Registration No. 333-33831
Rule 497(e)
BACK BAY FUNDS, INC. 600 FIFTH AVENUE
NEW YORK, NEW YORK 10020
(212) 830-5220
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SUPPLEMENT TO PROSPECTUS DATED MARCH 31, 1999
V. DISTRIBUTION ARRANGEMENTS
Rule 12b-1 Fees
Effective immediately, the last paragraph on page 20 of the Prospectus has
been amended to read as follows:
Class C shares of the Fund are available to defined
contribution and other retirement plan providers. The life
insurance companies whose qualified retirement plan clients
may purchase Class C shares of the Portfolio have contracted
with the Distributor to perform certain sub-transfer agent
accounting services for their qualified retirement plan
clients. In consideration of the provisions of these
sub-transfer agency accounting services, the life insurance
companies will receive sub-transfer agency fees from the
Distributor or its affiliate, the Fund's transfer agent.
Defined contribution and other retirement plan providers who
may purchase Class C shares of the Portfolio will be
reimbursed for expenses incurred in providing recordkeeping,
marketing, client service and participant educational
services. As a result of the payment of these fees to
insurance companies and the reimbursement of expenses to
defined contribution and other retirement plan providers,
Class C shares will have higher fees and expenses than the
other classes of the Portfolio.
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