<PAGE>
For Information, Consult The Following Prospectus
Money Market
Portfolio
Prospectus & Application
March 13, 1995
BEAR
STEARNS
<PAGE>
T H E B E A R S T E A R N S F U N D S
2 4 5 P A R K A V E N U E N E W Y O R K, N Y 1 0 1 6 7
1 . 8 0 0 . 7 6 6 . 4 1 1 1
PROSPECTUS
Money Market Portfolio
of
The RBB Fund, Inc.
THE BEDFORD SHARES OF THE MONEY MARKET PORTFOLIO are a class of shares (the
"Bedford Class" or the "Class") of common stock of The RBB Fund, Inc. (the
"Fund"), an open-end management investment company. Shares of the Class ("Bed-
ford Shares" or "Shares") are offered by this Prospectus and represent inter-
ests in the Fund's Money Market Portfolio (the "Money Market Portfolio" or the
"Portfolio").
. The investment objective of the Money Market Portfolio is to provide
as high a level of current interest income as is consistent with
maintaining liquidity and stability of principal. It seeks to
achieve such objective by investing in a diversified portfolio of
U.S. dollar-denominated money market instruments.
. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND
SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THERE CAN BE NO ASSURANCE
THAT THE MONEY MARKET PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE
NET ASSET VALUE OF $1.00 PER SHARE.
Counsellors Securities Inc. acts as distributor for the Fund. PNC Institu-
tional Management Corporation serves as investment adviser for the Fund, PNC
Bank, National Association serves as sub-advisor for the Money Market Portfo-
lio and custodian for the Fund and PFPC Inc. serves as the transfer and divi-
dend disbursing agent for the Fund.
----------------------
THIS PROSPECTUS CONTAINS CONCISE INFORMATION THAT A PROSPECTIVE INVESTOR NEEDS
TO KNOW BEFORE INVESTING. PLEASE KEEP IT FOR FUTURE REFERENCE.
A Statement of Additional Information, dated March 13, 1995, has been filed
with the Securities and Exchange Commission and is incorporated by reference
in this Prospectus. It may be obtained upon request free of charge from the
Fund's distributor by calling (800) 888-9723.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MARCH 13, 1995
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
PAGE
<S> <C>
Introduction............................................................... 3
Fee Table.................................................................. 4
Financial Highlights....................................................... 6
The Fund................................................................... 7
Investment Objectives and Policies......................................... 7
Purchase and Redemption of Shares.......................................... 11
Exchange of Shares......................................................... 14
Net Asset Value............................................................ 16
Management................................................................. 16
Distribution of Shares..................................................... 18
Dividends and Distributions................................................ 19
Taxes...................................................................... 19
Description of Shares...................................................... 19
Other Information.......................................................... 22
</TABLE>
2
<PAGE>
Introduction
The RBB Fund, Inc. (the "Fund") is an open-end management investment company
incorporated under the laws of the State of Maryland currently operating or
proposing to operate nineteen separate investment portfolios. The Shares of-
fered by this Prospectus represent interests in the Fund's Money Market Port-
folio (the "Money Market Portfolio" or the "Portfolio").
The MONEY MARKET PORTFOLIO'S investment objective is to provide as high a
level of current interest income as is consistent with maintaining liquidity
and stability of principal. It seeks to achieve such objective by investing in
a diversified portfolio of U.S. dollar-denominated money market instruments
which meet certain ratings criteria and present minimal credit risks. In pur-
suing its investment objective, the Money Market Portfolio invests in a broad
range of government, bank and commercial obligations that may be available in
the money markets.
The Portfolio seeks to maintain a net asset value of $1.00 per share; however,
there can be no assurance that the Portfolio will be able to maintain a stable
net asset value of $1.00 per share.
The Fund's investment adviser is PNC Institutional Management Corporation
("PIMC"). PNC Bank, National Association ("PNC Bank") serves as sub-advisor to
the Portfolio and custodian to the Fund and PFPC Inc. ("PFPC" or the "Transfer
Agent") serves as the transfer and dividend disbursing agent to the Fund.
Counsellors Securities Inc. (the "Distributor") acts as distributor of the
Fund's Shares.
An investor may purchase and redeem Shares of the Class through his broker or
by direct purchases or redemptions. See "Purchase and Redemption of Shares."
An investment in the Shares is subject to certain risks, as set forth in de-
tail under "Investment Objectives and Policies." The Portfolio, to the extent
set forth under "Investment Objectives and Policies," may engage in the fol-
lowing investment practices: the use of repurchase agreements and reverse re-
purchase agreements, the purchase of mortgage-related securities, the purchase
of securities on a "when-issued" or "forward commitment" basis, the purchase
of stand-by commitments and the lending of securities. All of these transac-
tions involve certain special risks, as set forth under "Investment Objectives
and Policies."
For more detailed information on how to purchase or redeem Shares, please re-
fer to the section of this Prospectus entitled "Purchase and Redemption of
Shares."
3
<PAGE>
Fee Table
ANNUAL FUND OPERATING EXPENSES (SHARES)
After Expense Reimbursements and Waivers
<TABLE>
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<CAPTION>
MONEY MARKET
PORTFOLIO
- -------------------------------------------------------------------------------
<S> <C>
Management fees (after waivers)*................................. .13%
12b-1 fees (after waivers)*...................................... .60
Other Expenses (after reimbursements)............................ .24
---
Total Operating Expenses (Bedford Class) (after waivers and
reimbursements).................................................. .97%
===
</TABLE>
- ------
*Management fees and 12b-1 fees are based on average daily net assets and are
calculated daily and paid monthly.
The caption "Other Expenses" does not include extraordinary expenses as deter-
mined by use of generally accepted accounting principles.
EXAMPLE:*
An investor would pay the following expenses on a $1,000 invest-
ment, assuming (1) 5% annual return and (2) redemption at the end
of each time period:
<TABLE>
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<CAPTION>
MONEY MARKET
- -------------------------------------------------------------------------------
<S> <C>
1 YEAR......................................................... $ 10
3 YEARS........................................................ $ 31
5 YEARS........................................................ $ 54
10 YEARS........................................................ $119
</TABLE>
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*Other classes of this Portfolio are sold with different fees and expenses.
The Fee Table is designed to assist an investor in understanding the various
costs and expenses that an investor in the Shares of the Fund will bear di-
rectly or indirectly. (For more complete descriptions of the various costs and
expenses, see "Management--Investment Adviser and Sub-Advisor," and "Distribu-
tion of Shares" below.) The expense figures have been restated from actual ex-
penses paid during the year ended August 31, 1994 to reflect current expense
levels. The Fee Table reflects a voluntary waiver of Management fees for the
Portfolio. However, there can be no assurance that any future waivers of Man-
agement fees will not vary from the figure reflected in the Fee Table. To the
extent that any service providers assume additional expenses of the Portfolio,
such assumption will have the effect of lowering such Portfolio's overall ex-
pense ratio and increasing its yield to investors. Absent fee waivers and re-
imbursements, the expense figures have been restated from actual expenses paid
during the year ended August 31, 1994 to reflect current expense levels.
ANNUAL FUND OPERATING EXPENSES (SHARES)
Before Expense Reimbursements and Waivers
<TABLE>
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<CAPTION>
MONEY MARKET
PORTFOLIO
- -------------------------------------------------------------------------------
<S> <C>
Management fees.................................................. .38%
12b-1 fees....................................................... .60
Other Expenses................................................... .25
----
Total Operating Expenses (Bedford Class) (before waivers and
reimbursements) ................................................. 1.23%
====
</TABLE>
The caption "Other Expenses" does not include extraordinary expenses as deter-
mined by use of generally accepted accounting principles.
The Example in the Fee Table assumes that all dividends and distributions are
reinvested and that the amounts listed under "Annual Fund Operating Expenses
of the Shares After Expense Reimbursements and Waivers" remain the same in the
years shown. THE EXAMPLE SHOULD NOT BE CONSID-
4
<PAGE>
ERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
From time to time the Portfolio advertises its "yield" and "effective yield."
BOTH YIELD FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO
INDICATE FUTURE PERFORMANCE. The "yield" of the Portfolio refers to the income
generated by an investment in the Portfolio over a seven-day period (which pe-
riod will be stated in the advertisement). 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 per-
centage of the investment. The "effective yield" is calculated similarly but,
when annualized, the income earned by an investment in a Portfolio is assumed
to be reinvested. The "effective yield" will be slightly higher than the
"yield" because of the compounding effect of this assumed reinvestment.
The yield of any investment is generally a function of portfolio quality and
maturity, type of investment and operating expenses. The yield on Shares will
fluctuate and is not necessarily representative of future results. Any fees
charged by broker/dealers directly to their customers in connection with in-
vestments in Shares are not reflected in the yields of the Shares, and such
fees, if charged, will reduce the actual return received by shareholders on
their investments. The yield on Shares of the Class may differ from yields on
shares of other classes of the Fund that also represent interests in the same
Portfolio depending on the allocation of expenses to each class of the Portfo-
lio. See "Expenses."
5
<PAGE>
Financial Highlights
The table below sets forth certain information concerning the investment re-
sults of the Portfolio for the years indicated. The financial data included in
this table for each of the periods ended August 31, 1990 through 1994 are a
part of the Fund's financial statement for the Portfolio which have been au-
dited by Coopers & Lybrand L.L.P., the Fund's independent accountants, whose
current report thereon appears in the Statement of Additional Information
along with the financial statements. The financial data for the period ending
August 31, 1989 is a part of a previous financial statement audited by Coopers
& Lybrand L.L.P. The financial data included in this table should be read in
conjunction with the financial statement and related notes included in the
Statement of Additional Information.
FINANCIAL HIGHLIGHTS (C)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
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<CAPTION>
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------------------------------------
FOR THE PERIOD
SEPTEMBER 30,
1988
FOR THE FOR THE FOR THE FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED OF OPERATIONS)
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, TO AUGUST 31,
1994 1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value
beginning of period..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------ ------------ ------------ ------------
Income from investment
operations:
Net investment income.. .0278 .0243 .0375 .0629 .0765 .0779
Net gains on securities
(both realized and
unrealized)............ -- -- .0007 -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Total from investment
operations............. .0278 .0243 .0382 .0629 .0765 .0779
------------ ------------ ------------ ------------ ------------ ------------
Less distributions
Dividends (from net
investment income)..... (.0278) (.0243) (.0375) (.0629) (.0765) (.0779)
Distributions (from
capital gains)......... -- -- (.0007) -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Total distributions.... (.0278) (.0243) (.0382) (.0629) (.0765) (.0779)
------------ ------------ ------------ ------------ ------------ ------------
Net asset value, end of
period.................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
============ ============ ============ ============ ============ ============
Total return............ 2.81% 2.46% 3.89% 6.48% 7.92% 8.81%(b)
Ratios/Supplemental Data
Net assets, end of
period................. $710,737,481 $782,153,438 $736,841,928 $747,530,400 $709,757,157 $152,310,825
Ratios of expenses to
average net assets..... .95%(a) .95%(a) .95%(a) .92%(a) .92%(a) .93%(a)(b)
Ratios of net
investment income to
average net assets..... 2.78% 2.43% 3.75% 6.29% 7.65% 8.61%(b)
</TABLE>
- ------
(a) Without the waiver of advisory fees and without the reimbursement of cer-
tain operating expenses, the ratios of expenses to average net assets for
the Money Market Portfolio would have been 1.16%, 1.19%, 1.20%, 1.17% and
1.16% for the years ended August 31, 1994, 1993, 1992, 1991 and 1990, re-
spectively, and 1.27% annualized for the period ended August 31, 1989.
(b) Annualized.
(c) Financial Highlights relate solely to the Class of Shares of the Fund
within the Portfolio.
6
<PAGE>
The Fund
The Fund is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
nineteen separate investment portfolios. The Class of Shares offered by this
Prospectus represent interests in the Fund's Money Market Portfolio. The Fund
was incorporated in Maryland on February 29, 1988.
Investment Objectives and Policies
MONEY MARKET PORTFOLIO
The Money Market Portfolio's investment objective is to provide as high a
level of current interest income as is consistent with maintaining liquidity
and stability of principal. Portfolio obligations held by the Money Market
Portfolio have remaining maturities of 397 calendar days or less (exclusive of
securities subject to repurchase agreements). In pursuing its investment ob-
jective, the Money Market Portfolio invests in a diversified portfolio of U.S.
dollar-denominated instruments, such as government, bank and commercial obli-
gations, that may be available in the money markets ("Money Market Instru-
ments") and that meet certain ratings criteria and present minimal credit
risks to the Money Market Portfolio. See "Eligible Securities." The following
descriptions illustrate the types of Money Market Instruments in which the
Money Market Portfolio invests.
BANK OBLIGATIONS.
The Portfolio may purchase obligations of issuers in the banking industry,
such as short-term obligations of bank holding companies, certificates of de-
posit, bankers' acceptances and time deposits, including U.S. dollar-denomi-
nated instruments issued or supported by the credit of U.S. or foreign banks
or savings institutions having total assets at the time of purchase in excess
of $1 billion. The Portfolio may invest substantially in obligations of for-
eign banks or foreign branches of U.S. banks where the investment adviser
deems the instrument to present minimal credit risks. Such investments may
nevertheless entail risks that are different from those of investments in do-
mestic obligations of U.S. banks due to differences in political, regulatory
and economic systems and conditions. The Portfolio may also make interest-
bearing savings deposits in commercial and savings banks in amounts not in ex-
cess of 5% of its total assets.
COMMERCIAL PAPER.
The Portfolio may purchase commercial paper rated (at the time of purchase) in
the two highest rating categories of a nationally recognized statistical rat-
ing organization ("NRSRO"). These rating categories are described in the Ap-
pendix to the Statement of Additional Information. The Portfolio may also pur-
chase unrated commercial paper provided that such paper is determined to be of
comparable quality by the Portfolio's investment adviser in accordance with
guidelines approved by the Fund's Board of Directors. Commercial paper issues
in which the Portfolio may invest include securities issued by corporations
without registration under the Securities Act of 1933 (the "1933 Act") in re-
liance on the exemption from such registration afforded by Section 3(a)(3)
thereof, and commercial paper issued in reliance on the so-called "private
placement" exemption from registration which is afforded by Section 4(2) of
the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is restricted as to
disposition under the Federal securities laws in that any resale must simi-
larly be made in an exempt transaction. Section 4(2) paper is normally resold
to other institutional investors through or with the assistance of investment
dealers who make a market in Section 4(2) paper, thus providing liquidity.
The Portfolio may invest in commercial paper and short-term notes and corpo-
rate bonds that meet the Portfolio's quality and maturity restrictions. Com-
mercial paper purchased by the Portfolio may include instruments issued by
foreign issuers, such as Canadian Commercial Paper ("CCP"), which is U.S. dol-
lar-denominated commercial paper issued by a Canadian corporation or a Cana-
dian counterpart of a U.S. corporation, and in Europaper, which is U.S. dol-
lar-denominated commercial paper of a foreign issuer, subject to the criteria
stated above for other commercial paper issuers.
VARIABLE RATE DEMAND NOTES.
The Portfolio may purchase variable rate demand notes, which are unsecured in-
struments that permit the indebtedness thereunder to vary and provide for pe-
riodic adjustment in the interest rate. Although the notes are not normally
traded and there may be no active secondary market in the notes, the Portfolio
will be able (at any time or during the specified periods not exceeding 397
7
<PAGE>
calendar days, depending upon the note involved) to demand payment of the
principal of a note. The notes are not typically rated by credit rating agen-
cies, but issuers of variable rate demand notes must satisfy the same criteria
as set forth above for issuers of commercial paper. If an issuer of a variable
rate demand note defaulted on its payment obligation, the Portfolio might be
unable to dispose of the note because of the absence of an active secondary
market. For this or other reasons, the Portfolio might suffer a loss to the
extent of the default. The Portfolio invests in variable rate demand notes
only when the Portfolio's investment adviser deems the investment to involve
minimal credit risk. The Portfolio's investment adviser also monitors the con-
tinuing creditworthiness of issuers of such notes to determine whether the
Portfolio should continue to hold such notes.
REPURCHASE AGREEMENTS.
The Portfolio may agree to purchase securities from financial institutions
subject to the seller's agreement to repurchase them at an agreed-upon time
and price ("repurchase agreements"). The securities held subject to a repur-
chase agreement may have stated maturities exceeding 397 calendar days, pro-
vided the repurchase agreement itself matures in less than 397 calendar days.
The financial institutions with whom the Portfolio may enter into repurchase
agreements will be banks which the Portfolio's investment adviser considers
creditworthy pursuant to criteria approved by the Board of Directors and non-
bank dealers of U.S. Government securities that are listed on the Federal Re-
serve Bank of New York's list of reporting dealers. The Portfolio's investment
adviser will consider, among other things, whether a repurchase obligation of
a seller involves minimal credit risk to the Portfolio in determining whether
to have the Portfolio enter into a repurchase agreement. The seller under a
repurchase agreement will be required to maintain the value of the securities
subject to the agreement at not less than the repurchase price plus accrued
interest. The Portfolio's investment adviser will mark to market daily the
value of the securities, and will, if necessary, require the seller to main-
tain additional securities, to ensure that the value is not less than the re-
purchase price. Default by or bankruptcy of the seller would, however, expose
the Portfolio to possible loss because of adverse market action or delays in
connection with the disposition of the underlying obligations.
U.S. GOVERNMENT OBLIGATIONS.
The Portfolio may purchase obligations issued or guaranteed by the U.S. Gov-
ernment or its agencies and instrumentalities. Obligations of certain agencies
and instrumentalities of the U.S. Government are backed by the full faith and
credit of the United States. Others are backed by the right of the issuer to
borrow from the U.S. Treasury or are backed only by the credit of the agency
or instrumentality issuing the obligation.
ASSET-BACKED SECURITIES.
The Portfolio may invest in asset-backed securities which are backed by mort-
gages, installment sales contracts, credit card receivables or other assets
and collateralized mortgage obligations ("CMOs") issued or guaranteed by U.S.
Government agencies and instrumentalities or issued by private companies. As-
set-backed securities also include adjustable rate securities. The estimated
life of an asset-backed security varies with the prepayment experience with
respect to the underlying debt instruments. For this and other reasons, an as-
set-backed security's stated maturity may be shortened, and the security's to-
tal return may be difficult to predict precisely. Such difficulties are not
expected, however, to have a significant effect on the Portfolio since the re-
maining maturity of any asset-backed security acquired will be 397 days or
less. Asset-backed securities are considered an industry for industry concen-
tration purposes. See "Investment Limitations."
REVERSE REPURCHASE AGREEMENTS.
The Portfolio may enter into reverse repurchase agreements with respect to
portfolio securities. At the time the Portfolio enters into a reverse repur-
chase agreement, it will place in a segregated custodial account with the
Fund's custodian or a qualified sub-custodian liquid assets such as U.S. Gov-
ernment securities or other liquid debt securities having a value equal to or
greater than the repurchase price (including accrued interest) and will subse-
quently monitor the account to ensure that such value is maintained. Reverse
repurchase agreements involve the risk that the market value of the securities
sold by the Portfolio may decline below the price of the securities the Port-
folio is obligated to repurchase. Reverse repurchase agreements are considered
to be borrowings by the Portfolio under the 1940 Act.
MUNICIPAL OBLIGATIONS.
In addition, the Portfolio may, when deemed appropriate by its investment ad-
viser in light of the Portfolio's investment objective, invest without limita-
tion in high quality, short-term municipal obligations ("Municipal Obliga-
tions") issued by state and local governmental issuers, provided that such
8
<PAGE>
obligations carry yields that are competitive with those of other types of
Money Market Instruments of comparable quality. For a more complete descrip-
tion of Municipal Obligations, see Statement of Additional Information under
"Investment Objectives and Policies."
GUARANTEED INVESTMENT CONTRACTS.
The Portfolio may make investments in obligations, such as guaranteed invest-
ment contracts and similar funding agreements (collectively "GICs"), issued by
highly rated U.S. insurance companies. A GIC is a general obligation of the
issuing insurance company and not a separate account. The Portfolio's invest-
ments in GICs are not expected to exceed 5% of its total assets at the time of
purchase absent unusual market conditions. GIC investments are subject to the
Fund's policy regarding investments in illiquid securities.
STAND-BY COMMITMENTS.
The Portfolio may acquire "stand-by commitments" with respect to Municipal Ob-
ligations held in its portfolio. Under a stand-by commitment, a dealer would
agree to purchase at the Portfolio's option specified Municipal Obligations at
a specified price. The acquisition of a stand-by commitment may increase the
cost, and thereby reduce the yield, of the Municipal Obligation to which such
commitment relates. The Portfolio will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes.
WHEN-ISSUED SECURITIES.
The Portfolio may purchase portfolio securities on a "when-issued" basis.
When-issued securities are securities purchased for delivery beyond the normal
settlement date at a stated price and yield. The Portfolio will generally not
pay for such securities or start earning interest on them until they are re-
ceived. Securities purchased on a when-issued basis are recorded as an asset
at the time the commitment is entered into and are subject to changes in value
prior to delivery based upon changes in the general level of interest rates.
The Portfolio expects that commitments to purchase when-issued securities will
not exceed 25% of the value of its total assets absent unusual market condi-
tions. The Portfolio does not intend to purchase when-issued securities for
speculative purposes but only in furtherance of its investment objective.
ELIGIBLE SECURITIES.
The Portfolio will only purchase "eligible securities" that present minimal
credit risks as determined by the Portfolio's adviser pursuant to guidelines
adopted by the Board of Directors. Eligible securities generally include: (1)
U.S. Government securities, (2) securities that are rated at the time of pur-
chase in the two highest rating categories by one or more nationally recog-
nized statistical rating organizations ("NRSROs") (e.g. commercial paper rated
"A-1" or "A-2" by S&P), (3) securities that are rated at the time of purchase
by the only NRSRO rating the security in one of its two highest rating catego-
ries for such securities, and (4) securities that are not rated and are issued
by an issuer that does not have comparable obligations rated by an NRSRO
("Unrated Securities"), provided that such securities are determined to be of
comparable quality to eligible rated securities. For a more complete descrip-
tion of eligible securities, see "Investment Objectives and Policies" in the
Statement of Additional Information.
ILLIQUID SECURITIES.
The Portfolio will not invest more than 10% of its net assets in illiquid se-
curities, including repurchase agreements which have a maturity of longer than
seven days, time deposits with maturities in excess of seven days, variable
rate demand notes with demand periods in excess of seven days unless the Port-
folio's investment adviser determines that such notes are readily marketable
and could be sold promptly at the prices at which they are valued, and other
securities that are illiquid by virtue of the absence of a readily available
market or legal or contractual restrictions on resale. Repurchase agreements
subject to demand are deemed to have a maturity equal to the notice period.
Securities that have legal or contractual restrictions on resale but have a
readily available market are not deemed illiquid for purposes of this limita-
tion. The Portfolio's investment adviser will monitor the liquidity of such
restricted securities under the supervision of the Board of Directors. See
"Investment Objectives and Policies--Illiquid Securities" in the Statement of
Additional Information.
The Money Market Portfolio's investment objective and policies described above
may be changed by the Fund's Board of Directors without the affirmative vote
of the holders of a majority of all outstanding Shares representing interests
in the Portfolio. Such changes may result in the Portfolio having investment
objectives which differ from those an investor may have considered at the time
of investment. There is no assurance that the investment objective of the
Money Market Portfolio will be achieved. The Portfolio may not, however,
change the investment limitations summarized below
9
<PAGE>
without such a vote of shareholders. (A more detailed description of the fol-
lowing investment limitations, together with other investment limitations that
cannot be changed without a vote of shareholders, is contained in the State-
ment of Additional Information under "Investment Objectives and Policies.")
THE MONEY MARKET PORTFOLIO MAY NOT:
1. Purchase any securities other than Money Market Instruments, some of
which may be subject to repurchase agreements, but the Portfolio may make
interest-bearing savings deposits in amounts not in excess of 5% of the
value of the Portfolio's assets and may make time deposits.
2. Borrow money, except from banks for temporary purposes and except for
reverse repurchase agreements, and then in amounts not in excess of 10% of
the value of the Portfolio's assets at the time of such borrowing, and
only if after such borrowing there is asset coverage of at least 300% for
all borrowings of the Portfolio, or mortgage, pledge or hypothecate any of
its assets except in connection with any such borrowing and in amounts not
in excess of 10% of the value of the Portfolio's assets at the time of
such borrowing; or purchase portfolio securities while borrowings in ex-
cess of 5% of the Portfolio's net assets are outstanding. (This borrowing
provision is not for investment leverage, but solely to facilitate manage-
ment of the Portfolio's securities by enabling the Portfolio to meet re-
demption requests where the liquidation of portfolio securities is deemed
to be disadvantageous or inconvenient.)
3. Purchase any securities which would cause, at the time of purchase,
less than 25% of the value of the total assets of the Portfolio to be in-
vested in the obligations of issuers in the banking industry, or in obli-
gations, such as repurchase agreements, secured by such obligations (un-
less the Portfolio is in a temporary defensive position) or which would
cause, at the time of purchase, more than 25% of the value of its total
assets to be invested in the obligations of issuers in any other industry.
4. Purchase securities of any one issuer, other than securities issued
or guaranteed by the U.S. Government or its agencies and instrumentali-
ties, if immediately after and as a result of such purchase more than 5%
of the value of its total assets would be invested in the securities of
such issuer, or more than 10% of the outstanding voting securities of such
issuer would be owned by the Portfolio, except that up to 25% of the value
of the Portfolio's total assets may be invested without regard to such 5%
limitation.
So long as it values its portfolio securities on the basis of the amortized
cost method of valuation pursuant to Rule 2a-7 under the 1940 Act, the Money
Market Portfolio will meet the following limitations on its investments in ad-
dition to the fundamental investment limitations described above. These limi-
tations may be changed without a vote of shareholders of the Money Market
Portfolio.
1. The Money Market Portfolio will limit its purchases of the securities
of any one issuer, other than issuers of U.S. Government securities, to 5%
of its total assets, except that the Money Market Portfolio may invest
more than 5% of its total assets in First Tier Securities of one issuer
for a period of up to three business days. "First Tier Securities" include
eligible securities that (i) if rated by more than one NRSRO, are rated
(at the time of purchase) by two or more NRSROs in the highest rating cat-
egory for such securities, (ii) if rated by only one NRSRO, are rated by
such NRSRO in its highest rating category for such securities, (iii) have
no short-term rating and are comparable in priority and security to a
class of short-term obligations of the issuer of such securities that have
been rated in accordance with (i) or (ii) above, or (iv) are Unrated Secu-
rities that are determined to be of comparable quality to such securities.
Purchases of First Tier Securities that come within categories (ii) and
(iv) above will be approved or ratified by the Board of Directors.
2. The Money Market Portfolio will limit its purchases of Second Tier
Securities, which are eligible securities other than First Tier Securi-
ties, to 5% of its total assets.
3. The Money Market Portfolio will limit its purchases of Second Tier
Securities of one issuer to the greater of 1% of its total assets or $1
million.
10
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Purchase and Redemption of Shares
PURCHASE PROCEDURES
GENERAL.
Bedford Shares are sold without a sales load on a continuous basis by the
Fund's Distributor. The Distributor is located at 466 Lexington Avenue, New
York, New York. Investors may purchase Bedford Shares either directly, through
an exchange from accounts invested in shares of any open-end investment com-
pany (the "Bear Stearns Funds") either sponsored by or advised by Bear,
Stearns & Co. Inc. ("Bear Stearns"), or its affiliates, or through an account
(the "Account") maintained by the investor with certain brokerage firms and
may also purchase Shares directly by mail or bank wire. The minimum initial
investment is $1,000, and the minimum subsequent investment is $250. The Fund
in its sole discretion may accept or reject any order for purchases of Bedford
Shares.
All payments for initial and subsequent investments should be in U.S. dollars.
Purchases will be effected at the net asset value next determined after PFPC,
the Fund's transfer agent, has received a purchase order in proper form and
the Fund's custodian has Federal Funds immediately available to it. In those
cases where payment is made by check, Federal Funds will generally become
available two Business Days after the check is received. Orders which are ac-
companied by Federal Funds, and received by the Fund by 12:00 noon Eastern
Time, and orders as to which payment has been converted into Federal Funds by
12:00 noon Eastern Time, will be executed as of 12:00 noon that Business Day.
Orders which are accompanied by Federal Funds and received by the Fund after
12:00 noon Eastern Time but prior to 4:00 p.m. Eastern Time, and orders as to
which payment has been converted into Federal Funds after 12:00 noon Eastern
Time but prior to 4:00 p.m. Eastern Time on any Business Day of the Fund, will
be executed as of 4:00 p.m. Eastern Time on that Business Day but will not be
entitled to receive dividends declared on such Business Day. Orders which are
accompanied by Federal Funds and received by the Fund as of 4:00 p.m. Eastern
Time or later, and orders as to which payment has been converted to Federal
Funds as of 4:00 p.m. Eastern Time or later on a Business Day will be proc-
essed as of 12:00 noon Eastern Time on the following Business Day. A "Business
Day" is any day that both the New York Stock Exchange (the "NYSE") and the
Federal Reserve Bank of Philadelphia (the "FRB") are open. Currently, the NYSE
or the FRB are closed on weekends and New Year's Day, Martin Luther King's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day (observed),
Labor Day, Thanksgiving Day and Christmas Day (observed).
PURCHASES THROUGH AN ACCOUNT.
Purchases of Shares may be effected through brokers (other than Bear Stearns
or brokers who have clearing arrangements with Bear Stearns) and may be made
by check (except that a check drawn on a foreign bank will not be accepted),
Federal Reserve draft or by wiring Federal Funds with funds held in the bro-
kerage accounts. Checks or Federal Reserve drafts should be made payable as
follows: (1) to an investor's broker or (ii) to "The RBB Fund--Money Market
Portfolio (Bedford Class)" if purchased directly from the Portfolio, and
should be directed to the Transfer Agent: PFPC Inc., Attention: The RBB Fund--
Money Market Portfolio (Bedford Class), P.O. Box 8950, Wilmington, Delaware
19899. The investor's broker is responsible for forwarding payment promptly to
the Fund's Custodian, PNC Bank. An investor's bank or broker may impose a
charge for this service. The payment proceeds of a redemption of shares re-
cently purchased by check may be delayed as described under "Redemption Proce-
dures."
In the event of a purchase effected through an investor's Account with his
broker through procedures established in connection with the requirements of
Accounts at such broker, beneficial ownership of Shares will be recorded by
the broker and will be reflected in the Account statements provided by the
broker to such investors. A broker may impose minimum investor Account re-
quirements. Although a broker does not impose a sales charge for purchases of
Bedford Shares, depending on the terms of an investor's Account with his bro-
ker, the broker may charge an investor's Account fees for automatic investment
and other services provided to the Account. Information concerning Account re-
quirements, services and charges should be obtained from an investor's broker.
This Prospectus should be read in conjunction with any information received
from a broker. Shareholders whose shares are held in the street name account
of a broker/dealer and who desire to transfer such shares to the street name
account of another broker/dealer should contact their current broker/dealer.
11
<PAGE>
If a broker makes special arrangements under which orders for Bedford Shares
are received by PFPC prior to 12:00 noon Eastern Time, and the broker guaran-
tees that payment for such Shares will be made in Federal Funds to the Fund's
custodian prior to 4:00 p.m. Eastern Time, on the same day, such purchase or-
ders will be effective and Shares will be purchased at the offering price in
effect as of 12:00 noon Eastern Time on the date the purchase order is re-
ceived by PFPC.
A Shareholder of the Bear Stearns Funds may purchase Bedford Shares of the
Portfolio in exchange for his shares of the Bear Stearns Funds. This exchange
privilege is available for an investor with an existing account. See "Exchange
of Shares" below.
For distribution services with respect to Bedford Shares of the Portfolio held
by either clients of Bear Stearns or clients of broker/dealers who have en-
tered into selling agreements for the Bear Stearns Funds, the Fund's Distribu-
tor will pay Bear Stearns up to .50% of the annual average value of such
Shares.
DIRECT PURCHASES.
Investors may purchase the Portfolio's shares by mail by fully completing and
signing an Account Information Form (the "Application"), a copy of which is
attached to this Prospectus, and mailing it, together with a check payable to
"The RBB Fund--Money Market Portfolio (Bedford Class)," c/o PFPC, P.O. Box
8950, Wilmington, Delaware 19899. The check must specify the name of The RBB
Fund--Money Market Portfolio (Bedford Class). Subsequent purchases may be made
by forwarding payment to the Fund's transfer agent at the foregoing address.
Provided that the investment is at least $2,500, an investor may also purchase
Shares by having his bank or his broker wire Federal Funds to the Fund's Cus-
todian, PNC Bank. An investor's bank or broker may impose a charge for this
service. In order to ensure prompt receipt of an investor's Federal Funds
wire, for an initial investment, it is important that an investor follows
these steps:
A. Telephone the Fund's transfer agent, PFPC, toll-free (800) 447-1139
(in Delaware call collect (302) 791-1031), and provide it with your name,
address, telephone number, Social Security or Tax Identification Number,
the Bedford Class selected, the amount being wired, and by which bank.
PFPC will then provide an investor with a Fund account number. (Investors
with existing accounts should also notify the Fund's transfer agent prior
to wiring funds.)
B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to the Custodian:
PNC Bank, N.A.
ABA-0310-0005-3.
CREDIT ACCOUNT NUMBER: 86-1030-3398
FROM: (name of investor)
ACCOUNT NUMBER: (investor's account number with the
Portfolio)
FOR PURCHASE OF: (name of the Portfolio)
AMOUNT: (amount to be invested)
C. Fully complete and sign the Application and mail it to the address
shown thereon. PFPC will not process redemptions until it receives a fully
completed and signed Application.
For subsequent investments, an investor should follow steps A and B above.
RETIREMENT PLANS.
Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further in-
formation as to applications and annual fees, contact the Distributor or your
broker. To determine whether the benefits of an IRA are available and/or ap-
propriate, a shareholder should consult with a tax adviser.
REDEMPTION PROCEDURES
Redemption orders are effected at the net asset value per share next deter-
mined after receipt of the order in proper form by the Fund's transfer agent,
PFPC. Investors may redeem all or some of their Shares in accordance with one
of the procedures described below.
REDEMPTION OF SHARES IN AN ACCOUNT.
An investor who beneficially owns Shares may redeem Shares in his Account in
accordance with instructions and limitations pertaining to his Account by con-
tacting his broker. If such notice is received by PFPC from the broker by
12:00 noon Eastern Time on any Business Day, the redemption
12
<PAGE>
will be effective as of 12:00 noon Eastern Time on that day. Payment of the
redemption proceeds will be made after 12:00 noon Eastern Time on the day the
redemption is effected, provided that the Fund's custodian is open for busi-
ness. If the custodian is not open, payment will be made on the next bank
business day. If the redemption request is received between 12:00 noon and
4:00 p.m. Eastern Time on a Business Day, the redemption will be effective as
of 4:00 p.m. Eastern Time on such Business Day and payment will be made on the
next bank business day following receipt of the redemption request. If all
shares are redeemed, all accrued but unpaid dividends on those shares will be
paid with the redemption proceeds.
Each brokerage firm reserves the right to waive or modify criteria for partic-
ipation in an Account or to terminate participation in an Account for any rea-
son.
REDEMPTION OF SHARES OWNED DIRECTLY.
An investor may redeem any number of Shares by sending a written request to
The RBB Fund-- Money Market Portfolio (Bedford Class), c/o PFPC, P.O. Box
8950, Wilmington, Delaware 19899. Redemption requests must be signed by each
shareholder in the same manner as the Shares are registered. Redemption re-
quests for joint accounts require the signature of each joint owner. On re-
demption requests of $5,000 or more, a signature guarantee is required. A sig-
nature guarantee verifies the authenticity of your signature and the guarantor
must be an eligible guarantor. In order to be eligible, the guarantor must be
a participant in a STAMP program (a Securities Transfer Agents Medallion Pro-
gram). (For a more complete description of a signature guarantee, see "Addi-
tional Information about Redemptions" below.)
Investors may redeem shares without charge by telephone if they have checked
the appropriate box and supplied the necessary information on the Application,
or have filed a Telephone Authorization with the Fund's transfer agent. An in-
vestor may obtain a Telephone Authorization from PFPC or by calling Account
Services at (800) 447-1139 (in Delaware call collect (302) 791-1031). The Fund
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, and if the Fund does not employ such procedures, it may
be liable for any losses due to unauthorized or fraudulent telephone instruc-
tions. The proceeds will be mailed by check to an investor's registered ad-
dress unless he has designated in his Application or Telephone Authorization
that such proceeds are to be sent by wire transfer to a specified checking or
savings account. If proceeds are to be sent by wire transfer, a telephone re-
demption request received prior to 4:00 p.m. will result in redemption pro-
ceeds being wired to the investor's bank account on the next day that a wire
transfer can be effected. The minimum redemption for proceeds sent by wire
transfer is $2,500. There is no maximum for proceeds sent by wire transfer.
The Fund may modify this redemption service at any time or charge a service
fee upon prior notice to shareholders. No fee is currently contemplated. Nei-
ther PFPC nor the Fund will be liable for any loss, liability, cost or expense
for following the procedures below or for following instructions communicated
by telephone that it reasonably believes to be genuine.
The Fund's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2) re-
quiring the caller to provide the names of the account owners, the account So-
cial Security Number and name of the Fund, all of which must match the Fund's
records; (3) requiring the Fund's service representative to complete a tele-
phone transaction form, listing all of the above caller identification infor-
mation; (4) requiring that redemption proceeds be sent only by check to the
account owners of record at the address of record, or by wire only to the own-
ers of record at the bank account of record; (5) sending a written confirma-
tion for each telephone transaction to the owners of record at the address of
record within five (5) business days of the call; and (6) maintaining tapes of
telephone transactions for six months, if the Fund elects to record share-
holder telephone transactions.
For accounts held of record by a broker-dealer, trustee, custodian or other
agent, additional documentation or information regarding the scope of a call-
er's authority is required. Finally, for telephone transactions in accounts
held jointly, additional information regarding other account holders is re-
quired. Telephone transactions will not be permitted in connection with IRA or
other retirement plan accounts or by attorney-in-fact under power of attorney.
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
A shareholder may have redemption proceeds of $1 million or more wired to the
shareholder's brokerage account or a commercial bank account designated by the
shareholder. A transaction fee of $7.50 will be charged for payments by wire.
Questions about this option, or redemption require-
13
<PAGE>
ments generally, should be referred to the shareholder's Bear Stearns account
executive, to the investor's broker, or to the Transfer Agent if the shares
are not held in a brokerage account.
Written redemption instructions, indicating the Portfolio from which shares
are to be redeemed, and duly endorsed stock certificates, if previously is-
sued, must be received by the Transfer Agent in proper form and signed exactly
as the shares are registered. All signatures must be guaranteed. The Transfer
Agent has adopted standards and procedures pursuant to which signature-guaran-
tees in proper form generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations, as well as from par-
ticipants in the New York Stock Exchange Medallion Signature Program, the
Stock Exchanges Medallion Program and the Securities Transfer Agents Medallion
Program ("STAMP"). Such guarantees must be signed by an authorized signatory
thereof with "Signature Guaranteed" appearing with the shareholder's signa-
ture. If the signature is guaranteed by a broker or dealer, such broker or
dealer must be a member of a clearing corporation and maintain net capital of
at least $100,000. Signature-guarantees may not be provided by notaries pub-
lic. Redemption requests by corporate and fiduciary shareholders must be ac-
companied by appropriate documentation establishing the authority of the per-
son seeking to act on behalf of the account. Investors may obtain from the
Fund or the Transfer Agent forms of resolutions and other documentation which
have been prepared in advance to assist compliance with the Portfolio's proce-
dures.
During times of drastic economic or market conditions, investors may experi-
ence difficulty in contacting Bear Stearns, the Distributor or the investor's
broker by telephone to request a redemption of Portfolio shares. In such
cases, investors should consider using the other redemption procedures de-
scribed herein. Use of these other redemption procedures may result in the re-
demption request being processed at a later time than it would have been if
telephone redemption had been used.
AUTOMATIC WITHDRAWAL
Automatic withdrawal permits investors to request withdrawal of a specified
dollar amount (minimum of $25) on either a monthly or quarterly basis if the
investor has a $5,000 minimum account. An application for automatic withdrawal
can be obtained from Bear Stearns, the Distributor, the investor's broker, or
the Transfer Agent. Automatic Withdrawal may be ended at any time by the in-
vestor, the Fund or the Transfer Agent. Shares for which certificates have
been issued may not be redeemed through Automatic Withdrawal. Purchases of ad-
ditional shares concurrently with withdrawals generally are undesirable.
The Fund ordinarily will make payment for all Shares redeemed within seven
days after receipt by PFPC of a redemption request in proper form. However,
Shares purchased by check will not be redeemed, for a period of up to fifteen
days after their purchase, pending a determination that the check has cleared.
This procedure does not apply to Shares purchased by wire payment. During the
period prior to the time Shares are redeemed, dividends on such Shares will
accrue and be payable.
The Fund imposes no charge when Shares are redeemed. The Fund reserves the
right to redeem any account in the Class involuntarily, on thirty days' no-
tice, if such account falls below $500 and during such 30-day period the
amount invested in such account is not increased to at least $500. Payment for
Shares redeemed may be postponed or the right of redemption suspended as pro-
vided by the rules of the Securities and Exchange Commission.
Exchange of Shares
EXCHANGE PRIVILEGE.
The exchange privilege enables an investor to purchase shares of the Portfolio
in exchange for shares of the other mutual funds sponsored or advised by Bear
Stearns, to the extent such shares are offered for sale in the investor's
state of residence. These funds have different investment objectives which may
be of interest to investors. To use this Privilege, investors should consult
their account executive at Bear Stearns, their investment dealers who have
sales agreements with Bear Stearns, the Distributor, the investor's broker or
the Transfer Agent to determine if it is available and whether any conditions
are imposed on its use. Currently, exchanges may be made among the following
other portfolios:
14
<PAGE>
. Emerging Markets Debt Portfolio
. S&P STARS Portfolio
. Large Cap Value Portfolio
. Small Cap Value Portfolio
. Total Return Bond Portfolio
To use this Privilege, exchange instructions must be given to the Transfer
Agent in writing or by telephone. A shareholder wishing to make an exchange
may do so by sending a written request to the Transfer Agent at: PFPC Inc.,
Attention: The RBB Fund--Money Market Portfolio (Bedford Class), P.O. Box
8950, Wilmington, Delaware 19899. Shareholders are automatically provided with
telephone exchange privileges when opening an account, unless they indicate on
the account application that they do not wish to use this privilege. Share-
holders holding share certificates are not eligible to exchange shares of the
Portfolio by phone because share certificates must accompany all exchange re-
quests. To add this feature to an existing account that previously did not
provide for this option, a Telephone Exchange Authorization Form must be filed
with the Transfer Agent. This form is available from the Transfer Agent. Once
this election has been made, the shareholder may contact the Transfer Agent by
telephone at (800) 447-1139 (in Delaware call collect (302) 791-1031) to re-
quest the exchange. During periods of substantial economic or market change,
telephone exchanges may be difficult to complete and shareholders may have to
submit exchange requests to the Transfer Agent in writing.
If the exchanging shareholder does not currently own shares of the portfolio
or fund whose shares are being acquired, a new account will be established
with the same registration, dividend and capital gain options and the same
dealer of record as the account from which shares are exchanged, unless other-
wise specified in writing by the shareholder with all signatures guaranteed by
an eligible guarantor institution as defined above. To participate in the Sys-
tematic Investment Plan or establish automatic withdrawal for the new account,
however, an exchanging shareholder must file a specific written request. The
exchange privilege may be modified or terminated at any time, or from time to
time, by the Fund on 60 days' notice to affected portfolio or fund sharehold-
ers. The Fund, PFPC, the Fund's Transfer Agent, the Distributor, and Bear
Stearns will not be liable for any loss, liability, cost or expense for acting
upon telephone instructions that are reasonably believed to be genuine. In at-
tempting to confirm that telephone instructions are genuine, the Fund will use
such procedures as are considered reasonable, including recording those in-
structions and requesting information as to account registration (such as the
name in which an account is registered, the account number, recent transac-
tions in the account, and the account holder's Social Security number, address
and/or bank).
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the portfolio or fund into which the exchange is being
made. Prospectuses may be obtained from Bear Stearns. Except in the case of
Personal Retirement Plans, the shares being exchanged must have a current
value of at least $250; furthermore, when establishing a new account by ex-
change, the shares being exchanged must have a value of at least the minimum
initial investment required for the portfolio or fund into which the exchange
is being made; if making an exchange to an existing account, the dollar value
must equal or exceed the applicable minimum for subsequent investments. If any
amount remains in the investment portfolio from which the exchange is being
made, such amount must not be below the minimum account value required by the
portfolio or fund.
Shares will be exchanged at the next determined public offering price; howev-
er, to qualify, at the time of the exchange the investor must notify Bear
Stearns, the Distributor, his investment dealer or the Transfer Agent. Any
such qualification is subject to confirmation of the investor's holdings
through a check of appropriate records. No fees currently are charged share-
holders directly in connection with exchanges, although the Fund reserves the
right, upon not less than 60 days' written notice, to charge shareholders a
$5.00 fee in accordance with rules promulgated by the Securities and Exchange
Commission. The Fund reserves the right to reject any exchange request in
whole or in part. The Exchange Privilege may be modified or terminated at any
time upon notice to shareholders.
The exchange of shares of one portfolio or fund for shares of another is
treated for Federal income tax purposes as a sale of the shares given in ex-
change by the shareholder and, therefore, an exchanging shareholder may real-
ize a taxable gain or loss.
15
<PAGE>
REDIRECTED DISTRIBUTION OPTION
The Redirected Distribution Option enables a shareholder to invest automati-
cally dividends or dividends and capital gain distributions, if any, paid by
the Portfolio in shares of another portfolio of the Fund or a fund advised or
sponsored by Bear Stearns of which the shareholder is an investor. Shares of
the other portfolio or fund will be purchased at the then current public of-
fering price; however, a sales load may be charged with respect to investments
in shares of a portfolio or fund sold with a sales load. If the shareholder is
investing in a fund that charges a sales load, such shareholder may qualify
for share prices which do not include the sales load or which reflect a re-
duced sales load.
This Privilege is available only for existing accounts and may not be used to
open new accounts. Minimum subsequent investments do not apply. The Fund may
modify or terminate this Privilege at any time or charge a service fee. No
such fee currently is contemplated.
Net Asset Value
The net asset value per share of the Portfolio for the purpose of pricing pur-
chase and redemption orders is determined twice each day, once as of 12:00
noon Eastern Time and once as of 4:00 p.m. Eastern Time on each weekday with
the exception of those holidays on which either the NYSE or the FRB is closed.
Currently, the NYSE or the FRB, or both, are closed on the customary national
business holidays of New Year's Day, Martin Luther King's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day (observed), Labor Day, Colum-
bus Day, Veterans Day, Thanksgiving Day and Christmas Day (observed). The
Portfolio's net asset value per share is calculated by adding the value of all
securities and other assets of the Portfolio, subtracting its liabilities and
dividing the result by the number of its outstanding shares. The net asset
value per share of the Portfolio is determined independently of any of the
Fund's other investment portfolios.
The Fund seeks to maintain for the Portfolio a net asset value of $1.00 per
share for purposes of purchases and redemptions and values its portfolio secu-
rities on the basis of the amortized cost method of valuation described in the
Statement of Additional Information under the heading "Valuation of Shares."
There can be no assurance that net asset value per share will not vary.
With the approval of the Board of Directors, the Portfolio may use a pricing
service, bank or broker-dealer experienced in such matters to value the Port-
folio's securities. A more detailed discussion of net asset value and security
valuation is contained in the Statement of Additional Information.
Management
BOARD OF DIRECTORS
The business and affairs of the Fund and each investment portfolio are managed
under the direction of the Fund's Board of Directors. The Fund currently oper-
ates or proposes to operate nineteen separate investment portfolios. The Class
represents interests in the Fund's Money Market Portfolio.
INVESTMENT ADVISER AND SUB-ADVISOR
PIMC, a wholly owned subsidiary of PNC Bank, serves as the investment adviser
for the Portfolio. PIMC was organized in 1977 by PNC Bank to perform advisory
services for investment companies, and has its principal offices at Bellevue
Park Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809. PNC
Bank serves as the sub-advisor for the Portfolio. PNC Bank and its predeces-
sors have been in the business of managing the investments of fiduciary and
other accounts in the Philadelphia area since 1847. PNC Bank and its subsidi-
aries currently manage over $30 billion of assets, of which approximately $28
billion are mutual funds. PNC Bank, a national bank whose principal business
address is Broad and Chestnut Streets, Philadelphia, Pennsylvania 19101, is a
wholly owned subsidiary of PNC Bancorp, Inc. PNC Bancorp, Inc. is a bank hold-
ing company and a wholly owned subsidiary of PNC Bank Corp, a multi-bank hold-
ing company.
As investment adviser to the Portfolio, PIMC manages such Portfolio and is re-
sponsible for all purchases and sales of portfolio securities. PIMC also as-
sists generally in supervising the operations of the Portfolio, and maintains
the Portfolio's financial accounts and records. PNC Bank, as sub-advisor, pro-
vides research and credit analysis and provides PIMC with certain other serv-
ices. In entering into
16
<PAGE>
Portfolio transactions for the Portfolio with a broker, PIMC may take into ac-
count the sale by such broker of shares of the Fund, subject to the require-
ments of best execution.
For the services provided to and expenses assumed by it for the benefit of the
Money Market Portfolio, PIMC is entitled to receive the following fees, com-
puted daily and payable monthly based on a Portfolio's average daily net as-
sets: .45% of the first $250 million; .40% of the next $250 million; and .35%
of net assets in excess of $500 million.
PIMC may in its discretion from time to time agree to waive voluntarily all or
any portion of its advisory fee for the Portfolio. For its sub-advisory serv-
ices, PNC Bank is entitled to receive from PIMC an amount equal to 75% of the
advisory fees paid by the Fund to PIMC with respect to the Portfolio (subject
to certain adjustments). Such sub-advisory fees have no effect on the advisory
fees payable by the Portfolio to PIMC. In addition, PIMC may from time to time
enter into an agreement with one of its affiliates pursuant to which it dele-
gates some or all of its accounting and administrative obligations under its
advisory agreements with the Fund relating to the Portfolio. Any such arrange-
ment would have no effect on the advisory fees payable by the Portfolio to
PIMC.
For the Fund's fiscal year ended August 31, 1994, the Fund paid investment ad-
visory fees aggregating .18% of the average daily net assets of the Money Mar-
ket Portfolio. For that same year, PIMC waived approximately .20% of average
daily net assets of the Money Market Portfolio.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN
PNC Bank also serves as the Fund's custodian and PFPC, an indirect wholly
owned subsidiary of PNC Bank Corp, serves as the Fund's transfer agent and
dividend disbursing agent. PFPC may enter into shareholder servicing agree-
ments with registered broker/dealers who have entered into dealer agreements
with the Distributor for the provision of certain shareholder support services
to customers of such broker/dealers who are shareholders of the Portfolio. The
services provided and the fees payable by the Fund for these services are de-
scribed in the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements."
EXPENSES
The expenses of the Portfolio are deducted from the total income of the Port-
folio before dividends are paid. These expenses include, but are not limited
to, organizational costs, fees paid to the investment adviser, fees and ex-
penses of officers and directors who are not affiliated with the Portfolio's
investment adviser or Distributor, taxes, interest, legal fees, custodian
fees, auditing fees, brokerage fees and commissions, certain of the fees and
expenses of registering and qualifying the Portfolio and its shares for dis-
tribution under Federal and state securities laws, expenses of preparing pro-
spectuses and statements of additional information and of printing and dis-
tributing prospectuses and statements of additional information annually to
existing shareholders that are not attributable to a particular class, the ex-
pense of reports to shareholders, shareholders' meetings and proxy solicita-
tions that are not attributable to a particular class, fidelity bond and di-
rectors and officers liability insurance premiums, the expense of using inde-
pendent pricing services and other expenses which are not expressly assumed by
the Portfolio's investment adviser under its advisory agreement with the Port-
folio. Any general expenses of the Fund that are not readily identifiable as
belonging to a particular investment portfolio of the Fund will be allocated
among all investment portfolios of the Fund based upon the relative net assets
of the investment portfolios at the time such expenses were accrued. In addi-
tion, distribution expenses, transfer agency expenses, expenses of preparing,
printing and distributing prospectuses, statements of additional information,
proxy statements and reports to shareholders, and registration fees identified
as belonging to a particular class, are allocated to the class.
The investment adviser has agreed to reimburse the Portfolio for the amount,
if any, by which the total operating and management expenses of such Portfolio
for any fiscal year exceed the most restrictive state blue sky expense limita-
tion in effect from time to time, to the extent required by such limitation.
The investment adviser may assume additional expenses of the Portfolio from
time to time. In certain circumstances, it may assume such expenses on the
condition that it is reimbursed by the Portfolio for such amounts prior to the
end of a fiscal year. In such event, the reimbursement of such amounts will
have the effect of increasing a Portfolio's expense ratio and of decreasing
yield to investors.
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For the Fund's fiscal year ended August 31, 1994, the Fund's total expenses
were 1.16% of the average daily net assets with respect to the Class of the
Money Market Portfolio (not taking into account waivers and reimbursements of
.21%).
Distribution of Shares
Counsellors Securities Inc. (the "Distributor"), a wholly-owned subsidiary of
Warburg, Pincus Counsellors, Inc. with an address at 466 Lexington Avenue, New
York, New York, acts as distributor of the Shares of the Class of the Fund
pursuant to a distribution contract (the "Distribution Contract") with the
Fund on behalf of the Class.
The Board of Directors of the Fund approved and adopted the Distribution Con-
tract and separate Plan of Distribution for the Class (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to
receive from the Class a distribution fee, which is accrued daily and paid
monthly, of up to .65% on an annualized basis of the average daily net assets
of the Class. Under the Distribution Contract, the Distributor has agreed to
accept compensation for its services thereunder and under the Plan in the
amount of .60% of the average daily net assets of the Class on an annualized
basis in any year. The actual amount of such compensation is agreed upon from
time to time by the Fund's Board of Directors and the Distributor. Pursuant to
the conditions of an exemptive order granted by the Securities and Exchange
Commission, the Distributor has agreed to waive its fee with respect to the
Class on any day to the extent necessary to assure that the fee required to be
accrued by the Class does not exceed the income of the Class on that day. In
addition, the Distributor may, in its discretion, voluntarily waive from time
to time all or any portion of its distribution fee.
Under the Distribution Contract and the Plan, the Distributor may reallocate
an amount up to the full fee that it receives to financial institutions, in-
cluding broker/dealers, based upon the aggregate investment amounts maintained
by and services provided to shareholders of the Class serviced by such finan-
cial institutions. The Distributor may also reimburse broker/dealers for other
expenses incurred in the promotion of the sale of Fund shares. The Distributor
and/or broker/dealers pay for the cost of printing (excluding typesetting) and
mailing to prospective investors prospectuses and other materials relating to
the Fund as well as for related direct mail, advertising and promotional ex-
penses.
The Plan obligates the Fund, during the period it is in effect, to accrue and
pay to the Distributor on behalf of the Class the fee agreed to under the Dis-
tribution Contract. The Plan does not obligate the Fund to reimburse the Dis-
tributor for the actual expenses the Distributor may incur in fulfilling its
obligations under the Plan on behalf of the Class. Thus, under the Plan, even
if the Distributor's actual expenses exceed the fee payable to the Distributor
thereunder at any given time, the Fund will not be obligated to pay more than
that fee. If the Distributor's actual expenses are less than the fee it re-
ceives, the Distributor will retain the full amount of the fee.
The Plan has been approved by the shareholders of the Class. Under the terms
of Rule 12b-1, each will remain in effect only if approved at least annually
by the Fund's Board of Directors, including those directors who are not "in-
terested persons" of the Fund as that term is defined in the 1940 Act and who
have no direct or indirect financial interest in the operation of the Plan or
in any agreements related thereto ("12b-1 Directors"). The Plan may be termi-
nated at any time by vote of a majority of the 12b-1 Directors or by vote of a
majority of the Fund's outstanding voting securities of the Class. The fee set
forth above will be paid by the Fund on behalf of the Class to the Distributor
unless and until the Plan is terminated or not renewed.
18
<PAGE>
Dividends and Distributions
The Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of the Portfolio to the Portfolio's share-
holders. All distributions are reinvested in the form of additional full and
fractional Shares of the Class unless a shareholder elects otherwise.
The net investment income (not including any net short-term capital gains)
earned by the Portfolio will be declared as a dividend on a daily basis and
paid monthly. Dividends are payable to shareholders of record immediately
prior to the determination of net asset value made as of 4:00 p.m. Eastern
Time. Net short-term capital gains, if any, will be distributed at least annu-
ally.
Taxes
The following discussion is only a brief summary of some of the important tax
considerations generally affecting the Portfolios and their shareholders and
is not intended as a substitute for careful tax planning. Accordingly, invest-
ors in the Portfolio should consult their tax advisers with specific reference
to their own tax situation.
The Portfolio will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). So
long as the Portfolio qualifies for this tax treatment, such Portfolio will be
relieved of Federal income tax on amounts distributed to shareholders, but
shareholders, unless otherwise exempt, will pay income or capital gains taxes
on amounts so distributed (except distributions that constitute "exempt inter-
est dividends" or that are treated as a return of capital) regardless of
whether such distributions are paid in cash or reinvested in additional
shares. The Portfolio does not intend to make distributions that will be eli-
gible for the corporate dividends received deduction.
Distributions out of the "net capital gain" (the excess of net long-term capi-
tal gain over net short-term capital loss), if any, of the Portfolio will be
taxed to shareholders as long-term capital gain regardless of the length of
time a shareholder has held his Shares, whether such gain was reflected in the
price paid for the Shares, or whether such gain was attributable to securities
bearing tax-exempt interest. All other distributions, to the extent they are
taxable, are taxed to shareholders as ordinary income. The maximum marginal
rate on ordinary income for individuals, trusts and estates is generally 31%,
while the maximum rate imposed on net capital gain of such taxpayers is 28%.
Corporate taxpayers are taxed at the same rates on both ordinary income and
capital gains.
The Fund will send written notices to shareholders annually regarding the tax
status of distributions made by the Portfolio. Dividends declared in October,
November or December of any year payable to shareholders of record on a speci-
fied date in such a month will be deemed to have been received by the share-
holders on December 31, provided such dividends are paid during January of the
following year. The Portfolio intends to make sufficient actual or deemed dis-
tributions prior to the end of each calendar year to avoid liability for Fed-
eral excise tax.
Shareholders who are nonresident alien individuals, foreign trusts or estates,
foreign corporations or foreign partnerships may be subject to different U.S.
Federal income tax treatment.
An investment in the Portfolio is not intended to constitute a balanced in-
vestment program.
Description of Shares
The Fund has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 10.7 billion shares are currently classi-
fied as follows: 100 million shares are classified as Class A Common Stock
(Growth & Income), 100 million shares are classified as Class B Common Stock,
100 million shares are classified as Class C Common Stock (Balanced), 100 mil-
lion shares are classified as Class D Common Stock (Tax-Free), 500 million
shares are classified as Class E Common Stock (Money), 500 million shares are
classified as Class F Common Stock (Municipal Money), 500 million shares are
classified as Class G Common Stock (Money), 500 million shares are classified
as Class H Common Stock (Municipal Money), 1 billion shares are classified as
Class I Common Stock
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(Money), 500 million shares are classified as Class J Common Stock (Municipal
Money), 500 million shares are classified as Class K Common Stock (U.S. Gov-
ernment Money), 1,500 million shares are classified as Class L Common Stock
(Money), 500 million shares are classified as Class M Common Stock (Municipal
Money), 500 million shares are classified as Class N Common Stock (U.S. Gov-
ernment Money), 500 million shares are classified as Class O Common Stock
(N.Y. Money), 100 million shares are classified as Class P Common Stock (Gov-
ernment), 100 million shares are classified as Class Q Common Stock, 500 mil-
lion shares are classified as Class R Common Stock (Municipal Money), 500 mil-
lion shares are classified as Class S Common Stock (U.S. Government Money),
500 million shares are classified as Class T Common Stock (International), 500
million shares are classified as Class U Common Stock (Strategic), 500 million
shares are classified as Class V Common Stock (Emerging), 100 million shares
are classified as Class W Common Stock (Laffer/Canto Equity), 50 million
shares are classified as Class X Common Stock (U.S. Core Equity), 50 million
shares are classified as Class Y Common Stock (U.S. Core Fixed Income), 50
million shares are classified as Class Z Common Stock (Global Fixed Income),
50 million shares are classified as Class AA Common Stock (Municipal Bond), 50
million shares are classified as Class BB Common Stock (BEA Balanced), 50 mil-
lion shares are classified as Class CC Common Stock (BEA Short Duration), 100
million shares are classified as Class DD Common Stock (Growth & Income Series
2), 100 million shares are classified as Class EE Common Stock (Balanced Se-
ries 2), 1 million shares are classified as Class Alpha 1 Common Stock (Mon-
ey), 1 million shares are classified as Class Alpha 2 Common Stock (Municipal
Money), 1 million shares are classified as Class Alpha 3 Common Stock (U.S.
Government Money), 1 million shares are classified as Class Alpha 4 Common
Stock (N.Y. Money), 1 million shares are classified as Class Beta 1 Common
Stock (Money), 1 million shares are classified as Class Beta 2 Common Stock
(Municipal Money), 1 million shares are classified as Class Beta 3 Common
Stock (U.S. Government Money), 1 million shares are classified as Class Beta 4
Common Stock (N.Y. Money), 1 million shares are classified as Gamma 1 Common
Stock (Money), 1 million shares are classified as Gamma 2 Common Stock (Munic-
ipal Money), 1 million shares are classified as Gamma 3 Common Stock (U.S.
Government Money), 1 million shares are classified as Gamma 4 Common Stock
(N.Y. Money), 1 million shares are classified as Delta 1 Common Stock (Money),
1 million shares are classified as Delta 2 Common Stock (Municipal Money), 1
million shares are classified as Delta 3 Common Stock (U.S. Government Money),
1 million shares are classified as Delta 4 Common Stock (N.Y. Money), 1 mil-
lion shares are classified as Epsilon 1 Common Stock (Money), 1 million shares
are classified as Epsilon 2 Common Stock (Municipal Money), 1 million shares
are classified as Epsilon 3 Common Stock (U.S. Government Money), 1 million
shares are classified as Epsilon 4 Common Stock (N.Y. Money), 1 million shares
are classified as Zeta 1 Common Stock (Money), 1 million shares are classified
as Zeta 2 Common Stock (Municipal Money), 1 million shares are classified as
Zeta 3 Common Stock (U.S. Government Money), 1 million shares are classified
as Zeta 4 Common Stock (N.Y. Money), 1 million shares are classified as Eta 1
Common Stock (Money), 1 million shares are classified as Eta 2 Common Stock
(Municipal Money), 1 million shares are classified as Eta 3 Common Stock (U.S.
Government Money), 1 million shares are classified as Eta 4 Common Stock (N.Y.
Money), 1 million shares are classified as Theta 1 Common Stock (Money), 1
million shares are classified as Theta 2 Common Stock (Municipal Money), 1
million shares are classified as Theta 3 Common Stock (U.S. Government Money),
and 1 million shares are classified as Theta 4 Common Stock (N.Y. Money).
Shares of Class L Common Stock, constitute the shares offered by this Prospec-
tus. Under the Fund's charter, the Board of Directors has the power to clas-
sify or reclassify any unissued shares of Common Stock from time to time.
The classes of Common Stock have been grouped into sixteen separate "fami-
lies": the RBB Family, the Warburg Pincus Family, the Cash Preservation Fami-
ly, the Sansom Street Family, the Bedford Family, the Bradford Family, the BEA
Family, the Laffer/Canto Family, the Alpha Family, the Beta Family, the Gamma
Family, the Delta Family, the Epsilon Family, the Zeta Family, the Eta Family
and the Theta Family. The RBB Family represents interests in two non-money
market portfolios as well as the Money Market and Municipal Money Market Port-
folios; the Warburg Pincus Family represents interests in the Growth & Income
Fund and the Balanced Fund Portfolios; the Cash Preservation Family represents
interests in the Money Market and Municipal Money Market Portfolios; the
Sansom Street Family represents interests in the Money Market, Municipal Money
Market and Government Obligations Money Market Portfolios; the Bedford Family
represents interests in the Money Market, Municipal Money Market and Govern-
ment Obligations Money Market Portfolios as well as the New York Municipal
Money Market Portfolio; the Bradford Family represents interests in the Munic-
ipal Money Market and Government Obligations Money Market Portfolios; the BEA
Family represents interests in nine non-money market portfolios; The
Laffer/Canto Family represents interests in
20
<PAGE>
the Laffer/Canto Equity Fund Portfolio; the Warburg Pincus Growth & Income
represents interests in the Warburg Pincus Growth & Income Fund and the Alpha,
Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta Families (collectively, the
"Additional Families") represent interests in the Money Market, Municipal
Money Market, Government Obligations Money Market and New York Municipal Money
Market Portfolios.
The Fund offers multiple classes of shares in each of its Money Market Portfo-
lio, Municipal Money Market Portfolio, Government Obligations Money Market
Portfolio and New York Municipal Money Market Portfolio to expand its market-
ing alternatives and to broaden its range of services to different investors.
The expenses of the various classes within these Portfolios vary based upon
the services provided. For example, shareholders in the Sansom Street Family
bear non-12b-1 shareholder servicing fees in the amount of .10% of the daily
net asset value of their shares. Each class of Common Stock of the Fund has a
separate Rule 12b-1 distribution plan. Under the Distribution Contracts en-
tered into with the Distributor and pursuant to each of the distribution
plans, the Distributor is entitled to receive from the relevant Class as com-
pensation for distribution services provided to various families a distribu-
tion fee based on average daily net assets in the following amounts: The RBB
Family Money Market Portfolio: .40%, Cash Preservation Family Money Market
Portfolio: .40%, Sansom Street Family: Money Market Portfolio up to .20%, and
each of the Additional Families Money Market Portfolio: .60%. A salesperson or
any other person entitled to receive compensation for servicing Fund shares
may receive different compensation with respect to different classes in a
Portfolio of the Fund. For the year ended August 31, 1994, the expense ratio
of each of the RBB, Cash Preservation and Sansom Street Classes in the Money
Market Portfolio, taking into account fee waivers and reimbursement of ex-
penses, were as follows: RBB: 1.00% (reflecting waivers of 13.62%), Cash Pres-
ervation: .95% (reflecting waivers of 1.57%) and Sansom Street: .39% (reflect-
ing waivers of .21%). No expense ratio is given for the Alpha, Beta, Gamma,
Delta, Epsilon, Zeta, Eta and Theta Classes of the Money Market Portfolios as
no shares of such classes had been sold to the public during the year ended
August 31, 1994. The ratio of net investment income to average net assets for
each of the RBB, Cash Preservation and Sansom Street Classes in the Money Mar-
ket Portfolio, were as follows: RBB: 2.73%, Cash Preservation: 2.78% and
Sansom Street: 3.34%.
Shares of a class of Common Stock in the Cash Preservation Family may be ex-
changed for another class of Common Stock in such Family as well as for shares
of the non-money market classes of Common Stock of the RBB Family. Otherwise,
no exchanges between Families are permitted.
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE CLASS AND DESCRIBE ONLY THE INVESTMENT
OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO
THE CLASS.
Each share that represents an interest in a Portfolio has an equal proportion-
ate interest in the assets belonging to such Portfolio with each other share
that represents an interest in such Portfolio, even where a share has a dif-
ferent class designation than another share representing an interest in that
Portfolio. Shares of the Fund do not have preemptive or conversion rights.
When issued for payment as described in this Prospectus, Shares of the Fund
will be fully paid and non-assessable.
The Fund currently does not intend to hold annual meetings of shareholders ex-
cept as required by the 1940 Act or other applicable law. The law under cer-
tain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the ex-
tent required by law, the Fund will assist in shareholder communication in
such matters.
Holders of shares of the Portfolio will vote in the aggregate and not by class
on all matters, except where otherwise required by law. Further, shareholders
of all investment portfolios of the Fund will vote in the aggregate and not by
portfolio except as otherwise required by law or when the Board of Directors
determines that the matter to be voted upon affects only the interests of the
shareholders of a particular investment portfolio. (See the Statement of Addi-
tional Information under "Additional Information Concerning Fund Shares" for
examples of when the 1940 Act requires voting by investment portfolio or by
class.) Shareholders of the Fund are entitled to one vote for each full share
held (irrespective of class or portfolio) and fractional votes for fractional
shares held. Voting rights are not cumulative and, accordingly, the holders of
more than 50% of the aggregate shares of Common Stock of the Fund may elect
all of the directors.
As of January 27, 1995, to the Fund's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of the Fund,
although as of such date, Boston Financial Data Services owned more than 25%
of the outstanding shares of the Warburg Pincus Family Class
21
<PAGE>
representing an interest in the Growth & Income Fund; Warburg, Pincus
Counsellors, Inc. owned more than 25% of the outstanding shares of the Warburg
Pincus Family Class representing an interest in the Balanced Fund; Seymour
Fein owned more than 25% of the outstanding shares of the RBB Family Class
representing an interest in the Municipal Money Market Portfolio; Jewish Fam-
ily and Childrens Agency of Philadelphia Capital Campaign owned more than 25%
of the outstanding shares of the Cash Preservation Family Class representing
an interest in the Money Market Portfolio; Deborah C. Brown Trustee/Barbara
J.C. Curtis, Trustee, the Crowe Trust owned more than 25% of the outstanding
shares of the Cash Preservation Family Class representing an interest in the
Municipal Money Market Portfolio; Wasner & Co. for the account of Paine Webber
Managed Assets--Sundry Holdings owned more than 25% of the outstanding shares
of the Sansom Street Class representing an interest in the Money Market Port-
folio; John Hancock Clearing Corporation owned more than 25% of the outstand-
ing shares of the Laffer/Canto Family Class representing an interest in the
Laffer/Canto Equity Portfolio; Home Insurance Company owned more than 25% of
the outstanding shares of the RBB Family Class representing an interest in the
Government Securities Portfolio; State of Oregon owned more than 25% of the
outstanding shares of the BEA Family Class representing an interest in the BEA
Strategic Fixed Income Portfolio; Bank of New York, Trust APU Buckeye Pipeline
owned more than 25% of the outstanding shares of the BEA Family Class repre-
senting an interest in the BEA U.S. Core Equity Portfolio; New England UFCW &
Employers Pension Fund Board of Trustees and Bankers Trust Pechinery Corpora-
tion Pension Master Trust each owned more than 25% of the outstanding shares
of the BEA Family Class representing an interest in the BEA U.S. Core Fixed
Income Portfolio and Bank of New York Eastern Enterprises Retirement Plan
Trust owned more than 25% of the outstanding shares of the BEA Family Class
representing an interest in the BEA Global Fixed Income Portfolio.
Other Information
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the Fund's
investment operations and annual financial statements audited by independent
accountants. Shareholder inquiries should be addressed to PFPC, the Fund's
transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (800) 447-1139 (in Delaware call collect
(302) 791-1031).
22
<PAGE>
THE
BEAR STEARNS
FUNDS
245 Park Avenue
New York, NY 10167
1.800.766.4111
- --------------------
MONEY MARKET
PORTFOLIO
Distributor
Counsellors Securities Inc.
New York, New York
Investment Adviser
PNC Bank Institutional Management Corporation
Wilmington, Delaware
Custodian
PNC Bank, National Association
Philadelphia, Pennsylvania
Administration and Transfer Agent
PFPC Inc.
Wilmington, Delaware
Counsel
Ballard Spahr Andrews & Ingersoll
Philadelphia, Pennsylvania
Independent Accountants
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PORTFOLIO'S PROSPECTUS AND
IN THE PORTFOLIO'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF
THE PORTFOLIO'S SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
PORTFOLIO. THE PORTFOLIO'S PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY
STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
