Annual report & accounts

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Rolinco NV(BR)	LSE:RLI	London	Ordinary Share	NL0000289817	ORD EUR1

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

Rotterdam, 30 March 2005

ROLINCO N.V.

ANNUAL REPORT 2004

% ROBECO
CONTENTS

General information
Report of the supervisory board
2
Report of the management board
5
Financial statements
10
Balance
sheet
10
Profit and loss account
11
Cash-flow summary 11
Notes
12
Other data
20
Spread of net assets
23
List of securities
25
Purchases and sales
28
GENERAL INFORMATION

ROLINCO N.V.[1]
(investment company with a variable capital, having its registered
office in Rotterdam, the Netherlands)
Coolsingel 120
Postbus 973
NL-3000 AZ Rotterdam
Tel. +31- 10 - 224 12 24
Fax +31 - 10 - 411 52 88
Internet: www.robeco.com

Supervisory Board
Paulus C. van den Hoek, chairman
Constant E.M. Beckers (as of 22 April until 1 July 2004)
Gilles Izeboud (as of 22 April 2004)
Johan Kremers
Petrus A.W. Roef (until 22 April 2004)
Anthony Ruys (until 22 April 2004)
Dirk P.M. Verbeek

Management Board
Arnout van Rijn, fundmanager
Marnix C. Vriezen (until October 2004)
Volker Wytzes

International Advisory Board
Martin S. Feldstein
Toyoo Gyohten
Paul J. Keating
Karl O. P�hl
H. Onno C.R. Ruding

Secretary of the Company
David H. Cross
Management Board of Robeco Groep N.V.
(the holding company of the Robeco Group)
George A. M�ller, chairman (as of 1 July 2004)
G�ry A.M.J. Daeninck, chairman (until 1 July 2004)
Stefan T. Bichsel
Leni M.T. Boeren (as of 1 January 2005)
Sander van Eijkern (as of 29 November 2004)
Hans H. van der Koogh (until 8 February 2005)
Constant T.L. Korthout (as of 27 December 2004)
Niek F. Molenaar (as of 27 December 2004)

GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders will be held on 21 April 2005 at
11:45 hours at the Hilton Hotel, Weena 10, Rotterdam, the
Netherlands. Holders of share certificates to bearer wishing to
attend and vote at the meeting should apply for a written statement
from the Euroclear Netherlands-affiliated institution where their
shares are held, which will give admission to the meeting. The
institutions affiliated with Euroclear Netherlands should submit a
copy of this statement to ABN AMRO Bank N.V. stating the number of
shares held for the shareholder concerned prior to the meeting, and
which will be frozen until after the meeting. This statement should
be submitted not later than 14 April 2005.
Holders of K shares should lodge their share certificates not later
than 14 April 2005 with one of the banks mentioned in the convening
notice of 30 March 2005.
Holders of subshares or an account with Robeco Group Accounts System
in Rotterdam, Banque Robeco S.A. in Paris or Robeco Bank Belgium in
Brussels wishing to attend the meeting should inform the management
board in writing not later than 14 April 2005.
This report is also published in Dutch, French and German. Only the
original Dutch edition is binding and will be submitted to the
General Meeting of Shareholders.

PROSPECTUS
The prospectus is available at the offices of the company and via
www.robeco.com.
REPORT OF THE SUPERVISORY BOARD

We herewith present the Rolinco N.V. accounts for the financial year
2004 together with the report of the management board.
The way in which the supervisory board carries out its supervisory
duties is significantly determined by the structure of the Robeco
Group. The management of Rolinco N.V. is carried out by Robeco
Nederland B.V., which employs the personnel who work for Rolinco
N.V., including its management board. Robeco Nederland B.V. is a
wholly-owned subsidiary of Robeco Groep N.V. Discussion of the
management of Rolinco N.V. can therefore take place in the
supervisory board of either the company or that of Robeco Groep N.V.
As a result of the personal links between the members of the two
boards, in practice this presents no difficulties.
The purpose of an investment institution such as Rolinco N.V., as
laid down in its Articles of Association, is limited to the investing
of its assets in securities in such a way that risks are diversified
with the object of allowing its shareholders to participate in the
profits. At its meetings therefore, the supervisory board devotes
extensive attention to the investment policy, the realized results
and the development of the assets invested, on the basis of frequent
and detailed reports. In connection with the above regarding the
structure of the Robeco Group, matters which are also relevant to
Rolinco N.V., such as the risks associated with the investment policy
and the application of instruments to manage these risks, may also be
discussed at the meetings of the supervisory board of Robeco Groep
N.V.
The general policy of the Robeco Group is determined by the executive
board of Robeco Groep N.V. in consultation with its supervisory
board. This means that matters such as product development,
acquisitions and risk management are discussed at the meetings of the
supervisory board of Robeco Groep N.V. An audit and remuneration
committee has been appointed by this board, and intensive discussions
were held with the internal audit department and the external auditor
concerning matters affecting the whole Robeco Group. Two members of
this committee are also supervisory directors of Rolinco N.V. Besides
the subjects mentioned, no special issues were discussed at the
meetings of the supervisory board during the reporting year.
The Committee for Modernising Collective Investments Schemes (known
as the 'Winter Committee') published its report on 22 December 2004.
The consequences of the recommendations in this report for the Robeco
group will be evaluated in the course of 2005. In anticipation of
their recording in regulations, several of these recommendations were
already taken into account in this annual report.
We have taken note of the contents of the auditor's report presented
by Ernst & Young Accountants and recommend approval of the annual
financial statements. We concur with management's proposal to
distribute a dividend of EUR 0.28 per share in cash.
Messrs. P.A.W. Roef and A. Ruys stepped down as members of the
supervisory board at the General Meeting of Shareholders held on 22
April 2004. At the same meeting Messrs. G. Izeboud and C.E.M. Beckers
were appointed as supervisory directors of the company with immediate
effect. Mr. Beckers resigned of his own accord on 1 July 2004 because
of a possible conflict of interests relating to a new position he had
accepted.
It will be proposed at the General Meeting that Mr. Ph. Lambert be
appointed as a supervisory director of the company with immediate
effect to fill the vacancy arising from Mr. Beckers's resignation.
Mr. Lambert works at Unilever as head of corporate pensions and in
that capacity is responsible for the pensions and investments of
Unilever's global pension funds.
Mr. J. Kremers will retire as a supervisory director at the General
Meeting of Shareholders on 21 April 2005, as he has reached the
statutory retirement age. Mr. Kremers has been a member of the
supervisory board since 1997. The board is extremely grateful for his
important contribution to the exercise of its advisory and
supervisory duties throughout this period.
According to schedule, Mr. P.C. van den Hoek will resign at the
General Meeting of Shareholders to be held on 21 April 2005. Mr. Van
den Hoek is available for reelection. It is proposed that he be
reappointed as a supervisory director of the company with immediate
effect.
Mr. M.C. Vriezen resigned of his own accord as member of the
management board of Rolinco N.V. as of 1 October 2004.

Rotterdam, 11 March 2005

The supervisory board
Supervisory Board
Paulus C. van den Hoek, chairman (66)
Dutch nationality. Appointed in 1990 and last reappointed in 2000.
Lawyer and partner at Stibbe, lawyers and notaries, in Amsterdam, the
Netherlands, since 1965. Former Dean of the Dutch National Bar
(1981/84). Supervisory director at ASM International, Ballast Nedam,
B�hrmann, Euronext Amsterdam, Robeco, Robeco Groep N.V. and Rorento.

Gilles Izeboud (62)
Dutch nationality. Appointed in 2004.
Former partner at PricewaterhouseCoopers. Former member of the
Corporate Governance Committee in the Netherlands. Deputy justice of
the Enterprise Section of the Amsterdam Court of Appeal. Supervisory
director of Robeco, Robeco Groep N.V. and Rorento.

Johan Kremers (71)
Dutch nationality. Appointed in 1997 and reappointed in 2001.
Former Queen's Commissioner in the Dutch province of Limburg
(1977/90), vice-chairman of the Management Board of Robeco Groep N.V.
and vice-chairman of Rodamco (1990/97). Supervisory director of
Robeco, Robeco Groep N.V. and Rorento.

Dirk P.M. Verbeek (54)
Dutch nationality. Appointed in 2001 and reappointed in 2003.
Member of the executive board of Aon Group of Chicago, and
chairman/CEO of the executive board of Aon Holdings in Rotterdam.
Supervisory director of Petroplus International, Robeco, Robeco Groep
N.V. and Rorento.

N.B. Only supervisory directorships at listed companies and the
Robeco Group are mentioned.

REPORT OF THE MANAGEMENT BOARD

GENERAL INTRODUCTION
Recovery of the global economy continues in 2004
The global economy again showed considerable growth in 2004 as the
recovery that began in the previous year continued. Companies saw
their earnings rise as a result of ongoing cost-cutting and
increasing turnover. Consumers continued to spend, encouraged partly
by rising house prices and slightly improved employment prospects.
However worries about the sustainability of economic growth also
remained. Rising commodity prices formed a threat and extra demand
from emerging economies, such as China, pushed prices higher. These
price movements were exacerbated by speculators. Political
uncertainty in various oil-producing countries was also a
contributory factor. Another source of concern was the depreciation
of the US dollar and the resulting deterioration in the US trade
balance and the US government's budget deficit.
Despite the higher commodity prices, inflation remained moderate.
This can partly be attributed to structural factors such as the
intensified international competition and the improved productivity
in many sectors. Another contributory factor was the fact that the
capacity surplus accumulated at the end of the 1990s had not been
completely eliminated. It was therefore not easy for companies to
pass on price increases to consumers. Finally there was a lack of
wage-cost inflation. For the time being, the labor reserve in most
countries is still large enough to curb wage demands.
Differences between the regions still existed in 2004. The US economy
performed relatively well. Consumer spending was high. US household
savings have fallen on balance, which was partly caused by the rising
house prices. The euro zone's performance was once again
disappointing. The main reason was that a pick-up in domestic demand
failed to materialize due to consumers' concerns about the
consequences of structural reforms and labor-market conditions. The
emerging economies in Asia are becoming increasingly important.
Partly because of its geographical location, Japan is also benefiting
from this and it seems that the period of deflation there has now
come to an end. However, this has not led the Japanese monetary
authorities to increase official short-term interest rates. The
European central bank also left its official rates unchanged, whereas
the US central bank started reversing the interest-rate cuts of
previous years.

2004 was a moderately positive year
In the reporting period, equity prices showed an ongoing recovery
from the lows of November 2002 in the US and March 2003 in Europe.
The yields in 2004 were again determined by the home base of the
global investor. A US investor with a global portfolio also benefited
from the appreciation of the euro and the Japanese yen, whereas
European investors saw their interests in US dollars fall. The Dow
Jones Index (US) rose by almost 3.1%, the Dow Jones STOXX 50 Index by
4.3%, the FTSE 100 Index (United Kingdom) by 7.5% and the Nikkei
Stock Average 225 Index (Japan) also by 7.5%.
Although equity prices rose there were many concerns about too rapid
growth with the accompanying increase in interest rates, slowdown in
China, the deficit on both the current account and the budget in the
US, the elections, rising raw materials prices and terrorist attacks.
In this respect the old stock-market adage 'the market needs a wall
of worry to climb' proved to be true again again. Corporate-earnings
development was favorable all over the world. There were two reasons
for this: businesses benefited from the effects of the cost-saving
operations of the last years while at the same time. Initially,
earnings were used to redeem debts, but more and more often they were
used to repurchase own shares or to pay (bonus) dividends. In the
last quarter this money was also used for takeovers.

Outlook
The expectations for 2005 are not high. The driving force of global
growth, American consumers, could be slower. Interest rates will not
fall further and employment is growing moderately. After a number of
years of economic recovery and exuberant earnings, earnings growth
will weaken. Consequently, expectations are not high, meaning that
results could be more favorable than expected. We therefore expect a
positive year for the markets, in which the sectors which lagged in
previous years (such as health care and consumer staples) will take
the lead in this year of slowing growth.

INVESTMENT RESULT

Investment results
(in %) Average
over last 5
2004 2003 2002 2001 2000 years

Based on:
- - market price 2.6 7.7 -32.9 -17.1 -7.6 -10.7
- - net asset 3.8 7.2 -32.3 -18.1 -8.9 -10.9
value
Benchmark1) 3.3 8.6 -32.2 -12.0 -7.0 -9.1
Dividend in 0.28 0.28 0.28 0.36 0.31 0.30
euros2)
Total net 1.3 1.4 1.3 2.1 2.7
assets3)

1) MSCI World Index, from 1 November 2002 the Salomon Smith Barney
Growth Primary Market Total Return Index. Currencies have been
converted at rates supplied by World Market Reuters. Figures prior to
2001 are based on the 'fixing rate' of the Dutch central bank.
2) Proposed for 2004.
3) EUR x billion.

During 2004, Rolinco's share price rose from EUR 17.80 to EUR 18.00.
Assuming reinvestment of the dividend of EUR 0.28 per share,
distributed in May 2004, this is an investment result of 2.6%. Based
on net asset value, which rose from EUR 17.71 to EUR 18.12, the
investment result was 3.8%.
The fund's benchmark, the Salomon Smith Barney Growth Primary Market
Total Return Index, rose 3.3% over the same period.
In the reporting period the fund had to struggle for every single
percent it gained and towards the end of the year it also faced a
strong headwind from the United States (weakening dollar). Rolinco's
return of 2.6% was almost equal to that of the interest on a savings
account. This was a disappointing result and was related to the fact
that investors were unwilling to pay for future growth and instead
mainly sought companies with high dividends. Growth stocks were still
unpopular, especially because the global economy was stronger than
expected giving cyclical companies in the industries and materials
sectors more room for earnings growth. Indices of prominent growth
sectors such as health care and technology edged down in a year in
which most stock markets rose 5% to 10%, led by defensive utility and
energy companies.

INVESTMENT POLICY
Rolinco increased its allocation to Japan from 8.6% to 15% during the
reporting year. It also raised its position in (particularly Asian)
emerging markets from 4.4% to 6.1%. The position in the United States
was reduced from 50% to 40%. An awareness that the world's growth
engine is shifting from the west to the east was largely responsible
for this. It is also the case that after a 12-year depression the
Japanese economy is at the beginning of a new growth phase, while the
United States is increasingly running out of ways to support growth.
On top of this, Japanese stocks are generally cheaper and, as such,
are a better investment than the broad US market. However those who
dig deeper, like Rolinco does, can also find a sufficient number of
fast-growing companies in this largest market in the world.
Pharmaceutical stocks experienced a 'annus horribilis'. Few new drugs
received approval, while existing branded drugs had to contend with
increased price pressure from cheap competitors. Merck even decided
to withdraw one of its largest painkillers because of safety risks.
Rolinco has substantial pharmaceutical holdings, of which the Swiss
company Roche is the largest. The drugs of this company are mainly
used in hospitals for cancer treatment. We also think that the prices
of companies with a more consumer-based product range, such as Pfizer
and Merck, will rise as soon as the management realizes that
marketing budgets need to be reduced. Outside the health-care sector
stocks performed better. The fund increased its holdings in
biotechnology by adding Elan and Neurocrine, companies which launched
truly innovative new drugs. The merger of Anthem and Wellpoint
actually brought this health insurer into Rolinco's top 10 large
caps. This consolidation in the market was favorable for profits and
costs remained under control.
In 2004, as in previous years, the prices of technology stocks were
driven more by sentiment than by thorough valuation analysis. For
instance, stocks of semiconductor companies were generally being
recommended at the beginning of the year backed by the argument that
increasing inventories would not lead to margin pressure until
somewhere in 2005, and that prior to that there were only
expectations for good news. However, people ignored the fact that
these stocks were already trading far above their fundamental values.
It thus became a case of who would sound the alarm first and in the
spring when inventories increased for the first time, investors
jostled each other to sell these stocks. Towards the end of the year,
optimists were already preparing for the next upward cycle in this
very competitive market and prices started rising again. From
Rolinco's point of view this former growth sector is losing its
appeal more and more, particularly as pricing is increasingly
becoming the determining factor in remaining competitive. The first
Chinese listing of a semiconductor producer also means the days of
high profit margins have come to an end.
For the Internet stocks which survived the bloodbath of 2000-2002,
2004 was a very good year. Rolinco benefited exclusively from its
participation in search engine Google's new issue. Because of the
unusual way in which this company was launched, many investors were
sidelined, enabling others to purchase the stocks at a low price.
After the share price had doubled, in our opinion the game was almost
over and the stock had become too expensive. We avoided stocks such
as Ebay and Yahoo! because their excessively high growth was more
than discounted in the market.
The position in computer company Dell was sold as the expiry of a US
tax break on computer purchases would likely curtail growth and make
the stock too expensive.
In the financials sector, we maintained our holding in Fannie Mae, a
US mortgage provider. Even though the housing market looked healthy,
this company was in the doghouse and its management and the industry
regulator repeatedly clashed over the valuation of various
derivatives on Fannie Mae's balance sheet, slowing the company's pace
of growth. Eventually a sizeable write-off of several billion dollars
took place and two of Fannie Mae's top executives stepped down. The
company's stock price fell due to this unrest. On the other hand, the
fund did benefit from the nascent recovery of the Japanese office
market through its holding in Mitsui Fudosan. The position in the
financials sector was reduced from 19% to 17% mainly through the sale
of holdings in the non-life insurance segment, a very cyclical
industry with a poor growth outlook (AIG, St. Paul Travelers).
The weight of oil companies was increased in the course of the year.
This was not just because of the strong price increases of
exploration companies such as Canadian Natural Resources and Apache,
but also due to our increased position in integrated oil companies
which we felt were discounting long-term oil prices at too low levels
(under USD 30 per barrel). We preferred the French company Total
because it had the most visible production growth outlook. At the end
of the year almost 10% of Rolinco's portfolio was invested in the
energy sector.
In the telephony sector the fund sold its holding in Vodafone. We
think that the 3G technology to which the company is committed will
soon be overtaken by much cheaper wireless data traffic via fixed
connections.
The consumer goods sector generated fine returns thanks to healthy
growth stocks with sound valuations, which managed to escape the
current price battle among food producers. Beverage producer
Constellation Brands was one of these companies but Reckitt
Benckiser, with its focused strategy, also realized good results and
Tesco gained market share in the British supermarket segment.
Finally, Rolinco had an overweight position in industrial companies
for most of the year. These companies benefited from the investment
recovery in the United States and Japan. The best return in this
sector came from a holding in the Japanese building company,
Obayashi. After years of lower volumes the private sector finally
started contracting out building projects again. This is also a good
example of a Japanese company which is considered to be capable of
significantly improving its return on equity.
On the currency side, there was little action: in principle, open
currency positions were held combined with limited hedge
transactions. For most of the year Rolinco was slightly underweight
in US dollars, which still meant a holding of more than 40%.

Top 10 large caps
Country Interest in % Performance in %
31/12/2004 01/01-31/12/2004
In euros In local
currency

1. Microsoft US 2.5 1.1 8.9
2. Roche Switzerland 2.2 7.3 6.3
3. Total France 2.2 16.5 16.5
4. Shell
Transport &
Trading UK 2.0 11.3 11.8
5. Fannie Mae US 1.8 -9.4 -2.3
6. Pfizer US 1.7 -27.9 -22.3
7. Wellpoint US 1.5 42.3 53.3
8. Amgen US 1.5 -3.7 3.8
9. Cisco Systems US 1.5 -26.0 -20.3
10. Time Warner US 1.5 0.3 8.1

OUTLOOK
In 2005, we expect a higher return for shareholders than in 2004.
Interest rates will remain low, while profit margins are high and the
global economy decelerates.
Rolinco invests in stocks with above-average earnings growth. At the
end of the 1990s such stocks commanded a considerable premium, but
this has now completely disappeared. Rapid earnings growth without a
substantial premium means that growth shares are now truly
inexpensive and we can expect them to undergo a revaluation,
particularly in a slowing economy when earnings growth becomes
scarce. The shortsightedness that is currently dominating the market
will sooner or later be replaced by a longer-term investment horizon
for which the portfolio is well positioned.
The greatest risk is the confidence crisis in the US dollar. Although
nobody benefits from a crisis, we are concerned about the US
government's nonchalance in this matter.
As soon as the US government shows that it will handle the debt
problem, confidence in the dollar can be reestablished and European
stock markets will heave a sigh of relief. A strong dollar will also
boost Rolinco's return.
We therefore expect Rolinco's return in 2005 to easily surpass the
interest on a savings account.

VOTING POLICY FOR STOCKS IN THE INVESTMENT PORTFOLIO
In 2004 Rolinco N.V. voted at the majority of the general meetings of
shareholders of the companies in which it invests. More information
about the voting policy and exercising voting rights can be found on
www.robeco.com.

THE FUND ROLINCO
Rolinco, established in 1965, is a global equity fund aimed at
generating capital growth for its shareholders. The fund invests in
growth stocks which are expected to show above-average or
accelerating earnings growth in the coming years. This growth can be
realized either by high turnover growth or by rapid margin growth and
is only dependent on the macroeconomic climate to a limited degree.
Rolinco's portfolio contains a relatively small number of interests
and as such has a high risk profile.

Rotterdam, 11 March 2005

The management board
FINANCIAL STATEMENTS

BALANCE SHEET before profit appropriation, EUR x million

31/12/2004 31/12/2003
Investment portfolio
Financi�le beleggingen
Stocks 1 1,328 1,381
Derivatives 2, 10 -1 1
________ ________
Total investments 1,327 1,382

Accounts receivable
Receivable on securities transactions - 7
Sundry debtors 3 3 4
________ ________
3 11
Other assets
Cash 4 2 -

Accounts payable
Payable to credit institutions 1 1
Affiliated companies 2 1
Sundry creditors 5 1 1
________ ________
4 3
________ ________
Accounts receivable and other assets less 1 8
current liabilities

Long-term debt
6�% convertible bond loan 6 10 10
________ ________
Shareholders' equity 1,318 1,380

Composition of shareholders' equity 7
Issued capital 73 78
Other reserves 1,188 1,206
Net result 54 93
________ ________
Assets attributable to holders of ordinary 1,315 1,377
shares

6�% cumulative preference shares 3 3
________ ________
1,318 1,380

PROFIT AND LOSS ACCOUNT, EUR x million

2004 2003

Investment income 22 21
Movements in value 1, 2 45 84
________ ________
67 105
Costs
Management costs 12 12 11
Service fee 12 - -
Other costs 13 - -
Interest payable 6 1 1
________ ________
13 12
________ ________
Net result 54 93

CASH-FLOW SUMMARY, indirect method, EUR x million

2004 2003
Cash flow from investment activities
Net result 54 93
Realized and unrealized results -45 -84
Purchase of investments -439 -686
Sale of investments 539 725
Increase (-)/decrease (+) accounts receivable 8 -3
Increase (+)/decrease (-) accounts payable 1 -10
________ ________
118 35

Cash flow from financing activities
Received for shares subscribed 133 71
Paid for repurchase of own shares -227 -101
Dividend payments -22 -22
Increase (-)/decrease (+) accounts receivable - 15
Increase (+)/decrease (-) accounts payable - 1
________ ________
-116 -36

________ ________

Net cash flow 2 -1
________ ________

Increase (+)/decrease (-) cash 2 -1

Accounts payable to credit institutions at opening -1 -1
date
Cash at opening date - 1
________ ________
Total cash at opening date -1 0

Accounts payable to credit institutions at closing -1 -1
date
Cash at closing date 2 -
________ ________
Total cash at closing date 1 -1

NOTES

General
Rolinco N.V. is a Dutch investment company with a variable capital
within the meaning of Article 28 of the 1969 Dutch Corporate Income
Tax Act. This means that no corporate income tax is due, providing
that the fund makes its profit available for distribution to
shareholders in the form of dividend within eight months of the close
of the financial year and satisfies any other relevant regulations.
Rolinco N.V. holds a license from the AFM (the Dutch Authority for
the Financial Markets) under the Dutch Investment Institutions
Supervision Act ('Wtb', Wet toezicht beleggingsinstellingen).

System change
As a result of changes to the Guidelines for Annual Reporting, with
effect from the 2004 financial year changes in the value of
investments, both realized and unrealized, are reported in the Profit
and loss account, and the Reserve for capital gains and losses is
reported under Other reserves. Furthermore, the market value of
derivatives, which was formerly reported under Sundry debtors or
Sundry creditors is now reported under Financial investments. In the
Profit and loss account under Other costs a number of costs are
reported including costs that were previously charged directly to net
assets. The change has no effect on the assets as at 31 December 2003
and 31 December 2004. The effect on the result over 2003 amounts to
EUR 84 million, and over 2004 EUR 45 million. Comparative figures
over 2003 in this report have been adjusted accordingly where
necessary.

Models
The annual financial statements have been drawn up in conformity with
the models provided by Dutch legislature. In certain areas
descriptions have been used which better express the nature of the
items and relate better to the characteristics of an investment
company.

Open-end fund
Rolinco N.V. is an open-end investment company, meaning that, barring
exceptional circumstances, Rolinco N.V. issues and repurchases its
shares on a daily basis via the intermediary at prices approximating
net asset value. Robeco Investment Consulting B.V. functions as the
intermediary between Rolinco N.V. and investors for the issuance and
repurchase of shares, as a result of which Rolinco N.V. issues and
repurchases its shares at net asset value. The abovementioned margin
between the net asset value and the bid and offer prices, and the
associated costs, are for the account and risk of the intermediary.
The intermediary will distribute any positive results, calculated on
a cumulative basis, to the funds on a quarterly basis. Distribution
will be in proportion to each fund's positive contribution to the
intermediary's result. A buffer is maintained to cover any future
losses.

Outsourcing core tasks
The administration has been outsourced to Robeco Nederland B.V., a
100% subsidiary of Robeco Groep N.V. These costs are covered by the
service fee. Agreements have been made with the aforementioned party
relating to the provision of information and performance standards.

accounting principles

General
Unless stated otherwise, items shown in the annual financial
statements are included at nominal value and expressed in millions of
euros.

Financial investments
Unless stated otherwise, financial investments are included at fair
value. The fair value of stocks is determined on the basis of market
prices and other market quotations at closing date. For derivatives
such as forward exchange transactions, this value is based on
currency rates and reference interest rates at closing date.
Transaction costs incurred in the purchase and sale of investments
are included in the purchase or sale price as appropriate.

Affiliated parties
Rolinco N.V. is affiliated to the entities belonging to Robeco Groep
N.V. The affiliation with Robeco Groep N.V. is the result of the
possibility of having decisive control or a substantial influence on
the fund's business policy. Robeco Groep N.V. belongs to the Rabobank
Group. The management structure of Robeco Groep N.V., in which
significant authority is allocated to its independent supervisory
board, is such that Rabobank does not have a meaningful say in or
influence on the fund's business policy. Robeco Groep N.V. pursues an
independent investment policy on behalf of its affiliated investment
companies, taking into account the interests of the investors
involved. Besides services of other market parties, Rolinco N.V. also
uses the services of one or more of these affiliated entities
including transactions relating to securities, treasury, derivatives,
custody, securities lending, and sale and purchase of its own shares,
as well as management activities. Transactions are executed at market
rates.

Hard commissions and soft-dollar arrangements
Various independent research institutions/third parties provide
services to the company to support its decision-making process. Part
of the commissions paid to brokers is used to pay for these services
( so-called soft-dollar arrangements). The size of these items is not
significant. There were no hard commissions during the reporting
period.

determination of the result

General
Investment results are determined by income received, rises or
declines in stock prices, rises or declines in foreign exchange rates
and results of (forward) transactions in currencies and derivative
instruments. The results are accounted for in the Profit and loss
account.

Investment income
Net cash dividends declared during the year under review, the nominal
value of stock dividends declared, interest received and proceeds
from loan transactions. Accrued interest at balance-sheet date is
taken into account.

Movements in value
Realized and unrealized capital gains and losses on securities and
currencies.

Foreign currencies
Transactions in currencies other than the euro are converted into
euros at the exchange rates valid at the time. Assets and liabilities
expressed in other currencies are converted into euros at the
exchange rate prevailing at balance-sheet date. Any exchange
differences arising are accounted for in the Profit and loss account.

FINANCIAL INSTRUMENTS

Risk
Transactions in financial instruments may lead to the fund being
subject to the risks described below or to the fund transferring
these risks to another party.
Price risks
Currency risk is the risk that the value of a financial instrument
will fluctuate as a result of changes in exchange rates.
Interest-rate risk is the risk that the value of a financial
instrument will fluctuate as a result of changes in market rates.
Market risk is the risk that the value of a financial instrument will
fluctuate as a result of changes in market prices, caused by factors
that exclusively apply to the individual instrument or its issuer or
caused by factors that affect all instruments traded in the market.
The fund minimizes the risks by investing mainly in large and
well-known companies and by making a balanced selection with regard
to distribution across regions, sectors, individual stocks and
currencies.
Credit risk
Credit risk is the risk that the counterparty of a financial
instrument will no longer meet its obligations, as a result of which
the fund will suffer a financial loss. The fund minimizes this risk
by trading exclusively with well-known counterparties. Wherever it is
customary in the market, the fund will demand and obtain collateral.
Liquidity risk
Liquidity risk is the risk that the fund is not able to obtain the
financial means required to meet the obligations arising from
financial instruments. The fund minimizes this risk by mainly
investing in financial instruments that are tradable on a daily
basis.

Insight into actual risks
The report of the management board, the balance sheet, the notes to
the balance sheet and the spread of net assets, which includes the
geographic distribution of the investments, the net currency position
and distribution over sectors, give an insight into the actual risks
at balance-sheet date.

Risk management
Managing risk is a part of the investment process as a whole and with
the help of advanced systems, the risks outlined above are limited,
measured and monitored on the basis of fixed risk measures.

Policy regarding the use of derivative instruments
Investing implies that positions are taken. As it is possible to use
various (derivative) instruments to construct an identical position,
the selection of derivatives is subordinate to the positioning of a
portfolio. In our published information, attention is given primarily
to the overall position, and secondarily to the nature and volume of
the financial instruments employed.

Derivative instruments
The market value of derivatives is reported in the Balance sheet
under Financial investments. Liabilities and receivables and the
values of derivatives' underlying instruments are not included in the
Balance sheet. They are, however, explained under the heading
Commitments not shown in the balance sheet.

NOTES TO THE BALANCE SHEET
1 Stocks

+-----------------------------------------------------------------+
| Movements in the stock portfolio | | |
|-------------------------------------------+----------+----------|
| EUR x million | 2004 | 2003 |
|-------------------------------------------+----------+----------|
| | | |
|-------------------------------------------+----------+----------|
| Book value (market value) at opening date | 1,381 | 1,336 |
|-------------------------------------------+----------+----------|
| Purchases | 439 | 686 |
|-------------------------------------------+----------+----------|
| Sales | -538 | -710 |
|-------------------------------------------+----------+----------|
| Realized and unrealized results: | | |
|-------------------------------------------+----------+----------|
| stocks | 86 | 233 |
|-------------------------------------------+----------+----------|
| currencies | -40 | -164 |
|-------------------------------------------+----------+----------|
| | ________ | ________ |
|-------------------------------------------+----------+----------|
| Book value (market value) at closing date | 1,328 | 1,381 |
+-----------------------------------------------------------------+

The spread of the portfolio and an analysis of purchases and sales
exceeding an amount of EUR 6 million is found at the end of this
report. At balance-sheet date, shares to the amount of EUR 0.3
billion (EUR 0.4 billion at the end of last year) had been lent. To
cover the risk of non-restitution, adequate collateral was demanded
and obtained; this collateral is not included in the Balance sheet.
Part of this collateral as at end 2004 consisted of cash (EUR 65
million, compared to EUR 63 million last year). This cash sum was
invested according to strict guidelines, with the intent of
generating additional returns while the extra risk is kept to a
negligible level.

Investments in Robeco Group mutual funds
Part of the portfolio is invested in funds offered by the Robeco
Group. A list of these investments is given below.

+------------------------------------------------------------------------------+
| |Investments in Robeco Group mutual funds | |
|-+----------------------------------------------------------------------------|
| | | | | | | | | | | | |
|-+--------------+-------------------------------------------------------------|
| | |Market value|Interest in| Net asset| Return| Total| |
| | | in EUR x| fund|value1 EUR x 1| in %| expense| |
| | | million| in %| | | ratio| |
| | | | | | | in %| |
|-+--------------+------------+-----------+--------------+---------+---------+-|
| | |31/12| 31/12|31/12|31/12| 31/12| 31/12| | | | | |
| | | 2004| 2003| 2004| 2003| 2004| 2003|2004|2003|2004|2003| |
|-+--------------+-----+------+-----+-----+-------+------+----+----+----+----+-|
| | | | | | | | | | | | | |
|-+--------------+-----+------+-----+-----+-------+------+----+----+----+----+-|
| |Robeco | 81| 61| 5.4| 5.9| 47,996|41,472|18.1|33.3|0.86|0.90| |
| |Institutioneel| | | | | | | | | | | |
| |Emerging | | | | | | | | | | | |
| |Markets Fonds | | | | | | | | | | | |
|-+--------------+-----+------+-----+-----+-------+------+----+----+----+----+-|
| |Robeco | 35| 42| 37.5| 45.5|117,988|96,888|24.3|31.4|0.83|0.84| |
| |Institutioneel| | | | | | | | | | | |
| |Europees Small| | | | | | | | | | | |
| |& Midcap Fonds| | | | | | | | | | | |
|-+--------------------+------+-----+-----+-------+------+----+----+----+----+-|
| | | ______|______| | | | | | | | | |
|-+--------------------+------+-----+-----+-------+------+----+----+----+----+-|
| | |116| 103| | | | | | | | | |
|------------------------------------------------------------------------------|
|1 Per participating unit. | |
+------------------------------------------------------------------------------+

The annual reports of the abovementioned Robeco Group funds as of 31
December 2004 are available at the company's offices on request. The
funds are not regulated.
Rolinco N.V. can enter and exit the abovementioned Robeco Group
mutual funds daily at net asset value. These funds do not charge for
entry and they charge 0.50 %for exit, as included in the Terms and
Conditions of Management and Custody of the said funds.

2 Derivatives

Survey of movements in derivatives
EUR x million Forward exchange transactions
_________________

2004 2003
Book value (market value) at 1 1
opening date
Expirations -1 -15
Realized and unrealized results -1 15

Book value (market value) at -1 1
closing date

3 Sundry debtors
Receivable in respect of dividend tax recoverable and suspense items.

4 Cash
Includes balances in current accounts at banks and call money.

5 Sundry creditors
Current liabilities such as unpaid expenses and suspense items.

6 6� highly convertible bond loan
The bonds may be converted into 6�% cumulative preferred shares at a
ratio of 1 : 1 at any time. No bonds were converted in the 2004
financial year (previous year NLG 1,000). Bonds not converted in the
year 2007 will then be redeemed. The loan is valued at nominal value.
7 Shareholders' equity

Composition and development of shareholders' equity
EUR x million
2004 2003
Issued capital
Situation at opening date 78 80
Received on shares issued 7 4
Paid for shares repurchased -12 -6
_______ _______
Situation at closing date 73 78

6�% cum.pref. shares 3 3

Other reserves
Situation at opening date 1,206 144
Addition to reserve for capital gains and - 1,749
losses
_______ _______
Starting situation after system change 1,206 1,893
Received on shares issued 126 67
Paid for shares repurchased -215 -95
Profit from previous financial year 93 -637
Dividend payments -22 -22
_______ _______
Situation at closing date 1,188 1,206

Net result 54 93
_______ _______
Shareholders' equity 1,318 1,380

The company's authorized share capital amounts to EUR 400 million,
divided into 380,000,000 ordinary shares with a nominal value of EUR
1 each and 500,000 cumulative preference shares with a nominal value
of EUR 40 each. EUR 3 million of the cumulative preference shares has
been placed.

8. Assets, shares outstanding and value per share

Assets, shares outstanding and value per share
31/12/2004 31/12/2003 31/12/2002

Assets (EUR x million) 1,318 1,380 1,339
Shares issued in financial year 7,291,123 4,222,534 5,203,880
Shares repurchased in financial -12,446,962 -5,988,271 -7,734,902
year
Number of shares outstanding 72,589,785 77,745,624 79,511,361

Net asset value per share in EUR 18.12 17.71 16.80

9 Commitments not shown in the balance sheet
The forward exchange transactions current at closing date represent
purchases of AUD 36 million, CAD 32 million and USD 93 million,
against sales of CHF 32 million, GBP 5 million, EUR 36 million and
JPY 6,386 million. These transactions have been included in the
Spread of net assets at the end of this report. Unrealized results of
these transactions at closing date are included in the Profit and
loss account.

NOTES TO THE PROFIT AND LOSS ACCOUNT

10 Performance

+-------------------------------------------------------------------+
| Performance | | | | | |
| per share*) | | | | | |
|---------------+----------+----------+---------+---------+---------|
| EUR x 1 | 2004 | 2003 | 2002 | 2001 | 2000 |
|---------------+----------+----------+---------+---------+---------|
| | | | | | |
|---------------+----------+----------+---------+---------+---------|
| Investment | 0.29 | 0.26 | 0.27 | 0.55 | 1.70 |
| income | | | | | |
|---------------+----------+----------+---------+---------+---------|
| Movement in | 0.60 | 1.08 | -8.00 | -8.94 | -12.20 |
| value | | | | | |
|---------------+----------+----------+---------+---------+---------|
| Management | -0.17 | -0.15 | -0.17 | -0.25 | -0.71 |
| costs, | | | | | |
| service fee | | | | | |
| and other | | | | | |
| costs | | | | | |
|---------------+----------+----------+---------+---------+---------|
| Interest | -0.01 | -0.01 | -0.01 | -0.01 | -0.03 |
| payable | | | | | |
|---------------+----------+----------+---------+---------+---------|
| | _______ | _______ | _______ | _______ | _______ |
|---------------+----------+----------+---------+---------+---------|
| Net result | 0.71 | 1.18 | -7.91 | -8.65 | -11.24 |
|-------------------------------------------------------------------|
| *) Based on the average amount of shares outstanding during the |
| reporting year. The average amount of shares outstanding is |
| calculated on a daily basis for the years 2004 and 2003 and on a |
| monthly basis for the preceding years. |
| |
+-------------------------------------------------------------------+

COSTS

11 Total expense ratio

Total expense ratio
2004 2003
in % in %
Cost item
Management costs 0.88 0.84
Service fee 0.03 -
Other costs 0.02 0.03
Interest convertible bond loan 0.05 0.05
Costs relating to investments in Robeco Group mutual 0.07 0.06
funds
_______ _______
Total 1.05 0.98

The total expense ratio expresses the costs charged to the fund
during the reporting period as a percentage of the average assets
entrusted during the reporting period. In addition to the costs
charged directly to the fund assets, the total expense ratio includes
the costs indirectly charged to the fund assets via the underlying
funds. The total expense ratio as shown does not include transaction
costs. The total expense ratio was 1.05% during the reporting period.
With the exception of costs relating to investments and taxes, the
management costs relate to all the fund's costs and all costs
resulting from the management of the fund. The service fee covers the
administration, the costs of the external auditor, other external
advisers, regulators, costs relating to reports required by law, such
as the annual and semiannual reports, and the costs relating to the
meetings of shareholders. Other costs mainly relate to the custody
fee charged by third parties and bank charges. The costs relating to
investments concern the on-charge of costs relating to investments in
Robeco Group mutual funds, as stated in the table on page xx.

12 Management costs and service fee
It is the Robeco Group's policy to present the costs of its funds as
transparently as possible, furthermore Robeco aims at a cost level
more or less equal to the average of the European market, combined
with high-level service and advice. With effect from 1 October 2004,
the management fee on the average assets entrusted has been raised
from 0.84% to 1.00% a year, to bring it more in line with the market.
Furthermore, a service fee has been introduced, as of the same date,
to cover formal and operational costs such as the production of
annual reports and the fund's administration. It is market practice
to directly charge these costs to the fund. The Robeco Group has
chosen to charge a fixed annual fee to cover these expenses to make
the actual costs transparent to its clients. The service fee for
Rolinco N.V. will be 0.12% per year. For assets exceeding EUR 1
billion the service fee is 0.10%; for assets exceeding EUR 5 billion
the service fee is 0.08%. The fees are calculated on a daily basis,
based on the average assets entrusted. Before 1 October 2004 the
average assets entrusted was calculated on an annual basis, based on
13 observations.

13 Other costs
This includes bank charges and custody costs.

14 Performance fee
Rolinco N.V. does not charge a performance fee.

15 Transaction costs
Brokerage costs and exchange fees relating to investment transactions
are discounted in the cost price or the sales value of the
investments. These costs and fees are charged to the result.

16 Turnover ratio
This is the turnover ratio of the investments against the average
assets entrusted and this is a measure of the incurred transaction
costs resulting from the portfolio policy pursued and the ensuing
investment transactions. In the calculation method that is used the
amount of turnover is determined by the sum of the purchases and
sales of investments less the sum of issuance and repurchase of own
shares. If the outcome is negative, the turnover ratio is 0. The
turnover ratio is determined by expressing the amount of turnover as
a percentage of the average assets entrusted. For 2004 the turnover
ratio is 45% (versus 90% in the previous year). The decrease is
caused by the fact that management in 2004 was focused on reducing
the number of interests in portfolio. This more heavily concentrated
portfolio has a stronger focus and a longer investment horizon (three
to five years). A turnover ratio of 50% per year fits in well with
such a portfolio.

17 Transactions with affiliated parties
Part of the transaction volume over the reporting period relates to
transactions with affiliated parties. The table below shows the
various types of transactions where this was the case.

+---------------------------------------------------------------+
| Transactions with affiliated parties |
| |
|---------------------------------------------------------------|
| | Part of the total volume in % |
|-------------------------------+-------------------------------|
| | 2004 | 2003 |
|-------------------------------+----------------+--------------|
| Transaction type | | |
|-------------------------------+----------------+--------------|
| Equities | 4.2 | 6.0 |
|-------------------------------+----------------+--------------|
| Forward exchange transactions | 0.6 | 6.3 |
|-------------------------------+----------------+--------------|
| Call money | 100.0 | - |
|-------------------------------+----------------+--------------|
| Deposits | 53.5 | 76.9 |
+---------------------------------------------------------------+

18 Securities lending
Robeco Securities Lending B.V. is the intermediary for all Rolinco
N.V.'s securities-lending transactions. As compensation for its
services Robeco Securities Lending B.V. receives a fee of 40% of the
gross income resulting from these securities-lending transactions.

19 Personnel costs
Rolinco N.V. does not employ personnel. Robeco Nederland B.V. is the
employer of Rolinco N.V.'s management board and personnel in the
Netherlands. Their remuneration is paid from the management fees
received.
Robeco Nederland B.V.'s remuneration policy for fund managers
consists of both a fixed and a variable income. The secondary
conditions of employment are in line with what is common practice in
the financial-services industry.
The fixed income offers a good and competitive remuneration basis
within the Dutch asset-management market. A fund manager is assigned
to a salary scale with a minimum and maximum income based on the
level of responsibility of his function (HAY method for function
valuation). Growth within this scale is linked to (performance)
results and competencies.
The variable income offers the fund manager remuneration for his
individual, long-term outperformance. The system is related to the
outperformance relative to a preset target.
The track record over both a 1-year and 3-year period is taken into
account when determining the variable remuneration. The variable
remuneration to which the fund manager is entitled for any single
year is paid out over a 3-year period (60% in the first year, 30% in
the second and 10% in the last year).

20 Supervisory directors' fee
An amount of EUR 20.760 (previous year EUR 22.462) has been allocated
from the profit appropriation for this purpose.

Rotterdam, 11 March 2005

The supervisory board
P.C. van den Hoek, chairman
G. Izeboud
J. Kremers
D.P.M. Verbeek

The management board
A. van Rijn
V. Wytzes
OTHER DATA
Stock-exchange listing
The ordinary shares of Rolinco N.V. are listed on the Official Market
of Euronext Amsterdam Stock Market N.V. In addition, Rolinco N.V. has
a stock-exchange quotation for its ordinary shares in Paris,
Brussels, London, Luxembourg, Berlin, Dusseldorf, Frankfurt, Hamburg,
Munich, Vienna and Zurich.
The cumulative preference shares are listed on the exchanges of
Amsterdam and Luxembourg.

Articles of Association rules regarding profit appropriation
According to sections 39 and 40 of the Articles of Association, a
distribution from the profit to the cumulative preferred shareholders
will be effected first. Thereafter, the profit less allocations to
the reserves deemed desirable by the management board in agreement
with the supervisory board will be at the disposal of the General
Meeting of Shareholders.

Proposed profit appropriation
We propose to declare a dividend of EUR 0.28 per share for the 2004
financial year (previous year EUR 0.28). If this proposal is
accepted, the dividend will be available on Friday 6 May 2005. With
effect from Monday 25 April 2005, Rolinco shares will be listed
ex-dividend coupon no. 45 on the stock exchange.
Shareholders will be offered the opportunity to reinvest the dividend
(less dividend tax) in Rolinco shares at the expense of the company.
The applied price is the opening price of the shares on the stock
market of Euronext Amsterdam N.V. on Friday 6 May 2005.
Any collection commissions charged by banks in line with the relevant
regulations in their respective countries will be borne by the
shareholder. In some countries, reinvestment will not be possible for
technical reasons.

Interest of directors in investment funds of Rolinco N.V.
Interests of directors in investments of Rolinco N.V.

Description
Joint interest in numbers *
Shares and convertible bonds Options Other
and financial
warrants interests
and
controlling
rights
Managing Supervisory Joint
directors directors interests

ING 2,535 - -
- - 2,535
Reed Elsevier 4,900 - -
- - 4,900
Vodafone 21,400 - -
- - 21,400

*Statement pursuant to article 21, paragraph 2, section a, of the Dutch Investment Institutions Supervision
Decree ('Btb', Besluit toezicht beleggingsinstellingen).
Pursuant to section a and c of the circular 'Publication of interests of the management and supervisory
boards' dated 15 October 1993, exemption has been granted in respect of:
a) the prescribed publication of interests held by the members of the management and supervisory boards, held
by way of discretionary agreement.
c) the prescribed publication of movements during the year in securities, as defined in article 1 of the Dutch
Investment Institutions Supervision Act ('Wtb', Wet toezicht beleggingsinstellingen) held by members of the
management and supervisory boards.

Joint interests of directors in Rolinco N.V.
At 31 December 2004, supervisory and managing directors held a joint interest of 0 and 2,810 Rolinco N.V.
shares respectively. At end 2004, no options had been granted to supervisory directors; managing directors
held options to acquire 17.404 Rolinco N.V. shares. Under the option scheme, Robeco Groep N.V. grants the
right at its own expense to purchase Rolinco N.V. shares for five years, the value of the shares being at
least the opening price on the first trading day following the day of granting.
Aon Risk Services International, of which Dirk P.M. Verbeek is a director, acted as an intermediary in various
insurance policies concluded at Rabobank Group level, including a Bankers, General Liability and D&O liability
policy. Furthermore Aon Risk Services International insures several of Robeco's art objects. Apart from the
above, there were no other business relations between supervisory directors and the company than that of
member of the supervisory board during the period under review.

Interests of the fund manager
The fund manager should act in accordance with Dutch legislation and,
insofar as relevant, legislation in other countries. As an employee
of Robeco Nederland B.V. he is bound by Robeco's internal regulations
and procedures, including the Rules and regulations regarding private
investment transactions, which are based on the Dutch Securities
Transactions Supervision Act. These Rules should guarantee that the
(semblance of) insider trading and mixing of business and private
interests is avoided at all times. According to these Rules a fund
manager should be considered as an insider.
As at 31 December 2004 the fund manager had an interest of 2,810
Rolinco N.V. shares. At the same date, he held no interests in
Rolinco N.V. investments.

Interests of major investors
Statement in conformity with Article 21, paragraph 2, sections b and
c, of the Dutch Investment Institutions Supervision Decree ('Btb',
Besluit toezicht beleggingsinstellingen).
The company knows of only one party to be considered a major investor
within the meaning of the Btb, namely Stichting Aandelen-Rekeningen
Robeco-Groep. During the period under review, no transactions as
referred to in article 21, paragraph 2, section c, of the Btb took
place.

Statement for the London Stock Exchange
The members of the supervisory board and the management board of
Rolinco N.V. hereby declare that their beneficial interests and those
of their children below the age of 18 years do not in the aggregate
exceed 5% of the company, in respect of either share capital or
voting control.

Rotterdam, 11 March 2005

Statement concerning the 6�% bond loan originally amounting to NLG
22,670,000 issued by Rolinco N.V., convertible into 6�% cumulative
preference shares
In pursuance of article 17 of the trust executed before Ma�tre H.
Lambert, Notary Public at Rotterdam, on 6 June 1967, we declare:
that from the date of the original contract for the bond loan up to
31 December 2004, 5 bonds of NLG 50,000 nominal value, 1,087 bonds of
NLG 1,000 nominal value and 2,860 bonds of NLG 100 nominal value were
converted; that all these bonds were cancelled by us; that at 31
December 2004, the total bonds outstanding amounted to NLG
21,047,000; that we have found no circumstances requiring comments or
action.

Amsterdam, 5 January 2005
B.V. Algemeen Administratie- en Trustkantoor
L.J.J.M. Lutz

Auditors' report

Introduction
We have audited the 2004 financial statements of Rolinco N.V.,
Rotterdam. These annual financial statements are the responsibility
of the company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.

Scope
We conducted our audit in accordance with auditing standards
generally accepted in the Netherlands. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

Opinion
In our opinion, the financial statements give a true and fair view of
the financial position of the company as at 31 December 2004 and of
the result for the year then ended in accordance with accounting
principles generally accepted in the Netherlands and comply with the
financial reporting requirements included in Part 9 Book 2 of the
Netherlands Civil Code and in the Investment Institutions Supervision
Act.

Amsterdam, 11 March 2005
Ernst & Young Accountants
SPREAD OF NET ASSETS

Across countries Across currencies
Stocks1

31/12/2004 31/12 31/12 31/12 31/12
2004 2003 2004 2003
EUR x
EUR x million in % in % in % in %

By country
North America (42.17%)
United States 529 40.09 49.76 46.68 47.84
Canada 27 2.08 0.91 3.56 2.37
Europe (34.15%)
United Kingdom 112 8.50 10.69 7.98 10.20
Switzerland 90 6.85 5.40 5.32 3.96
France 68 5.17 5.73 - -
Germany 44 3.37 1.06 - -
European Midcaps 35 2.65 3.02 - -
Netherlands 35 2.63 1.91 - -
Norway 14 1.06 - 1.06 -
Spain 13 0.97 1.96 - -
Italy 9 0.71 1.25 - -
Ireland 7 0.56 0.58 - -
Sweden 7 0.54 0.48 0.54 0.48
Greece 6 0.47 - - -
Finland 5 0.40 1.39 - -
Austria 4 0.27 - - -
Europe - - - 19.39 20.88
Asia (18.28%)
Japan 203 15.37 8.65 11.88 9.91
Singapore 16 1.18 0.94 1.18 0.94
South Korea 12 0.88 0.41 - 0.41
Hong Kong 11 0.84 0.94 0.84 0.94
Emerging markets
(6.15%)
Emerging markets 2 81 6.15 4.44 - -
Australia (0.00%)
Australia - - 0.51 1.57 2.07

Other assets and
liabilities -10 -0.74 -0.03 - -
(-0.74%)
_______ _______ _______ _______ _______
Total 1,318 100.00 100.00 100.00 100.00

By sector
Health care 19.1 19.1
Financials 16.8 18.1
Information technology 15.4 17.8
Consumer staples 11.7 8.7
Consumer discretionary 11.6 13.2
Energy 9.8 5.5
Industrials 8.8 8.8
Telecommunication services 3.7 3.9
Materials 2.7 3.3
Utilities 1.1 1.6

Other assets and liabilities -0.7 0.0
_______ _______
Total 100.0 100.0
1 In addition to investments in equities, the portfolio may include
positions in derivatives. The sum of equities and derivatives
reflects the true volume of the investments by country and in total.
As was the case at 31 December 2003, the portfolio did not include
derivatives at 30 December 2004.
2 In terms of currencies, the investments in emerging markets have
been included under the item euro.

Exchange rates
31/12/2004 31/12/2003 31/12/2004 31/12/2003

EUR 1 EUR EUR
AUD 1.7340 AUD 1 0.5767 0.5973
1.6741
CAD 1.6286 1.6300 CAD 1 0.6140 0.6135
CHF 1.5456 1.5600 CHF 1 0.6470 0.6410
GBP 0.7080 GBP 1 1.4125 1.4192
0.7046
HKD 10.5650 HKD 1 0.0947 0.1021
9.7926
JPY 139.2824 135.1789 JPY 100 0.7180 0.7398
KRW 1.407.0957 1,502.8986 KRW 100 0.0711 0.0665
SEK 9.0327 SEK 1 0.1107 0.1102
9.0757
SGD 2.2189 SGD 1 0.4507 0.4668
2.1422
USD 1.3592 USD 1 0.7357 0.7928
1.2614

LIST OF SECURITIES
At 31 December 2004

Market NORTH AMERICA (42.17)
value

USD United States (40.09%)
14,580,000 Accenture CL/A
16,312,400 Adobe Systems
13,125,000 Amdocs
26,943,000 Amgen
15,676,700 Apache
15,480,000 Avon Products
16,335,000 Brunswick
18,002,600 Cendant
27,020,000 Cisco Systems
25,535,400 Citigroup
18,604,000 Constellation Brands
12,400,000 Covance
16,675,900 CVS
32,044,500 Fannie Mae
9,490,000 General Electric
21,494,400 Gillette
19,467,000 Guidant
12,864,500 Intel
13,308,300 IBM
14,586,600 Johnson & Johnson
13,452,627 McGraw-Hill
26,208,000 Medco Health Solutions
17,034,200 Merck
21,065,200 Metlife
45,407,000 Microsoft
6,666,000 Monsanto Co
17,766,400 Morgan Stanley Dean Witter & Co
8,035,900 Neurocrine Biociences
16,492,000 Office Depot
13,720,000 Oracle
30,116,800 Pfizer
15,264,000 Qualcomm
15,030,275 Schlumberger
7,634,000 Sysco
26,244,000 Time Warner
15,502,500 United Technologies
12,258,000 Valero Energy
6,866,600 Wal-Mart Stores
27,600,000 Wellpoint
16,184,200 Wyeth

CAD Canada (2.08%)
25,625,000 Canadian Natural Resource
18,962,700 Petro-Canada/Variable Vtg. Shares

EUROPE (34.15%)

GBP United Kingdom (8.50%)
8,311,600 AstraZeneca (GBP)
4,725,000 Centrica
3,508,701 Compass
4,829,500 Diageo
7,841,030 Kingfisher
10,936,467 Reckitt Benckiser
9,325,944 Rio Tinto
18,648,004 Shell Transport & Trading
11,261,253 Tesco
14 Vodafone Group (GBP)

CHF Switzerland (6.85%)
6,888,000 Adecco Cheserex
29,750,000 Nestl�
13,802,000 Nobel Biocare Holding
18,813,705 Novartis
45,570,000 Roche Holding
24,700,000 UBS

EUR France (5.17%)
7,479,864 L'Air Liquide
8,528,000 BNP Paribas
6,969,706 LVMH Mo�t Hennessy Louis Vuitton
5,137,000 Peugeot
11,080,000 Saint-Gobain
28,926,000 Total Fina Elf

EUR Germany (3.37%)
12,480,000 Deutsche Telekom
16,184,000 Metro
15,744,000 SAP/Stammaktien

EUR European midcaps (2.65%)
Robeco Institutioneel Europees Small &
34,893,848 Midcap Fonds

EUR Netherlands (2.63%)
17,807,978 ING Groep
4,653,930 Reed Elsevier
11,951,500 VNU

NOK Norway (1.06%)
115,500,000 Telenor

EUR Spain (0.97%)
12,782,000 Banco Santander Central Hispano

EUR Italy (0.71%)
9,306,000 Unicredito Italiano

USD Ireland (0.56%)
10,082,500 Elan

SEK Sweden (0.54%)
64,250,000 Skandinaviska Enskilda Bank/A

EUR Greece (0.47%)
6,180,000 Public Power

EUR Finland (0.40%)
5,229,000 Nokia/A

EUR Austria (0.27%)
3,501,372 OMV

ASIA (18.28%)

JPY Japan (15.37%)
1,659,000,000 Canon
739,800,000 Dai Nippon Printing
1,358,640,000 Daikin Industries
982,220,000 Fanuc
1,858,500,000 Honda Motor
1,462,000,000 Ito Yokado
1,876,800,000 KDDI
1,140,000,000 Millea Holdings
1,760,920,000 Mitsubishi
1,556,250,000 Mitsui Fudosan
1,344,600,000 Nomura Holdings
1,647,300,000 Obayashi
1,432,800,000 Sekisui House
950,075,280 Sony
1,372,000,000 T&D Holdings
2,580,000,000 Takeda Chemical
1,188,000,000 Toshiba
929,493,000 Toyota Motor
2,394,000,000 Yamanouchi Pharmaceutical
USD
203,600 Japan Ventures Fund

SGD Singapore (1.18%)
24,150,000 DBS Group Holdings
10,335,000 Venture

USD South Korea (0.88%)
15,850,095 Samsung Electronics /GDR 1/2 vgt.s -144A-

HKD Hong Kong (0.84%)
116,625,000 Sun Hung Kai Properties

EMERGING MARKETS (6.15%)

EUR Emerging Markets (6.15%)
81,449,670 Robeco Institutioneel Emerging Markets Fond

PURCHASES AND SALES
of more than EUR 6 million during the financial year

Shares PURCHASES

United States
330,000 Brunswick
320,000 Covance
101,026 Fannie Mae
380,000 Medco Health Solutions
214,100 Metlife
163,000 Neurocrine Biociences
557,146 Office Depot

Canada
270,000 Canadian Natural Resource

Netherlands
Robeco Institutioneel Emerging Markets
220 Fonds
314,579 VNU

United Kingdom
180,000 AstraZeneca (GBP)
2,310,123 Shell Transport & Trading

Switzerland
67,000 Nobel Biocare Holding
100,000 Roche Holding

France
56,870 Total Fina Elf

Germany
750,000 Deutsche Telekom
80,000 SAP/Stammaktien

Norway
2,100,000 Telenor

Ireland
370,000 Elan

Greece
300,000 Public Power

Japan
340,000 Ito Yokado
1,645 KDDI
1,250,000 Mitsui Fudosan
2,550,000 Obayashi
1,200,000 Sekisui House
280,000 T&D Holdings
195,100 Takeda Chemical
2,700,000 Toshiba
600,000 Yamanouchi Pharmaceutical

South Korea
34,890 Samsung Electronics /GDR 1/2 vgt.s -144A

Shares SALES

United States
95,876 3M
350,000 American International Group
450,000 Cisco Systems
750,000 Dell Computers
201,136 Du Pont de Nemours
1,033,309 EMC
142,179 Express Scripts
122,554 Lilly (Eli)
207,726 Marsh & McLennan
254,470 Medtronic
132,123 Omnicom
530,000 Pfizer
244,082 ST Paul Cos
300,000 Sysco
300,000 Wal-Mart Stores
227,601 Washington Mutual
155,070 Zimmer Holdings

Netherlands
Robeco Institutioneel Europees Small &
135 Midcap Fonds

United Kingdom
502,013 CRH
761,680 Diageo
703,598 GlaxoSmithKline
1,166,129 HBOS
12,180,425 Vodafone Group (GBP)

France
242,675 Aventis
170,000 Schneider Electric

Spain
496,817 Endesa
450,000 Inditex

Finland
950,000 Nokia/A

[1] Robeco (Schweiz) AG, Uraniastrasse 12, CH-8001 Zurich, is the
fund's appointed representative in Switzerland. Copies of the
prospectus, Articles of Association, (semi)annual reports and a list
of all purchases and sales in the fund's securities portfolio during
the reporting period are available from the above address free of
charge. UBS AG, Bahnhofstrasse 45, CH-8098 Zurich, is the fund's
paying agent in Switzerland.

Ronald Florisson, Corporate Communications Robeco
Office +31 - 10 - 224 28 10
Mobile +31 - 653 - 831 586
E-mail: ronald.florisson@robeco.nl

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