<PAGE>
BEA
ADVISOR & INSTITUTIONAL SHARES
BEA LONG-SHORT MARKET NEUTRAL FUND
BEA LONG-SHORT EQUITY FUND
SUPPLEMENT DATED AUGUST 7, 1998
TO
PROSPECTUS DATED JUNE 24, 1998
The Board of Directors of The RBB Fund, Inc., on behalf of the Funds
listed above (each, an "Existing Fund"), has approved a proposed reorganization
(each, a "Reorganization") pursuant to which the assets of each Existing Fund
would be acquired by a new fund (each, a "New Fund") organized to accomplish the
applicable Reorganization. Each Reorganization will involve an exchange of
shares of the New Fund for all or substantially all of the corresponding
Existing Fund's assets. These shares would then be distributed to shareholders
of each Existing Fund in liquidation of the Existing Fund. Each New Fund will
have the same investment objective and substantially similar investment policies
as the corresponding Existing Fund.
THE REORGANIZATION WILL NOT RESULT IN ANY MATERIAL CHANGES TO THE
INVESTMENT PHILOSOPHY OR OPERATIONS OF YOUR FUND. IF THE REORGANIZATION PLAN IS
APPROVED, NO FURTHER ACTION IS REQUIRED BY SHAREHOLDERS. CUSTOMER SERVICES WILL
CONTINUE UNCHANGED.
Upon completion of each Reorganization, each shareholder of an
Existing Fund would become a shareholder of the corresponding New Fund and
receive shares of the same class of the New Fund with a value equal to the value
of the shareholder's investment in the Existing Fund. No sales charge would be
imposed in the transaction, and it will be a condition to the closing of the
Reorganization that an opinion of counsel be delivered confirming that no gain
or loss for Federal income tax purposes would be recognized by shareholders of
the Existing Funds as a result of the Reorganization.
Each proposed Reorganization is subject to the fulfillment of
certain conditions, including the approval of shareholders of each Existing
Fund. Proxy materials describing the proposed Reorganizations will be mailed to
shareholders of each Existing Fund in anticipation of a special meeting of
shareholders to be held on or about September 21, 1998. If approved by
shareholders at that time, the Reorganization will occur as soon after the
meeting as practicable, expected to be on or about October 23, 1998.
<PAGE>
BEA
ADVISOR SHARES
INTERNATIONAL EQUITY FUND
EMERGING MARKETS EQUITY FUND
GLOBAL TELECOMMUNICATIONS FUND
HIGH YIELD FUND
SUPPLEMENT DATED AUGUST 7, 1998
TO
PROSPECTUS DATED DECEMBER 8, 1997
The Board of Directors of The RBB Fund, Inc., on behalf of the Funds
listed above (each, an "Existing Fund"), has approved a proposed reorganization
(each, a "Reorganization") pursuant to which the assets of each Existing Fund
would be acquired by a new Warburg Pincus fund (each, a "New Fund") organized to
accomplish the applicable Reorganization. Each Reorganization will involve an
exchange of shares of the New Fund for all or substantially all of the
corresponding Existing Fund's assets. These shares would then be distributed to
shareholders of each Existing Fund in liquidation of the Existing Fund. Each New
Fund will have the same investment objective and substantially similar
investment policies as the corresponding Existing Fund.
THE REORGANIZATION WILL NOT RESULT IN ANY MATERIAL CHANGES TO THE
INVESTMENT PHILOSOPHY OR OPERATIONS OF YOUR FUND. IF THE REORGANIZATION PLAN IS
APPROVED, NO FURTHER ACTION IS REQUIRED BY SHAREHOLDERS. CUSTOMER SERVICES WILL
CONTINUE UNCHANGED.
Upon completion of each Reorganization, each shareholder of an
Existing Fund would become a shareholder of the corresponding New Fund and
receive shares of the same class of the New Fund with a value equal to the value
of the shareholder's investment in the Existing Fund. No sales charge would be
imposed in the transaction, and it will be a condition to the closing of the
Reorganization that an opinion of counsel be delivered confirming that no gain
or loss for Federal income tax purposes would be recognized by shareholders of
the Existing Funds as a result of the Reorganization.
Each proposed Reorganization is subject to the fulfillment of
certain conditions, including the approval of shareholders of each Existing
Fund. Proxy materials describing the proposed Reorganizations will be mailed to
shareholders of each Existing Fund in anticipation of a special meeting of
shareholders to be held on or about September 21, 1998. If approved by
shareholders at that time, the Reorganization will occur as soon after the
meeting as practicable, expected to be on or about October 2, 1998.
<PAGE>
BEA
INSTITUTIONAL SHARES
INTERNATIONAL EQUITY FUND
EMERGING MARKETS EQUITY FUND
U.S. CORE EQUITY FUND
BALANCED FUND
U.S. CORE FIXED INCOME FUND
STRATEGIC GLOBAL FIXED INCOME FUND
HIGH YIELD FUND
MUNICIPAL BOND FUND
SHORT DURATION FUND
SUPPLEMENT DATED AUGUST 7, 1998
TO
PROSPECTUS DATED DECEMBER 8, 1997
The Board of Directors of The RBB Fund, Inc., on behalf of the Funds
listed above (each, an "Existing Fund"), has approved a proposed reorganization
(each, a "Reorganization") pursuant to which the assets of each Existing Fund
would be acquired by a new fund (each, a "New Fund") organized to accomplish the
applicable Reorganization. Each Reorganization will involve an exchange of
shares of the New Fund for all or substantially all of the corresponding
Existing Fund's assets. These shares would then be distributed to shareholders
of each Existing Fund in liquidation of the Existing Fund. Each New Fund will
have the same investment objective and substantially similar investment policies
as the corresponding Existing Fund.
THE REORGANIZATION WILL NOT RESULT IN ANY MATERIAL CHANGES TO THE
INVESTMENT PHILOSOPHY OR OPERATIONS OF YOUR FUND. IF THE REORGANIZATION PLAN IS
APPROVED, NO FURTHER ACTION IS REQUIRED BY SHAREHOLDERS. CUSTOMER SERVICES WILL
CONTINUE UNCHANGED.
Upon completion of each Reorganization, each shareholder of an
Existing Fund would become a shareholder of the corresponding New Fund and
receive shares of the same class of the New Fund with a value equal to the value
of the shareholder's investment in the Existing Fund. No sales charge would be
imposed in the transaction, and it will be a condition to the closing of the
Reorganization that an opinion of counsel be delivered confirming that no gain
or loss for Federal income tax purposes would be recognized by shareholders of
the Existing Funds as a result of the Reorganization.
Each proposed Reorganization is subject to the fulfillment of
certain conditions, including the approval of shareholders of each Existing
Fund. Proxy materials describing the proposed Reorganizations will be mailed to
shareholders of each Existing Fund in anticipation of a special meeting of
shareholders to be held on or about September 21, 1998. If approved by
shareholders at that time, the Reorganization will occur as soon after the
meeting as practicable, expected to be on or about October 2, 1998.
<PAGE>
BEA
ADVISOR & INSTITUTIONAL SHARES
BEA SELECT ECONOMIC VALUE EQUITY FUND
SUPPLEMENT DATED AUGUST 7, 1998
TO
PROSPECTUS DATED JULY 13, 1998
The Board of Directors of The RBB Fund, Inc., on behalf of the Fund
(the "Existing Fund"), has approved a proposed reorganization (the
"Reorganization") pursuant to which the assets of the Existing Fund would be
acquired by a new fund (the "New Fund") organized to accomplish the
Reorganization. The Reorganization will involve an exchange of shares of the New
Fund for all or substantially all of the Existing Fund's assets. These shares
would then be distributed to shareholders of the Existing Fund in liquidation of
the Existing Fund. The New Fund will have the same investment objective and
substantially similar investment policies as the Existing Fund.
THE REORGANIZATION WILL NOT RESULT IN ANY MATERIAL CHANGES TO THE
INVESTMENT PHILOSOPHY OR OPERATIONS OF YOUR FUND. IF THE REORGANIZATION PLAN IS
APPROVED, NO FURTHER ACTION IS REQUIRED BY SHAREHOLDERS. CUSTOMER SERVICES WILL
CONTINUE UNCHANGED.
Upon completion of the Reorganization, each shareholder of the
Existing Fund would become a shareholder of the New Fund and receive shares of
the same class of the New Fund with a value equal to the value of the
shareholder's investment in the Existing Fund. No sales charge would be imposed
in the transaction, and it will be a condition to the closing of the
Reorganization that an opinion of counsel be delivered confirming that no gain
or loss for Federal income tax purposes would be recognized by shareholders of
the Existing Fund as a result of the Reorganization.
The proposed Reorganization is subject to the fulfillment of certain
conditions, including the approval of shareholders of the Existing Fund. Proxy
materials describing the proposed Reorganization will be mailed to shareholders
of the Existing Fund in anticipation of a special meeting of shareholders to be
held on or about September 21, 1998. If approved by shareholders at that time,
the Reorganization will occur as soon after the meeting as practicable, expected
to be on or about October 2, 1998.
