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Rule 497(e)
File Nos. 333-16093 and 811-0792
BERKELEY FUNDS
Berkeley Money Market Fund
Supplement Dated January 19, 1999
to
Prospectus dated March 2, 1998
On December 31, 1998, City National Bank acquired, by merger, North
American Trust Company, an affiliate of Berkeley Capital Management, the current
investment manager of the Berkeley Money Market Fund (the "Fund"). In
connection with this acquisition, Berkeley Capital Management intends to cease
management of the Fund as soon as a new investment manager is approved by the
Fund's shareholders. On January 14, 1999, the Board of Trustees of Berkeley
Funds approved a new investment management agreement (the "New Agreement")
between the Fund and City National Bank, subject to approval by Fund
Shareholders. The investment management fee and the total ordinary operating
expenses of the Fund (after waivers and reimbursements) under the New Agreement
will remain the same as provided for in the existing investment management
agreement with Berkeley Capital Management. During that same meeting, the Board
of Trustees also approved: (i) a new distribution agreement with SEI
Distribution Co., (ii) a new custodian agreement with First Union National Bank,
(iii) a new administration agreement and a new transfer agent agreement with SEI
Investments Mutual Funds Services, (iv) the appointment of KPMG Peat Marwick LLP
as new independent auditors of the Trust and (v) certain Board of Trustees
restructuring matters.
The Fund is preparing proxy materials to solicit shareholders' approval of
the New Agreement, the new independent auditors and the Board restructuring. If
shareholders approve the New Agreement, City National Bank will become the
Fund's investment manager as soon as practicable after the shareholders'
meeting. It is currently expected that the meeting of Fund shareholders to
consider these matters will occur during the first or second quarter of 1999.
