M.S.B. FUND, INC.
SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1997
THIS PROSPECTUS SUPPLEMENT DESCRIBES CERTAIN MODIFICATIONS TO THE FUND'S
PROCEDURES AND REQUIREMENTS FOR PURCHASING AND REDEEMING SHARES OF THE FUND THAT
ARE BEING MADE AVAILABLE TO CERTAIN INSTITUTIONAL INVESTORS. THIS PROSPECTUS
SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS OF THE FUND DATED
MAY 1, 1997 AND SHOULD BE RETAINED FOR FUTURE REFERENCE.
INSTITUTIONAL INVESTORS
NEXT DAY SETTLEMENT OPTION
Effective August 1, 1997, M.S.B. Fund, Inc. is making available to
institutional investors, including but not limited to banks, savings
associations, trust companies, broker-dealers and other institutions, whether
acting for themselves or their customers, the ability to elect next day
settlement of purchase orders for shares of the Fund. Under these arrangements
an institutional investor may submit an order to purchase shares by telephone or
fax and transmit the funds in payment for the purchase the following day by
Federal funds wire transfer. The purchase price for the shares will be the net
asset value per share next determined after receipt and acceptance of the order
to purchase. Institutional investors may submit purchase orders by telephone for
their initial investment in the Fund or any subsequent investment. Investors
making their initial investments in the Fund must first open an account with the
Fund by submitting a completed account application. Account applications may be
obtained by calling the Fund at 1-800-661-3938.
The investor must indicate to the Fund at the time the purchase order
is placed whether same day or next day settlement is sought. Payment for
telephone or faxed purchase orders must be made by Federal funds wire transfer
received by PNC Bank by 4:00 P.M., New York City time, on the date designated
for settlement. If payment in Federal funds is not received by such time, the
order will be canceled. See "Summary of Share Purchase Options" in the
Prospectus for wiring instructions.
A purchase order for next day settlement is binding upon the investor.
Should it be necessary to cancel an order because payment was not timely
received, the investor will be responsible for the difference between the price
of the shares when ordered and the price of the shares when the order is
canceled and for any fees or other losses and expenses incurred by the Fund. The
Fund may redeem shares from the investor's account in an amount equal to the
amount of such difference in share price and such fees and other losses and
expenses, if any, and may retain the proceeds of such redemption in satisfaction
of the investor's liability to the Fund. The investor will continue to be
responsible for any deficiency. In addition, the Fund may prohibit or restrict
the investor from electing next day settlement in the future or from making
future purchases of the Fund's shares.
Any Federal funds received in respect of a canceled purchase order will
be returned upon instructions from the sender without any liability to the Fund,
the Investment Adviser, the Distributor or PNC Bank. If it is not possible to
return such Federal funds the same day, the sender will not have use of such
funds until the next business day on which it is possible to effect such return.
The Fund reserves the right to reject any purchase order.
MODIFICATION OF RESTRICTIONS ON TELEPHONE REDEMPTIONS AND WIRE TRANSFERS
APPLICABLE TO INSTITUTIONAL INVESTORS
The Fund also is modifying in the case of institutional investors
certain restrictions on the minimum redemption amount for payment of redemption
proceeds by wire transfer and on the maximum amount of redemptions by telephone.
Institutional investors are not restricted as to the minimum or maximum amount
of redemption proceeds that may be transmitted to them by wire transfer or as to
the maximum amount of redemptions that can be made by telephone.
The date of this Prospectus Supplement is July 31, 1997.
