument, restriction or provision applicable to it or by which it is bound, and (c) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms. ARTICLE XIII COMPENSATION OF CUSTODIAN ------------------------- The Fund shall pay Custodian such fees and charges as are set forth in the fee schedule annexed hereto as Exhibit C, as such fee schedule may from time to time be revised by Custodian upon 14 days' prior written notice to the Fund. Any annual fee or other charges payable by the Fund shall be paid monthly by automatic deduction from the Custody Account. Expenses incurred by Custodian in the performance of its services hereunder, and all other proper charges and disbursements of the Custody Account, shall be charged to the Custody Account by Custodian and paid therefrom. ARTICLE XIV TAXES ----- Any and all taxes, including any interest and penalties with respect thereto, which may be levied or assessed under present or future laws or in respect of the Custody Account or any income thereof shall be charged to the Custody Account by Custodian and paid therefrom. ARTICLE XV AUTHORIZED PERSONS ------------------ 15.1 Authorized Persons. Custodian may rely upon and act in accordance ------------------ with any notice, confirmation, instruction or other communication received by it from the Fund which is reasonably believed by Custodian to have been given or signed on behalf of the Fund by one of the Authorized Persons designated by the Fund in Exhibit A hereto, as it may from time to time be revised. The Fund may revise Exhibit A hereto at any time by notice in writing to Custodian given in accordance with Article XVI below, but no revision of Exhibit A hereto shall be effective until Custodian actually receives such notice. 15.2 Investment Advisers. Custodian may also act in accordance with ------------------- any Written or Oral Instructions which are reasonably believed by Custodian to have been given or signed by one of the persons designated from time to time by any of the investment advisers of the Fund specified in Exhibit B hereto (if any) as it may from time to time be revised. The Fund may revise Exhibit B hereto at any time by notice in writing to Custodian given in accordance with Article XVI below, and each investment adviser specified in Exhibit B hereto (if any) may at any time by like notice designate an Authorized Person or remove an Authorized Person previously designated by it, but no revision of Exhibit B hereto (if any) and no designation or removal by such investment adviser shall be effective until Custodian actually receives such notice. 15.3 Oral Instructions. Custodian may rely upon and act in accordance ----------------- with Oral Instructions (as defined in Section 1.9 above). If Written Instructions confirming Oral Instructions are not received by Custodian prior to a transaction, it shall in no way affect the validity of the transaction authorized by such Oral Instructions or the authorization of the Fund to effect such transaction. Custodian shall incur no liability to the Fund in acting upon Oral Instructions (as defined in Section 1.9 above). To the extent such Oral Instructions vary from any confirming Written Instructions, Custodian shall advise the Fund of such variance but unless confirming Written Instructions are timely received, such Oral Instructions will govern. Either Custodian or Fund may electronically record any instructions given by telephone and any other telephone discussions with respect to the account of the Fund. ARTICLE XVI NOTICES ------- Unless otherwise specified herein, all demands, notices, instructions, and other communications to be given hereunder shall be sent, delivered or given to the recipient at the address set forth after its name hereinbelow: IF TO THE FUND: NUMERIC MICRO CAP FUND - THE RBB FUND, INC. Bellevue Park Corporate Center 400 Bellevue Parkway - Suite 100 Wilmington, DE 19809 Attention: Charles D. Curtis, Jr. ---------------------- Telephone: (302) 791 - 1791 Facsimile: (302) 791 - 3067 IF TO CUSTODIAN: CUSTODIAL TRUST COMPANY 101 Carnegie Center Princeton, New Jersey 08540-6231 Attention: Vice President - Trust Operations --------------------------------- Telephone: (609) 951-2320 Facsimile: (609) 951-2327 or at such other address as either party shall have provided to the other by notice given in accordance with this Article XVI. Writing shall include transmissions by or through teletype, facsimile, central processing unit connection, on-line terminal and magnetic tape. ARTICLE XVII TERMINATION ----------- Either party hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than sixty (60) days after the date of the giving of such notice. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on that date (a) deliver directly to the successor custodian or its agents all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Fund and held by Custodian as custodian, and (b) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Fund, provided that the Fund shall have paid to Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. ARTICLE XVIII MISCELLANEOUS ------------- 18.1 Business Days. Nothing contained in this Agreement shall require ------------- Custodian to perform any function or duties on a day other than a Business Day. 18.2 Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. 18.3 References to Custodian. The Fund shall not circulate any printed ----------------------- matter which contains any reference to Custodian without the prior written approval of Custodian, excepting printed matter contained in the prospectus or statement of additional information for the Fund and such other printed matter as merely identifies Custodian as custodian for the Fund. The Fund shall submit printed matter requiring approval to Custodian in draft form, allowing sufficient time for review by Custodian and its counsel prior to any deadline for printing. 18.4 No Waiver. No failure by either party hereto to exercise, and no --------- delay by such party in exercising, any right hereunder shall operate as a waiver thereof. The exercise by either party hereto of any right hereunder shall not preclude the exercise of any other right, and the remedies provided herein are cumulative and not exclusive of any remedies provided at law or in equity. 18.5 Amendments. This Agreement cannot be changed orally and no ---------- amendment to this Agreement shall be effective unless evidenced by an instrument in writing executed by the parties hereto. 18.6 Counterparts. This Agreement may be executed in one or more ------------ counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. 18.7 Severability. If any provision of this Agreement shall be invalid, ------------ illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. 18.8 Successors and Assigns. This Agreement shall be binding upon and ---------------------- shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be -------- ------- assignable by either party hereto without the written consent of the other party. Any purported assignment in violation of this Section 18.8 shall be void. 18.9 Headings. The headings of sections in this Agreement are for -------- convenience of reference only and shall not affect the meaning or construction of any provision of this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its representative thereunto duly authorized, all as of the day and year first above written. THE RRB FUND, INC. on behalf of CUSTODIAL TRUST COMPANY THE NUMERIC MICRO CAP FUND By By ---------------------------------- ------------------------------------ Authorized Officer Authorized Officer EXHIBIT A AUTHORIZED PERSONS Set forth below are the names and specimen signatures of the persons authorized by the Numeric Micro Cap Fund - The RRB Fund, Inc. to administer the Custody Account. Name Signature ---- --------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - ---------- ---------- EXHIBIT B --------- INVESTMENT ADVISERS EXHIBIT C --------- CUSTODY FEES AND TRANSACTION CHARGES The Fund shall pay Custodian the following fees and charges for holdings and transactions in the United States, all such fees and charges to be payable monthly by deduction from the Custody Account: (1) an annual fee of the greater of 0.015% (one and one-half basis points) per annum of the value of the assets in the Custody Account or $5,000, such fee to be payable monthly based upon the total market value of such assets as determined on the last Business Day of the month for which such fee is charged; (2) a transaction charge of $12 for each receipt or delivery of book-entry Securities into or from the Custody Account (but not for any such receipt or delivery (a) in a repurchase transaction representing a cash sweep investment for the Fund's account or representing the investment by the Fund of cash collateral for a loan of Securities or (b) of book-entry Securities which are collateral for a loan of Securities); (3) a transaction charge of $25 for each receipt or delivery into or from the Custody Account of Securities in physical form; (4) a transaction charge for each repurchase transaction in the Custody Account which represents a cash sweep investment for the Fund's account, computed at a rate of 0.10% (ten basis points) per annum on the amount of the purchase price paid by the Fund in such repurchase transaction on the basis of a 360-day year and for the actual number of days such repurchase transaction is outstanding; (5) a charge of $10 for each "free" transfer of funds from the Custody Account; (6) an administrative fee for each purchase in the Custody Account of shares or other interests in a money market or other fund, which purchase represents a cash sweep investment for the Fund's account, computed for each day that there is a positive balance in such fund to equal 1/365th of 0.10% (ten basis points) on the amount of such positive balance for such day; and (7) a service charge for each holding of Securities or other property sold by way of private placement or in such other manner as to require services by Custodian which in its reasonable judgment are materially in excess of those ordinarily required for the holding of publicly traded Securities in the United States. Fees and charges for holdings and transactions outside the United States, if any, shall be as separately agreed upon by the Fund and Custodian. CUSTODY AGREEMENT AGREEMENT, dated as of May 20, 1996 by and between THE RBB FUND, INC. (the "Company"), a corporation organized under the laws of the State of Maryland on behalf of its portfolio, the Numeric Growth Fund (the "Fund"), and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the "Custodian"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company on behalf of the Fund desires that the Fund's securities, cash and other assets be held and administered by Custodian pursuant to this Agreement; WHEREAS, the Fund is an investment portfolio represented by a series of Shares constituting part of the capital stock of the Company, an open-end management investment company registered under the 1940 Act (as hereinafter defined); WHEREAS, Custodian represents that it is a bank having the qualifications prescribed in Section 26(a)(i) of the 1940 Act; NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company on behalf of the Fund and Custodian hereby agree as follows: ARTICLE I DEFINITIONS ----------- Whenever used in this Agreement, the following terms, unless the context otherwise requires, shall mean: 1.1 "Authorized Person" means any Officer or other person duly authorized ----------------- by resolution of the Board of Directors to give Oral Instructions and Written Instructions on behalf of the Fund and identified, by name or by office, in Exhibit A hereto or any person duly designated to do so by an investment adviser of the Fund specified by the Fund in Exhibit B hereto. 1.2 "Board of Directors" means the Board of Directors of the Company or, ------------------ when permitted under the 1940 Act, the Executive Committee thereof, if any. 1.3 "Book-Entry System" means a book-entry system maintained by a Federal ----------------- Reserve bank as provided for in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such other book-entry regulations of federal agencies as are substantially in the form of such Subpart O. 1.4 "Business Day" means any day recognized as a settlement day by The ------------ New York Stock Exchange, Inc. and on which banks in the State of New Jersey are open for business. 1.5 "Custody Account" means the account in the name of the Fund, which is --------------- provided for in Section 3.2 below. 1.6 "Master Repurchase Agreement" means that certain Master Repurchase --------------------------- Agreement of even date herewith between the Company on behalf of the Fund and Bear, Stearns & Co. Inc., an affiliate of Custodian ("Bear Stearns"), as it may from time to time be amended. 1.7. "1940 Act" means the Investment Company Act of 1940, as amended. -------- 1.8 "Officer" means the President, any Vice President, the Secretary, any ------- Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Company. 1.9 "Oral Instructions" means instructions orally transmitted to and ----------------- accepted by Custodian which are (a) reasonably believed by Custodian to have been given by an Authorized Person, (b) recorded and kept among the records of Custodian made in the ordinary course of business, and (c) orally confirmed by Custodian. 1.10 "Proper Instructions" means Oral Instructions or Written ------------------- Instructions. Proper Instructions may be continuing Written Instructions when deemed appropriate by both parties. 1.11 "Securities" includes, without limitation, common and preferred ---------- stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, forward contracts, futures contracts (including those related to indexes), options on futures contracts or indexes, bankers' acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that Custodian has the facilities to clear and to service. 1.12 "Securities Loan Agreement" means that certain Securities Loan ------------------------- Agreement of even date herewith between the Company on behalf of the Fund and Bear, Stearns Securities Corp. ("BSSC"), as it may from time to time be amended. 1.13 "Securities Depository" means The Depository Trust Company and --------------------- (provided that Custodian has received a copy of a resolution of the Board of Directors of the Company, certified by an Officer, specifically approving the use thereof as a depository for the Fund) any other clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central handling and deposit of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities. 1.14 "Shares" means the shares into which the capital stock of the Company ------ is divided. 1.15 "Written Instructions" means (a) written communications received by -------------------- Custodian and signed by two persons reasonably believed by Custodian to be Authorized Persons, or (b) communications by telex or any other such system from two persons reasonably believed by Custodian to be Authorized Persons, or (c) communications between electro-mechanical or electronic devices. ARTICLE II APPOINTMENT OF CUSTODIAN ------------------------ 2.1 Appointment. The Company on behalf of the Fund hereby appoints ----------- Custodian as custodian of all such Securities, cash and other assets as may be acceptable to Custodian and from time to time delivered to it by the Fund or others for the account of the Fund. 2.2 Acceptance. Custodian hereby accepts appointment as such custodian ---------- and agrees to perform the duties thereof as hereinafter set forth. ARTICLE III CUSTODY OF CASH AND SECURITIES ------------------------------ 3.1 Segregation. All Securities and non-cash property of the Fund in the ----------- possession of Custodian (other than Securities maintained by Custodian in a Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of Custodian and shall be identified as belonging to the Fund. 3.2 Custody Account. (a) Custodian shall open and maintain in its trust --------------- department a custody account in the name of the Fund, subject only to draft or order of Custodian, in which Custodian shall enter and carry all Securities, cash and other assets of the Fund which are delivered to Custodian and accepted by it. Custodian shall not be under any duty or obligation to require the Fund to deliver to it any Securities or funds owned by the Fund and shall have no responsibility or liability for or on account of Securities or funds not so delivered. (b) If Custodian at any time fails to receive any of the documents referred to in Section 3.5(a) below, then, until such time as it receives such document, it shall not be obligated to receive any Securities of the Fund into the Custody Account and shall be entitled to return to the Fund any Securities of the Fund that it is holding. (c) Custodian may, but shall not be obligated to, hold Securities that may be held only in physical form. (d) Custodian is authorized to disclose the name, address and securities positions of the Fund to the issuers of such securities when requested by them to do so. 3.3 Appointment of Agents. (a) Custodian may employ suitable agents, --------------------- which may include affiliates of Custodian, such as Bear Stearns or BSSC, both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) Upon notification of the Fund and in its discretion, Custodian may appoint, and, upon notification of the Fund, at any time remove, any domestic bank or trust company which is qualified to act as a custodian under the 1940 Act as sub- custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, and, upon notification of the Fund, may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agent or opening and maintenance of any such accounts shall be at Custodian's expense and shall not relieve Custodian of any of its obligations or liabilities under this Agreement. (c) Upon receipt of Written Instructions to do so and at the Fund's expense, Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to act as a custodian under the 1940 Act, and (ii) notwithstanding anything to the contrary in Section 9.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund for the actions or omissions of any such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall not be required to discharge any such liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian against it or has otherwise discharged its liability to Custodian in full. 3.4 Delivery of Assets to Custodian. The Fund shall deliver to Custodian ------------------------------- the Fund's Securities, cash and other assets, which are acceptable to Custodian, including (a) payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the term of this Agreement, and (b) cash received by the Fund for the issuance, at any time during such term, of Shares. Custodian shall not be responsible for such Securities, cash or other assets until actually received by it. 3.5 Securities Depositories and Book-Entry Systems. Custodian may ---------------------------------------------- deposit and/or maintain Securities of the Fund in a Securities Depository or in a Book-Entry System, subject to the following provisions: (a) Prior to a deposit of Securities of the Fund in any Securities Depository or Book-Entry System, the Fund shall deliver to Custodian a resolution of the Board of Directors of the Company, certified by an Officer, authorizing and instructing Custodian (and any sub-custodian appointed pursuant to Section 3.3 above) on an on-going basis to deposit in such Securities Depository or Book-Entry System all Securities eligible for deposit therein and to make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder (or under the applicable sub-custody agreement in the case of such sub-custodian), including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities. (b) Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account ("Depository Account") of Custodian in such Book-Entry System or Securities Depository which includes only assets held by Custodian as a fiduciary, custodian or otherwise for customers. (c) The records of Custodian with respect to Securities of the Fund maintained in a Book-Entry System or Securities Depository shall at all times identify such Securities as belonging to the Fund. (d) If Securities purchased by the Fund are to be held in a Book-Entry System or Securities Depository, Custodian shall pay for such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of Custodian to reflect such payment and transfer for the account of the Fund. If Securities sold by the Fund are held in a Book-Entry System or Securities Depository, Custodian shall transfer such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of Custodian to reflect such transfer and payment for the account of the Fund. (e) Custodian shall provide the Fund with copies of any report obtained by Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository. (f) At its election, the Company on behalf of the Fund shall be subrogated to the rights of Custodian with respect to any claim against a Book- Entry System or Securities Depository or any other person for any loss or damage to the Fund arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Fund has not been made whole for any such loss or damage. 3.6 Disbursement of Moneys from the Custody Account. Upon receipt of ----------------------------------------------- Proper Instructions, Custodian shall disburse moneys from the Custody Account, but only in the following cases: (a) For the purchase of Securities for the Fund but only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to Custodian (or any sub- custodian appointed pursuant to Section 3.3 above) of such Securities registered as provided in Section 3.9 below or in proper form for transfer or, if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in Section 3.5 above; (ii) in the case of options on Securities, against delivery to Custodian (or such sub-custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on futures contracts, against delivery to Custodian (or such sub-custodian) of evidence of title thereto in favor of the Fund, the Custodian, any such sub-custodian or any nominee referred to in Section 3.9 below; and (iv) in the case of repurchase or reverse repurchase agreements entered into by the Fund, against delivery of the purchased Securities either in certificate form or through an entry crediting Custodian's account at a Book-Entry System or Securities Depository with such Securities; (b) In connection with the conversion, exchange or surrender, as set forth in Section 3.7(f) below, of Securities owned by the Fund; (c) For the payment of any dividends or capital gain distributions declared by the Fund; (d) In payment of the redemption price of Shares as provided in Article V below; (e) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, administration, investment management, investment advisory, accounting, auditing, transfer agent, custodian, trustee and legal fees; and other operating expenses of the Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses; (f) For transfer in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer, relating to compliance with rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund; (g) For transfer in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian, and a futures commission merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; (h) For the funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including Custodian), but only if the payment instructions to Custodian detail specific Securities to be acquired; (i) For the purchase from a bank or other financial institution of loan participations, but only if Custodian has in its possession a copy of the agreement between the Company on behalf of the Fund and such bank or other financial institution with respect to the purchase of such loan participations and the payment instructions to Custodian detail specific assets to be acquired; (j) For transfer to a broker-dealer registered under the 1934 Act or in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and such a broker-dealer as margin for a short sale of Securities; (k) For the payment of the amounts of dividends received with respect to Securities sold short; and (l) For any other proper purpose, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Directors, certified by an Officer, specifying the amount and purpose of such payment, declaring such purpose to be a proper purpose of the Fund, and naming the person or persons to whom such payment is to be made. 3.7 Delivery of Securities from the Custody Account. Upon receipt of ----------------------------------------------- Proper Instructions, Custodian shall release and deliver Securities of the Fund from the Custody Account but only in the following cases: (a) Upon the sale of Securities for the account of the Fund but, subject to Section 4.3 below, only against receipt of payment therefor in cash, by certified or cashiers' check or bank credit; (b) In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.5 above; (c) To an offeror's depository agent in connection with tender or other similar offers for Securities of the Fund; provided that, in any such case, the cash or other consideration is to be delivered to Custodian; (d) To the issuer thereof or its agent (i) for transfer into the name of the Fund or any of the nominees referred to in Section 3.9 below, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to Custodian; (e) To the broker selling Securities, for examination in accordance with the "street delivery" custom; (f) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to Custodian; (g) Upon receipt of payment therefor pursuant to any repurchase agreement entered into by the Fund; (h) In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities and cash, if any, are to be delivered to Custodian; (i) For delivery in connection with any loans of Securities pursuant to any securities loan agreement entered into by the Company on behalf of the Fund, but only against receipt of such collateral as is required under such securities loan agreement; (j) For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Fund, but only against receipt by Custodian of the amounts borrowed; (k) Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Fund; (l) For delivery in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund; (m) For delivery in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian, and a futures commission merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund; (n) For delivery to a broker-dealer registered under the 1934 Act or in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and such a broker-dealer as margin for a short sale of Securities; (o) For any other proper purpose, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Directors, certified by an Officer, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper purpose of the Fund, and naming the person or persons to whom delivery of such Securities is to be made. 3.8 Actions Not Requiring Proper Instructions. Unless otherwise ----------------------------------------- instructed by the Fund, Custodian shall with respect to all Securities held for the Fund: (a) Subject to Section 9.4 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business; (b) Subject to Section 9.4 below, collect on a timely basis the amount payable upon or with respect to all Securities and other assets which may mature or be called, redeemed, retired or otherwise become payable; (c) Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; (d) Surrender interim receipts or Securities in temporary form for Securities in definitive form; (e) Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the Internal Revenue Service ("IRS") and to the Fund at such time, in such manner and containing such information as is prescribed by the IRS; (f) Hold for the Fund all rights and similar securities issued with respect to Securities of the Fund; and (g) In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and assets of the Fund. 3.9 Registration and Transfer of Securities. All Securities held for the --------------------------------------- Fund that are issuable only in bearer form shall be held by Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of Custodian as agent, any sub-custodian appointed pursuant to Section 3.3 above, any Securities Depository, or any nominee or agent of any of them. The Fund shall furnish to Custodian appropriate instruments to enable Custodian to hold or deliver in proper form for transfer, or to register as in this Section 3.9 provided, any Securities delivered to Custodian which are registered in the name of the Fund. 3.10 Records. (a) Custodian shall maintain complete and accurate records ------- with respect to Securities, cash or other property held for the Fund, including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, if any, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest accrued; and (iii) cancelled checks and bank records related thereto. Custodian shall keep such other books and records with respect to Securities, cash and other property of the Fund which is held hereunder as the Fund may reasonably request. (b) All such books and records maintained by Custodian shall (i) be maintained in a form acceptable to the Fund and in compliance with rules and regulations of the Securities and Exchange Commission, (ii) be the property of the Fund and at all times during the regular business hours of Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Company on behalf of the Fund and employees or agents of the Securities and Exchange Commission, and (iii) if required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. 3.11 Reports by Custodian. Custodian shall furnish the Fund with a daily -------------------- activity statement, including a summary of all transfers to or from the Custody Account, on the day following such transfers. At least monthly and from time to time, Custodian shall furnish the Fund with a detailed statement of the Securities and moneys held for the Fund under this Agreement. 3.12 Other Reports by Custodian. Custodian shall provide the Fund with -------------------------- such reports as the Fund may reasonably request from time to time on the internal accounting controls and procedures for safeguarding Securities which are employed by Custodian or any sub-custodian appointed pursuant to Section 3.3 above. 3.13 Proxies and Other Materials. Unless otherwise instructed by the --------------------------- Fund, Custodian shall promptly deliver to the Fund (at the address set forth in Article XVI below) all notices of meetings, proxies and proxy materials which it receives regarding Securities held in the Custody Account. Before delivering them to the Fund, Custodian shall cause all proxies relating to such Securities which are not registered in the name of the Fund, or a nominee thereof, to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted. Unless otherwise instructed by the Fund, neither Custodian nor any of its agents shall exercise any voting rights with respect to Securities held hereunder. 3.14 Information on Corporate Actions. Custodian shall promptly transmit -------------------------------- to the Fund (at the address set forth in Article XVI below) all written information received by Custodian from issuers of Securities held in the Custody Account. With respect to tender or exchange offers for such Securities, Custodian shall promptly transmit to the Fund all written information received by it from the issuers of the Securities whose tender or exchange is sought and by the party (or its agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Fund shall notify Custodian at least five Business Days prior to the date on which Custodian is to take such action. 3.15 Co-operation. Custodian shall cooperate with and supply necessary ------------ information to the entity or entities appointed by the Company on behalf of the Fund to keep the books of account of the Fund and/or to compute the value of the assets of the Fund. ARTICLE IV PURCHASE AND SALE OF INVESTMENTS OF THE FUND -------------------------------------------- 4.1 Purchase of Securities. Promptly upon each purchase of Securities ---------------------- for the Fund, Written Instructions shall be delivered to Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any), or other units purchased, (c) the date of purchase and settlement, (d) the purchase price per unit, (e) the total amount payable upon such purchase, and (f) the name of the person to whom such amount is payable. Custodian shall upon receipt of such Securities purchased by the Fund (or, if the Securities are transferred by means of a private placement transaction, upon the receipt of such Securities or payment instructions to Custodian which detail specific Securities to be acquired) pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities or other assets for the Fund if there is insufficient cash available in the Custody Account. 4.2 Sale of Securities. Promptly upon each sale of Securities by the ------------------ Fund, Written Instructions shall be delivered to Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any), or other units sold, (c) the date of sale and settlement, (d) the sale price per unit, (e) the total amount payable upon such sale, and (f) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities. 4.3 Delivery of Securities Sold. Notwithstanding Section 4.2 above or --------------------------- any other provision of this Agreement, Custodian, when instructed to deliver Securities against payment, shall be entitled, but only if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefor and, exclusively in the case of Securities in physical form, to deliver such Securities prior to receipt of payment. In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and Custodian shall have no liability for any of the foregoing. 4.4 Payment for Securities Sold, etc. In its sole discretion and from --------------------------------- time to time, Custodian may credit the Custody Account, prior to actual receipt of final payment thereof, with (a) proceeds from the sale of Securities which it has been instructed to deliver against payment, (b) proceeds from the redemption of Securities or other assets of the Fund, and (c) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Custody Account. 4.5 Final Payment. For purposes of this Agreement, "final payment" ------------- means payment in funds which are (or have become) immediately available, under applicable law are irreversible, and are not subject to any security interest, levy, lien or other encumbrance. ARTICLE V REDEMPTION OF FUND SHARES ------------------------- 5.1 Transfer of Funds. From such funds as may be available for the ----------------- purpose in the Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares on account of the Fund, Custodian shall wire each amount specified in such Proper Instructions to or through such bank as the Fund may designate therein with respect to such amount. 5.2 No Duty Regarding Paying Banks. Custodian shall not be responsible ------------------------------ for the payment or distribution by any bank designated in Proper Instructions given pursuant to Section 5.1 above of any amount paid by Custodian to such bank in accordance with such Proper Instructions. ARTICLE VI SEGREGATED ACCOUNTS ------------------- Upon receipt of Proper Instructions, Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or Securities, including Securities maintained in a Depository Account: (a) in accordance with the provisions of any agreement among the Company on behalf of the Fund, Custodian and a broker-dealer (or any futures commission merchant), relating to compliance with the rules of The Options Clearing Corporation or of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (b) for purposes of segregating cash or Securities in connection with securities options purchased or written by the Fund or in connection with financial futures contracts (or options thereon) purchased or sold by the Fund, (c) which constitute collateral for loans of Securities made by the Fund, (d) for purposes of compliance by the Fund with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements, when-issued, delayed delivery and firm commitment transactions, and short sales of securities, and (e) for other proper purposes, but only upon receipt of, in addition to Proper Instructions, a copy of a resolution of the Board of Directors, certified by an Officer, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper purposes of the Fund. ARTICLE VII SECURITIES LENDING TRANSACTIONS ------------------------------- 7.1 Transactions. If and to the extent that the necessary funds and ------------ Securities have been entrusted to it under this Agreement (and unless the Fund gives it Proper Instructions to do otherwise), Custodian from time to time shall make for the account of the Fund the transfers of funds and deliveries of Securities which the Fund is required to make pursuant to the Securities Loan Agreement and shall receive for the account of the Fund the transfers of funds and deliveries of Securities which the borrower under the Securities Loan Agreement is required to make pursuant thereto. Custodian shall make and receive all such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Securities Loan Agreement. 7.2 Collateral; Events of Default. Custodian shall daily mark to ----------------------------- market, in the manner provided for in the Securities Loan Agreement, all loans of Securities which may from time to time be outstanding thereunder. Custodian shall promptly notify the Fund of any Default under the Securities Loan Agreement (as such term "Default" is defined therein) of which it has actual knowledge. 7.3 Securities Loan Agreement. Custodian hereby acknowledges its ------------------------- receipt from the Company on behalf of the Fund of a copy of the Securities Loan Agreement. The Fund shall provide Custodian, prior to the effectiveness thereof, with a copy of any amendment to the Securities Loan Agreement. ARTICLE VIII REPURCHASE TRANSACTIONS ----------------------- 8.1 Transactions. If and to the extent that the funds and Securities ------------ have been entrusted to it under this Agreement (and unless the Fund gives it Proper Instructions to do otherwise), Custodian from time to time shall make for the account of the Fund the transfers of funds and deliveries of Securities which the Fund is required to make pursuant to the Master Repurchase Agreement and shall receive for the account of the Fund the transfers of funds and deliveries of Securities which the seller under the Master Repurchase Agreement is required to make pursuant thereto. Custodian shall make and receive all such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Master Repurchase Agreement. 8.2 Collateral; Events of Default. Custodian shall daily mark to market ----------------------------- the Securities purchased by the Fund under the Master Repurchase Agreement and held in the Custody Account, and shall give to the seller thereunder any such notice as may be required by the Master Repurchase Agreement in connection with such mark-to-market. Custodian shall promptly notify the Fund of any Event of Default by the seller under the Master Repurchase Agreement (as such term "Event of Default" is defined therein) of which it has actual knowledge. 8.3 Master Repurchase Agreement. Custodian hereby acknowledges its --------------------------- receipt from the Company on behalf of the Fund of a copy of the Master Repurchase Agreement. The Fund shall provide Custodian, prior to the effectiveness thereof, with a copy of any amendment to the Master Repurchase Agreement. ARTICLE IX CONCERNING THE CUSTODIAN ------------------------ 9.1 Standard of Care. Custodian shall be held to the exercise of ---------------- reasonable care in carrying out its obligations under this Agreement, and shall be without liability to the Fund for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim which does not arise from willful misfeasance, bad faith or negligence on the part of Custodian or reckless disregard by Custodian of its obligations under this Agreement. Custodian shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In no event shall Custodian be liable for special or consequential damages or be liable in any manner whatsoever for any action taken or omitted upon instructions from the Fund or any agent of the Company on behalf of the Fund. Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, the provisions of its charter documents or by-laws, or its investment objectives, policies and limitations as in effect from time to time. 9.2 Actual Collection Required. Custodian shall not be liable for, or -------------------------- considered to be the custodian of, any cash belonging to the Fund or any money represented by a check, draft or other instrument for the payment of money, until Custodian or its agents actually receive such cash or collect on such instrument. 9.3 No Responsibility for Title, etc. So long as and to the extent that --------------------------------- it is in the exercise of reasonable care, Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it or its agents. 9.4 Limitation on Duty to Collect. Custodian shall promptly notify the ----------------------------- Fund whenever any money or property due and payable from or on account of any Securities held hereunder for the Fund is not timely received by it. Custodian shall not, however, be required to enforce collection, by legal means or otherwise, of any such money or other property not paid when due, but shall receive the proceeds of such collections as may be effected by it or its agents in the ordinary course of Custodian's custody and safekeeping business or of the custody and safekeeping business of such agents. 9.5 Express Duties Only. Custodian shall have no duties or obligations ------------------- whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against Custodian. Custodian shall have no discretion whatsoever with respect to the management, disposition or investment of the Custody Account and is not a fiduciary to the Fund. 9.6 Compliance with Laws. Custodian undertakes to comply with all -------------------- applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act and the Commodities Exchange Act and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Custodian hereunder. Except as specifically set forth herein, Custodian assumes no responsibility for such compliance by the Fund. ARTICLE X INDEMNIFICATION --------------- 10.1 Indemnification. The Fund shall indemnify and hold harmless --------------- Custodian, any sub-custodian and any nominee of Custodian or any sub-custodian, from and against any loss, damages, cost, expense (including attorneys' fees and disbursements), liability (including, without limitation, liability arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any federal or state securities and/or banking laws) or claim arising directly or indirectly (a) from the fact that Securities are registered in the name of any such nominee, or (b) from any action or inaction by Custodian or such sub-custodian or other agent (i) at the request or direction of or in reliance on the advice of the Fund or any of its agents, or (ii) upon Proper Instructions, or (c) generally, from the performance of its obligations under this Agreement, provided that Custodian, any sub-custodian or any nominee of either of them shall not be indemnified and held harmless from and against any such loss, damage, cost, expense, liability or claim arising from Custodian's willful misfeasance, bad faith, negligence or reckless disregard of its obligations under this Agreement or, in the case of any sub-custodian or its nominee, from such sub-custodian's willful misfeasance, bad faith, negligence or reckless disregard of its obligations under the Agreement under which it is acting. 10.2 Indemnity to be Provided. If the Fund requests Custodian to take ------------------------ any action with respect to Securities, which may, in the opinion of Custodian, result in Custodian or its nominee becoming liable for the payment of money or incurring liability of some other form, Custodian shall not be required to take such action until the Fund shall have provided indemnity therefor to Custodian in an amount and form satisfactory to Custodian. 10.3 Security. As security for the payment of any present or future -------- obligation or liability of any kind which the Fund may have to Custodian with respect to or in connection with the Custody Account or this Agreement, the Fund hereby pledges to Custodian all cash, Securities and other property of every kind which is in the Custody Account or otherwise held for the Fund pursuant to this Agreement, and hereby grants to Custodian a lien, right of set-off and continuing security interest in such cash, Securities and other property. 10.4 Limitation. Notwithstanding any other provision of this Agreement, ---------- the obligations and liabilities of the Company on behalf of the Fund under this Agreement are solely those of the Fund, and neither the Company generally nor any of its other investment portfolios shall be responsible for any of such obligations or liabilities. ARTICLE XI FORCE MAJEURE ------------- Neither Custodian nor the Fund shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation. ARTICLE XII REPRESENTATIONS AND WARRANTIES ------------------------------ Each of the Company on behalf of the Fund and Custodian represents and warrants for itself that (a) it has all necessary power and authority to perform its obligations hereunder, (b) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary action and will not violate any law, regulation, charter, by-law, or other instrument, restriction or provision applicable to it or by which it is bound, and (c) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms. ARTICLE XIII COMPENSATION OF CUSTODIAN ------------------------- The Fund shall pay Custodian such fees and charges as are set forth in the fee schedule annexed hereto as Exhibit C, as such fee schedule may from time to time be revised by Custodian upon 14 days' prior written notice to the Fund. Any annual fee or other charges payable by the Fund shall be paid monthly by automatic deduction from the Custody Account. Expenses incurred by Custodian in the performance of its services hereunder, and all other proper charges and disbursements of the Custody Account, shall be charged to the Custody Account by Custodian and paid therefrom. ARTICLE XIV TAXES ----- Any and all taxes, including any interest and penalties with respect thereto, which may be levied or assessed under present or future laws or in respect of the Custody Account or any income thereof shall be charged to the Custody Account by Custodian and paid therefrom. ARTICLE XV AUTHORIZED PERSONS ------------------ 15.1 Authorized Persons. Custodian may rely upon and act in accordance ------------------ with any notice, confirmation, instruction or other communication received by it from the Fund which is reasonably believed by Custodian to have been given or signed on behalf of the Fund by one of the Authorized Persons designated by the Fund in Exhibit A hereto, as it may from time to time be revised. The Fund may revise Exhibit A hereto at any time by notice in writing to Custodian given in accordance with Article XVI below, but no revision of Exhibit A hereto shall be effective until Custodian actually receives such notice. 15.2 Investment Advisers. Custodian may also act in accordance with ------------------- any Written or Oral Instructions which are reasonably believed by Custodian to have been given or signed by one of the persons designated from time to time by any of the investment advisers of the Fund specified in Exhibit B hereto (if any) as it may from time to time be revised. The Fund may revise Exhibit B hereto at any time by notice in writing to Custodian given in accordance with Article XVI below, and each investment adviser specified in Exhibit B hereto (if any) may at any time by like notice designate an Authorized Person or remove an Authorized Person previously designated by it, but no revision of Exhibit B hereto (if any) and no designation or removal by such investment adviser shall be effective until Custodian actually receives such notice. 15.3 Oral Instructions. Custodian may rely upon and act in accordance ----------------- with Oral Instructions (as defined in Section 1.9 above). If Written Instructions confirming Oral Instructions are not received by Custodian prior to a transaction, it shall in no way affect the validity of the transaction authorized by such Oral Instructions or the authorization of the Fund to effect such transaction. Custodian shall incur no liability to the Fund in acting upon Oral Instructions (as defined in Section 1.9 above). To the extent such Oral Instructions vary from any confirming Written Instructions, Custodian shall advise the Fund of such variance but unless confirming Written Instructions are timely received, such Oral Instructions will govern. Either Custodian or Fund may electronically record any instructions given by telephone and any other telephone discussions with respect to the account of the Fund. ARTICLE XVI NOTICES ------- Unless otherwise specified herein, all demands, notices, instructions, and other communications to be given hereunder shall be sent, delivered or given to the recipient at the address set forth after its name hereinbelow: IF TO THE FUND: NUMERIC GROWTH & VALUE FUND - THE RBB FUND, INC. Bellevue Park Corporate Center 400 Bellevue Parkway - Suite 100 Wilmington, DE 19809 Attention: Charles D. Curtis, Jr. ----------------------- Telephone: (302) 791 - 1791 Facsimile: (302) 791 - 3067 IF TO CUSTODIAN: CUSTODIAL TRUST COMPANY 101 Carnegie Center Princeton, New Jersey 08540-6231 Attention: Vice President - Trust Operations --------------------------------- Telephone: (609) 951-2320 Facsimile: (609) 951-2327 or at such other address as either party shall have provided to the other by notice given in accordance with this Article XVI. Writing shall include transmissions by or through teletype, facsimile, central processing unit connection, on-line terminal and magnetic tape. ARTICLE XVII TERMINATION ----------- Either party hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than sixty (60) days after the date of the giving of such notice. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on that date (a) deliver directly to the successor custodian or its agents all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Fund and held by Custodian as custodian, and (b) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Fund, provided that the Fund shall have paid to Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. ARTICLE XVIII MISCELLANEOUS ------------- 18.1 Business Days. Nothing contained in this Agreement shall require ------------- Custodian to perform any function or duties on a day other than a Business Day. 18.2 Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. 18.3 References to Custodian. The Fund shall not circulate any printed ----------------------- matter which contains any reference to Custodian without the prior written approval of Custodian, excepting printed matter contained in the prospectus or statement of additional information for the Fund and such other printed matter as merely identifies Custodian as custodian for the Fund. The Fund shall submit printed matter requiring approval to Custodian in draft form, allowing sufficient time for review by Custodian and its counsel prior to any deadline for printing. 18.4 No Waiver. No failure by either party hereto to exercise, and no --------- delay by such party in exercising, any right hereunder shall operate as a waiver thereof. The exercise by either party hereto of any right hereunder shall not preclude the exercise of any other right, and the remedies provided herein are cumulative and not exclusive of any remedies provided at law or in equity. 18.5 Amendments. This Agreement cannot be changed orally and no ---------- amendment to this Agreement shall be effective unless evidenced by an instrument in writing executed by the parties hereto. 18.6 Counterparts. This Agreement may be executed in one or more ------------ counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. 18.7 Severability. If any provision of this Agreement shall be invalid, ------------ illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. 18.8 Successors and Assigns. This Agreement shall be binding upon and ---------------------- shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be -------- ------- assignable by either party hereto without the written consent of the other party. Any purported assignment in violation of this Section 18.8 shall be void. 18.9 Headings. The headings of sections in this Agreement are for -------- convenience of reference only and shall not affect the meaning or construction of any provision of this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its representative thereunto duly authorized, all as of the day and year first above written. THE RRB FUND, INC. on behalf of CUSTODIAL TRUST COMPANY THE NUMERIC GROWTH & VALUE FUND By By --------------------------------- --------------------------------- Authorized Officer Authorized Officer EXHIBIT A AUTHORIZED PERSONS Set forth below are the names and specimen signatures of the persons authorized by the Numeric Growth & Value Fund - The RRB Fund, Inc. to administer the Custody Account. Name Signature ---- --------- -------------------------------------- ------------------------------------ -------------------------------------- ------------------------------------ -------------------------------------- ------------------------------------ -------------------------------------- ------------------------------------ ---------- ---------- EXHIBIT B --------- INVESTMENT ADVISERS EXHIBIT C --------- CUSTODY FEES AND TRANSACTION CHARGES The Fund shall pay Custodian the following fees and charges for holdings and transactions in the United States, all such fees and charges to be payable monthly by deduction from the Custody Account: (1) an annual fee of the greater of 0.015% (one and one-half basis points) per annum of the value of the assets in the Custody Account or $5,000, such fee to be payable monthly based upon the total market value of such assets as determined on the last Business Day of the month for which such fee is charged; (2) a transaction charge of $12 for each receipt or delivery of book-entry Securities into or from the Custody Account (but not for any such receipt or delivery (a) in a repurchase transaction representing a cash sweep investment for the Fund's account or representing the investment by the Fund of cash collateral for a loan of Securities or (b) of book-entry Securities which are collateral for a loan of Securities); (3) a transaction charge of $25 for each receipt or delivery into or from the Custody Account of Securities in physical form; (4) a transaction charge for each repurchase transaction in the Custody Account which represents a cash sweep investment for the Fund's account, computed at a rate of 0.10% (ten basis points) per annum on the amount of the purchase price paid by the Fund in such repurchase transaction on the basis of a 360-day year and for the actual number of days such repurchase transaction is outstanding; (5) a charge of $10 for each "free" transfer of funds from the Custody Account; (6) an administrative fee for each purchase in the Custody Account of shares or other interests in a money market or other fund, which purchase represents a cash sweep investment for the Fund's account, computed for each day that there is a positive balance in such fund to equal 1/365th of 0.10% (ten basis points) on the amount of such positive balance for such day; and (7) a service charge for each holding of Securities or other property sold by way of private placement or in such other manner as to require services by Custodian which in its reasonable judgment are materially in excess of those ordinarily required for the holding of publicly traded Securities in the United States. Fees and charges for holdings and transactions outside the United States, if any, shall be as separately agreed upon by the Fund and Custodian. EX-9.QQ 9 TRANSFER AGENCY AGREEMENT SUPPLEMENT Exhibit (9)(qq) TRANSFER AGENCY AGREEMENT SUPPLEMENT (Numeric Classes) This supplemental agreement is entered into this 24th day of April, 1996 by and between THE RBB FUND, INC. (the "Fund") and PFPC Inc., a Delaware corporation (the "Transfer Agent"), which is an indirect, wholly owned subsidiary of PNC Bank Corp. The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and the Transfer Agent have entered into a Transfer Agency Agreement, dated as of November 5, 1991 (as from time to time amended and supplemented, the "Transfer Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act as transfer agent, registrar and dividend disbursing agent for the Fund with respect to the Shares of the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Transfer Agency Agreement Supplement have the meaning specified in the Transfer Agency Agreement. The Fund agrees with the Transfer Agent as follows: 1. Adoption of Transfer Agency Agreement. The Transfer Agency ------------------------------------- Agreement is hereby adopted for the Numeric Classes of Common Stock (Classes FF, GG and HH) of the Fund. Each such Numeric Class shall constitute a "Class" as referred to in the Transfer Agency Agreement and its shares shall be "Shares" as referred to therein. 2. Compensation. As compensation for the services rendered by the ------------ Transfer Agent during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to each Class of the Fund, monthly fees that shall be agreed to from time to time by the Fund and the Transfer Agent, for each account open at any time during the month for which payment is being made, plus certain of the Transfer Agent's expenses relating to such services, as shall be agreed to from time to time by the Fund and the Transfer Agent. IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written. THE RBB FUND, INC. PFPC INC. By______________________ By_______________________ EX-9.RR 10 ADMINISTRATION & ACCOUNTING AGREEMENT Exhibit (9)(rr) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT TERMS AND CONDITIONS This Agreement is made as of April 24, 1996 by and between THE RBB FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Financial Corp. The Fund is registered as an open-end, non-diversified investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to retain PFPC to provide administration and accounting services to its Numeric Micro Cap Fund (the "Portfolio"), and PFPC wishes to furnish such services. In consideration of the promises and mutual covenants herein contained, the parties agree as follows: 1. Definitions. ----------- (a) "1933 Act" means the Securities Act of 1933, as amended. -------- (b) "1934 Act" means the Securities Exchange Act of 1934, as amended. -------- (c) "Authorized Person" means any officer of the Fund and any other ----------------- person, duly authorized by the Fund's Board of Directors, to give Oral and Written Instructions on behalf of the Fund and listed on the Certificate attached hereto as Appendix B or any amendment thereto as may be received by PFPC from time to 1 time. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation on the Certificate. (d) "Book-Entry System" means Federal Reserve Treasury book-entry ----------------- system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system maintained by an exchange registered with the SEC under the 1934 Act. (e) "Oral Instructions" mean oral instructions received by PFPC from ----------------- an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. (f) "SEC" means the Securities and Exchange Commission. --- (g) "Shares" mean the shares of common stock of the Fund representing ------ an interest in the Portfolio. (h) "Property" means: -------- (i) any and all securities and other investment items of the Portfolio which the Fund may from time to time deposit, or cause to be deposited, with PFPC or which PFPC may from time to time hold for the Fund on behalf of the Portfolio; (ii) all income in respect of any of such securities or other investment items; (iii) all proceeds of the sale of any of such securities or investment items; and (iv) all proceeds of the sale of Shares which are received by PFPC from time to time, from or on behalf of the Fund. (i) "Written Instructions" mean written instructions signed by two -------------------- Authorized Persons and received by PFPC. The 2 instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. 2. Appointment. ----------- The Fund hereby appoints PFPC to provide administration and accounting services to the Portfolio, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services. 3. Delivery of Documents. --------------------- The Fund has provided or, where applicable, will provide PFPC with the following: (a) certified or authenticated copies of the resolutions of the Fund's Board of Directors, approving the appointment of PFPC to provide services pursuant to this Agreement; (b) a copy of the Fund's most recent effective registration statement; (c) a copy of the Fund's advisory agreement or agreements with respect to the Portfolio; (d) a copy of the Fund's distribution agreement or agreements with respect to the Portfolio; (e) a copy of any additional administration agreement with respect to the Portfolio; (f) copies of any shareholder servicing agreements made in respect of the Portfolio; and (g) certified or authenticated copies of any and all amendments or supplements to the foregoing. 4. Compliance with Government Rules and Regulations. ------------------------------------------------ PFPC undertakes to comply with all applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, and any laws, rules and regulations of governmental authorities 3 having jurisdiction with respect to all duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund. 5. Instructions. ------------ Unless otherwise provided in this Agreement, PFPC shall act only upon Oral and Written Instructions. PFPC shall be entitled to rely upon any Oral and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's shareholders. The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. The Fund further agrees that PFPC shall incur no liability to the Fund in acting upon Oral or Written Instructions provided such instructions reasonably appear to have been received from an Authorized Person. 4 6. Right to Receive Advice. ----------------------- (a) Advice of the Fund. If PFPC is in doubt as to any action it ------------------ should or should not take, PFPC may request directions or advice, including Oral or Written Instructions, from the Fund. (b) Advice of Counsel. If PFPC shall be in doubt as to any questions ----------------- of law pertaining to any action it should or should not take, PFPC may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC). (c) Conflicting Advice. In the event of a conflict between ------------------ directions, advice or Oral or Written Instructions PFPC receives from the Fund, and the advice it receives from counsel, PFPC shall be entitled to rely upon and follow the advice of counsel. (d) Protection of PFPC. PFPC shall be protected in any action it ------------------ takes or does not take in reliance upon directions, advice or Oral or Written Instructions it receives from the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions, advice and Oral or Written Instructions. Nothing in this paragraph shall be construed so as to impose an obligation upon PFPC (i) to seek such directions, advice or Oral or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the terms of other provisions of this 5 Agreement, the same is a condition of PFPC's properly taking or not taking such action. 7. Records. ------- The books and records pertaining to the Fund, which are in the possession of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person at the Fund's expense to be paid from the assets of the Portfolio. PFPC shall keep the following records: (a) all books and records with respect to the Portfolio's books of account; (b) records of the Portfolio's securities transactions; (c) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 of the 1940 Act and as specifically set forth in Appendix B hereto. 8. Confidentiality. --------------- PFPC agrees to keep confidential all records of the Fund and information relative to the Fund and its shareholders (past, present and potential), unless the release of such records or information is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be 6 unreasonably withheld. The Fund further agrees that, should PFPC be required to provide such information or records to duly constituted authorities (who may institute civil or criminal contempt proceedings for failure to comply), PFPC shall not be required to seek the Fund's consent prior to disclosing such information. 9. Liaison with Accountants. ------------------------ PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules, all with respect to the Portfolio. PFPC shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as such may be required by the Fund from time to time. 10. Disaster Recovery. ----------------- PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision of emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto. 7 11. Compensation. ------------ As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or fees as may be agreed to in writing by the Fund and PFPC. 12. Indemnification. --------------- The Fund agrees to indemnify and hold harmless PFPC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act and the 1940 Act, and any state and foreign securities and blue sky laws, and amendments thereto, and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action which PFPC takes or does not take (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions. Neither PFPC, nor any of its nominees, shall be indemnified against any liability to the Fund or to its shareholders (or any expenses incident to such liability) arising out of PFPC's own willful misfeasance, gross negligence or reckless disregard of its duties and obligations under this Agreement. 13. Responsibility of PFPC. ---------------------- PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of 8 its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be responsible for failure to perform its duties under this Agreement arising out of PFPC's gross negligence. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the fund that are attributable to the gross negligence of PFPC. Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC, in connection with its duties under this Agreement, shall not be liable for (a) the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (b) delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's 9 performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC. 14. Description of Accounting Services on a Continuing Basis. -------------------------------------------------------- PFPC will perform the following accounting functions with respect to the Portfolio if required: (i) Journalize investment, capital share and income and expense activities; (ii) Verify investment buy/sell trade tickets when received from the investment advisor (the "Advisor") and transmit trades to the Fund's foreign custodian (the "Custodian") for proper settlement; (iii) Maintain individual ledgers for investment securities; (iv) Maintain historical tax lots for each security; (v) Reconcile cash and investment balances with the Custodian, and provide the Advisor with the beginning cash balance available for investment purposes; (vi) Update the cash availability throughout the day as required by the Advisor; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations; (viii) Calculate various contractual expenses (e.g., ---- advisory and custody fees); (ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (x) Control all disbursements and authorize such disbursements upon Written Instructions; 10 (xi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing services approved by the Advisor, or if such quotes are unavailable, then obtain such prices from Advisor, and in either case calculate the market value of the investments; (xiv) Transmit or mail a copy of the daily portfolio valuation to the Advisor; (xv) Compute net asset value; (xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and (xvii) Prepare a monthly financial statement, which will include the following items: Schedule of Investments Statement of Assets and Liabilities Statement of Operations Cash Statement Schedule of Capital Gains and Losses. 15. Description of Administration Services on a Continuing Basis. ------------------------------------------------------------ PFPC will perform the following administration services with respect to the Portfolio: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) (a) Assist in the preparation of support schedules necessary for completion of federal and state tax returns; or (b) prepare for execution and file the Fund's Federal and state tax returns; 11 (iv) (a) Assist in the preparation of Semi-Annual Reports with the SEC on Form N-SAR; or (b) prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR. (v) (a) Assist in the preparation of annual, semi-annual, and quarterly shareholder reports; or (b) prepare and file with the SEC the Fund's annual, semi-annual, and quarterly shareholder reports; (vi) Assist with the preparation of registration statements and other filings relating to the registration of Shares; (vii) Monitor the Portfolio's status as a regulated investment company under SubChapter M of the Internal Revenue Code of 1986, as amended; and (viii) Coordinate contractual relationships and communications between the Fund and its service providers. 16. Duration and Termination. ------------------------ This Agreement shall continue until terminated by the Fund or by PFPC on sixty (60) days' prior written notice to the other party. 17. Notices. ------- All notices and other communications, including written Instructions, shall be in writing or by confiding telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is 12 delivered. Notices shall be addressed (a) if to PFPC at PFPC's address, 103 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at such other address as shall have been notified to the sender of any such Notice or other communication. 18. Amendments. ---------- This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought. 19. Delegation. ---------- PFPC may assign its rights and delegate its duties hereunder to any wholly owned direct or indirect subsidiary of Provident National Bank or PNC Financial Corp, provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate agrees with PFPC to comply with all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation, including (without limitation) the capabilities of the delegate. 20. Counterparts. ------------ This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13 21. Further Actions. --------------- Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 22. Miscellaneous. ------------- This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated and/or Oral Instructions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit off the parties hereto and their respective successors. 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written. PFPC INC. By: ----------------------- THE RBB FUND, INC. By: ----------------------- 15 APPENDIX A [List Books and Records to be ---------------------------- Maintained by PFPC] ------------------ 16 APPENDIX B ---------- Authorized Persons - ----------------------------------- ----------------------------------- (name) (signature) - ----------------------------------- ----------------------------------- (name) (signature) - ----------------------------------- ----------------------------------- (name) (signature) - ----------------------------------- ----------------------------------- (name) (signature) - ----------------------------------- ----------------------------------- (name) (signature) - ----------------------------------- ----------------------------------- (name) (signature) 17 EX-9.SS 11 ADMINISTRATION & ACCOUNTING AGREEMENT Exhibit (9)(ss) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT TERMS AND CONDITIONS This Agreement is made as of ____________, 1996 by and between THE RBB FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Financial Corp. The Fund is registered as an open-end, non-diversified investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to retain PFPC to provide administration and accounting services to its Numeric Growth Fund (the "Portfolio"), and PFPC wishes to furnish such services. In consideration of the promises and mutual covenants herein contained, the parties agree as follows: 1. Definitions. ----------- (a) "1933 Act" means the Securities Act of 1933, as amended. -------- (b) "1934 Act" means the Securities Exchange Act of 1934, as amended. -------- (c) "Authorized Person" means any officer of the Fund and any other ----------------- person, duly authorized by the Fund's Board of Directors, to give Oral and Written Instructions on behalf of the Fund and listed on the Certificate attached hereto as Appendix B or any amendment thereto as may be received by PFPC from time to 1 time. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation on the Certificate. (d) "Book-Entry System" means Federal Reserve Treasury book-entry ----------------- system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system maintained by an exchange registered with the SEC under the 1934 Act. (e) "Oral Instructions" mean oral instructions received by PFPC from ----------------- an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. (f) "SEC" means the Securities and Exchange Commission. --- (g) "Shares" mean the shares of common stock of the Fund representing ------ an interest in the Portfolio. (h) "Property" means: -------- (i) any and all securities and other investment items of the Portfolio which the Fund may from time to time deposit, or cause to be deposited, with PFPC or which PFPC may from time to time hold for the Fund on behalf of the Portfolio; (ii) all income in respect of any of such securities or other investment items; (iii) all proceeds of the sale of any of such securities or investment items; and (iv) all proceeds of the sale of Shares which are received by PFPC from time to time, from or on behalf of the Fund. (i) "Written Instructions" mean written instructions signed by two -------------------- Authorized Persons and received by PFPC. The 2 instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. 2. Appointment. ----------- The Fund hereby appoints PFPC to provide administration and accounting services to the Portfolio, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services. 3. Delivery of Documents. --------------------- The Fund has provided or, where applicable, will provide PFPC with the following: (a) certified or authenticated copies of the resolutions of the Fund's Board of Directors, approving the appointment of PFPC to provide services pursuant to this Agreement; (b) a copy of the Fund's most recent effective registration statement; (c) a copy of the Fund's advisory agreement or agreements with respect to the Portfolio; (d) a copy of the Fund's distribution agreement or agreements with respect to the Portfolio; (e) a copy of any additional administration agreement with respect to the Portfolio; (f) copies of any shareholder servicing agreements made in respect of the Portfolio; and (g) certified or authenticated copies of any and all amendments or supplements to the foregoing. 4. Compliance with Government Rules and Regulations. ------------------------------------------------ PFPC undertakes to comply with all applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, and any laws, rules and regulations of governmental authorities 3 having jurisdiction with respect to all duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund. 5. Instructions. ------------ Unless otherwise provided in this Agreement, PFPC shall act only upon Oral and Written Instructions. PFPC shall be entitled to rely upon any Oral and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's shareholders. The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. The Fund further agrees that PFPC shall incur no liability to the Fund in acting upon Oral or Written Instructions provided such instructions reasonably appear to have been received from an Authorized Person. 4 6. Right to Receive Advice. ----------------------- (a) Advice of the Fund. If PFPC is in doubt as to any action it ------------------ should or should not take, PFPC may request directions or advice, including Oral or Written Instructions, from the Fund. (b) Advice of Counsel. If PFPC shall be in doubt as to any questions ----------------- of law pertaining to any action it should or should not take, PFPC may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC). (c) Conflicting Advice. In the event of a conflict between ------------------ directions, advice or Oral or Written Instructions PFPC receives from the Fund, and the advice it receives from counsel, PFPC shall be entitled to rely upon and follow the advice of counsel. (d) Protection of PFPC. PFPC shall be protected in any action it ------------------ takes or does not take in reliance upon directions, advice or Oral or Written Instructions it receives from the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions, advice and Oral or Written Instructions. Nothing in this paragraph shall be construed so as to impose an obligation upon PFPC (i) to seek such directions, advice or Oral or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the terms of other provisions of this 5 Agreement, the same is a condition of PFPC's properly taking or not taking such action. 7. Records. ------- The books and records pertaining to the Fund, which are in the possession of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person at the Fund's expense to be paid from the assets of the Portfolio. PFPC shall keep the following records: (a) all books and records with respect to the Portfolio's books of account; (b) records of the Portfolio's securities transactions; (c) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 of the 1940 Act and as specifically set forth in Appendix B hereto. 8. Confidentiality. --------------- PFPC agrees to keep confidential all records of the Fund and information relative to the Fund and its shareholders (past, present and potential), unless the release of such records or information is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be 6 unreasonably withheld. The Fund further agrees that, should PFPC be required to provide such information or records to duly constituted authorities (who may institute civil or criminal contempt proceedings for failure to comply), PFPC shall not be required to seek the Fund's consent prior to disclosing such information. 9. Liaison with Accountants. ------------------------ PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules, all with respect to the Portfolio. PFPC shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as such may be required by the Fund from time to time. 10. Disaster Recovery. ----------------- PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision of emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto. 7 11. Compensation. ------------ As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or fees as may be agreed to in writing by the Fund and PFPC. 12. Indemnification. --------------- The Fund agrees to indemnify and hold harmless PFPC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act and the 1940 Act, and any state and foreign securities and blue sky laws, and amendments thereto, and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action which PFPC takes or does not take (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions. Neither PFPC, nor any of its nominees, shall be indemnified against any liability to the Fund or to its shareholders (or any expenses incident to such liability) arising out of PFPC's own willful misfeasance, gross negligence or reckless disregard of its duties and obligations under this Agreement. 13. Responsibility of PFPC. ---------------------- PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of 8 its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be responsible for failure to perform its duties under this Agreement arising out of PFPC's gross negligence. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the fund that are attributable to the gross negligence of PFPC. Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC, in connection with its duties under this Agreement, shall not be liable for (a) the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (b) delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's 9 performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC. 14. Description of Accounting Services on a Continuing Basis. -------------------------------------------------------- PFPC will perform the following accounting functions with respect to the Portfolio if required: (i) Journalize investment, capital share and income and expense activities; (ii) Verify investment buy/sell trade tickets when received from the investment advisor (the "Advisor") and transmit trades to the Fund's foreign custodian (the "Custodian") for proper settlement; (iii) Maintain individual ledgers for investment securities; (iv) Maintain historical tax lots for each security; (v) Reconcile cash and investment balances with the Custodian, and provide the Advisor with the beginning cash balance available for investment purposes; (vi) Update the cash availability throughout the day as required by the Advisor; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations; (viii) Calculate various contractual expenses (e.g., ---- advisory and custody fees); (ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (x) Control all disbursements and authorize such disbursements upon Written Instructions; 10 (xi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing services approved by the Advisor, or if such quotes are unavailable, then obtain such prices from Advisor, and in either case calculate the market value of the investments; (xiv) Transmit or mail a copy of the daily portfolio valuation to the Advisor; (xv) Compute net asset value; (xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and (xvii) Prepare a monthly financial statement, which will include the following items: Schedule of Investments Statement of Assets and Liabilities Statement of Operations Cash Statement Schedule of Capital Gains and Losses. 15. Description of Administration Services on a Continuing Basis. ------------------------------------------------------------ PFPC will perform the following administration services with respect to the Portfolio: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) (a) Assist in the preparation of support schedules necessary for completion of federal and state tax returns; or (b) prepare for execution and file the Fund's Federal and state tax returns; 11 (iv) (a) Assist in the preparation of Semi-Annual Reports with the SEC on Form N-SAR; or (b) prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR. (v) (a) Assist in the preparation of annual, semi-annual, and quarterly shareholder reports; or (b) prepare and file with the SEC the Fund's annual, semi-annual, and quarterly shareholder reports; (vi) Assist with the preparation of registration statements and other filings relating to the registration of Shares; (vii) Monitor the Portfolio's status as a regulated investment company under SubChapter M of the Internal Revenue Code of 1986, as amended; and (viii) Coordinate contractual relationships and communications between the Fund and its service providers. 16. Duration and Termination. ------------------------ This Agreement shall continue until terminated by the Fund or by PFPC on sixty (60) days' prior written notice to the other party. 17. Notices. ------- All notices and other communications, including written Instructions, shall be in writing or by confiding telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is 12 delivered. Notices shall be addressed (a) if to PFPC at PFPC's address, 103 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at such other address as shall have been notified to the sender of any such Notice or other communication. 18. Amendments. ---------- This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought. 19. Delegation. ---------- PFPC may assign its rights and delegate its duties hereunder to any wholly owned direct or indirect subsidiary of Provident National Bank or PNC Financial Corp, provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate agrees with PFPC to comply with all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation, including (without limitation) the capabilities of the delegate. 20. Counterparts. ------------ This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13 21. Further Actions. --------------- Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 22. Miscellaneous. ------------- This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated and/or Oral Instructions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit off the parties hereto and their respective successors. 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written. PFPC INC. By: --------------------------- THE RBB FUND, INC. By: --------------------------- 15 APPENDIX A [List Books and Records to be ---------------------------- Maintained by PFPC] ------------------ 16 APPENDIX B ---------- Authorized Persons - --------------------------------- --------------------------------- (name) (signature) - --------------------------------- --------------------------------- (name) (signature) - --------------------------------- --------------------------------- (name) (signature) - --------------------------------- --------------------------------- (name) (signature) - --------------------------------- --------------------------------- (name) (signature) - --------------------------------- --------------------------------- (name) (signature) 17 EX-9.TT 12 ADMINISTRATION & ACCOUNTING AGREEMENT Exhibit (9)(tt) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT TERMS AND CONDITIONS This Agreement is made as of ____________, 1996 by and between THE RBB FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Financial Corp. The Fund is registered as an open-end, non-diversified investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to retain PFPC to provide administration and accounting services to its Numeric Growth & Value Fund (the "Portfolio"), and PFPC wishes to furnish such services. In consideration of the promises and mutual covenants herein contained, the parties agree as follows: 1. Definitions. ----------- (a) "1933 Act" means the Securities Act of 1933, as amended. -------- (b) "1934 Act" means the Securities Exchange Act of 1934, as amended. -------- (c) "Authorized Person" means any officer of the Fund and any other ----------------- person, duly authorized by the Fund's Board of Directors, to give Oral and Written Instructions on behalf of the Fund and listed on the Certificate attached hereto as Appendix B or any amendment thereto as may be received by PFPC from time to 1 time. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation on the Certificate. (d) "Book-Entry System" means Federal Reserve Treasury book-entry ----------------- system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system maintained by an exchange registered with the SEC under the 1934 Act. (e) "Oral Instructions" mean oral instructions received by PFPC from ----------------- an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. (f) "SEC" means the Securities and Exchange Commission. --- (g) "Shares" mean the shares of common stock of the Fund representing ------ an interest in the Portfolio. (h) "Property" means: -------- (i) any and all securities and other investment items of the Portfolio which the Fund may from time to time deposit, or cause to be deposited, with PFPC or which PFPC may from time to time hold for the Fund on behalf of the Portfolio; (ii) all income in respect of any of such securities or other investment items; (iii) all proceeds of the sale of any of such securities or investment items; and (iv) all proceeds of the sale of Shares which are received by PFPC from time to time, from or on behalf of the Fund. (i) "Written Instructions" mean written instructions signed by two -------------------- Authorized Persons and received by PFPC. The 2 instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. 2. Appointment. ----------- The Fund hereby appoints PFPC to provide administration and accounting services to the Portfolio, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services. 3. Delivery of Documents. --------------------- The Fund has provided or, where applicable, will provide PFPC with the following: (a) certified or authenticated copies of the resolutions of the Fund's Board of Directors, approving the appointment of PFPC to provide services pursuant to this Agreement; (b) a copy of the Fund's most recent effective registration statement; (c) a copy of the Fund's advisory agreement or agreements with respect to the Portfolio; (d) a copy of the Fund's distribution agreement or agreements with respect to the Portfolio; (e) a copy of any additional administration agreement with respect to the Portfolio; (f) copies of any shareholder servicing agreements made in respect of the Portfolio; and (g) certified or authenticated copies of any and all amendments or supplements to the foregoing. 4. Compliance with Government Rules and Regulations. ------------------------------------------------ PFPC undertakes to comply with all applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, and any laws, rules and regulations of governmental authorities 3 having jurisdiction with respect to all duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund. 5. Instructions. ------------ Unless otherwise provided in this Agreement, PFPC shall act only upon Oral and Written Instructions. PFPC shall be entitled to rely upon any Oral and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's shareholders. The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. The Fund further agrees that PFPC shall incur no liability to the Fund in acting upon Oral or Written Instructions provided such instructions reasonably appear to have been received from an Authorized Person. 4 6. Right to Receive Advice. ----------------------- (a) Advice of the Fund. If PFPC is in doubt as to any action it ------------------ should or should not take, PFPC may request directions or advice, including Oral or Written Instructions, from the Fund. (b) Advice of Counsel. If PFPC shall be in doubt as to any questions ----------------- of law pertaining to any action it should or should not take, PFPC may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC). (c) Conflicting Advice. In the event of a conflict between ------------------ directions, advice or Oral or Written Instructions PFPC receives from the Fund, and the advice it receives from counsel, PFPC shall be entitled to rely upon and follow the advice of counsel. (d) Protection of PFPC. PFPC shall be protected in any action it ------------------ takes or does not take in reliance upon directions, advice or Oral or Written Instructions it receives from the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions, advice and Oral or Written Instructions. Nothing in this paragraph shall be construed so as to impose an obligation upon PFPC (i) to seek such directions, advice or Oral or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the terms of other provisions of this 5 Agreement, the same is a condition of PFPC's properly taking or not taking such action. 7. Records. ------- The books and records pertaining to the Fund, which are in the possession of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person at the Fund's expense to be paid from the assets of the Portfolio. PFPC shall keep the following records: (a) all books and records with respect to the Portfolio's books of account; (b) records of the Portfolio's securities transactions; (c) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 of the 1940 Act and as specifically set forth in Appendix B hereto. 8. Confidentiality. --------------- PFPC agrees to keep confidential all records of the Fund and information relative to the Fund and its shareholders (past, present and potential), unless the release of such records or information is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be 6 unreasonably withheld. The Fund further agrees that, should PFPC be required to provide such information or records to duly constituted authorities (who may institute civil or criminal contempt proceedings for failure to comply), PFPC shall not be required to seek the Fund's consent prior to disclosing such information. 9. Liaison with Accountants. ------------------------ PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules, all with respect to the Portfolio. PFPC shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as such may be required by the Fund from time to time. 10. Disaster Recovery. ----------------- PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision of emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto. 7 11. Compensation. ------------ As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or fees as may be agreed to in writing by the Fund and PFPC. 12. Indemnification. --------------- The Fund agrees to indemnify and hold harmless PFPC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act and the 1940 Act, and any state and foreign securities and blue sky laws, and amendments thereto, and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action which PFPC takes or does not take (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions. Neither PFPC, nor any of its nominees, shall be indemnified against any liability to the Fund or to its shareholders (or any expenses incident to such liability) arising out of PFPC's own willful misfeasance, gross negligence or reckless disregard of its duties and obligations under this Agreement. 13. Responsibility of PFPC. ---------------------- PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of 8 its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be responsible for failure to perform its duties under this Agreement arising out of PFPC's gross negligence. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the fund that are attributable to the gross negligence of PFPC. Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC, in connection with its duties under this Agreement, shall not be liable for (a) the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (b) delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's 9 performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC. 14. Description of Accounting Services on a Continuing Basis. -------------------------------------------------------- PFPC will perform the following accounting functions with respect to the Portfolio if required: (i) Journalize investment, capital share and income and expense activities; (ii) Verify investment buy/sell trade tickets when received from the investment advisor (the "Advisor") and transmit trades to the Fund's foreign custodian (the "Custodian") for proper settlement; (iii) Maintain individual ledgers for investment securities; (iv) Maintain historical tax lots for each security; (v) Reconcile cash and investment balances with the Custodian, and provide the Advisor with the beginning cash balance available for investment purposes; (vi) Update the cash availability throughout the day as required by the Advisor; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations; (viii) Calculate various contractual expenses (e.g., ---- advisory and custody fees); (ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (x) Control all disbursements and authorize such disbursements upon Written Instructions; 10 (xi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing services approved by the Advisor, or if such quotes are unavailable, then obtain such prices from Advisor, and in either case calculate the market value of the investments; (xiv) Transmit or mail a copy of the daily portfolio valuation to the Advisor; (xv) Compute net asset value; (xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and (xvii) Prepare a monthly financial statement, which will include the following items: Schedule of Investments Statement of Assets and Liabilities Statement of Operations Cash Statement Schedule of Capital Gains and Losses. 15. Description of Administration Services on a Continuing Basis. ------------------------------------------------------------ PFPC will perform the following administration services with respect to the Portfolio: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) (a) Assist in the preparation of support schedules necessary for completion of federal and state tax returns; or (b) prepare for execution and file the Fund's Federal and state tax returns; 11 (iv) (a) Assist in the preparation of Semi-Annual Reports with the SEC on Form N-SAR; or (b) prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR. (v) (a) Assist in the preparation of annual, semi-annual, and quarterly shareholder reports; or (b) prepare and file with the SEC the Fund's annual, semi-annual, and quarterly shareholder reports; (vi) Assist with the preparation of registration statements and other filings relating to the registration of Shares; (vii) Monitor the Portfolio's status as a regulated investment company under SubChapter M of the Internal Revenue Code of 1986, as amended; and (viii) Coordinate contractual relationships and communications between the Fund and its service providers. 16. Duration and Termination. ------------------------ This Agreement shall continue until terminated by the Fund or by PFPC on sixty (60) days' prior written notice to the other party. 17. Notices. ------- All notices and other communications, including written Instructions, shall be in writing or by confiding telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is 12 delivered. Notices shall be addressed (a) if to PFPC at PFPC's address, 103 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at such other address as shall have been notified to the sender of any such Notice or other communication. 18. Amendments. ---------- This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought. 19. Delegation. ---------- PFPC may assign its rights and delegate its duties hereunder to any wholly owned direct or indirect subsidiary of Provident National Bank or PNC Financial Corp, provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate agrees with PFPC to comply with all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation, including (without limitation) the capabilities of the delegate. 20. Counterparts. ------------ This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13 21. Further Actions. --------------- Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 22. Miscellaneous. ------------- This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated and/or Oral Instructions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit off the parties hereto and their respective successors. 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written. PFPC INC. By: --------------------------- THE RBB FUND, INC. By: --------------------------- 15 APPENDIX A [List Books and Records to be ---------------------------- Maintained by PFPC] ------------------ 16 APPENDIX B ---------- Authorized Persons ------------------------------ --------------------------- (name) (signature) ----------------------------- --------------------------- (name) (signature) ----------------------------- --------------------------- (name) (signature) ----------------------------- --------------------------- (name) (signature) ----------------------------- --------------------------- (name) (signature) ----------------------------- --------------------------- (name) (signature) 17 EX-9.UU 13 ADMINISTRATIVE SERVICES AGREEMENT Exhibit (9)(uu) ADMINISTRATIVE SERVICES AGREEMENT --------------------------------- This Agreement is made as of the day of , 1996, by and ---- --------- between THE RBB FUND, INC., a Maryland corporation (the "Fund"), on behalf of its Numeric Micro Cap Fund, Numeric Growth Fund and Numeric Growth & Value Fund (collectively, the "Portfolios") and COUNSELLORS FUND SERVICES, INC. ("Counsellors"), a Delaware corporation. W I T N E S S E T H WHEREAS, the Fund is registered as an open-end, diversified management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Fund wishes to retain Counsellors to provide certain administrative services to the Portfolios, and Counsellors is willing to furnish such services; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. Appointment. The Fund hereby appoints Counsellors to provide certain ------------ administrative services to the Portfolios for the period and on the terms set forth in this Agreement. Counsellors accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Paragraph 6 of this Agreement. Counsellors agrees to comply with all relevant provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and 1940 Act and applicable rules and regulations thereunder. 2. Services on a Continuing Basis. subject to the supervision and ------------------------------ direction of the Board of Directors of the Fund, Counsellors undertakes to perform the following administrative services for the Portfolios: (a) Making available office facilities, as requested by the Fund, (which may be in the offices of Counsellors or a corporate affiliate); (b) Furnishing data processing services, clerical services and certain internal quasi-legal, executive and administrative services; (c) Furnish an 800 telephone line for shareholder inquires and otherwise assist in the preparation of shareholder communications and notices as requested by the Fund or the investment adviser to the Portfolios (the "Investment Adviser"). (d) Assisting in coordinating the preparation of reports to each Portfolio's shareholders of record and the Securities and Exchange Commission (the "SEC") including, but not limited to, proxy statements; annual, semi-annual and quarterly reports to Shareholders; annual and semi-annual reports on Form N- SAR; and post-effective amendments to the Fund's Registration Statement on Form N-lA (the "Registration Statement"); 2 (e) Assisting the Investment Adviser, at the Investment Adviser's request, in monitoring and developing compliance procedures which will include, among other matters, procedures to assist the Investment Adviser in monitoring compliance with the each Portfolio's investment objective, policies, restrictions, tax matters and applicable laws and regulations; and (f) Acting as liaison between the Fund and the Fund's independent public accountants, counsel, custodian or custodians, transfer agent and administrator and taking all reasonable action in the performance of its obligations under this Agreement to assure that all necessary information is made available to each of them. In performing all services under this Agreement, Counsellors shall act in conformity with applicable law, the Fund's Articles of Incorporation and By- Laws, and all amendments thereto, and each Portfolio's investment objective, investment policies and other practices and policies set forth in the Fund's Registration Statement, as such Registration Statement and practices and policies may be amended from time to time. 3. Books and Records. In connection with the services provided under ------------------ this Agreement, Counsellors shall maintain such books and records, as required by the Fund, of the Fund's reports or filings with each Portfolio's shareholders, the SEC 3 authorities and other required reports and documents prepared, filed or distributed on behalf of the Fund. The books and records pertaining to the Fund or any Portfolio that are in the possession of Counsellors 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 and rules and regulations. The Fund, or the Fund's authorized representatives, shall have access to such books and records at all times during Counsellors' normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Counsellors to the Fund or the Fund's authorized representative at the Fund's expense. 4. Confidentiality. Counsellors agrees on behalf of itself and its --------------- employees to treat confidentially all records and other information relative to the Fund or any Portfolio and its prior, present or potential shareholders and relative to the Investment Adviser and its prior, present or potential customers, 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 Counsellors 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. 4 5. Right to Receive Advice. ------------------------ (a) Advice of Fund. If Counsellors is in doubt as to any action to be --------------- taken or omitted by it, it may request, and shall receive, directions or advice from the Fund. (b) Advice of Counsel. If Counsellors is in doubt as to any question ------------------ of law involved in any action to be taken or omitted by Counsellors, it may request advice at its own cost from counsel of its own choosing (who may be counsel for the Investment Adviser, the Fund or Counsellors, at the option of Counsellors). c) Conflicting Advice. In case of conflict between directions or ------------------- advice received by Counsellors pursuant to subsection (a) of this paragraph and advice received by Counsellors pursuant to subsection (b) of this paragraph, Counsellors shall be entitled to rely on and follow the advice received pursuant to the latter provision alone. (d) Protection of Counsellors. Counsellors shall be protected in any -------------------------- action or inaction which it takes in reliance on any directions or advice received pursuant to subsections (a) or (b) of this paragraph which Counsellors, after receipt of any such directions or advice in good faith believes to be consistent with such directions or advice. However, nothing in this paragraph shall be construed as imposing upon Counsellors any obligation (i) to seek such directions or advice or (ii) to act in accordance with such directions or advice when received. 5 Nothing in this subsection shall excuse Counsellors when an action or omission on the part of Counsellors constitutes willful misfeasance, bad faith, negligence or reckless disregard by Counsellors of its duties under this Agreement. 6. Compensation. In consideration of services rendered pursuant to this ------------- Agreement, the Fund will pay Counsellors on the first business day of each month a fee for the previous month, calculated daily. The Fund will also reimburse Counsellors for its out-of-pocket expenses incurred on behalf of the Fund, including but not limited to, postage, telephone, telex and Federal Express charges. The annual fee shall be .l5% of each Portfolio's average daily net assets exclusive of out-of-pocket expenses. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to Counsellors, the value of a Portfolio's net assets shall be computed at the times and in the manner specified in the Fund's Prospectus and Statement of Additional Information as from time to time in effect. The annual fee paid to Counsellors hereunder may be amended upon terms as may be specifically agreed to in writing from time to time by the Fund and Counsellors. 7. Indemnification. The Fund agrees to indemnify and hold harmless ---------------- Counsellors and its nominees from all taxes, charges, 6 expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under federal securities and commodities laws and any state and foreign securities and Blue Sky laws, all as or to be amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which Counsellors takes or does or omits to take or do pursuant to the terms of this Agreement or otherwise at the request or on the direction of or in reliance on the advice of the Fund, provided, that neither Counsellors nor any of its nominees shall be indemnified against any liability to the Fund or to its Shareholders (or any expenses incident to such liability) arising out of Counsellors' own willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under this Agreement. 8. Responsibility of Counsellors. Counsellors shall be under no duty to ------------------------------ take any action on behalf of the Fund, except as specifically set forth herein or as may be specifically agreed to by Counsellors in writing. In the performance of its duties hereunder, Counsellors shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts within reasonable limits in performing services provided for under this Agreement. Counsellors shall be responsible for its own negligent failure to perform its duties under this Agreement. Without 7 limiting the generality of the foregoing or of any other provision of this Agreement, Counsellors in connection with its duties under this Agreement shall not be under any duty or obligation to inquire into and shall not be liable for or in respect of (a) the validity or invalidity or authority or lack thereof of any notice or other instrument which conforms to the applicable requirements of this Agreement, and which Counsellors reasonably believes to be genuine; or (b) delays or errors or loss of data occurring by reason of circumstances beyond Counsellors' control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. 9. Duration and Termination. This Agreement shall continue until ------------------------- terminated by the Fund or Counsellors on 60 days' written notice. 10. Notices. All notices and other communications hereunder (collectively -------- referred to as "Notice" or "Notices" in this Paragraph), shall be in writing or by confirming telegram, Cable, telex or facsimile sending device. Notices shall be addressed (a) if to Counsellors at Counsellors' address, 466 Lexington Avenue, New York, New York 10017; (b) if to the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at such other address as shall have been notified to 8 the sender of any such Notice or other communication. If the location of the sender of a Notice or other communication. If the location of the sender of a Notice and the address of the addressee thereof are, at the time of sending more than 100 miles apart, the Notice may be mailed, in which case it shall be deemed to have been given three days after it is send, or if sent by confirming telegram, cable, telex, or facsimile sending device charges arising from the sending of a Notice hereunder shall be paid by the sender. 11. Further Actions. Each party agrees to perform such further acts and ---------------- execute such further documents as are necessary to effectuate the purposes hereof. 12. Amendments. This Agreement or any part hereof may be changed or ----------- waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought. 13. 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. 14. Miscellaneous. This Agreement embodies the entire agreement and -------------- understanding between the parties thereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. The captions in this Agreement are included for convenience of reference only and in no way define 9 or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement shall be deemed to be a contract made in New York and governed by New York law. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first above written. THE RBB FUND, INC. By:_________________________ Title: COUNSELLORS FUND SERVICES, INC. By:__________________________ Title: 10 EX-10 14 OPINION OF COUNSEL Exhibit (10) May 9, 1996 The RBB Fund, Inc. Bellevue Park Corporate Center 400 Bellevue Parkway, Suite 100 Wilmington, DE 19809 Gentlemen: We have acted as counsel for The RBB Fund, Inc. (the "Fund") in connection with the registration of the Fund under the Investment Company Act of 1940 (the "1940 Act") and the registration of the Class FF, GG and HH (Numeric) shares of Common Stock, par value $.001 per share, of the Fund ("Shares") under the Securities Act of 1933 (the "1933 Act"). In this regard, we have participated in the preparation of the Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A, relating to the Fund and the Shares, which is filed by the Fund under the 1933 Act and the 1940 Act. We are of the opinion that the Shares to be offered and sold by the Fund, when issued and sold pursuant to the terms described in the Post-Effective Amendment to the Registration Statement when it becomes effective and in conformity with applicable Federal and state securities laws, will be legally issued, fully paid and nonassessable. We consent to the use of our name on the back page of the prospectus and in the statement of additional information under the caption "Miscellaneous - - Counsel" in the Post-Effective Amendment to the Registration Statement, and we also consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Ballard Spahr Andrew & Ingersoll EX-11 15 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit (11) CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent in this Post-Effective Amendment No. 34 under the Securities Act of 1933, as amended to this Registration Statement on Form N-1A (File No. 33-20827) of The RBB Fund, Inc. to the reference to our Firm under the headings "Independent Accountants" in the prospectus and "Miscellaneous--Independent Accountants" in the Statement of Additional Information. COOPERS & LYBRAND L.L.P. /s/ Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania May 15, 1996 EX-13.I 16 PURCHASE AGREEMENT Exhibit (13)(i) PURCHASE AGREEMENT ------------------ The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Numeric Investors L.P. ("Numeric"), a Delaware limited partnership, intending to be legally bound, hereby agree with each other as follows: 1. The Fund hereby offers Numeric and Numeric hereby purchases $1,000 worth of shares of Class FF Common Stock (Numeric Micro Cap Fund ) of the Fund (par value $.001 per share) (such shares hereinafter sometimes collectively known as "Shares") at a price per Share equivalent to the net asset value per share of the Numeric Micro Cap Fund shares of the Fund as determined on , 1996. The Fund hereby acknowledges receipt from Numeric of funds in the amount of $1,000.00 in full payment for the Shares. 2. Numeric represents and warrants to the Fund that the Shares are being acquired for investment purposes and not with a view to the distribution thereof. 3. This agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day of , 1996. THE RBB FUND, INC. By:------------------------ President NUMERIC INVESTORS L.P. By:------------------------- EX-13.J 17 PURCHASE AGREEMENT Exhibit (13)(j) PURCHASE AGREEMENT ------------------ The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Numeric Investors L.P. ("Numeric"), a Delaware limited partnership, intending to be legally bound, hereby agree with each other as follows: 1. The Fund hereby offers Numeric and Numeric hereby purchases $1,000 worth of shares of Class GG Common Stock (Numeric Growth Fund ) of the Fund (par value $.001 per share) (such shares hereinafter sometimes collectively known as "Shares") at a price per Share equivalent to the net asset value per share of the Numeric Growth Fund shares of the Fund as determined on , 1996. The Fund hereby acknowledges receipt from Numeric of funds in the amount of $1,000.00 in full payment for the Shares. 2. Numeric represents and warrants to the Fund that the Shares are being acquired for investment purposes and not with a view to the distribution thereof. 3. This agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day of , 1996. THE RBB FUND, INC. By:------------------------ President NUMERIC INVESTORS L.P. By:------------------------- EX-13.K 18 PURCHASE AGREEMENT Exhibit (13)(k) PURCHASE AGREEMENT ------------------ The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Numeric Investors L.P. ("Numeric"), a Delaware limited partnership, intending to be legally bound, hereby agree with each other as follows: 1. The Fund hereby offers Numeric and Numeric hereby purchases $1,000 worth of shares of Class HH Common Stock (Numeric Growth & Value Fund) of the Fund (par value $.001 per share) (such shares hereinafter sometimes collectively known as "Shares") at a price per Share equivalent to the net asset value per share of the Numeric Investors Mid Cap Fund shares of the Fund as determined on , 1996. The Fund hereby acknowledges receipt from Numeric of funds in the amount of $1,000.00 in full payment for the Shares. 2. Numeric represents and warrants to the Fund that the Shares are being acquired for investment purposes and not with a view to the distribution thereof. 3. This agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day of , 1996. THE RBB FUND, INC. By:________________________ President NUMERIC INVESTORS, L.P. By:_________________________ EX-19 19 REPRESENTATION OF COUNSEL Exhibit (19) REPRESENTATION OF COUNSEL PURSUANT TO RULE 485(b) UNDER THE SECURITIES ACT OF 1933 We hereby represent that Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A of the RBB Fund, Inc. (Registration No. 33- 20827) filed with the Securities and Exchange Commission under the Securities Act of 1933 and Amendment No. 36 under the Investment Company Act of 1940 contains no disclosures which would render it ineligible to become effective pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933. /s/ Ballard Spahr Andrews & Ingersoll ------------------------------------ Ballard Spahr Andrews & Ingersoll May 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----