CBA MONEY FUND, 485BPOS, 1994-06-29

CBA MONEY FUND
485BPOS, 1994-06-29

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1994
SECURITIES ACT FILE NO. 2-82766
INVESTMENT COMPANY ACT FILE NO. 811-3703
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [_]
[X]
POST-EFFECTIVE AMENDMENT NO. 12
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
[X]
AMENDMENT NO. 15
(CHECK APPROPRIATE BOX OR BOXES)

----------------

CBA MONEY FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (609) 282-2800

ARTHUR ZEIKEL
CBA MONEY FUND
800 SCUDDERS MILL ROAD, PLAINSBORO, NEW JERSEY
MAILING ADDRESS: BOX 9011, PRINCETON, NEW JERSEY 08543-9011
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPIES TO:

COUNSEL FOR THE FUND: PHILIP L. KIRSTEIN, ESQ.
BROWN & WOOD
ONE WORLD TRADE CENTER FUND ASSET MANAGEMENT, L.P.
BOX 9011
NEW YORK, NEW YORK 10048-0557 PRINCETON, NEW JERSEY 08543-9011
ATTENTION: THOMAS R. SMITH, JR.

KEVIN J. MOYNIHAN, ESQ.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WORLD FINANCIAL CENTER, NEW YORK, N.Y. 10281

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE
BOX)

[X] immediately upon filing pursuant to paragraph (b), or
[_] on (date) pursuant to paragraph (b), or
[_] 60 days after filing pursuant to paragraph (a), or
[_] on (date) pursuant to paragraph (a) of rule 485.

The Registrant has registered an indefinite number of its shares of
beneficial interest under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. The notice required by such rule for
the Registrant's most recent fiscal year was filed on April 14, 1994.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

CBA MONEY FUND
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
------------- --------
Part A
<C> <S> <C>
Item 1. Cover Page............................ Cover Page
Item 2. Synopsis.............................. Fee Table
Item 3. Condensed Financial Information....... Supplementary Financial Information;
Yield Information
Item 4. General Description of Registrant..... Investment Objectives and Policies;
Additional Information
Item 5. Management of the Fund................ Fee Table; Management of the Money
Fund; Portfolio Transactions;
Inside Back Cover Page
Item 5A. Management's Discussion of Fund
Performance.......................... Not Applicable
Item 6. Capital Stock and Other Securities.... Cover Page; Additional Information
Item 7. Purchase of Securities Being Offered.. Cover Page; Fee Table; Purchase of
Shares; Redemption of Shares; Addi-
tional Information; Inside Back
Cover Page
Item 8. Redemption or Repurchase.............. Purchase of Shares; Redemption of
Shares
Item 9. Pending Legal Proceedings............. Not Applicable

Part B
Item 10. Cover Page............................ Cover Page
Item 11. Table of Contents..................... Cover Page
Item 12. General Information and History....... Not Applicable
Item 13. Investment Objectives and Policies.... Investment Objectives and Policies
Item 14. Management of the Fund................ Management of the Money Fund
Item 15. Control Persons and Principal Holders
of Securities........................ Management of the Money Fund
Item 16. Investment Advisory and Other
Services............................. Management of the Money Fund;
Purchase and Redemption of Shares;
General Information
Item 17. Brokerage Allocation.................. Portfolio Transactions
Item 18. Capital Stock and Other Securities.... General Information--Description of
Shares
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered............. Purchase and Redemption of Shares;
Determination of Net Asset Value
Item 20. Tax Status............................ Taxes
Item 21. Underwriters.......................... Purchase and Redemption of Shares
Item 22. Calculation of Performance Data....... Yield Information
Item 23. Financial Statements.................. Financial Statements
</TABLE>

Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

i
<PAGE>

PROSPECTUS

June 29, 1994

CBA MONEY FUND
BOX 9011, PRINCETON, NEW JERSEY 08543-9011 . PHONE NO. (609) 282-
2800

----------------

CBA Money Fund (the "Money Fund") is a no-load money market fund whose shares
are offered to subscribers to the Capital Builder(TM) Account service of
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), to
subscribers to the Broadcort Capital Account service of Broadcort Capital Corp.
("Broadcort") and to investors maintaining accounts directly with the Money
Fund's transfer agent. A Capital Builder Account and a Broadcort Capital
Account each consist of a conventional securities cash or margin account
("Securities Account") maintained at Merrill Lynch or firms which use the
clearing facilities of Broadcort, respectively, which is presently linked to
the Money Fund and to a Visa card/check account ("Visa Account"). THE MONEY
FUND SEEKS TO MAINTAIN A CONSISTENT $1.00 NET ASSET VALUE PER SHARE, ALTHOUGH
THIS CANNOT BE ASSURED. AN INVESTMENT IN THE MONEY FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT.

A customer of Merrill Lynch and a customer of a securities firm which has
entered into a selected dealer agreement with Broadcort may subscribe to the
Capital Builder Account or Broadcort Capital Account program, respectively, as
set forth in the description of the respective programs discussed below.
Subject to the conditions described in this Prospectus, free credit balances in
the Securities Account of Capital Builder Account or Broadcort Capital Account
participants may be periodically invested in shares of the Money Fund.
Subscribers to the Capital Builder Account and the Broadcort Capital Account
also are able to have free credit balances deposited in money market deposit
accounts maintained with depository institutions. Investment in the Money Fund
or utilization of such deposit accounts permits the subscriber to earn a return
on such funds pending further investment through other aspects of the
respective Capital Builder Account or Broadcort Capital Account programs or
utilization through the Visa Account. The shares of the Money Fund also may be
purchased by investors maintaining accounts directly with the Money Fund's
transfer agent. The minimum initial purchase for investors who do not subscribe
to the Capital Builder Account or Broadcort Capital Account programs is $5,000
and subsequent purchases must be $1,000 or more. Such investors will not
receive any of the additional services available to Capital Builder Account or
Broadcort Capital Account subscribers, such as the Visa Account or the
automatic investment of free credit balances. See "Purchase of Shares".
----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

----------------

This Prospectus is a concise statement of information about the Money Fund
that is relevant to making an investment in the Money Fund. This Prospectus
should be retained for future reference. A statement containing additional
information about the Money Fund, dated June 29, 1994 (the "Statement of
Additional Information"), has been filed with the Securities and Exchange
Commission and can be obtained without charge by calling or writing to the
Money Fund at the above telephone number or address. The Statement of
Additional Information is hereby incorporated by reference into this
Prospectus.

The information in this Prospectus should be read in conjunction with the
description of the Merrill Lynch Capital Builder Account program or the
description of the Broadcort Capital Account program which are furnished to all
subscribers prior to the time an Account is opened. Reference is made to such
descriptions and accompanying materials for information with respect to the
Capital Builder Account or Broadcort Capital Account, including the fees
related to such Accounts. Information concerning the money market deposit
accounts in which free credit balances may be deposited is described in a
separate brochure. For more information about the Capital Builder Account or
Broadcort Capital Account, call toll-free from anywhere in the U.S., 1-800-247-
6400 or 1-800-247-6450, respectively.
----------------
Investors are advised to read this Prospectus and retain it for future
reference.
<PAGE>

FEE TABLE

<TABLE>
<CAPTION>
ANNUAL MONEY FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1994:
<S> <C>
Management Fees, Net of Expense Reimbursements.................... 0.41%(a)
Rule 12b-1 Fees................................................... 0.13%(b)
Other Expenses:
Transfer Agency Fees................................... 0.14%(c)
Other Fees............................................. 0.03%
-----
Total Other Expenses.............................................. 0.17%
-----
Total Money Fund Operating Expenses, Net of Expense Reimburse- 0.71%
ments............................................................ =====
</TABLE>
- --------

(a) See "Management of the Money Fund--Management and Advisory Arrangements"--
page 9.

(b) See "Purchase of Shares"--page 10.

EXAMPLE:
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR THE PERIOD OF:
-------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the follow-
ing expenses on a $1,000 invest-
ment, assuming an operating ex-
pense ratio of 0.71% and a 5%
annual return throughout the pe-
riods........................... $ 7.25$ 22.70$ 39.51 $ 88.25
</TABLE>

The foregoing Fee Table is intended to assist investors in understanding the
costs and expenses that a shareholder in the Money Fund will bear directly or
indirectly. The Example set forth above assumes reinvestment of all dividends
and distributions and utilizes a 5% annual rate of return as mandated by
Securities and Exchange Commission regulations. The Example should not be
considered a representation of past or future expenses and actual expenses may
be more or less than those assumed for purposes of the Example.

MERRILL LYNCH CHARGES AN ANNUAL PROGRAM PARTICIPATION FEE (PRESENTLY $65) FOR
THE CAPITAL BUILDER ACCOUNT SERVICE. BROADCORT CHARGES AN ANNUAL PROGRAM
PARTICIPATION FEE (PRESENTLY $75) FOR THE BROADCORT CAPITAL ACCOUNT SERVICE.
SHAREHOLDERS OF THE MONEY FUND WHOSE ACCOUNTS ARE MAINTAINED DIRECTLY WITH THE
MONEY FUND'S TRANSFER AGENT AND WHO ARE NOT SUBSCRIBERS TO EITHER OF THESE
SERVICES WILL NOT BE CHARGED EITHER PROGRAM FEE BUT WILL NOT RECEIVE ANY OF THE
ADDITIONAL SERVICES AVAILABLE TO SUBSCRIBERS.

The manager of the Money Fund, Fund Asset Management, L.P. (the "Manager"),
has agreed voluntarily to assume a portion of the operating expenses of the
Money Fund. The Manager may discontinue or reduce such assumption of expenses
at any time without notice. Absent the Manager's assumption of a portion of the
operating expenses, the Money Fund's management fee would have been 0.45% and
total Money Fund operating expenses would have been 0.75%.

2
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fee Table........................ 2
Financial Highlights............. 3
Yield Information................ 4
Investment Objectives and Poli-
cies............................ 4
Management of the Money Fund..... 8
Trustees....................... 8
Management and Advisory
Arrangements.................. 9
Transfer Agency Services....... 10
Purchase of Shares............... 10
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Redemption of Shares............. 13
Portfolio Transactions........... 15
Additional Information........... 15
Dividends...................... 15
Determination of Net Asset Val-
ue............................ 15
Taxes ......................... 16
Organization of the Money Fund. 17
Shareholder Inquiries.......... 17
Reports to Shareholders........ 18
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE MONEY FUND, THE MANAGER, MERRILL LYNCH OR
BROADCORT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

FINANCIAL HIGHLIGHTS

Financial statements for the fiscal year ended February 28, 1994 and the
independent auditors' report thereon are included in the Statement of
Additional Information. The following per share data and ratios have been
derived from information provided in financial statements of the Money Fund
audited by Deloitte & Touche, independent auditors.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE FOR THE YEAR ENDED FOR THE FOR THE YEAR ENDED
FEBRUARY 28, YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28,
---------------------- FEBRUARY 29, -------------------------------- FEBRUARY 29, ---------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986
---------- ---------- ------------ ---------- -------- -------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCREASE
(DECREASE) IN
NET ASSET VALUE:
PER SHARE
OPERATING
PERFORMANCE:
Net asset value,
beginning of
period.......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- -------- -------- -------- --------- --------
Investment
income--net..... .0260 .0304 .0511 .0736 .0846 .0720 .0619 .0591 .0754
Realized and
unrealized gain
(loss) on
investments--
net............. (.0004) .0017 .0008 .0006 .0004 .0001 .0008 .0022 .0026
---------- ---------- ---------- ---------- -------- -------- -------- --------- --------
Total from
investment
operations...... .0256 .0321 .0519 .0742 .0850 .0721 .0627 .0613 .0780
---------- ---------- ---------- ---------- -------- -------- -------- --------- --------
Less dividends
and
distributions:
Investment
income--net.... (.0260) (.0304) (.0511) (.0736) (.0846) (.0720) (.0619) (.0591) (.0754)
Realized gain on
investments--
net............ (.0004) (.0014) (.0008)* (.0006)* (.0004)* (.0001)* (.0008)* (.0022)* (.0026)*
---------- ---------- ---------- ---------- -------- -------- -------- --------- --------
Total dividends
and
distributions... (.0264) (.0318) (.0519) (.0742) (.0850) (.0721) (.0627) (.0613) (.0780)
---------- ---------- ---------- ---------- -------- -------- -------- --------- --------
Net asset value,
end of period... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ========== ======== ======== ======== ========= ========
TOTAL INVESTMENT
RETURN.......... 2.66% 3.24% 5.32% 7.69% 8.82% 7.47% 6.47% 6.36% 8.11%
========== ========== ========== ========== ======== ======== ======== ========= ========
RATIOS TO AVERAGE
NET ASSETS:
Expenses, net of
reimbursement
and excluding
distribution
fees............ .59% .59% .56% .57% .56% .53% .52% .41% .38%
========== ========== ========== ========== ======== ======== ======== ========= ========
Expenses, net of
reimbursement... .71% .71% .69% .70% .68% .65% .65% .53% .50%
========== ========== ========== ========== ======== ======== ======== ========= ========
Expenses......... .75% .75% .74% .75% .81% .89% .96% 1.05% 1.96%
========== ========== ========== ========== ======== ======== ======== ========= ========
Investment income
and realized
gain on
investments--
net............. 2.62% 3.19% 5.18%* 7.40%* 8.40%* 7.30%* 6.29%* 6.03%* 7.67%*
========== ========== ========== ========== ======== ======== ======== ========= ========
SUPPLEMENTAL
DATA:
Net assets, end
of year (in
thousands)...... $1,287,456 $1,242,686 $1,211,833 $1,063,827 $864,835 $459,658 $267,201 $191,436 $60,167
========== ========== ========== ========== ======== ======== ======== ========= ========
<CAPTION>
FOR THE PERIOD
JUNE 18, 1984+
TO FEBRUARY 28,
1985
---------------
<S> <C>
INCREASE
(DECREASE) IN
NET ASSET VALUE:
PER SHARE
OPERATING
PERFORMANCE:
Net asset value,
beginning of
period.......... $ 1.00
---------------
Investment
income--net..... .0682
Realized and
unrealized gain
(loss) on
investments--
net............. .0011
---------------
Total from
investment
operations...... .0693
---------------
Less dividends
and
distributions:
Investment
income--net.... (.0682)
Realized gain on
investments--
net............ (.0011)*
---------------
Total dividends
and
distributions... (.0693)
---------------
Net asset value,
end of period... $ 1.00
===============
TOTAL INVESTMENT
RETURN.......... 9.08%++
===============
RATIOS TO AVERAGE
NET ASSETS:
Expenses, net of
reimbursement
and excluding
distribution
fees............ .37%++
===============
Expenses, net of
reimbursement... .50%++
===============
Expenses......... 6.62%++
===============
Investment income
and realized
gain on
investments--
net............. 9.26%*++
===============
SUPPLEMENTAL
DATA:
Net assets, end
of year (in
thousands)...... $5,934
===============
</TABLE>
- --------

+ Commencement of operations.

++ Annualized.

* Includes unrealized gain (loss).

3
<PAGE>

YIELD INFORMATION

Set forth below is yield information as to the annualized and compounded
annualized yield for the indicated seven-day periods.

<TABLE>
<CAPTION>
SEVEN-DAY PERIOD ENDED
------------------------------
FEBRUARY 28, 1994 MAY 31, 1994
----------------- ------------
<S> <C> <C>
Annualized Yield........ 2.71% 3.47%
Compounded Annualized
Yield.................. 2.75% 3.53%
Average maturity of
portfolio at end of pe-
riod................... 48 days 51 days
</TABLE>

The yield of the Money Fund refers to the income generated by an investment
in the Money Fund over a stated seven-day period. This income is then
annualized; that is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The compounded annualized yield is
calculated similarly but, when annualized, the income earned by an investment
in the Money Fund is assumed to be reinvested. The compounded annualized yield
will be somewhat higher than the yield because of the effect of the assumed
reinvestment.

The yield on Money Fund shares normally will fluctuate on a daily basis.
Therefore, the yield for any given past period is not an indication or
representation by the Money Fund of future yields or rates of return on its
shares. The Money Fund's yield is affected by changes in interest rates on
money market securities, average portfolio maturity, the types and quality of
portfolio securities held and operating expenses. Current yield information may
not provide a basis for comparison with bank deposits or other investments
which pay a fixed yield over a stated period of time.

On occasion, the Money Fund may compare its yield to (i) the Donoghue's
Domestic Prime and Euro-dollar and Yankeedollar Funds Average, an average
compiled by Donoghue's Money Fund Report, a widely recognized independent
publication that monitors the performance of money market mutual funds, (ii)
the average yield reported by the Bank Rate Monitor National Index(TM) for
money market deposit accounts offered by the 100 leading banks and thrift
institutions in the ten largest standard metropolitan statistical areas, (iii)
yield data published by Lipper Analytical Services, Inc., (iv) the yield on an
investment in 90-day Treasury bills on a rolling basis, assuming quarterly
compounding or (v) performance data published by Morningstar Publications,
Inc., Money Magazine, U.S. News & World Report, Business Week, CDA Investment
Technology, Inc., Forbes Magazine and Fortune Magazine. As with yield
quotations, yield comparisons should not be considered representative of the
Money Fund's yield or relative performance for any future period.

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives of the Money Fund are to seek current income,
preservation of capital and liquidity available from investing in a diversified
portfolio of short-term money market securities. The

4
<PAGE>

investment objectives are fundamental policies of the Money Fund which may not
be changed without a vote of the majority of the outstanding shares of the
Money Fund.

Investment in the Money Fund offers several benefits. The Money Fund seeks to
provide as high a yield potential as is available, consistent with the
preservation of capital, from short-term money market securities utilizing
professional money market management, block purchases of securities and yield
improvement techniques. It provides high liquidity because of its redemption
features and seeks reduced risk resulting from diversification of assets. There
can be no assurance that the investment objectives of the Money Fund will be
realized. Certain expenses are borne by investors, including management fees,
distribution fees, administrative costs and operational costs.

In managing the Money Fund, the Manager employs a number of professional
money management techniques, including varying the composition of investments
and the average maturity of the portfolio based on its assessment of the
relative values of the various money market securities and future interest rate
patterns. These assessments will respond to changing economic and money market
conditions and to shifts in fiscal and monetary policy. The Manager will also
seek to improve yield by taking advantage of yield disparities that regularly
occur in the money market. For example, market conditions frequently result in
similar securities trading at different prices. Also, there are frequently
differences in the yield between the various types of money market securities.
The Money Fund seeks to enhance yield by purchasing and selling securities
based upon these yield differences.

The following is a description of the types of money market securities in
which the Money Fund may invest:

United States Government Securities. Marketable securities issued by or
guaranteed as to principal and interest by the U.S. Government and
supported by the full faith and credit of the United States.

United States Government Agency Securities. Debt securities issued by
U.S. Government-sponsored enterprises, Federal agencies and certain
international institutions which are not direct obligations of the United
States but involve U.S. Government sponsorship or guarantees by U.S.
Government agencies or enterprises. The U.S. Government is not obligated to
provide financial support to these instrumentalities.

Bank Money Instruments. Obligations of commercial banks, savings banks or
savings and loan associations such as certificates of deposit, including
variable rate certificates of deposit, time deposits, deposit notes, bank
notes, and bankers' acceptances. The savings banks and savings and loan
associations must be organized and operating in the United States. The
obligations of commercial banks may be issued by U.S. banks, foreign
branches of U.S. banks ("Eurodollar" obligations) or U.S. branches of
foreign banks ("Yankeedollar" obligations). Eurodollar and Yankeedollar
obligations may be general obligations of the parent bank or may be limited
to the issuing branch by the terms of the specific obligations or by
government regulation.

Commercial Paper and Other Short-Term Obligations. Commercial paper
(including variable amount master demand notes), which refers to short-term
unsecured promissory notes issued by

5
<PAGE>

corporations, partnerships, trusts or other entities to finance short-term
credit needs and non-convertible debt securities (e.g., bonds and
debentures) with no more than 397 days (13 months) remaining to maturity at
the date of purchase. Short-term obligations issued by trusts include
mortgage-related or asset-backed debt instruments, including pass-through
certificates such as participations in, or bonds and notes backed by, pools
of mortgage, credit card, automobile or other types of receivables. These
structured financings will be supported by sufficient collateral and other
credit enhancements, including letters of credit, insurance, reserve funds
and guarantees by third parties, to enable such instruments to obtain the
requisite quality rating by a nationally recognized statistical rating
organization, as described below.

Foreign Bank Money Instruments. U.S. dollar-denominated obligations of
foreign depository institutions and their foreign branches and
subsidiaries, such as certificates of deposit, bankers' acceptances, time
deposits and deposit notes. The obligations of such foreign branches and
subsidiaries may be the general obligation of the parent bank or may be
limited to the issuing branch or subsidiary by the terms of the specific
obligation or by government regulation. Such investments will only be made
if determined to be of comparable quality to other investments permissible
for the Money Fund. The Money Fund will not invest more than 25% of its
total assets (taken at market value at the time of each investment) in
these obligations.

Foreign Short-Term Debt Instruments. U.S. dollar-denominated commercial
paper and other short-term obligations issued by foreign entities. Such
investments are subject to quality standards similar to those applicable to
investments in comparable obligations of domestic issuers.

The following is a description of other types of investments or investment
practices in which the Money Fund may invest or engage:

Repurchase Agreements.. The Money Fund may invest in the money market
securities described above pursuant to repurchase agreements. Repurchase
agreements may be entered into only with a member bank of the Federal
Reserve System or a primary dealer in U.S. Government securities or an
affiliate thereof. Under such agreements, the bank or primary dealer
agrees, upon entering into the contract, to repurchase the security at a
mutually agreed upon time and price, thereby determining the yield during
the term of the agreement. This results in a fixed rate of return insulated
from market fluctuations during such period.

Reverse Repurchase Agreements. The Money Fund may enter into reverse
repurchase agreements which involve the sale of money market securities
held by the Money Fund, with an agreement to repurchase the securities at
an agreed upon price, date and interest payment. During the time a reverse
repurchase agreement is outstanding, the Money Fund will maintain a
segregated custodial account containing U.S. Government or other
appropriate high-grade debt securities having a value equal to the
repurchase price.

6
<PAGE>

Lending of Portfolio Securities. The Money Fund may lend portfolio
securities (with a value not in excess of 33 1/3% of its total assets,
taken at market value) to brokers, dealers and financial institutions and
receive collateral in cash or securities issued or guaranteed by the U.S.
Government which will be maintained at all times in an amount equal to at
least 100% of the current market value of the loaned securities. During the
period of the loan, the Money Fund receives income on both the loaned
securities and the collateral and thereby increases its yield.

The Money Fund may invest in U.S. Government and U.S. Government agency
securities with remaining maturities of up to 762 days (twenty-five months).
All other investments of the Money Fund will be in securities with remaining
maturities of no more than 397 days (13 months). The dollar weighted average
maturity of the Money Fund's portfolio will be 90 days or less. During the year
ended February 28, 1994, the average maturity of its portfolio ranged from 47
days to 89 days.

Preservation of capital is a prime investment objective of the Money Fund,
and while the types of money market securities in which the Money Fund invests
are not completely risk free, such securities are generally considered to have
low principal risk. There is the risk of the failure of issuers to meet their
principal and interest obligations. Repurchase agreements may be construed to
be collateralized loans by the purchaser to the seller secured by the
securities transferred to the purchaser. In the event of default by the seller
under a repurchase agreement construed to be a collateralized loan, the
underlying securities are not owned by the Money Fund but only constitute
collateral for the seller's obligation to pay the repurchase price. With
respect to repurchase agreements, reverse repurchase agreements and the lending
of portfolio securities by the Money Fund, there is also the risk of the
failure of parties involved to repurchase at the agreed upon price or to return
the securities involved in such transactions, in which event the Money Fund may
suffer time delays and incur costs or possible losses in connection with such
transactions.

Bank money instruments in which the Money Fund invests must be issued by
depository institutions with total assets of at least $1 billion, except that
up to 10% of total assets (taken at market value) may be invested in
certificates of deposit of smaller institutions if such certificates of deposit
are Federally insured. Investments in Eurodollar and Yankeedollar obligations
may not exceed 25% of total assets. For purposes of this requirement, the Money
Fund treats bank money instruments issued by U.S. branches or subsidiaries of
foreign banks as obligations issued by domestic banks (not subject to the 25%
limitation) if the branch or subsidiary is subject to the same banking
regulation as U.S. banks.

The Money Fund's investments in short-term corporate, partnership and trust
debt and bank money instruments will be rated, or will be issued by issuers who
have been rated, in one of the two highest rating categories for short-term
debt obligations by a nationally recognized statistical rating organization (an
"NRSRO") or, if not rated, will be of comparable quality as determined by the
Trustees of the Money Fund. The Money Fund's investments in corporate,
partnership and trust bonds and debentures (which must have maturities at the
date of purchase of 397 days (13 months) or less) will be in issuers who have
received from an NRSRO a rating, with respect to a class of short-term debt
obligations that is comparable in priority and security with the investment, in
one of the two highest rating categories for short-term obligations or, if not
rated, will be of comparable quality as determined by the Trustees of the Money
Fund. Currently, there are

7
<PAGE>

six NRSROs: Duff & Phelps Corporation, Fitch Investors Service, Inc., IBCA
Limited and its affiliate IBCA Inc., Thompson BankWatch, Inc., Moody's
Investors Service, Inc. and Standard & Poor's Corporation.

Securities and Exchange Commission regulations limit investments by the Money
Fund in securities issued by any one issuer (other than the U.S. Government,
its agencies or instrumentalities) ordinarily to not more than 5% of its total
assets, or in the event that such securities do not have the highest rating,
not more than 1% of its total assets. In addition, such regulations require
that not more than 5% of the Money Fund's total assets be invested in
securities that do not have the highest rating, or are not of comparable
quality to securities with the highest rating, as determined by the Trustees of
the Money Fund.

The Money Fund may purchase money market securities on a forward commitment
basis at fixed purchase terms. The purchase of money market securities on a
forward commitment basis involves the risk that the yields available in the
market when the delivery takes place may actually be higher than those obtained
in the transaction itself; if yields increase, the value of the securities
purchased on a forward commitment basis will generally decrease. A separate
account of the Money Fund will be established with the Money Fund's custodian
consisting of cash or liquid money market securities having a market value at
all times at least equal to the amount of the forward commitment.

Investment Restrictions. The Money Fund has adopted a number of restrictions
and policies relating to the investment of its assets and its activities, which
are fundamental policies and may not be changed without the approval of the
holders of a majority of the Money Fund's outstanding voting securities as
defined in the Investment Company Act of 1940. Among the more significant
restrictions, the Money Fund may not: (1) purchase any securities other than
(i) money market securities and (ii) the other investments described under
"Investment Objectives and Policies"; (2) invest more than 25% of its total
assets (taken at market value at the time of each investment) in the securities
of issuers in any particular industry (other than U.S. Government securities,
U.S Government agency securities, or domestic bank money instruments); (3)
purchase the securities of any one issuer, other than the U.S. Government, its
agencies or instrumentalities, if immediately after the purchase, more than 5%
of the value of its total assets (taken at market value) would be invested in
that issuer, except that, with respect to 25% of the value of the Money Fund's
total assets, the Money Fund may invest up to 10% of its total assets in bank
money instruments or repurchase agreements with any one bank; (4) purchase more
than 10% of the outstanding securities of an issuer except that this
restriction shall not apply to U.S. Government or Government agency securities,
bank money instruments and repurchase agreements; or (5) enter into repurchase
agreements if, as a result, more than 10% of its total assets (taken at market
value at the time of each investment) would be subject to repurchase agreements
maturing in more than seven days.

MANAGEMENT OF THE MONEY FUND

TRUSTEES

The Trustees of the Money Fund consist of six individuals, five of whom are
not "interested persons" of the Money Fund as defined in the Investment Company
Act of 1940, as amended (the "Investment Company

8
<PAGE>

Act"). The Trustees of the Money Fund are responsible for the overall
supervision of the operations of the Money Fund and perform the various duties
imposed on the directors of investment companies by the Investment Company Act.

The Trustees of the Money Fund are:

Arthur Zeikel*--President and Chief Investment Officer of the Manager;
Executive Vice President of Merrill Lynch & Co., Inc. ("ML&Co.");
Executive Vice President of Merrill Lynch; President and Director of
Princeton Services, Inc. ("Princeton Services"); and Director of Merrill
Lynch Funds Distributor, Inc. (the "Distributor").

Ronald W. Forbes--Professor of Finance, School of Business, State
University of New York at Albany.

Cynthia A. Montgomery--Professor of Finance, Harvard Business School.

Charles C. Reilly--Self-employed financial consultant; former President and
Chief Investment Officer of Verus Capital Inc.; Senior Vice President of
Arnhold and S. Bleichroeder, Inc.; Adjunct Professor, Columbia University
Graduate School of Business since 1990.

Kevin A. Ryan--Professor of Education, Boston University; founder and
current Director of the Boston University Center for the Advancement of
Ethics and Character.

Richard R. West--Professor of Finance and former Dean, New York University
Leonard N. Stern School of Business Administration.

- --------
* Interested person, as defined in the Investment Company Act, of the Money
Fund.

MANAGEMENT AND ADVISORY ARRANGEMENTS

The Manager is owned and controlled by ML&Co., a financial services holding
company and the parent of Merrill Lynch. The Manager or an affiliate of the
Manager, Merrill Lynch Asset Management, L.P. ("MLAM") acts as the investment
adviser for more than 90 registered investment companies and provides
investment advisory services to individual and institutional accounts. As of
May 31, 1994, MLAM and the Manager had a total of approximately $163.3 billion
in investment company and other portfolio assets under management, including
accounts of certain affiliates of MLAM.

The management agreement with the Manager (the "Management Agreement")
provides that, subject to the direction of the Trustees, the Manager is
responsible for the actual management of the Money Fund's portfolio and
constantly reviews the Money Fund's holdings in light of its own research
analysis and that from other relevant sources. The responsibility for making
decisions to buy, sell or hold a particular security rests with the Manager
subject to the review of the Board of Directors. The Manager performs certain
of the other administrative services and provides all the office space,
facilities, equipment and necessary personnel for portfolio management of the
Money Fund.

Pursuant to the Management Agreement, the Manager receives a fee from the
Money Fund at the end of each month at the annual rate of 0.50% of the first
$500 million of average daily net assets of the Money Fund, 0.425% of average
daily net assets in excess of $500 million but not exceeding $1 billion, and
0.375% of average daily net assets in excess of $1 billion. During the fiscal
year ended February 28, 1994, the total

9
<PAGE>

management fee paid, prior to any reimbursement, by the Money Fund to the
Manager aggregated $5,480,451 (based on average net assets of $1.22 billion)
and the effective fee rate was 0.45%. During the same period, the Manager
reimbursed $490,737 to the Money Fund pursuant to arrangements to limit the
Money Fund's operating expenses, and the effective fee rate after such
reimbursement was 0.41%. At May 31, 1994, the net assets of the Money Fund
aggregated approximately $1.2 billion. At this asset level, the annual
effective fee rate would be approximately 0.45% of average net assets and the
annual management fee would aggregate approximately $5.5 million.

The Management Agreement obligates the Money Fund to pay certain expenses
incurred in its operations, including, among other things, the management fee,
legal and audit fees, unaffiliated Trustees' fees and expenses, registration
fees, custodian and transfer agency fees, accounting and pricing costs, and
certain of the costs of printing proxies, shareholder reports, prospectuses and
statements of additional information. Accounting services are provided to the
Money Fund by the Manager, and the Money Fund reimburses the Manager for its
costs in connection with such services. For the fiscal year ended February 28,
1994, the amount of such reimbursement was $91,471. During the fiscal year
ended February 28, 1994, the ratio of operating expenses, net of reimbursement
and excluding distribution fees, to average net assets was 0.59%.

For information as to the distribution fee to be paid by the Money Fund to
Merrill Lynch and Broadcort pursuant to a Distribution Agreement, see "Purchase
of Shares".

TRANSFER AGENCY SERVICES

Pursuant to a transfer agency, shareholder servicing agency and proxy agency
agreement (the "Transfer Agency Agreement") between the Money Fund and
Financial Data Services, Inc. (the "Transfer Agent"), a wholly-owned subsidiary
of ML&Co., the Transfer Agent is responsible for the issuance, transfer and
redemption of shares and the opening and maintenance of shareholder accounts.
The Money Fund pays the Transfer Agent a fee of $5.25 per account plus out-of-
pocket expenses. During the fiscal year ended February 28, 1994, the Money
Fund's payments to the Transfer Agent pursuant to the Transfer Agency
Agreement, including reimbursement of out-of-pocket expenses, aggregated
$1,685,508. At May 31, 1994, the Money Fund had 238,188 shareholder accounts.
At this level of accounts, the annual fee payable to the Transfer Agent would
aggregate approximately $1,250,487.

PURCHASE OF SHARES

The Money Fund is offering its shares without sales charge at a public
offering price equal to the net asset value (normally $1.00 per share) next
determined after receipt by the Money Fund of the purchase order. Shares
purchased will receive the next dividend declared after the shares are issued,
which will be immediately prior to the 12 noon, New York time, pricing on the
following business day. A purchase order will not become effective until cash
in the form of Federal funds becomes available to the Money Fund (see below for
information as to when the Money Fund receives such funds). Purchases of shares
will be made pursuant to the procedures described below.

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<PAGE>

PURCHASE OF SHARES BY CAPITAL BUILDER ACCOUNT AND BROADCORT CAPITAL ACCOUNT
SUBSCRIBERS

Automatic Purchases. Cash balances arising in the Securities Account of a
Capital Builder Account or Broadcort Capital Account subscriber are
automatically invested in shares of the Money Fund not later than the first
business day of each week on which both the New York Stock Exchange and New
York banks are open, which normally will be Monday. Subscribers to the Capital
Builder Account and the Broadcort Capital Account also are able to have free
credit balances deposited in money market deposit accounts maintained with
depository institutions. This Prospectus does not purport to describe such
programs and prospective participants in such programs are referred to the
brochure which is available with respect thereto. Cash balances may arise from
securities activity in the Securities Account, dividend and interest payments
or cash deposits made by the subscriber. Cash balances arising from the
following transactions will be automatically invested prior to the automatic
weekly sweeps. Cash balances arising from the sale of securities which do not
settle on the day of the transactions (such as most common and preferred stock
transactions) and from principal repayment on debt securities become available
to the Money Fund and will be invested in shares on the business day following
receipt of the proceeds with respect thereto in the Capital Builder Account or
Broadcort Capital Account. Proceeds from the sale of shares of Merrill Lynch
Ready Assets Trust and Merrill Lynch U.S.A. Government Reserves, and from the
sale of securities settling on a same day basis also become available to the
Money Fund and will be invested in shares on the next business day following
receipt. A Capital Builder Account or Broadcort Capital Account subscriber
desiring to effect a purchase order for Money Fund shares by making a cash
deposit in his Securities Account should make such deposit on the business day
preceding the day of the weekly sweep before the cashiering deadline of the
brokerage office in which the deposit is to be made in order for such cash
deposit to be invested in Money Fund shares through the weekly sweep. A
subscriber desiring to make a cash deposit should contact his financial
consultant or registered representative for information concerning the
cashiering deadline of his local brokerage office.

Manual Purchases. Subscribers to the Capital Builder Account or Broadcort
Capital Account may make manual investments of $1,000 or more at any time in
shares of the Money Fund. Manual investments may be made from cash balances in
the subscriber's Securities Account which arise from cash deposits or other
activity. Manual purchases shall be effective on the day following the day the
order is placed from Merrill Lynch or the selected dealer except that orders
involving cash deposits become effective on the second business day thereafter
if they are placed after the cashiering deadline referred to in the preceding
paragraph. A subscriber desiring to make a manual purchase should contact his
financial consultant or registered representative.

Merrill Lynch, Broadcort and the selected dealers reserve the right to
terminate a subscriber's participation in the respective Capital Builder
Account or Broadcort Capital Account programs for any reason.

All purchases of Money Fund shares and dividend reinvestments will be
confirmed to Capital Builder Account and Broadcort Capital Account subscribers
(rounded to the nearest share) in the transaction statement which is sent to
all participants in such Accounts monthly.

Individuals who purchase shares of the Money Fund through a Securities
Account will be subject to the annual program participation fee. In order to
receive all the services available to Capital Builder Account or

11
<PAGE>

Broadcort Capital Account subscribers, such individuals must complete the
account opening process, including completing or supplying requested
documentation.

Merrill Lynch (or Broadcort if applicable) will transmit payment to the Money
Fund on behalf of the investor and will supply the Money Fund with the required
account information. If the investor can provide Merrill Lynch (or Broadcort if
applicable) with immediately available funds, Merrill Lynch (or Broadcort if
applicable) will be able to transmit such funds to the Money Fund in an
expeditious manner. Since there is a five-day settlement period applicable to
the sale of most securities, delays may occur when an investor is liquidating
other investments for investment in the Money Fund.

PURCHASE OF SHARES BY NON-CAPITAL BUILDER ACCOUNT AND NON-BROADCORT CAPITAL
ACCOUNT SUBSCRIBERS

Shares of the Money Fund may be purchased by investors maintaining accounts
directly with the Transfer Agent. Shareholders of the Money Fund not
subscribing to the Capital Builder Account or the Broadcort Capital Account
programs will not be charged the applicable program fee but will not receive
any of the additional services available to Capital Builder Account or
Broadcort Capital Account subscribers, such as the Visa Account or the
automatic investment of free credit balances. The minimum initial purchase for
non-program subscribers is $5,000 and the minimum subsequent purchase is
$1,000. Investors desiring to purchase shares directly through the Transfer
Agent as described below should contact Financial Data Services, Inc., Transfer
Agency Operations Department, P.O. Box 45290, Jacksonville, Florida 32239-5290.

Payment to the Transfer Agent. Investors who are not subscribers to the
Capital Builder Account program or the Broadcort Capital Account program may
submit purchase orders directly by mail or otherwise to the Transfer Agent.
Purchase orders by mail should be sent to Financial Data Services, Inc.,
Transfer Agency Operations Department, P.O. Box 45290, Jacksonville, Florida
32232-5290. Purchase orders which are sent by hand should be delivered to
Financial Data Services, Inc., Transfer Agency Operations Department, 4800 Deer
Lake Drive East, Jacksonville, Florida 32246-6484. Investors opening a new
account must enclose a completed Purchase Application which is available from
Financial Data Services, Inc. Existing shareholders should enclose the
detachable stub from a monthly account statement which they have received.
Checks should be made payable to Merrill Lynch, Pierce, Fenner & Smith
Incorporated. Certified checks are not necessary, but checks are accepted
subject to collection at full face value in United States funds and must be
drawn in United States dollars on a United States bank. Payments for the
accounts of corporations, foundations and other organizations may not be made
by third party checks.

----------------

The Money Fund has entered into a distribution agreement with Merrill Lynch,
a wholly-owned subsidiary of ML&Co., and Broadcort (the "Distribution
Agreement"). Broadcort, a wholly-owned subsidiary of Merrill Lynch, conducts a
securities clearing business. Pursuant to the Distribution Agreement, the
shares of the Money Fund are offered exclusively (i) by Merrill Lynch to
subscribers to the Capital Builder Account program of Merrill Lynch, (ii) by
Broadcort to selected dealers for resale to subscribers to the Broadcort
Capital Account program and (iii) to investors maintaining accounts directly
with the Transfer Agent.

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<PAGE>

The Money Fund also has adopted a distribution and shareholder servicing plan
in compliance with Rule 12b-1 under the Investment Company Act of 1940 (the
"Distribution Plan"). The Distribution Plan authorizes the Money Fund to pay
Merrill Lynch and Broadcort a distribution fee at the end of each month at the
annual rate of 0.125% of average daily net assets of the Money Fund
attributable to subscribers to the respective Capital Builder Account and
Broadcort Capital Account programs and to pay Merrill Lynch or Broadcort a fee
at the same rate with regard to net assets of the Money Fund attributable to
investors maintaining securities accounts at Merrill Lynch (or Broadcort if
applicable) and to investors maintaining accounts directly with the Transfer
Agent who are not subscribers to such programs, except that the value of Money
Fund shares in accounts maintained directly with the Transfer Agent which are
not serviced by Merrill Lynch financial consultants will be excluded. The
Distribution Plan reimburses Merrill Lynch and Broadcort only for actual
expenses incurred in the fiscal year in which the fee is paid. The Merrill
Lynch distribution fee is to compensate Merrill Lynch financial consultants and
other directly involved Merrill Lynch personnel for selling shares of the Money
Fund and for providing direct personal services to shareholders. The Broadcort
distribution fee is to compensate selected dealers for activities and services
related to the sale, promotion and marketing of shares of the Money Fund. The
Distribution Plan authorizes Broadcort to enter into sub-agreements with
selected dealers. During the fiscal year ended February 28, 1994, $1,500,403
was paid to Merrill Lynch and Broadcort pursuant to the distribution
arrangements (based on average net assets subject to the Distribution Plan of
approximately $1.2 billion). At May 31, 1994, the net assets of the Money Fund
subject to the Distribution Plan aggregated approximately $1.2 billion. At this
asset level, the annual fee pursuant to the Distribution Plan would aggregate
approximately $1.5 million.

REDEMPTION OF SHARES

The Money Fund is required to redeem for cash all full and fractional shares
of the Money Fund. The redemption price is the net asset value per share next
determined after receipt by the Transfer Agent of proper notice of redemption
as described in accordance with either the automatic or manual procedures set
forth below. If notice is received by the Transfer Agent prior to the 12 noon,
New York time, pricing on any business day, the redemption will be effective on
that day. If the notice is received after 12 noon, New York time, the
redemption will be effective on the next business day. Payment of the
redemption proceeds will be made on the same day the redemption becomes
effective.

REDEMPTION OF SHARES BY CAPITAL BUILDER ACCOUNT AND BROADCORT CAPITAL ACCOUNT
SUBSCRIBERS

Automatic Redemptions. Redemptions will be automatically effected by Merrill
Lynch or Broadcort to satisfy debit balances in the Securities Account created
by activity therein or to satisfy debit balances created by Visa card
purchases, cash advances or checks written against the Visa Account. Each
Securities Account of a Capital Builder Account or Broadcort Capital Account
subscriber will be automatically scanned for debits each business day prior to
12 noon, New York time. After application of any cash balances in the account
to these debits, shares of the Money Fund will be redeemed at net asset value
at the 12 noon, New York time, pricing to the extent necessary to satisfy any
remaining debits in either the Securities Account or the Visa Account. If the
Securities Account is a margin account, margin loans will be utilized to
satisfy debits remaining after the liquidation of all funds invested in the
Money Fund, and shares of the Money Fund may not be purchased until all debits
and margin loans in the Capital Builder Account or Broadcort Capital Account
are satisfied.

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<PAGE>

Manual Redemptions. Shareholders may redeem shares of the Money Fund directly
by submitting a written notice of redemption directly to Merrill Lynch or the
selected dealer, respectively, which will submit the requests to the Money
Fund's Transfer Agent. Cash proceeds from the manual redemption of the Money
Fund shares will be ordinarily mailed to the shareholder at his address of
record, or upon request, mailed or wired (if $10,000 or more) to his bank
account. Redemption requests should not be sent to the Money Fund or the
Transfer Agent. If inadvertently sent to the Money Fund or the Transfer Agent,
they will be forwarded to Merrill Lynch or Broadcort. The notice requires the
signatures of all persons in whose name the shares are registered, signed
exactly as their names appear on their statements. Shareholders desiring to
effect manual redemptions should contact their financial consultant or
registered representative.

All redemptions of Money Fund shares will be confirmed to Capital Builder
Account and Broadcort Capital Account subscribers (rounded to the nearest
share) in the transaction statement which is sent to all participants in such
accounts monthly.

REDEMPTION OF SHARES BY NON-CAPITAL BUILDER ACCOUNT AND NON-BROADCORT CAPITAL
ACCOUNT SUBSCRIBERS

Shareholders may redeem shares of the Money Fund held in a Merrill Lynch
securities account directly by submitting a written notice of redemption
directly to Merrill Lynch, which will submit the requests to the Money Fund's
Transfer Agent as described under "Redemption of Shares--Redemption of Shares
by Capital Builder Account and Broadcort Capital Account Subscribers--Manual
Redemptions".

Shareholders maintaining an account directly with the Transfer Agent may
redeem shares of the Money Fund directly by submitting a written notice by mail
directly to the Transfer Agent, Financial Data Services, Inc., Transfer Agency
Operations Department, P.O. Box 45290, Jacksonville, Florida 32232-5290.
Redemption requests which are sent by hand should be delivered to Financial
Data Services, Transfer Agency Operations Department, 4800 Deer Lake Drive
East, Jacksonville, Florida 32246-6484. Cash proceeds from the manual
redemption of Money Fund shares will be mailed to the shareholder at his
address of record. Redemption requests should not be sent to the Money Fund or
Merrill Lynch. If inadvertently sent to the Money Fund or Merrill Lynch such
redemption requests will be forwarded to the Transfer Agent. The notice
requires the signatures of all persons in whose name the shares are registered,
signed exactly as their names appear on their monthly statement. The
signature(s) on the redemption request must be guaranteed by an "eligible
guarantor institution" as such is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, the existence and validity of which may be verified by
the Transfer Agent through the use of industry publications. Notarized
signatures are not sufficient. In certain instances, additional documents such
as, but not limited to, trust instruments, death certificates, appointments as
executor or administrator, or certificates of corporate authority may be
required.

----------------

At various times the Money Fund may be requested to redeem shares in manual
or automatic redemptions with respect to which good payment for shares
purchased has not yet been received by Merrill Lynch or the selected dealer.
The Money Fund may delay, or cause to be delayed, the payment of the redemption
proceeds until such time as good payment has been collected for the purchase of
such shares. Normally, this delay will not exceed 10 days.

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<PAGE>

PORTFOLIO TRANSACTIONS

The money market securities in which the Money Fund invests are traded
primarily in the over-the-counter market. Where possible, the Money Fund will
deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
securities are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes. The cost of executing portfolio
transactions will primarily consist of dealer spreads and underwriting
commissions. Under the Investment Company Act, persons affiliated with the
Money Fund are prohibited from dealing with the Money Fund as a principal in
the purchase and sale of securities unless an exemptive order allowing such
transactions is obtained from the Securities and Exchange Commission.
Affiliated persons of the Money Fund may serve as its broker in over-the-
counter transactions conducted on an agency basis. The Securities and Exchange
Commission has issued an exemptive order permitting the Money Fund to conduct
certain principal transactions with Merrill Lynch Government Securities Inc.,
Merrill Lynch Money Markets Inc. and Merrill Lynch, subject to certain terms
and conditions. During the fiscal year ended February 28, 1994, the Money Fund
engaged in 36 transactions pursuant to such order aggregating approximately
$504.8 million.

ADDITIONAL INFORMATION

DIVIDENDS

Dividends are declared and reinvested daily in the form of additional shares
at net asset value. Shareholders will receive statements monthly as to such
reinvestments. Shareholders liquidating their holdings will receive upon
redemption all dividends declared and reinvested through the date of
redemption. Since the net income (including realized gains and losses on the
portfolio assets) is declared as a dividend in shares each time the net income
of the Money Fund is determined, the net asset value per share of the Money
Fund normally remains constant at $1.00 per share.

Net income (from the time of the immediate preceding determination thereof)
consists of (i) interest accrued and/or discount earned (including both
original issue and market discount), (ii) plus or minus all realized gains and
losses, if any, on portfolio securities, (iii) less amortization of premiums
and the estimated expenses of the Money Fund applicable to that dividend
period.

DETERMINATION OF NET ASSET VALUE

The net asset value of the Money Fund is determined by the Manager at 12
noon, New York time, on each day the New York Stock Exchange or New York banks
are open for business, immediately after the daily declaration of dividends.
The net asset value is determined pursuant to the "penny rounding" method by
adding the fair value of all securities and other assets in the portfolio,
deducting the portfolio's liabilities and dividing by the number of shares
outstanding. The result of this computation will be rounded to the nearest
whole cent. Securities with remaining maturities of greater than 60 days for
which market quotations are readily available will be valued at market value.
Securities with remaining maturities of 60 days or less will be valued on an
amortized cost basis, i.e. by valuing the instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. Other securities held by the Money Fund will be valued at their
fair value as determined in good faith by or under direction of the Board of
Trustees.

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<PAGE>

TAXES

The Money Fund intends to continue to qualify for the special tax treatment
afforded regulated investment companies ("RICs") under the Internal Revenue
Code of 1986, as amended (the "Code"). If it so qualifies, the Money Fund (but
not its shareholders) will not be subject to Federal income tax on the part of
its net ordinary income and net realized capital gains which it distributes to
shareholders. The Money Fund intends to distribute substantially all of such
income.

Dividends paid by the Money Fund from its ordinary income and distributions
of the Money Fund's net realized short-term capital gains (together referred to
hereafter as "ordinary income dividends") are taxable to shareholders as
ordinary income. Distributions made from the Money Fund's net realized long-
term capital gains ("capital gain dividends") are taxable to shareholders as
long-term capital gains, regardless of the length of time the shareholder has
owned Money Fund shares. Distributions in excess of the Money Fund's earnings
and profits will first reduce the adjusted tax basis of a holder's shares and,
after such adjusted tax basis is reduced to zero, will constitute capital gains
to such holder (assuming the shares are held as a capital asset).

Dividends are taxable to shareholders even though they are reinvested in
additional shares of the Money Fund. Not later than 60 days after the close of
its taxable year, the Money Fund will provide its shareholders with a written
notice designating the amounts of any ordinary income dividends or capital gain
dividends. Distributions by the Fund, whether from ordinary income or capital
gains, will not be eligible for the dividends received deduction allowed to
corporations under the Code. If the Money Fund pays a dividend in January which
was declared in the previous October, November or December to shareholders of
record on a specified date in one of such months, then such dividend will be
treated for tax purposes as being paid by the Money Fund and received by its
shareholders on December 31 of the year in which such dividend was declared.

If the value of assets held by the Money Fund declines, the Trustees may
authorize a reduction in the number of outstanding shares in shareholders'
accounts so as to preserve a net asset value of $1.00 per share. After such a
reduction, the basis of eliminated shares would be added to the basis of
shareholders' remaining Money Fund shares, and any shareholders disposing of
shares at that time may recognize a capital loss. Distributions, including
distributions reinvested in additional shares of the Money Fund, will
nonetheless be fully taxable, even if the number of shares in shareholders'
accounts has been reduced as described above.

Ordinary income dividends paid by the Money Fund to shareholders who are
nonresident aliens or foreign entities will be subject to a 30% United States
withholding tax under existing provisions of the Code applicable to foreign
individuals and entities unless a reduced rate of withholding or a withholding
exemption is provided under applicable treaty law. Nonresident shareholders are
urged to consult their own tax advisers concerning the applicability of the
United States withholding tax.

Dividends and interest received by the Money Fund may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes.

Under certain provisions of the Code, some taxpayers may be subject to a 31%
withholding tax on ordinary income dividends, capital gain dividends and
redemption payments ("backup withholding"). Generally, shareholders subject to
backup withholding will be those for whom no certified taxpayer identification
number is on file with the Money Fund or who, to the Money Fund's knowledge,
have

16
<PAGE>

furnished an incorrect number. When establishing an account, an investor must
certify under penalty of perjury that such number is correct and that such
investor is not otherwise subject to backup withholding.

A loss realized on a sale or exchange of shares of the Money Fund will be
disallowed if other Money Fund shares are acquired (whether through the
automatic reinvestment of dividends or otherwise) within a 61-day period
beginning 30 days before and ending 30 days after the date that the shares are
disposed of. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed loss.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect. For the
complete provisions, reference should be made to the pertinent Code sections
and the Treasury regulations promulgated thereunder. The Code and these
Treasury regulations are subject to change by legislative or administrative
action either prospectively or retroactively.

Ordinary income and capital gain dividends may also be subject to state and
local taxes. Certain states exempt from state income taxation dividends paid by
RICs which are derived from interest on U.S. Government obligations. State law
varies as to whether dividend income attributable to U.S. Government
obligations is exempt from state income tax.

Shareholders are urged to consult their own tax advisers regarding specific
questions as to Federal, foreign, state or local taxes. Foreign investors also
should consider applicable foreign taxes in their evaluation of an investment
in the Money Fund.

ORGANIZATION OF THE MONEY FUND

The Money Fund is an unincorporated business trust organized on March 29,
1983 under the laws of Massachusetts. It is a no-load, diversified, open-end
investment company. The Declaration of Trust permits the Trustees to issue an
unlimited number of full and fractional shares of a single class. Upon
liquidation of the Money Fund, shareholders are entitled to share pro rata in
the net assets of the Money Fund available for distribution to shareholders.
Shares are fully paid and non-assessable by the Money Fund.

Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held in the election of Trustees (to the extent
hereafter provided) and on other matters submitted to the vote of shareholders.
There will normally be no meetings of shareholders for the purpose of electing
Trustees unless and until such time as less than a majority of the Trustees
holding office have been elected by shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders may, in accordance with the terms of the Declaration of Trust,
cause a meeting of shareholders to be held for the purpose of voting on the
removal of Trustees. Except as set forth above, the Trustees shall continue to
hold office and may appoint successor Trustees.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be addressed to the Money Fund at the address or
telephone number set forth on the cover page of this Prospectus.

17
<PAGE>

REPORTS TO SHAREHOLDERS

The fiscal year of the Money Fund ends on the last day of February of each
year. The Money Fund will send to its shareholders at least semi-annually
reports showing its portfolio securities and other information. An annual
report containing financial statements audited by independent auditors is sent
to shareholders each year.

Only one copy of each shareholder report and certain shareholder
communications will be mailed to each identified shareholder regardless of the
number of accounts such shareholder has. If a shareholder wishes to receive
separate copies of each report and communication for each of the shareholder's
related accounts the shareholder should notify in writing:

Financial Data Services, Inc.

Attn: Client Services
P.O. Box 45290
Jacksonville, FL 32232-5290

The written notification should include the shareholder's name, address, tax
identification number and Merrill Lynch and/or mutual fund account numbers. If
you have any questions regarding this please call your Merrill Lynch Financial
Consultant or Financial Data Services, Inc. at 800-221-7210.

----------------

The Capital Builder Account is also marketed by Merrill Lynch under the
registered trademark "CBA".

The Declaration of Trust establishing the Money Fund, as amended (the
"Declaration"), is on file in the office of the Secretary of the Commonwealth
of Massachusetts. The Declaration provides that the name "CBA Money Fund"
refers to the Trustees under the Declaration collectively as Trustees, but not
as individuals or personally; and no Trustee, shareholder, officer, employee or
agent of the Money Fund shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim or otherwise in connection with the affairs of said Money Fund but the
Trust Property only shall be liable.

18
<PAGE>

Manager

Fund Asset Management, L.P.

Administrative Offices:
800 Scudders Mill Road
Plainsboro, New Jersey
Mailing Address:
Box 9011
Princeton, New Jersey 08543-
9011

Distributors
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
North Tower
World Financial Center
250 Vesey Street
New York, New York 10281
Broadcort Capital Corp.
100 Church Street
New York, New York 10007

Custodian
State Street Bank and Trust
Company
P.O. Box 1713
Boston, Massachusetts 02101

Transfer Agent
Financial Data Services, Inc.
Administrative Offices:
Transfer Agency Operations
Department
4800 Deer Lake Drive East
Jacksonville, Florida 32246-
6484
Mailing Address:
P.O. Box 45290 Jacksonville,
Florida 32232-5290

Independent Auditors
Deloitte & Touche
117 Campus Drive
Princeton, New Jersey 08540

Counsel
Brown & Wood
One World Trade Center
New York, New York 10048-0557
<PAGE>

LOGO Merrill Lynch

LOGO CBA (R)
MONEY FUND

LOGO CBA (R) PROSPECTUS

- --------------------------------------------------------------------------------

Shares of the LOGO CBA (R)
Money Fund are
offered to
participants
in the Capital
BuilderSM
Account
service of
Merrill Lynch,
Pierce, Fenner
& Smith
Incorporated,
to
participants
in the
Broadcort
Capital
Account
service of
Broadcort
Capital Corp.
and to
investors
maintaining
accounts
directly with
the Transfer
Agent.
Investors
should be
aware that the
Accounts are
not bank
accounts and
that a
shareholder's
investment in
the Money Fund
is not insured
by any
governmental
agency. As
with any
investment in
securities,
the value of a
shareholder's
investment in
the Money Fund
may fluctuate.

Principal Office of the
Money Fund
800 Scudders Mill Road
Plainsboro, New Jersey

Mailing Address:
Box 9011
Princeton, New Jersey
08543-9011

Code #10126-0694 June 29, 1994
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
CBA MONEY FUND
BOX 9011, PRINCETON, NEW JERSEY 08543-9011 . PHONE NO. (609) 282-2800

----------------

CBA Money Fund (the "Money Fund") is a no-load money market fund whose shares
are offered to subscribers to the Capital Builder Account service of Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), to subscribers to
the Broadcort Capital Account service of Broadcort Capital Corp. ("Broadcort")
and to investors maintaining accounts directly with the Money Fund's Transfer
Agent. A Capital Builder Account and a Broadcort Capital Account each consist
of a conventional securities cash or margin account ("Securities Account")
maintained at Merrill Lynch or Broadcort, respectively, which is presently
linked to the Money Fund and to a Visa card/check account ("Visa Account").

Merrill Lynch charges an annual program participation fee (presently $65) for
the Capital Builder Account service. Broadcort charges an annual fee (presently
$75) for the Broadcort Capital Account service. Information with respect to the
respective programs is set forth in the description of such programs or
accompanying material furnished to all Account subscribers. Merrill Lynch and
Broadcort reserve the right to change the respective fees at any time.

----------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objectives and Policies.. 2
Management of the Money Fund........ 5
Trustees and Officers.............. 5
Management and Advisory Arrange-
ments............................. 6
Purchase and Redemption of Shares... 8
Portfolio Transactions.............. 10
Determination of Net Asset Value.... 11
Yield Information................... 12
Taxes............................... 13
Federal............................ 13
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information........... 14
Description of Shares........ 14
Custodian.................... 15
Transfer Agent............... 15
Independent Auditors......... 15
Legal Counsel................ 15
Reports to Shareholders...... 16
Additional Information....... 16
Appendix...................... 17
Independent Auditors' Report.. 19
Financial Statements.......... 20
</TABLE>

----------------

This Statement of Additional Information of the Money Fund is not a
prospectus and should be read in conjunction with the Prospectus of the Money
Fund, dated June 29, 1994 (the "Prospectus"), which has been filed with the
Securities and Exchange Commission and can be obtained without charge by
calling or by writing to the Money Fund at the above telephone number or
address. This Statement of Additional Information has been incorporated by
reference into the Prospectus.

The date of this Statement of Additional Information is June 29, 1994.
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Money Fund is a no-load money market fund whose shares are offered to
subscribers to the Capital Builder Account service of Merrill Lynch, to
subscribers to the Broadcort Capital Account service of Broadcort and to
investors maintaining accounts directly with the Money Fund's Transfer Agent.
Reference is made to "Investment Objectives and Policies" in the Prospectus for
a discussion of the investment objectives and policies of the Money Fund.

As discussed in the Prospectus, the Money Fund may invest in money market
securities pursuant to repurchase agreements. Repurchase agreements may be
entered into only with a member bank of the Federal Reserve System or a primary
dealer in U.S. Government securities or an affiliate thereof. Under such
agreements, the bank or primary dealer agrees, on entering into the contract,
to repurchase the security at a mutually agreed upon time and price, thereby
determining the yield during the term of the agreement. This results in a fixed
rate of return insulated from market fluctuations during such period. Such
agreements usually cover short periods, such as under a week. The Money Fund
will require the seller to provide additional collateral if the market value of
the securities falls below the repurchase price at any time during the term of
the repurchase agreement. In the event of a default by the seller, the Money
Fund ordinarily will retain ownership of the securities underlying the
repurchase agreement, and instead of a contractually fixed rate of return, the
rate of return to the Money Fund shall be dependent upon intervening
fluctuations of the market value of such securities and the accrued interest on
the securities. In such event, the Money Fund would have rights against the
seller for breach of contract with respect to any losses arising from market
fluctuations following the failure of the seller to perform. In certain
circumstances, repurchase agreements may be construed to be collateralized
loans by the purchaser to the seller secured by the securities transferred to
the purchaser. In the event of default by the seller under a repurchase
agreement construed to be a collateralized loan, the underlying securities are
not owned by the Money Fund but only constitute collateral for the seller's
obligation to pay the repurchase price. Therefore, the Money Fund may suffer
time delays and incur costs or possible losses in connection with the
disposition of the collateral. From time to time the Money Fund also may invest
in money market securities pursuant to purchase and sale contracts. While
purchase and sale contracts are similar to repurchase agreements, purchase and
sale contracts are structured so as to be in substance more like a purchase and
sale of the underlying security than is the case with repurchase agreements.

Also, as discussed in the Prospectus, the Money Fund may invest in
obligations issued by commercial and savings banks and savings and loan
associations. The obligations of commercial banks may be issued by U.S. banks,
foreign branches of U.S. banks ("Eurodollar" obligations) or U.S. branches of
foreign banks ("Yankeedollar" obligations). In addition, the Money Fund may
also invest in U.S. dollar-denominated obligations of foreign depository
institutions and their subsidiaries. Eurodollar and Yankeedollar obligations
and obligations of foreign depository institutions may be general obligations
of the parent bank or may be limited to the issuing branch by the terms of the
specific obligation or by government regulation. The Money Fund may also invest
in U.S. dollar-denominated commercial paper and other short-term obligations
issued by foreign entities. Such investments are subject to quality standards
similar to those applicable to investments in comparable obligations of
domestic issuers.

2
<PAGE>

Eurodollar and Yankeedollar obligations, as well as obligations of foreign
depository institutions and short-term obligations issued by other foreign
entities, involve additional investment risks from the risks of obligations of
U.S. issuers. Such investment risks include adverse political and economic
developments, the possible imposition of withholding taxes on interest income
payable on such obligations, the possible seizure or nationalization of foreign
deposits and the possible establishment of exchange controls or other foreign
governmental laws or restrictions which might adversely affect the payment of
principal and interest. Generally the issuers of such obligations are subject
to few or none of the U.S. regulatory requirements applicable to U.S. issuers.
Foreign branches of U.S. banks may be subject to less stringent reserve
requirements than U.S. banks. U.S. branches of foreign banks are subject to the
reserve requirements of the states in which they are located. There may be less
publicly available information about a U.S. branch or subsidiary of a foreign
bank or other issuer than about a U.S. bank or other issuer, and such entities
may not be subject to the same accounting, auditing and financial record
keeping standards and requirements as U.S. issuers. Evidence of ownership of
Eurodollar and foreign obligations may be held outside of the United States,
and the Money Fund may be subject to the risks associated with the holding of
such property overseas. Eurodollar and foreign obligations of the Money Fund
held overseas will be held by foreign branches of the Money Fund's custodian or
by other U.S. or foreign banks under subcustodian arrangements complying with
the requirements of the Investment Company Act of 1940, as amended (the
"Investment Company Act").

The manager of the Money Fund, Fund Asset Management, L.P. (the "Manager"),
will carefully consider the above factors in making investments in Eurodollar
obligations, Yankeedollar obligations of foreign depository institutions and
other foreign short-term obligations and will not knowingly purchase
obligations which, at the time of purchase, are subject to exchange controls or
withholding taxes. Generally, the Money Fund will limit its Yankeedollar
investments to obligations of banks organized in Canada, France, Germany,
Japan, the Netherlands, Switzerland, the United Kingdom and other western
industrialized nations.

The Money Fund's investments in short-term corporate, partnership and trust
debt and bank money instruments will be rated, or will be issued by issuers who
have been rated, in one of the two highest rating categories for short-term
debt obligations by a nationally recognized statistical rating organization (an
"NRSRO") or, if not rated, will be of comparable quality as determined by the
Trustees of the Money Fund. The Money Fund's investments in corporate,
partnership and trust bonds and debentures (which must have maturities at the
date of purchase of 397 days (13 months) or less) will be in issuers who have
received from an NRSRO a rating with respect to a class of short-term debt
obligations that is comparable in priority and security with the investment in
one of the two highest rating categories for short-term obligations or if not
rated, will be of comparable quality as determined by the Trustees of the Money
Fund. Currently, there are six NRSROs: Duff & Phelps Corporation, Fitch
Investors Service, Inc., IBCA Limited and its affiliate IBCA Inc., Thompson
BankWatch, Inc., Moody's Investors Service, Inc. and Standard & Poor's
Corporation. See "Appendix--Description of Commercial Paper, Bank Money
Instruments and Corporate Bond Ratings".

In addition to the investment restrictions set forth in the Prospectus, the
Money Fund has adopted the following restrictions and policies relating to the
investment of its assets and its activities, which are fundamental policies and
may not be changed without the approval of the holders of a majority of the
Money Fund's outstanding voting securities (which for this purpose means the
lesser of (i) 67% of the shares represented at a meeting at which more than 50%
of the outstanding shares are represented or (ii) more than

3
<PAGE>

50% of the outstanding shares). The Money Fund may not (1) make investments for
the purpose of exercising control or management; (2) underwrite securities
issued by other persons; (3) purchase securities of other investment companies,
except in connection with a merger, consolidation, acquisition or
reorganization; (4) purchase or sell real estate (other than money market
securities secured by real estate or interests therein or money market
securities issued by companies which invest in real estate or interests
therein), commodities or commodity contracts, interests in oil, gas or other
mineral exploration or development programs; (5) purchase any securities on
margin, except for the use of short-term credit necessary for clearance of
purchase and sales of portfolio securities; (6) make short sales of securities
or maintain a short position or write, purchase or sell puts, calls, straddles,
spreads or combinations thereof; (7) make loans to other persons, provided that
the Money Fund may purchase money market securities or enter into repurchase
agreements or purchase and sale contracts and lend securities owned or held by
it pursuant to (8) below; (8) lend its portfolio securities in excess of 33
1/3% of its total assets, taken at market value, provided that such loans are
made according to the guidelines set forth below; (9) borrow amounts in excess
of 20% of its total assets, taken at market value (including the amount
borrowed), and then only from banks as a temporary measure for extraordinary or
emergency purposes (the borrowing provisions shall not apply to reverse
repurchase agreements) [Usually only "leveraged" investment companies may
borrow in excess of 5% of their assets; however, the Money Fund will not borrow
to increase income but only to meet redemption requests which might otherwise
require untimely dispositions of portfolio securities. The Money Fund will not
purchase securities while borrowings are outstanding. Interest paid on such
borrowing will reduce net income.]; (10) mortgage, pledge, hypothecate or in
any manner transfer (except as provided in (8) above) as security for
indebtedness any securities owned or held by the Money Fund except as may be
necessary in connection with borrowings referred to in investment restriction
(9) above, and then such mortgaging, pledging or hypothecating may not exceed
10% of the Money Fund's net assets, taken at market value; (11) invest in
securities with legal or contractual restrictions on resale (except for
repurchase agreements) or for which no readily available market exists if,
regarding all such securities, more than 10% of its total assets (taken at
market value) would be invested in such securities; (12) invest in securities
of issuers (other than U.S. Government agency securities) having a record,
together with predecessors, of less than three years of continuous operation
if, regarding all such securities, more than 5% of its total assets (taken at
market value) would be invested in such securities; (13) invest in securities
or investments referred to in investment restriction (11) above and investment
restriction (5) in the Prospectus if, regarding all such securities and
investments, more than 10% of the Money Fund's total assets (taken at market
value) would be invested in such securities or investments; (14) enter into
reverse repurchase agreements if, as a result thereof, the Money Fund's
obligations with respect to reverse repurchase agreements would exceed one-
third of its net assets (defined to be total assets, taken at market value,
less liabilities other than reverse repurchase agreements); and (15) purchase
or retain the securities of any issuer, if those individual officers and
Trustees of the Money Fund, Merrill Lynch Asset Management, L.P. ("MLAM") or
any subsidiary thereof each owning beneficially more than 1/2 of 1% of the
securities of such issuer own in the aggregate more than 5% of the securities
of the issuer.

Lending of Portfolio Securities. Subject to investment restriction (8) above,
the Money Fund may from time to time lend securities from its portfolio to
brokers, dealers and financial institutions and receive collateral in cash or
securities issued or guaranteed by the U.S. Government which will be maintained
at all times in an amount equal to at least 100% of the current market value of
the loaned securities. Such cash

4
<PAGE>

collateral will be invested in short-term securities, the income from which
will increase the return to the Money Fund. Such loans will be terminable at
any time. The Money Fund will have the right to regain record ownership of
loaned securities to exercise beneficial rights and may do so when deemed
appropriate. The Money Fund may pay reasonable fees in connection with the
arranging of such loans.

MANAGEMENT OF THE MONEY FUND

TRUSTEES AND OFFICERS

The Trustees and executive officers of the Money Fund and their principal
occupations for at least the last five years are set forth below. Unless
otherwise noted, the address of each Trustee and executive officer is Box 9011,
Princeton, New Jersey 08543-9011.

Arthur Zeikel--President and Trustee (1)(2)--President and Chief Investment
Officer of Fund Asset Management, L.P. (the "Manager") and its predecessor
since 1977; President of MLAM and its predecessor since 1977 and Chief
Investment Officer since 1976; President and Director of Princeton Services,
Inc. ("Princeton Services") since 1993; Executive Vice President of Merrill
Lynch & Co., Inc. ("ML & Co.") since 1990; Executive Vice President of Merrill
Lynch since 1990 and Senior Vice President from 1985 to 1990; Director of
Merrill Lynch Funds Distributor, Inc. ("MLFD").

Ronald W. Forbes--Trustee (2)--1400 Washington Avenue, Albany, New York
12222. Professor of Finance, School of Business, State University of New York
at Albany, since 1989, Associate Professor prior thereto; Member, Task Force on
Municipal Securities Markets, Twentieth Century Fund.

Cynthia A. Montgomery--Trustee (2)--Harvard Business School, Soldiers Field
Road, Boston, Massachusetts 20163. Professor, Harvard Business School since
1989; Associate Professor, J.L. Kellogg Graduate School of Management,
Northwestern University from 1985 to 1989; Assistant Professor, Graduate School
of Business Administration, the University of Michigan from 1979 to 1985;
Director, UNUM Corporation.

Charles C. Reilly--Trustee (2)--9 Hampton Harbor Road, Hampton Bays, NY
11946. President and Chief Investment Officer of Verus Capital, Inc. from 1979
to 1990; Senior Vice President of Arnhold and S. Bleichroeder, Inc. from 1973
to 1990; Adjunct Professor, Columbia University Graduate School of Business
since 1990; Adjunct Professor, Wharton School, University of Pennsylvania,
1990; Director, Harvard Business School Alumni Association.

Kevin A. Ryan--Trustee (2)--127 Commonwealth Avenue, Chestnut Hill,
Massachusetts 02167. Founder, current Director and Professor of the Boston
University Center for the Advancement of Ethics & Character; Professor of
Education at Boston University from 1982 until 1994; Formerly taught on the
faculties of the University of Chicago, Stanford University and The Ohio State
University.

Richard R. West--Trustee (2)--482 Tepi Drive, Southbury, Connecticut 06488.
Professor of Finance since 1984, and Dean from 1984 to 1993, New York
University Leonard N. Stern School of Business Administration; Professor of
Finance from 1976 to 1984 and Dean from 1976 to 1983 at the Amos Tuck School of
Business Administration; Director, Vornado, Inc. (real estate investment
trust), Smith Corona Corporation (manufacturer of typewriters and word
processors), Re Capital Corp. (reinsurance holding company), Alexander's Inc.
(retailer) and Bowne & Co., Inc. (financial printer).

5
<PAGE>

Terry K. Glenn--Executive Vice President (1)(2)--Executive Vice President of
the Manager and MLAM and their predecessors since 1983 and Director since 1991;
Executive Vice President and Director of Princeton Services since 1993;
President of MLFD since 1986 and Director since 1991; President of Princeton
Administrators.

Joseph T. Monagle, Jr.--Vice President (1)(2)--Senior Vice President of the
Manager and MLAM and their predecessors since 1990; Vice President of MLAM from
1978 to 1990; Senior Vice President of Princeton Services.

Donald C. Burke--Vice President (1)(2)--Vice President and Director of
Taxation of the Manager and its predecessor since 1990; employee of Deloitte &
Touche from 1982 to 1990.

Carlo J. Giannini--Vice President (1)(2)--Vice President of MLAM and its
predecessor since 1981.

Kevin J. McKenna--Vice President (1)(2)--Vice President of MLAM and its
predecessor since 1985.

Gerald M. Richard--Treasurer (1)(2)--Senior Vice President and Treasurer of
the Manager and MLAM and their predecessors since 1984; Senior Vice President
and Treasurer of Princeton Services since 1993; Vice President of MLFD since
1981 and Treasurer since 1984.

Robert Harris--Secretary (1)(2)-- Vice President of MLAM and its predecessor
since 1984 and attorney associated with the Manager and its predecessor since
1980; Secretary of MLFD since 1982.

- --------

(1) Interested person, as defined in the Investment Company Act, of the Money
Fund.
(2) Such Trustee or officer is a director or officer of certain other
investment companies for which the Manager or MLAM acts as investment
adviser.

At June 15, 1994, the Trustees and officers of the Money Fund as a group (13
persons) owned an aggregate of less than 1/4 of 1% of the outstanding Common
Stock of Merrill Lynch & Co., Inc.

Pursuant to the terms of its management agreement with the Money Fund (the
"Management Agreement"), the Manager pays all compensation of officers and
employees of the Money Fund as well as the fees of all Trustees of the Money
Fund who are affiliated persons of ML & Co. or its subsidiaries. The Money Fund
pays each unaffiliated Trustee a fee of $3,000 per year plus $800 per meeting
attended; the Money Fund also pays an annual fee of $1,500 to members of its
audit committee and pays all Trustees' actual out-of-pocket expenses relating
to attendance at meetings. Fees and expenses paid to the unaffiliated Trustees
aggregated $24,314 for the year ended February 28, 1994.

MANAGEMENT AND ADVISORY ARRANGEMENTS

Reference is made to "Management of the Money Fund--Management and Advisory
Arrangements" in the Prospectus for certain information concerning the
management and advisory arrangements of the Money Fund.

Subject to the direction of the Board of Trustees, the Manager performs, or
arranges for affiliates to perform, pursuant to the Management Agreement the
management and administrative services necessary for the operation of the Money
Fund. The Manager and its affiliates will provide a variety of administrative
and operational services to shareholders of the Money Fund, including
processing services related to the purchase and redemption of shares and the
general handling of shareholder relations. The Manager is responsible for the
actual management of the Money Fund's portfolio and constantly reviews the
Money Fund's holdings in

6
<PAGE>

light of its own research analysis and that from other relevant sources. The
responsibility for making decisions to buy, sell or hold a particular security
rests with the Manager, subject to review by the Trustees. The Manager provides
the Money Fund with office space, equipment and facilities and such other
services as the Manager, subject to supervision and review by the Trustees,
shall from time to time determine to be necessary to perform its obligations
under the Management Agreement.

Securities held by the Money Fund may also be held by, or be appropriate
investments for, other funds or clients (collectively referred to as "clients")
for which the Manager or MLAM acts as an investment adviser. Because of
different investment objectives or other factors, a particular security may be
bought for one or more clients when one or more clients are selling the
security. If purchases or sales of securities for the Money Fund or other
clients arise for consideration at or about the same time, transactions in such
securities will be made, insofar as feasible, for the respective clients in a
manner deemed equitable to all by the Manager or MLAM. To the extent that
transactions on behalf of more than one client of the Manager or MLAM during
the same period may increase the demand for securities being purchased or the
supply of securities being sold, there may be an adverse effect on price.

The Manager presently receives a fee from the Money Fund at the end of each
month at the annual rate of 0.50% of the first $500 million of average daily
net assets of the Money Fund, 0.425% of average daily net assets in excess of
$500 million but not exceeding $1 billion, and 0.375% of average daily net
assets in excess of $1 billion. For the fiscal years ended February 29, 1992,
February 28, 1993 and February 28, 1994, the total management fee payable by
the Money Fund to the Manager was $5,090,715, $5,474,676 and $5,480,451,
respectively.

In the interest of minimizing the expenses of the Money Fund, the Manager has
agreed voluntarily to assume a portion of the expenses of the Money Fund. The
Manager may discontinue or reduce such assumption of expenses at any time
without notice. During the fiscal years ended February 29, 1992, February 28,
1993 and February 28, 1994, the Manager paid $562,147, $523,052 and $490,737,
respectively, to the Money Fund pursuant to such arrangement.

The State of California imposes limitations on the operating expenses of the
Money Fund. This annual expense limitation requires that the Manager reimburse
the Money Fund in any amount necessary to prevent such operating expenses
(excluding interest, taxes, distribution fees, brokerage fees and commissions
and extraordinary charges such as litigation costs) of the Money Fund from
exceeding in any fiscal year 2.5% of the Money Fund's first $30 million of
average daily net assets, 2.0% of the next $70 million of average daily net
assets and 1.5% of the remaining average daily net assets. No fee payment will
be made to the Manager during the year which will cause such expenses to exceed
the pro rata expense limitation at the time of such payment.

The Management Agreement obligates the Manager to provide advisory,
administrative and management services, to furnish office space and facilities
for management of the affairs of the Money Fund, to pay all compensation of and
furnish office space for officers and employees of the Money Fund, as well as
the fees of all Trustees of the Money Fund who are affiliated persons of ML&Co.
or any of its subsidiaries. The Money Fund pays all other expenses incurred in
its operations, including, among other things,

7
<PAGE>

organizational expenses, taxes, expenses for legal and auditing services, costs
of printing proxies, shareholder reports, prospectuses and statements of
additional information (except to the extent paid by the distributors), charges
of the custodian and transfer agent, expenses of redemption of shares,
Securities and Exchange Commission fees, expenses of registering the shares
under Federal and state securities laws, fees, and expenses of unaffiliated
Trustees, accounting and pricing costs (including the daily calculation of net
asset value), insurance, interest, expenses of portfolio transactions,
litigation and other extraordinary or nonrecurring expenses, and other expenses
properly payable by the Money Fund. Accounting services are provided to the
Money Fund by the Manager and the Money Fund reimburses the Manager for its
costs in connection with such services. Merrill Lynch and Broadcort will also
pay for other supplementary sales literature.

For information as to the distribution fee paid by the Money Fund to Merrill
Lynch and Broadcort pursuant to the Distribution Agreement, see "Purchase and
Redemption of Shares".

Duration and Termination. Unless earlier terminated as described below, the
Management Agreement will continue in effect from year to year if approved
annually (a) by the Trustees of the Money Fund or by a majority of the
outstanding shares of the Money Fund and (b) by a majority of the Trustees who
are not parties to such contract or interested persons (as defined in the
Investment Company Act) of any such party. Such agreement terminates upon
assignment and may be terminated without penalty on 60 days' written notice at
the option of either party thereto or by the vote of the shareholders of the
Money Fund.

PURCHASE AND REDEMPTION OF SHARES

Reference is made to "Purchase of Shares" and "Redemption of Shares" in the
Prospectus for certain information as to the purchase and redemption of Money
Fund shares.

The Money Fund has entered into a distribution agreement with Merrill Lynch
and Broadcort as the distributors (the "Distribution Agreement"). The
Distribution Agreement obligates Merrill Lynch and Broadcort to pay certain
expenses in connection with the offering of the shares of the Money Fund. After
the prospectuses, statements of additional information and periodic reports
have been prepared, set in type and mailed to shareholders, Merrill Lynch and
Broadcort will pay for the printing and distribution of copies thereof used in
connection with the offering to investors. Merrill Lynch and Broadcort will
also pay for other supplementary sales literature and advertising costs. The
Distribution Agreement is subject to the same renewal requirements and
termination provisions as the Management Agreement described above.

The Money Fund has also adopted a Distribution and Shareholder Servicing Plan
in compliance with Rule 12b-1 under the Investment Company Act (the
"Distribution Plan") pursuant to which Merrill Lynch and Broadcort receive a
distribution fee under the Distribution Agreement from the Money Fund at the
end of each month at the annual rate of 0.125% of average daily net assets of
the Money Fund attributable to subscribers to the respective Capital Builder
Account and Broadcort Capital Account programs, to investors maintaining
securities accounts at Merrill Lynch or at firms which use the clearing
facilities of Broadcort who are not subscribers to such programs and to
investors maintaining accounts directly with the

8
<PAGE>

Transfer Agent, except that the value of Money Fund shares in accounts
maintained directly with the Transfer Agent which are not serviced by Merrill
Lynch financial consultants will be excluded. The Distribution Plan reimburses
Merrill Lynch and Broadcort only for actual expenses incurred in the fiscal
year in which the fee is paid. The Merrill Lynch distribution fee is to
compensate Merrill Lynch financial consultants and other directly involved
Merrill Lynch personnel for selling shares of the Money Fund and for providing
direct personal services to shareholders. The Broadcort distribution fee is to
compensate selected dealers for activities and services related to the sale,
promotion and marketing of shares of the Money Fund. The distribution fee is
not compensation for the administrative and operational services rendered to
the shareholders by Merrill Lynch which are covered by the Management Agreement
(see "Management of the Money Fund -- Management and Advisory Arrangements")
between the Money Fund and the Manager. For the fiscal years ended February 29,
1992, February 28, 1993 and February 28, 1994, $1,370,230, $1,500,273 and
$1,500,403, respectively, were paid to Merrill Lynch and Broadcort pursuant to
the Distribution Plan. All of the amounts expended for the fiscal years ended
February 29, 1992, February 28, 1993 and February 28, 1994 were allocated to
Merrill Lynch and Broadcort personnel and to related administrative costs.

The payment of the distribution fee under the Distribution Agreement is
subject to the provisions of the Distribution Plan and Rule 12b-1. Among other
things, the Distribution Plan provides that Merrill Lynch and Broadcort shall
each provide and the Trustees of the Money Fund shall review quarterly reports
regarding the payment of the respective distribution fees during such period.
In their consideration of the Distribution Plan, the Trustees must consider all
factors they deem relevant, including information as to the benefits of the
Distribution Plan to the Money Fund and its shareholders. The Distribution Plan
further provides that, so long as the Distribution Plan remains in effect, the
selection and nomination of Trustees of the Money Fund who are not "interested
persons" of the Money Fund as defined in the Investment Company Act
("Independent Trustees") shall be committed to the discretion of the
Independent Trustees then in office. The Distribution Plan can be terminated at
any time, without penalty, by the vote of a majority of the Independent
Trustees or by the vote of the holders of a majority of the outstanding voting
securities of the Money Fund. Finally, the Distribution Plan cannot be amended
to increase materially the amount to be spent by the Money Fund thereunder
without shareholder approval, and all material amendments are required to be
approved by vote of the Trustees of the Money Fund, including a majority of the
Independent Trustees, cast in person at a meeting called for that purpose.

The right to receive payment with respect to any redemption of Money Fund
shares may be suspended by the Money Fund for a period of up to seven days.
Suspensions of more than seven days may not be made except (1) for any period
(A) during which the New York Stock Exchange is closed other than customary
weekend and holiday closings or (B) during which trading on the New York Stock
Exchange is restricted; (2) for any period during which an emergency exists as
a result of which (a) disposal by the Money Fund of securities owned by it is
not reasonably practicable or (b) it is not reasonably practicable for the
Money Fund fairly to determine the value of its net assets; or (3) for such
other periods as the Securities and Exchange Commission may by order permit for
the protection of security holders of the Money Fund. The Commission shall by
rules and regulations determine the conditions under which (i) trading shall be
deemed to be restricted and (ii) an emergency shall be deemed to exist within
the meaning of clause (2) above.

9
<PAGE>

PORTFOLIO TRANSACTIONS

The Money Fund has no obligation to deal with any dealer or group of dealers
in the execution of transactions in portfolio securities. Subject to policy
established by the Trustees and officers of the Money Fund, the Manager is
primarily responsible for the Money Fund's portfolio decisions and the placing
of the Money Fund's portfolio transactions. In placing orders, it is the policy
of the Money Fund to obtain the best net results taking into account such
factors as price (including the applicable dealer spread), the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities, and the firm's risk in positioning the securities
involved. While the Manager generally seeks reasonably competitive spreads or
commissions, the Money Fund will not necessarily be paying the lowest spread or
commission available. The Money Fund's policy of investing in securities with
short maturities will result in high portfolio turnover.

The money market securities in which the Money Fund invests are traded
primarily in the over-the-counter market. Bonds and debentures are usually
traded over-the-counter, but may be traded on an exchange. Where possible, the
Money Fund will deal directly with the dealers who make a market in the
securities involved except in those circumstances where better prices and
execution are available elsewhere. Such dealers usually are acting as principal
for their own accounts. On occasion, securities may be purchased directly from
the issuer. The money market securities in which the Money Fund invests are
generally traded on a net basis and do not normally involve either brokerage
commissions or transfer taxes. The cost of executing portfolio securities
transactions of the Money Fund will primarily consist of dealer spreads and
underwriting commissions. Under the Investment Company Act, persons affiliated
with the Money Fund are prohibited from dealing with the Money Fund as a
principal in the purchase and sale of securities unless a permissive order
allowing such transactions is obtained from the Securities and Exchange
Commission. Since over-the-counter transactions are usually principal
transactions, affiliated persons of the Money Fund may not serve the Money Fund
as dealer in connection with such transactions, except pursuant to the
permissive order described below. However, affiliated persons of the Money Fund
may serve as its broker in over-the-counter transactions conducted on an agency
basis. The Money Fund may not purchase securities from any underwriting
syndicate of which Merrill Lynch is a member, except in accordance with
applicable rules under the Investment Company Act.

The Securities and Exchange Commission has issued an exemptive order
permitting all Merrill Lynch-sponsored money market funds, including the Money
Fund, to conduct principal transactions with Merrill Lynch Government
Securities Inc. ("GSI") in U.S. Government and U.S. Government agency
securities, with Merrill Lynch Money Markets Inc. ("MMI") in certificates of
deposit and other short-term bank money instruments and commercial paper and
with Merrill Lynch in fixed income securities including medium-term notes. This
order contains a number of conditions, including conditions designed to insure
that the price to the Money Fund from GSI, MMI or Merrill Lynch is at least as
favorable as that available from other sources. GSI, MMI and Merrill Lynch have
informed the Money Fund that they will in no way, at any time, attempt to
influence or control the activities of the Money Fund or the Manager in placing
such principal transactions. The permissive order allows GSI, MMI or Merrill
Lynch to receive a dealer spread on any transaction with the Money Fund no
greater than its customary dealer spread for transactions of the type involved.
Generally such spreads do not exceed 0.25% of the principal amount of the
securities involved. During the fiscal years ended February 29, 1992, February
28, 1993 and February 28, 1994, the Money Fund engaged in 31, 50 and 36 such
transactions, respectively, aggregating approximately $421 million, $622.2
million and $504.8 million, respectively.

10
<PAGE>

The Trustees of the Money Fund have considered the possibilities of
recapturing for the benefit of the Money Fund expenses of possible portfolio
transactions, such as dealer spreads and underwriting commissions, by
conducting such portfolio transactions through affiliated entities, including
GSI, MMI and Merrill Lynch. For example, dealer spreads received by GSI, MMI or
Merrill Lynch on transactions conducted pursuant to the permissive order
described above could be offset against the management fee payable by the Money
Fund to the Manager. After considering all factors deemed relevant, the
Trustees made a determination not to seek such recapture. The Trustees will
reconsider this matter from time to time. The Manager has arranged for the
Custodian to receive any tender offer solicitation fees on behalf of the Money
Fund payable with respect to portfolio securities of the Money Fund.

The Money Fund does not expect to use one particular dealer, but, subject to
obtaining the best price and execution, dealers who provide supplemental
investment research (such as information concerning money market securities,
economic data and market forecasts) to the Manager may receive orders for
transactions of the Money Fund. Information so received will be in addition to
and not in lieu of the services required to be performed by the Manager under
its Management Agreement and the expenses of the Manager will not necessarily
be reduced as a result of the receipt of such supplemental information.

DETERMINATION OF NET ASSET VALUE

The net asset value of the Money Fund is determined by the Manager at 12
noon, New York time, on each day the New York Stock Exchange or New York banks
are open for business, immediately after the daily declaration of dividends. As
a result of this procedure, the net asset value is determined each day except
for days on which both the New York Stock Exchange and New York banks are
closed. Both the New York Stock Exchange and New York banks are closed for New
Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value is determined under the
"penny rounding" method by adding the value of all securities and other assets
in the portfolio, deducting the portfolio's liabilities, dividing by the number
of shares outstanding and rounding the result to the nearest whole cent.

The Money Fund values its portfolio securities with remaining maturities of
60 days or less on an amortized cost basis and values its securities with
remaining maturities of greater than 60 days for which market quotations are
readily available at market value. Other securities held by the Money Fund are
valued at their fair value as determined in good faith by or under the
direction of the Board of Trustees.

In accordance with the Securities and Exchange Commission rule applicable to
the valuation of its portfolio securities, the Money Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less and will purchase
instruments having remaining maturities of not more than 397 days (13 months),
with the exception of U.S. Government and U.S. Government agency securities,
which may have remaining maturities of up to 762 days (twenty-five months). The
Money Fund will invest only in securities determined by the Trustees to be of
high quality with minimal credit risks. In addition, the Trustees have
established procedures designed to stabilize, to the extent reasonably
possible, the Money Fund's price per share as computed for the purpose of sales
and redemptions at $1.00. Deviations of more than an insignificant amount
between the net asset value calculated using market quotations and that
calculated on a "penny rounded"

11
<PAGE>

basis will be reported to the Trustees by the Manager. In the event the
Trustees determine that a deviation exists which may result in material
dilution or other unfair results to investors or existing shareholders, the
Money Fund will take such corrective action as it regards as necessary and
appropriate, including the reduction of the number of outstanding shares of the
Money Fund by having each shareholder proportionately contribute shares to the
Money Fund's capital; the sale of portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends; or establishing a net asset value per share solely by
using available market quotations. If the number of outstanding shares is
reduced in order to maintain a constant net asset value of $1.00 per share, the
shareholders will contribute proportionately to the Money Fund's capital the
number of shares which represent the difference between the "penny rounded"
valuation and market valuation of the portfolio. Each shareholder will be
deemed to have agreed to such contribution by such shareholder's investment in
the Money Fund.

Since the net income of the Money Fund is determined and declared as a
dividend immediately prior to each time the net asset value of the Money Fund
is determined, the net asset value per share of the Money Fund normally remains
at $1.00 per share immediately after each such dividend declaration. Any
increase in the value of a shareholder's investment in the Money Fund,
representing the reinvestment of dividend income, is reflected by an increase
in the number of shares in the account and any decrease in the value of a
shareholder's investment may be reflected by a decrease in the number of shares
in the account. See "Taxes".

YIELD INFORMATION

The Money Fund normally computes its annualized yield by determining the net
income for a seven-day base period for a hypothetical pre-existing account
having a balance of one share at the beginning of the base period, dividing the
net income by the net asset value of the account at the beginning of the base
period to obtain the base period return, multiplying the result by 365 and then
dividing by seven. Under this calculation, the yield on Money Fund shares does
not reflect realized gains and losses on portfolio securities. In accordance
with regulations adopted by the Securities and Exchange Commission, the Money
Fund is required to disclose its annualized yield for certain seven-day base
periods in a standardized manner which does not take into consideration any
realized or unrealized gains or losses on portfolio securities. The Securities
and Exchange Commission also permits the calculation of a standardized
effective or compounded yield. This is computed by compounding the unannualized
base period return which is done by adding one to the base period return,
raising the sum to a power equal to 365 divided by seven and subtracting one
from the result. This compounded yield calculation also reflects realized gains
or losses on portfolio securities.

The yield on the Money Fund's shares normally will fluctuate on a daily
basis. Therefore, the yield for any given past period is not an indication or
representation by the Money Fund of future yields or rates of return on its
shares. The yield is affected by such factors as changes in interest rates on
money market securities, average portfolio maturity, the types and quality of
portfolio securities held and operating expenses.

12
<PAGE>

TAXES

FEDERAL

Dividends paid by the Money Fund from its ordinary income and distributions
of the Money Fund's net realized short-term capital gains (together referred to
hereafter as "ordinary income dividends") are taxable to shareholders as
ordinary income. Distributions made from the Money Fund's net realized long-
term capital gains ("capital gain dividends") are taxable to shareholders as
long-term capital gains, regardless of the length of time the shareholder has
owned Money Fund shares. Any loss upon the sale or exchange of Money Fund
shares held for six months or less will be treated as long-term capital loss to
the extent of any capital gain dividends received by the shareholder.
Distributions in excess of the Fund's earnings and profits will first reduce
the adjusted tax basis of a holder's shares and, after such adjusted tax basis
is reduced to zero, will constitute capital gains to such holder (assuming the
shares are held as a capital asset).

If the value of assets held by the Trust declines, the Trustees may authorize
a reduction in the number of outstanding shares in shareholders' accounts so as
to preserve a net asset value of $1.00 per share. After such a reduction, the
basis of eliminated shares would be added to the basis of shareholders'
remaining Money Fund shares, and any shareholders disposing of shares at that
time may recognize a capital loss. Distributions, including distributions
reinvested in additional shares of the Money Fund, will nonetheless be fully
taxable, even if the number of shares in shareholders' accounts has been
reduced as described above.

13
<PAGE>

Under certain provisions of the Code, some shareholders may be subject to a
31% withholding tax on ordinary income dividends, capital gain dividends and
redemption payments ("backup withholding"). Generally, shareholders subject to
backup withholding will be those for whom no certified taxpayer identification
number is on file with the Money Fund or who, to the Money Fund's knowledge,
have furnished an incorrect number. When establishing an account, an investor
must certify under penalty of perjury that such number is correct and that such
investor is not otherwise subject to backup withholding.

A loss realized on a sale or exchange of shares of the Money Fund will be
disallowed if other Money Fund shares are acquired (whether under the automatic
reinvestment of dividends or otherwise) within a 61-day period beginning 30
days before and ending 30 days after the date that the shares are disposed of.
In such a case, the basis of the shares acquired will be adjusted to reflect
the disallowed loss.

The Code requires a RIC to pay a nondeductible 4% excise tax to the extent
the company does not distribute, during any calendar year, 98% of its ordinary
income, determined on a calendar year basis, and 98% of its capital gains,
determined, in general, on an October 31 year end, plus certain undistributed
amounts from previous years. Although the Money Fund intends to distribute its
income and capital gains in the manner necessary to avoid imposition of the
excise tax, there can be no assurance that sufficient amounts of the Money
Fund's taxable ordinary income and capital gains will be distributed to avoid
entirely the imposition of the tax. In such event, the Money Fund will be
liable for the tax only on the amount by which it does not meet the foregoing
distribution requirements.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect. For the
complete provisions, reference should be made to the pertinent Code sections
and the Treasury regulations promulgated thereunder. The Code and Treasury
regulations are subject to change by legislative or administrative action
either prospectively or retroactively.

GENERAL INFORMATION

DESCRIPTION OF SHARES

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest, par value $.10 per share, of
a single class and to divide or combine the shares into a greater or lesser
number of shares without thereby changing the proportionate beneficial
interests in the Money Fund. Each share represents an equal proportionate
interest in the Money Fund with each other share.

14
<PAGE>

Upon liquidation of the Money Fund, shareholders are entitled to share pro rata
in the net assets of the Money Fund available for distribution to shareholders.
Shares have no preemptive or conversion rights. The rights of redemption are
described elsewhere herein and in the Prospectus. Shares are fully paid and
non-assessable by the Money Fund.

Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held in the election of Trustees (to the extent
hereafter provided) and on other matters submitted to the vote of shareholders.
There will normally be no meetings of shareholders for the purpose of electing
Trustees unless and until such time as less than a majority of the Trustees
holding office have been elected by shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders may, in accordance with the terms of the Declaration of Trust,
cause a meeting of shareholders to be held for the purpose of voting on the
removal of Trustees. Voting rights are not cumulative, so that the holders of
more than 50% of the shares voting in the election of Trustees can, if they
choose to do so, elect all the Trustees of the Money Fund, in which event the
holders of the remaining shares are unable to elect any person as a Trustee. No
amendment may be made to the Declaration of Trust without the affirmative vote
of a majority of the outstanding shares of the Money Fund.

CUSTODIAN

State Street Bank and Trust Company, P.O. Box 1713, Boston, Massachusetts
02101 (the "Custodian"), acts as custodian of the Money Fund's assets. The
Custodian is responsible for safeguarding and controlling the Money Fund's cash
and securities, handling the receipt and delivery of securities and collecting
interest on the Money Fund's investments.

TRANSFER AGENT

Financial Data Services, Inc., 4800 Deer Lake Drive East, Jacksonville,
Florida 32246-6484 (the "'Transfer Agent"), acts as the Money Fund's transfer
agent. The Transfer Agent is responsible for the issuance, transfer and
redemption of shares and the opening, maintenance and servicing of shareholder
accounts.

INDEPENDENT AUDITORS

Deloitte & Touche, 117 Campus Drive, Princeton, New Jersey 08540, has been
selected as the independent auditors of the Money Fund. The selection of
independent auditors is subject to ratification by the Money Fund's
shareholders. The independent auditors are responsible for auditing the annual
financial statements of the Money Fund.

LEGAL COUNSEL

Brown & Wood, One World Trade Center, New York, New York 10048-0557, is
counsel for the Money Fund.

15
<PAGE>

REPORTS TO SHAREHOLDERS

ADDITIONAL INFORMATION

The Prospectus and Statement of Additional Information with respect to the
shares of the Money Fund do not contain all the information set forth in the
Registration Statement and the exhibits relating thereto, which the Money Fund
has filed with the Securities and Exchange Commission, Washington, D.C., under
the Securities Act of 1933 and the Investment Company Act, to which reference
is hereby made.

----------------

16
<PAGE>

APPENDIX

DESCRIPTION OF COMMERCIAL PAPER, BANK MONEY INSTRUMENTS
AND CORPORATE BOND RATINGS

COMMERCIAL PAPER AND BANK MONEY INSTRUMENTS

Commercial paper with the greatest capacity for timely payment is rated A by
Standard & Poor's Corporation ("S&P"). Issues within this category are further
redefined with designations 1, 2 and 3 to indicate the relative degree of
safety; A-1, the highest of the three, indicates the degree of safety is either
overwhelming or very strong; A-2 indicates that capacity for timely repayment
is strong.

Moody's Investors Service ("Moody's") employes the designations of Prime-1,
Prime-2 and Prime-3 to indicate the relative capacity of the rated issuers to
repay punctually. Prime-1 issues have a superior capacity for repayment. Prime-
2 issues have a strong capacity for repayment, but to a lesser degree than
Prime-1.

Commercial paper rated A.1+ by IBCA Limited or its affiliate IBCA Inc.
(together, "IBCA") are obligations supported by the highest capacity for timely
repayment. Commercial paper rated A.1 has a very strong capacity for timely
repayment. Commercial paper rated A.2 has a strong capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic or financial conditions.

Fitch Investors Service, Inc. ("Fitch") employs the rating F-1+ to indicate
issues regarded as having the strongest degree of assurance for timely payment.
The rating F-1 reflects an assurance of timely payment only slightly less in
degree than issues rated F-1+, while the rating F-2 indicates a satisfactory
degree of assurance for timely payment, although the margin of safety is not as
great as indicated by the F-1+ and F-1 categories.

Duff & Phelps Corporation ("Duff & Phelps") employs the designation of Duff 1
with respect to top grade commercial paper and bank money instruments. Duff 1+
indicates the highest certainty of timely payment: short-term liquidity is
clearly outstanding, and safety is just below risk-free U.S. Treasury short-
term obligations. Duff 1- indicates high certainty of timely payment. Duff 2
indicates good certainty of timely payment: liquidity factors and company
fundamentals are sound.

Thompson BankWatch, Inc. ("TBW") employs the designations TBW-1, TBW-2, TBW-3
and TBW-4 as ratings for commercial paper, other senior short-term obligations
and deposit obligations of the entities to which the rating has been assigned.
TBW-1 is the highest category and indicates a very high degree of likelihood
that principal and interest will be paid on a timely basis. TBW-2 is the second
highest category and indicates that while the degree of safety regarding timely
repayment of principal and interest is strong, the relative degree of safety is
not as high as for issues rated TBW-1.

CORPORATE BONDS

Bonds rated AAA have the highest rating assigned by S&P to a debt obligation.
Capacity to pay interest and repay principal is extremely strong. Bonds rated
AA have a strong capacity to pay interest and repay principal and differ from
the highest rated issues only in a small degree.

17
<PAGE>

Bonds rated Aaa by Moody's are judged to be of the best quality. Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. Bonds rated Aa are judged to be of high quality by all
standards. They are rated lower than the best bonds because the margins of
protection may not be as large 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. 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.

Bonds rated AAA by IBCA are obligations for which there is the lowest
expectation of investment risk. Capacity for timely repayment of principal and
interest is substantial such that adverse changes in business, economic or
financial conditions are unlikely to increase investment risk significantly.
Bonds rated AA are obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial. Adverse changes in business, economic or financial conditions may
increase investment risk, albeit not very significantly.

Bonds rated AAA by Fitch are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events. Bonds rated AA are considered to be investment grade and of
very high credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds rated AAA.

Bonds rated AAA by Duff & Phelps are deemed to be of the highest credit
quality: the risk factors are negligible, being only slightly more than for
risk-free U.S. Treasury debt. AA indicates high credit quality: protection
factors are strong, and risk is modest but may vary slightly from time to time
because of economic conditions.

Bonds rated AAA by TBW are accorded the highest rating category which
indicates that the ability to repay principal and interest on a timely basis is
very high. AA is the second highest rating category and indicates a superior
ability to repay principal and interest on a timely basis with limited
incremental risk versus issues rated in the highest rating category.

18
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders, CBA Money Fund:

We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of CBA Money Fund (the "Fund") as of
February 28, 1994, the related statements of operations for the year then ended
and changes in net assets for each of the years in the two year period then
ended, and the financial highlights for each of the years in the five-year
period then ended. These financial statements and the financial highlights are
the responsibility of the Fund's management. Our responsibility is to express
an opinion on these financial statements and the financial highlights based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at
February 28, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of CBA Money Fund as
of February 28, 1994, the results of its operations, the changes in its net
assets, and the financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.

Deloitte & Touche
Princeton, New Jersey

March 31, 1994

19
<PAGE>

CBA Money Fund

Schedule of Investments as of February 28, 1994 (in Thousands)
<TABLE>
<CAPTION>
Face Interest Maturity Value
Issue Amount Rate* Date (Note 1a)

Bankers' Acceptances--Yankee--1.2%
<S> <C> <C> <C> <C>
Sanwa Bank, Ltd., $ 5,000 3.11 % 4/18/94 $4,977
Japan, NY

Sumitomo Bank, Ltd., NY 10,000 3.15 4/20/94 9,952

<CAPTION>
Total Bankers' Acceptances--Yankee
<S> <C>
(Cost--$14,935) 14,929

<CAPTION>
Bank Notes--3.1%
<S> <C> <C> <C> <C>
Bank of Delaware 5,000 3.30 6/10/94 4,994

Nations Bank Texas 5,000 3.625 11/30/94 4,984

PNC Bank Corp., 15,000 3.40 10/14/94 14,944
Kentucky

Trust Co. Bank, Atlanta 10,000 3.60 6/30/94 9,995
5,000 3.375 9/30/94 4,985

Total Bank Notes
(Cost--$39,983) 39,902

<CAPTION>
Certificates of Deposit--Yankee--3.1%
<S> <C> <C> <C> <C>
Dai-Ichi Kangyo Bank, 20,000 3.14 3/16/94 20,000
Ltd., NY

Sumitomo Bank, Ltd., NY 20,000 3.33 3/14/94 20,000

<CAPTION>
Total Certificates of Deposit--Yankee
<S> <C>
(Cost--$40,000) 40,000

<CAPTION>
Commercial Paper--46.7%
<S> <C> <C> <C> <C>
American Express 25,000 3.21 4/04/94 24,923
Credit Corp.

BASF Corp. 10,000 3.25 3/22/94 9,981
B.B.V. Finance 20,000 3.21 4/04/94 19,939
(Delaware), Inc.

BellSouth Telecom- 8,000 3.33 3/02/94 7,999
munications, Inc.

Bowater PLC 8,000 3.40 3/14/94 7,989

Central Hispano 20,000 3.21 4/07/94 19,929
North American 15,000 3.17 5/02/94 14,906
Capital Corp.

Ciesco L.P. 1,000 3.22 3/08/94 999
8,200 3.10 3/23/94 8,183
20,000 3.45 3/29/94 19,944

Corporate Receivables 20,000 3.10 3/08/94 19,986
Corp.

CS First Boston, Inc. 15,000 3.12 3/03/94 14,996

CSW Credit, Inc. 4,000 3.40 3/28/94 3,989
4,000 3.44 4/07/94 3,986
</TABLE>

<TABLE>
<CAPTION>
Face Interest Maturity Value
Issue Amount Rate* Date (Note 1a)

Commercial Paper (concluded)
<S> <C> <C> <C> <C>
CXC Inc. $ 5,100 3.35% 3/04/94 $ 5,098
30,000 3.10 3/11/94 29,972

Falcon Asset 20,050 3.10 3/08/94 20,036
Securitization Corp.

General Electric Capital 25,000 3.42 4/07/94 24,910
Services, Inc.

Gillette Company (The) 6,800 3.15 3/08/94 6,795

Goldman Sachs Group, 15,000 3.22 4/07/94 14,947
L.P.

Hanson Finance 7,000 3.10 4/28/94 6,962
(U.K.) PLC 20,000 3.20 5/05/94 19,869

J.C. Penney Funding 10,000 3.15 3/16/94 9,986
Corp.

KFW International 10,000 3.25 4/14/94 9,958
Finance, Inc.

MCA Funding Corp. 15,000 3.23 3/09/94 14,988

New Center Asset Trust 25,000 3.12 4/15/94 24,893

Nomura Holding 10,000 3.23 4/04/94 9,969
America, Inc. 10,000 3.12 4/07/94 9,965
10,000 3.25 5/09/94 9,931

Preferred Receivables 8,650 3.42 3/07/94 8,644
Funding Corp. 20,000 3.37 3/16/94 19,970
4,513 3.42 3/17/94 4,506

Queensland Treasury 15,000 3.13 4/12/94 14,940
Corp. 3,000 3.10 4/22/94 2,985

Sanwa Business 7,100 3.12 3/02/94 7,099
Credit Corp. 16,000 3.35 3/08/94 15,988
5,247 3.40 3/08/94 5,243
10,000 3.45 3/11/94 9,990

Sheffield Receivables 16,311 3.50 4/04/94 16,256
Corp.

Student Loan Corp. 15,000 3.10 3/07/94 14,991

Svenska 25,000 3.35 3/11/94 24,976
Handelsbanken, Inc.

US West 15,000 3.33 3/07/94 14,990
Communications, Inc.

USL Capital Corp. 20,000 3.37 3/17/94 19,968

Wool International 25,000 3.50 4/06/94 24,910

Total Commercial Paper
(Cost--$601,532) 601,484
</TABLE>

20
<PAGE>

CBA Money Fund
Schedule of Investments as of February 28, 1994 (concluded)
(in Thousands)
<TABLE>
<CAPTION>
Face Interest Maturity Value
Issue Amount Rate* Date (Note 1a)

Master Notes--9.9%
<S> <C> <C> <C> <C>
Bear Stearns $ 7,000 3.49% 5/23/94 $ 7,000
Companies, Inc.++

Goldman Sachs Group, 25,000 3.48 3/01/94 25,000
L.P.++ 40,000 3.49 9/01/94 40,000

Kingdom of Sweden++ 55,000 3.4375 7/15/94 55,000

Total Master Notes
(Cost--$127,000) 127,000
<CAPTION>
US Government & Agency Obligations--
Discount Notes--4.2%
<S> <C> <C> <C> <C>
Federal Home Loan 20,000 3.11 5/06/94 19,870
Mortgage Corp.

US Treasury Bills 538 3.20 6/16/94 532
20,000 3.23 6/23/94 19,782
15,000 3.495 2/09/95 14,445
<CAPTION>
Total US Government & Agency Obligations--
Discount Notes (Cost--$54,707) 54,629

US Government & Agency Obligations--
Non-Discount Notes--24.1%
<S> <C> <C> <C> <C>
Federal Home Loan 5,000 3.43 6/21/95 5,000
Banks++ 10,000 3.66 8/09/95 10,000
11,000 3.43 12/28/95 11,000
12,000 3.46 6/17/96 12,000
5,000 3.46 6/21/96 5,000
15,000 3.53 2/03/97 14,992
15,000 3.53 2/10/97 15,000

Federal Home Loan 30,000 3.0525 1/06/95 29,991
Mortgage Corp.++ 10,000 3.60 8/09/95 10,000
12,000 3.36 9/01/95 11,996
</TABLE>

<TABLE>
<CAPTION>
Face Interest Maturity Value
Issue Amount Rate* Date (Note 1a)

US Government & Agency Obligations--
Non-Discount Notes (concluded)
<S> <C> <C> <C> <C>
Federal $ 5,000 3.40 % 12/20/95 $ 5,000
National Mortgage 15,000 3.33 5/13/96 15,000
Association++ 12,000 3.45 5/19/97 12,000
11,000 3.50 5/14/98 11,000

Student Loan 1,370 3.95 3/20/95 1,376
Marketing Association++ 3,430 4.01 3/20/95 3,439
8,500 3.76 8/07/95 8,500
33,000 3.76 3/20/96 33,000
10,000 3.77 1/14/97 10,000

US Treasury Notes 20,000 4.25 8/31/94 20,047
17,000 6.00 11/15/94 17,239
48,500 3.875 2/28/95 48,371
<CAPTION>
Total US Government & Agency Obligations--
Non-Discount Notes (Cost--$310,259) 309,951

Repurchase Agreements **--9.6%

Face Amount Issue
<S> <C> <C>
$60,000 Carroll McEntee & McGinley, Inc.,
purchased on 2/28/94 to yield
3.40% to 3/01/94 60,000

63,394 Citicorp Securities, Inc.,
purchased on 2/28/94 to yield
3.45% to 3/01/94 63,394
<CAPTION>
<S> <C>
Total Repurchase Agreements
(Cost--$123,394) 123,394

Total Investments (Cost--$1,311,810)--101.9% 1,311,289

Liabilities in Excess of Other Assets--(1.9%) (23,833)
----------
Net Assets--100.0% $1,287,456
==========
<FN>
* Bankers' Acceptances, Commercial Paper and certain US Government & Agency
Obligations are traded on a discount basis; the interest rates shown are the
discount rates paid at the time of purchase by the Fund. Other securities
bear interest at the rates shown, payable at fixed dates or upon maturity.
Interest rates on variable rate securities are adjusted periodically based
upon appropriate indexes. The interest rates shown are those in effect at
February 28, 1994.
** Repurchase Agreements are fully collateralized by US Government Obligations.
++ Floating Rate Notes.

See Notes to Financial Statements.
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
Statement of Assets and Liabilities as of February 28, 1994
<S> <C> <C>
Assets:
Investments, at value (identified cost--$1,311,810,092*) (Note 1a) $1,311,288,708
Cash 662
Receivables:
Securities sold $ 14,988,500
Interest receivable 2,169,955 17,158,455
--------------
Prepaid registration fees and other assets (Note 1d) 68,251
--------------
Total assets 1,328,516,076
--------------
Liabilities:
Payables:
Securities purchased 40,000,000
Investment adviser (Note 2) 392,035
Distributor (Note 2) 362,506
Beneficial interest redeemed 640 40,755,181
--------------
Accrued expenses and other liabilities 304,896
--------------
Total liabilities 41,060,077
--------------
Net Assets $1,287,455,999
==============
Net Assets Consist of:
Shares of beneficial interest, $.10 par value, unlimited number of shares authorized $ 128,797,738
Paid-in capital in excess of par 1,159,179,645
Unrealized depreciation on investments--net (521,384)
--------------
Net Assets--Equivalent to $1.00 per share based on 1,287,977,383 shares of beneficial
interest outstanding $1,287,455,999
==============
<FN>
* Cost for Federal income tax purposes. As of February 28, 1994,
net unrealized depreciation for Federal income tax purposes
amounted to $521,384, of which $5,056 related to appreciated
securities and $526,440 related to depreciated securities.

See Notes to Financial Statements.

</TABLE>

22
<PAGE>

CBA Money Fund
<TABLE>
<CAPTION>
Statement of Operations for the Year Ended February 28, 1994
<S> <C> <C>
Investment Income (Note 1c):
Interest and amortization of premium and discount earned $ 40,372,684

Expenses:
Investment advisory fees (Note 2) $ 5,480,451
Transfer agent fees (Note 2) 1,685,508
Distribution fees (Note 2) 1,500,403
Printing and shareholder reports 156,825
Registration fees (Note 1d) 134,555
Accounting services (Note 2) 91,471
Custodian fees 91,018
Professional fees 47,484
Trustees' fees and expenses 24,314
Other 16,522
--------------
Total expenses before reimbursement 9,228,551
Reimbursement of expenses (Note 2) (490,737)
--------------
Total expenses after reimbursement 8,737,814
--------------
Investment Income--Net 31,634,870

Realized Gain on Investments--Net (Note 1c) 468,706

Change in Unrealized Appreciation/Depreciation on Investments--Net (935,673)
--------------
Net Increase in Net Assets Resulting from Operations $ 31,167,903
==============
</TABLE>

<TABLE>
CBA Money Fund
<CAPTION>
For the Year Ended
February 28,
Statements of Changes in Net Assets 1994 1993

Increase (Decrease) in Net Assets:
<S> <C> <C>
Operations:
Investment income--net $ 31,634,870 $ 37,502,857
Realized gain on investments--net 468,706 1,695,155
Change in unrealized appreciation/depreciation on investments--net (935,673) 414,290
-------------- --------------
Net increase in net assets resulting from operations 31,167,903 39,612,302
-------------- --------------

Dividends & Distributions to Shareholders (Note 1e):
Investment income--net (31,634,870) (37,502,857)
Realized gain on investments--net (468,706) (1,695,155)
-------------- --------------
Net decrease in net assets resulting from dividends and distributions to shareholders (32,103,576) (39,198,012)
-------------- --------------

Beneficial Interest Transactions (Note 3):
Net proceeds from sale of shares 3,818,160,854 3,778,680,584
Net asset value of shares issued to shareholders in reinvestment of dividends (Note 1e) 32,034,051 39,116,936
-------------- --------------
3,850,194,905 3,817,797,520
Cost of shares redeemed (3,804,489,714) (3,787,357,923)
-------------- --------------
Net increase in net assets derived from beneficial interest transactions 45,705,191 30,439,597
-------------- --------------

Net Assets:
Total increase in net assets 44,769,518 30,853,887
Beginning of year 1,242,686,481 1,211,832,594
-------------- --------------
End of year $1,287,455,999 $1,242,686,481
============== ==============
See Notes to Financial Statements.
</TABLE>

23
<PAGE>

CBA Money Fund
<TABLE>
Financial Highlights
<CAPTION>

The following per share data and ratios have been derived For the Year Ended For the For the Year Ended
from information provided in the financial statements. February 28, Year Ended February 28,
------------------------ February 29, ----------------------
Increase (Decrease) in Net Asset Value: 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ----------
Investment income--net .0260 .0304 .0511 .0736 .0846
Realized and unrealized gain (loss) on investments--net (.0004) .0017 .0008 .0006 .0004
---------- ---------- ---------- ---------- ----------
Total from investment operations .0256 .0321 .0519 .0742 .0850
---------- ---------- ---------- ---------- ----------
Less dividends and distributions:
Investment income--net (.0260) (.0304) (.0511) (.0736) (.0846)
Realized gain on investments--net (.0004) (.0014) (.0008)++ (.0006)++ (.0004)++
---------- ---------- ---------- ---------- ----------
Total dividends and distributions (.0264) (.0318) (.0519) (.0742) (.0850)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ========== ==========
Total Investment Return 2.66% 3.24% 5.32% 7.69% 8.82%
========== ========== ========== ========== ==========

Ratios to Average Net Assets:
Expenses, net of reimbursement and excluding
distribution fees .59% .59% .56% .57% .56%
========== ========== ========== ========== ==========
Expenses, net of reimbursement .71% .71% .69% .70% .68%
========== ========== ========== ========== ==========
Expenses .75% .75% .74% .75% .81%
========== ========== ========== ========== ==========
Investment income and realized gain on investments--net 2.62% 3.19% 5.18%++ 7.40%++ 8.40%++
========== ========== ========== ========== ==========

Supplemental Data:
Net assets, end of year (in thousands) $1,287,456 $1,242,686 $1,211,833 $1,063,827 $ 864,835
========== ========== ========== ========== ==========
<FN>
++Includes unrealized gain (loss).

See Notes to Fiancial Statements.
</TABLE>

24
<PAGE>

CBA Money Fund
Notes to Financial Statements

1. Significant Accounting Policies:
CBA Money Fund (the "Fund") is a money fund whose shares are
offered to subscribers to the Capital Builder Account service of
Merrill Lynch, Pierce, Fenner & Smith Inc. ("MLPF&S") and to
subscribers to the Broadcort Capital Account service of Broadcort
Capital Corp. ("Broadcort"). Shares may also be purchased by
individual investors not subscribing to these services, but such
investors will not receive any of the special features offered as
a part of such services. The Fund is registered under the
Investment Company Act of 1940 as a diversified, open-end
investment management company. The following is a summary of
significant accounting policies followed by the Fund.

(a) Valuation of investments--Portfolio securities with remaining
maturities of sixty days or less are valued at amortized cost,
which approximates market. Securities with remaining maturities
of greater than sixty days for which market quotations are
readily available will be valued at market value. When securities
are valued with sixty days or less to maturity, the difference
between the valuation existing on the sixty-first day before
maturity and maturity value is amortized on a straight-line basis
to maturity. Other securities held by the Fund will be valued at
their fair value as determined in good faith by or under the
direction of the Board of Trustees.

(b) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income
to its shareholders. Therefore, no Federal income tax provision
is required.

(c) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are
entered into (the trade dates). Realized gains and losses on
security transactions are determined on the identified cost
basis. Interest income (including amortization of premium and
discount) is recognized on the accrual basis.

(d) Prepaid registration fees--Prepaid registration fees are
charged to expense as the related shares are issued.

(e) Dividends to shareholders--The Fund declares dividends daily
and reinvests daily such dividends (net of non-resident alien tax
and back-up withholding tax withheld) in additional Fund shares
at net asset value. Dividends are declared from the total of net
investment income and net realized gains or losses on
investments.

2. Investment Advisory Agreement and Transactions with
Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Fund Asset Management, L.P. ("FAM"). Effective January 1, 1994,
the investment advisory business of FAM was reorganized from a
corporation to a limited partnership. Both prior to and after the
reorganization, ultimate control of FAM was vested with Merrill
Lynch & Co., Inc. ("ML & Co."). The general partner of FAM is
Princeton Services, Inc., an indirect wholly-owned subsidiary of
ML & Co. The limited partners are ML & Co. and Merrill Lynch
Investment Management, Inc. ("MLIM") which is also an indirect
wholly-owned subsidiary of ML & Co.

FAM (the "Manager") is responsible for the management of the
Fund's portfolio and provides the necessary personnel,
facilities, equipment and certain other services necessary to the
operations of the Fund. For such services, the Fund pays a
monthly fee based upon the average daily value of the Fund's net
assets at the following annual rates: 0.50% of the first $500
million of average daily net assets, 0.425% of average daily net
assets in excess of $500 million but not exceeding $1 billion,
and 0.375% of average daily net assets in excess of $1 billion.
The most restrictive annual expense limitation requires that

25
<PAGE>

Notes to Financial Statements
(concluded)

the Manager reimburse the Fund in any amount necessary to prevent
such operating expenses of the Fund (excluding interest, taxes,
distribution fees, brokerage fees and commissions, and
extraordinary items) from exceeding in any fiscal year 2.5% of
the Fund's first $30 million of average daily net assets, 2.0% of
the next $70 million of average daily net assets, and 1.5% of the
remaining average daily net assets. No fee payment will be made
to the Manager during the year which will cause such expenses to
exceed the pro rata expense limitation at the time of such
payment. During the year ended February 28, 1994, the Manager
earned $5,480,451, of which $490,737 was voluntarily waived.

The Fund has adopted a Distribution and Shareholder Servicing
Plan in compliance with Rule 12b-1 under the Investment Company
Act of 1940, pursuant to which MLPF&S and Broadcort each receive
a distribution fee under the Distribution Agreement from the Fund
at the end of each month at the annual rate of 0.125% of average
daily net assets of the Fund attributable to subscribers to the
respective Capital Builder Account and Broadcort Capital Account
programs. The MLPF&S distribution fee is to compensate MLPF&S
financial consultants and other directly involved branch office
personnel for selling shares of the Fund and for providing direct
personal services to shareholders. The Broadcort distribution fee
is to compensate selected dealers for activities and services
related to the sale, promotion and marketing of shares of the
Fund. The distribution fee is not compensation for the
administrative and operational services rendered to the Fund by
MLPF&S or Broadcort in processing share orders and administering
shareholder accounts.

Financial Data Services, Inc. ("FDS"), a wholly-owned subsidiary
of ML & Co., is the Fund's transfer agent.

Accounting services are provided to the Fund by FAM at cost.

Certain officers and/or trustees of the Fund are officers and/or
directors of FAM, MLIM, FDS, Merrill Lynch, Pierce, Fenner &
Smith, Inc. ("MLPF&S"), and/or ML & Co.

3. Beneficial Interest Transactions:
The number of shares purchased and redeemed during the year
corresponds to the amounts included in the Statements of Changes
in Net Assets with respect to net proceeds from sale of shares
and cost of shares redeemed, respectively, since shares are
recorded at $1.00 per share.

26
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK.]

27
<PAGE>

LOGO Merrill Lynch

LOGO CBA(R)
MONEY FUND
STATEMENT OF
LOGO CBA(R) ADDITIONAL INFORMATION

- --------------------------------------------------------------------------------

Shares of the LOGO CBA(R)
Money Fund are
offered to
participants
in the Capital
BuilderSM
Account
service of
Merrill Lynch,
Pierce, Fenner
& Smith
Incorporated,
to
participants
in the
Broadcort
Capital
Account
service of
Broadcort
Capital Corp.
and to
investors
maintaining
accounts
directly with
the Transfer
Agent.
Investors
should be
aware that the
Accounts are
not bank
accounts and
that a
shareholder's
investment in
the Money Fund
is not insured
by any
governmental
agency. As
with any
investment in
securities,
the value of a
shareholder's
investment in
the Money Fund
may fluctuate.

Principal Office of the
Money Fund
800 Scudders Mill Road
Plainsboro, New Jersey
Mailing Address:
Box 9011
Princeton, New Jersey
08543-9011

Code #10129-0694 June 29, 1994

<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS:

Financial Statements Contained in Part A:

Financial Highlights for the period June 18, 1984 (commencement of
operations) to February 28, 1985 and for each of the years in the
nine year period ended February 28, 1994.
Financial Statements Contained in Part B:

Schedule of Investments as of February 28, 1994.

Statement of Assets and Liabilities as of February 28, 1994.

Statement of Operations for the year ended February 28, 1994.

Statements of Changes in Net Assets for the two years ended February
28, 1994 and February 28, 1993.

Financial Highlights for each of the years in the five-year period
ended February 28, 1994.
(B) EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1(a) --Restated Declaration of Trust dated November 17, 1983.(a)
(b) --Amendment to Restated Declaration of Trust.(a)
(c) --Second Amended and Restated Declaration of Trust dated June 13, 1984.(b)
2 --By-Laws of the Registrant.(a)
3 --None.
4 --None.
5(a) --Management Agreement between Registrant and Fund Asset Management,
L.P.(a)
(b) --Supplement to Management Agreement with Fund Asset Management, L.P.
6 --Distribution Agreement among Registrant, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Broadcort Capital Corp. and form of Selected
Dealers Agreement.(e)
7 --None.
8 --Custodian Contract between Registrant and State Street Bank and Trust
Company.(a)
9(a) --Transfer Agency, Shareholder Servicing Agency, and Proxy Agency Agreement
between Registrant and Merrill Lynch Financial Data Services, Inc. (now
Financial Data Services, Inc.). (d)
(b) --Form of Capital Builder Account Agreement.(a)
(c) --Form of Broadcort Capital Account Agreement.(c)
10 --None.
11 --Consent of Deloitte & Touche, independent auditors for the Registrant.
12 --None.
13 --Certificate of Fund Asset Management, L.P.(a)
14 --None.
15 --Distribution and Shareholder Servicing Plan pursuant to Rule 12b-1 among
Registrant, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Broadcort Capital Corp. and form of Distribution Plan Sub-Agreement.(e)
16 --Schedule for computation of each performance quotation provided in the
Registration Statement in response to Item 22. (d)
</TABLE>
- --------
(a) Previously filed as an Exhibit to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-1A filed on April 19, 1984.
(b) Previously filed as an Exhibit to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A filed on January 30, 1985.

C-1
<PAGE>

(c) Previously filed as an Exhibit to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-1A filed on January 1, 1986.

(d) Previously filed as an Exhibit to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A filed on June 30, 1988.

(e) Previously filed as an Exhibit to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A filed on June 29, 1992.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

The Registrant is not controlled by or under common control with any person.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

<TABLE>
<CAPTION>
NUMBER OF
RECORD HOLDERS
TITLE OF CLASS AT MAY 2, 1994
-------------- --------------
<S> <C>
Shares of beneficial interest, par value $.10 per share.......... 24
</TABLE>

ITEM 27. INDEMNIFICATION.

Section 5.3 of the Registrant's Declaration of Trust provides as follows:

"The Trust shall indemnify each of its Trustees, officers, employees, and
agents (including persons who serve at its request as directors, officers or
trustees of another organization in which it has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as
fines and penalties, and as counsel fees) reasonably incurred by him in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which he may be involved or with
which he may be threatened, while in office or thereafter, by reason of his
being or having been such a trustee, officer, employee or agent, except with
respect to any matter as to which he shall have been adjudicated to have
acted in bad faith, willful misfeasance, gross negligence or reckless
disregard of his duties; provided, however, that as to any matter disposed
of by a compromise payment by such person, pursuant to a consent decree or
otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless the Trust shall have received a written
opinion from independent legal counsel approved by the Trustees to the
effect that if either the matter of willful misfeasance, gross negligence or
reckless disregard of duty, or the matter of good faith and reasonable
belief as to the best interests of the Trust, had been adjudicated, it would
have been adjudicated in favor of such person. The rights accruing to any
Person under these provisions shall not exclude any other right to which he
may be lawfully entitled; provided that no Person may satisfy any right of
indemnity or reimbursement granted herein or in Section 5.1 or to which he
may be otherwise entitled except out of the property of the Trust, and no
Shareholder shall be personally liable to any Person with respect to any
claim for indemnity or reimbursement or otherwise. The Trustees may make
advance payments in connection with indemnification under this Section 5.3,
provided that the indemnified person shall have given a written undertaking
to reimburse the Trust in the event it is subsequently determined that he is
not entitled to such indemnification."

Insofar as the conditional advancing of indemnification monies for actions
based upon the Investment Company Act may be concerned, such payments will be
made only on the following conditions: (i) the advances must be limited to
amounts used, or to be used, for the preparation or presentation of a defense
to the action, including costs connected with the preparation of a settlement;
(ii) advances may be made only upon receipt of a written promise by, or on
behalf of, the recipient to repay that amount of the advance which exceeds the
amount to which it is ultimately determined that he is entitled to receive from
the Registrant by reason of indemnification; and (iii) (a) such promise must be
secured by a surety bond, other suitable insurance or an equivalent form of
security which assures that any repayments may be obtained by the Registrant
without delay or litigation, which bond, insurance or other form of security
must be provided by the recipient of the advance, or (b) a majority of a quorum
of the Registrant's disinterested, non-party Trustees, or an independent legal
counsel in a written opinion, shall determine, based upon a review of readily
available facts, that the recipient of the advance ultimately will be found
entitled to indemnification.

In Section 10 of the Distribution Agreement relating to the securities being
offered hereby, the Registrant agrees to indemnify the distributors and each
person, if any, who controls the Distributors within the meaning

C-2
<PAGE>

of the Securities Act of 1933 (the "Act"), against certain types of civil
liabilities arising in connection with the Registration Statement or
Prospectus.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of the
Registrant and the principal underwriter pursuant to the foregoing provisions
or otherwise, the 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 the Registrant of expenses incurred or paid by a Trustee, officer or
controlling person of the Registrant and principal underwriter in connection
with the successful defense of any action or proceeding) is asserted by such
Trustee, officer or controlling person or the principal underwriter in
connection with shares being registered, the 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.

Fund Asset Management, L.P. (the "Manager") acts as investment adviser for
the following other registered investment companies: Apex Municipal Fund, Inc.,
CMA Government Securities Fund, CMA Money Fund, CMA Multi-State Municipal
Series Trust, CMA Tax-Exempt Fund, CMA Treasury Fund, The Corporate Fund
Accumulation Program, Inc., Corporate High Yield Fund, Inc., Corporate High
Yield Fund II, Inc., Emerging Tigers Fund, Inc., Financial Institutions Series
Trust, Income Opportunities Fund 1999, Inc., Income Opportunities Fund 2000,
Inc., Merrill Lynch Basic Value Fund, Inc., Merrill Lynch California Municipal
Series Trust, Merrill Lynch Corporate Bond Fund, Inc., Merrill Lynch Federal
Securities Trust, Merrill Lynch Funds for Institutions Series, Merrill Lynch
Multi-State Limited Maturity Municipal Series Trust, Merrill Lynch Multi-State
Municipal Series Trust, Merrill Lynch Municipal Bond Fund, Inc., Merrill Lynch
Phoenix Fund, Inc., Merrill Lynch Special Value Fund, Inc., Merrill Lynch World
Income Fund, Inc., MuniAssets Fund, Inc., MuniBond Income Fund, Inc., The
Municipal Fund Accumulation Program, Inc., MuniEnhanced Fund, Inc., MuniInsured
Fund, Inc., MuniVest Fund, Inc., MuniVest Fund II, Inc., MuniVest California
Insured Fund, Inc., MuniVest Florida Fund, MuniVest Michigan Fund, Inc.,
MuniVest New Jersey Fund, Inc., MuniVest New York Insured Fund, Inc., MuniVest
Pennsylvania Insured Fund, MuniYield Arizona Fund, Inc., MuniYield Arizona Fund
II, Inc., MuniYield California Fund, Inc., MuniYield California Insured Fund,
Inc., MuniYield California Insured Fund II, Inc., MuniYield Florida Fund,
MuniYield Florida Insured Fund, MuniYield Fund, Inc., MuniYield Insured Fund,
Inc., MuniYield Insured Fund II, Inc., MuniYield Michigan Fund, Inc., MuniYield
Michigan Insured Fund, Inc., MuniYield New Jersey Fund, Inc., MuniYield New
Jersey Insured Fund, Inc., MuniYield New York Insured Fund, Inc., MuniYield New
York Insured Fund II, Inc., MuniYield New York Insured Fund III, Inc.,
MuniYield Pennsylvania Fund, MuniYield Quality Fund, Inc., MuniYield Quality
Fund II, Inc., Senior High Income Portfolio, Inc., Senior High Income Portfolio
II, Inc., Senior Strategic Income Fund, Inc., Taurus MuniCalifornia Holdings,
Inc., Taurus MuniNewYork Holdings, Inc. and Worldwide DollarVest Fund, Inc. The
address of each of these investment companies is Box 9011, Princeton, New
Jersey 08543-9011, except that the address of Merrill Lynch Institutional
Intermediate Fund and Merrill Lynch Funds for Institutions Series is One
Financial Center, 15th Floor, Boston, Massachusetts 02111-2646. The address of
the Manager and its affiliate, Merrill Lynch Asset Management, L.P. ("MLAM"),
is also Box 9011, Princeton, New Jersey 08543-9011. The address of Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Merrill Lynch
& Co., Inc. ("ML&Co.") is World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281. The address of Financial Data Services, Inc.
is 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484.

Set forth below is a list of each executive officer and partner of the
Manager indicating each business, profession, vocation or employment of a
substantial nature in which each such person or entity has been engaged since
March 1, 1991 for his own account or in the capacity of director, officer,
partner or trustee. In addition, Mr. Zeikel is President, Mr. Glenn is
Executive Vice President and Mr. Richard is Treasurer of all or substantially
all of the investment companies described in the preceding paragraph. Messrs.
Zeikel, Glenn and Richard also hold the same position with substantially all of
the investment companies advised by MLAM as they do with those advised by the
Manager and Messrs. Durnin, Giordano, Harvey, Hewitt, Kirstein and Monagle are
directors or officers of one or more of such companies.

C-3
<PAGE>

<TABLE>
<CAPTION>
POSITION(S) WITH OTHER SUBSTANTIAL BUSINESS,
NAME MANAGER PROFESSION, VOCATION OR EMPLOYMENT
---- ---------------- ----------------------------------
<S> <C> <C>
ML & Co................. Limited Partner Financial Services Holding Company
Merrill Lynch Investment Investment Advisory Services; Limited
Management, Inc........ Limited Partner Partner of FAM
Princeton Services, Inc.
("Princeton Services"). General Partner General Partner of FAM
Arthur Zeikel........... President President of MLAM; President and
Director of Princeton Services; Director
of Merrill Lynch Funds Distributor,
Inc. ("MLFD"); Executive Vice
President of Merrill Lynch & Co., Inc.;
Executive Vice President of Merrill Lynch
<CAPTION>
Terry K. Glenn.......... Executive Vice Executive Vice President of MLAM;
President Executive Vice President and Director
and Director of Princeton Services; President and
Director of MLFD; Director of
Financial Data Services, Inc. ("FDS");
President of Princeton Administrators,
L.P.
<S> <C> <C>
Bernard J. Durnin....... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Vincent R. Giordano..... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Elizabeth Griffin....... Senior Vice President Senior Vice President of MLAM
Norman R. Harvey........ Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
N. John Hewitt.......... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Philip L. Kirstein...... Senior Vice President, Senior Vice President, General Counsel
General Counsel and Secretary of MLAM; Senior Vice
and Secretary President, General Counsel, Director
and Secretary of Princeton Services;
Director of MLFD
Ronald M. Kloss......... Senior Vice President Senior Vice President and Controller
and Controller of MLAM; Senior Vice President and
Controller of Princeton Services
Joseph T. Monagle, Jr. . Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Gerald M. Richard....... Senior Vice President Senior Vice President and Treasurer of
and Treasurer MLAM; Senior Vice President and
Treasurer of Princeton Services; Vice
President and Treasurer of MLFD
Richard L. Rufener...... Senior Vice President Senior Vice President of MLAM;
Vice President of MLFD; Senior Vice
President of Princeton Services
Ronald L. Welburn....... Senior Vice President Senior Vice President of MLAM; Senior Vice
President of Princeton Services
Anthony Wiseman......... Senior Vice President Senior Vice President of MLAM; Senior Vice
President of Princeton Services
</TABLE>

C-4
<PAGE>

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) Merrill Lynch and Broadcort Capital Corp. act as the principal
underwriters for the Registrant. Merrill Lynch also acts as the principal
underwriter for CMA Money Fund, CMA Treasury Fund, CMA Tax-Exempt Fund, CMA
Multi-State Municipal Series Trust and CMA Government Securities Fund and as
the depositor of the following unit investment trusts: The Corporate Income
Fund, Municipal Investment Trust Fund, The ML Trust for Government Guaranteed
Securities and The Government Securities Income Fund.

(b) With the exception of Arthur Zeikel, the President and a Trustee of the
Registrant who is an Executive Vice President of Merrill Lynch and ML&Co., none
of the Trustees or officers of the Registrant is a director, officer or
employee of Merrill Lynch or Broadcort.
(c) Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940, as amended, and the Rules
thereunder will be maintained at the offices of the Registrant and FDS.

ITEM 31. MANAGEMENT SERVICES.
Other than as set forth under the caption "Management of the Money Fund--
Management and Advisory Arrangements" in the Prospectus constituting Part A of
the Registration Statement and under the caption "Management of the Money
Fund--Management and Advisory Arrangements" in the Statement of Additional
Information constituting Part B of the Registration Statement, Registration is
not a party to any management-related service contract.

ITEM 32. UNDERTAKINGS.
Not applicable.

C-5
<PAGE>

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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE TOWNSHIP OF PLAINSBORO, AND STATE OF NEW JERSEY, ON THE 29TH
DAY OF JUNE, 1994.

CBA Money Fund
(Registrant)

/s/ Arthur Zeikel
By__________________________________
(ARTHUR ZEIKEL, PRESIDENT)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.

SIGNATURE TITLE DATE

/s/ Arthur Zeikel
____________________________________ President and Trustee
(ARTHUR ZEIKEL) (Principal June 29, 1994
Executive Officer)

/s/ Gerald M. Richard Treasurer (Principal
____________________________________ Financial and June 29, 1994
(GERALD M. RICHARD) Accounting Officer)

Ronald W. Forbes*
____________________________________ Trustee
(RONALD W. FORBES)

Cynthia A. Montgomery*
_______________________________ Trustee

(CYNTHIA A. MONTGOMERY)

Charles C. Reilly*
____________________________________ Trustee
(CHARLES C. REILLY)

Kevin A. Ryan*
____________________________________ Trustee

(KEVIN A. RYAN)

Richard R. West*
____________________________________ Trustee
(RICHARD R. WEST)

*By
/s/ Arthur Zeikel
_________________________________

(ARTHUR ZEIKEL, ATTORNEY-IN-FACT) June 29, 1994

C-6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
5(b) --Supplement to Management Agreement with Fund Asset Management,
L.P.
11 --Consent of Deloitte & Touche, independent auditors for the Regis-
trant
</TABLE>

<PAGE>

EXHIBIT 99.5(b)

SUPPLEMENT TO INVESTMENT ADVISORY AGREEMENT
WITH
FUND ASSET MANAGEMENT

As of January 1, 1994 Fund Asset Management was reorganized as a limited
partnership, formally known as Fund Asset Management, L.P. ("FAM"). The general
partner of FAM is Princeton Services, Inc. and the limited partners are Fund
Asset Management, Inc. and Merrill Lynch & Co, Inc. Pursuant to Rule 202(a)(1)-
1 under the Investment Advisors Act of 1940 and Rule 2a-6 under the Investment
Company Act of 1940 such reorganization did not constitute an assignment of
this investment advisory agreement since it did not involve a change of control
or management of the investment adviser. Pursuant to the requirements of
Section 205 of the Investment Advisers Act of 1940, however, Fund Asset
Management hereby supplements this investment advisory agreement by undertaking
to advise you of any change in the membership of the partnership within a
reasonable time after any such change occurs.

By /s/ Arthur Zeikel

Dated: January 3, 1994

<PAGE>

EXHIBIT 99.11

INDEPENDENT AUDITORS' CONSENT

CBA Money Fund:

We consent to the use in Post-Effective Amendment No. 12 to Registration
Statement No. 2-82766 of our report dated March 31, 1994 appearing in the
Statement of Additional Information, which is a part of such Registration
Statement, and to the reference to us under the caption "Financial Highlights"
appearing in the Prospectus, which also is a part of such Registration
Statement.

Deloitte & Touche
Princeton, New Jersey

June 27, 1994

<PAGE>

EXHIBIT 99.24

POWER OF ATTORNEY

The undersigned Trustee of CBA Money Fund (the "Fund") hereby authorizes
Arthur Zeikel, Terry K. Glenn, Gerald M. Richard and Robert Harris, or any of
them, as attorney-in-fact, to sign on her behalf, in the capacity stated below,
any amendments to the Registration Statement (including post-effective
amendments) of the Fund on Form N-1A and to file the same, with all exhibits
thereto, with the Securities and Exchange Commission.

SIGNATURE TITLE DATE

/s/ Cynthia A. Montgomery
____________________________________ Trustee June 29, 1994

(CYNTHIA A. MONTGOMERY)