RBB FUND INC, 497, 1998-01-05

RBB FUND INC
497, 1998-01-05

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BOSTON PARTNERS LARGE CAP VALUE FUND
(INSTITUTIONAL CLASS)
OF
THE RBB FUND, INC.

Boston Partners Large Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of the Institutional Class ("Shares") offered by this
Prospectus represent interests in the Fund. The Fund is a diversified fund that
seeks long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks and securities
convertible into common stocks. It seeks to achieve its objectives by investing
at least 65% of its total assets in a diversified portfolio consisting of equity
securities of issuers with a market capitalization of primarily $1 billion or
greater and identified by Boston Partners Asset Management, L.P. (the "Adviser")
as equity securities that possess value characteristics. The Adviser examines
various factors in determining the value characteristics of such issuers,
including, but not limited to, price to book value ratios and price to earnings
ratios. These value characteristics are examined in the context of the issuer's
operating and financial fundamentals such as return on equity, earnings growth
and cash flow.

This Prospectus contains information that a prospective investor needs
to know before investing. Please keep it for future reference. A Statement of
Additional Information, dated December 1, 1997, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311-9783 or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related materials, on the SEC Internet
Web Site (http://www.sec.gov).

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.

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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.

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

PROSPECTUS December 1, 1997

<PAGE>

INTRODUCTION
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RBB is an open-end management company incorporated under the laws of
the State of Maryland currently operating or proposing to operate twenty-two
separate investment portfolios. The Shares offered by this Prospectus represent
interests in the Boston Partners Large Cap Value Fund. RBB was incorporated in
Maryland on February 29, 1988.

FEE TABLE

The following table illustrates annual operating expenses incurred by
Institutional Shares of the Fund (after fee waivers and expense reimbursements)
for the fiscal period ended August 31, 1997, as a percentage of average daily
net assets. An example based on the summary is also shown.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
ASSETS)

Management Fees (after waivers)*.............................0.07%
12b-1 Fees (after waivers)*..................................0.04%
Other Expenses (after waivers and reimbursements)............0.89%
-----
Total Fund Operating Expenses (after waivers
and expense reimbursements)*........................1.00%
=====

* In the absence of fee waivers and expense reimbursements, Management
Fees would be 0.75%; 12b-1 Fees would be 0.15%; Other Expenses would be
1.74%; and Total Fund Operating Expenses would be 2.64%. Management
Fees and 12b-1 Fees are each based on average daily net assets and are
calculated daily and paid monthly.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period-

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
Boston Partners Large Cap Value Fund $10 $32 $55 $122

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Fees and 12b-1 Fees will not vary from the figures reflected in the Fee Table.

FINANCIAL HIGHLIGHTS

The "Financial Highlights" presented below set forth certain
investment results for shares of the Institutional Class of the Fund for the
period indicated. Shares of the Institutional Class were first issued on January
2, 1997. The financial data included in this table should be read in conjunction
with the financial statements and notes thereto and the unqualified report of
the independent accountants thereon, which are incorporated by reference into
the Statement of Additional Information. Further information about the
performance of the Institutional Class of the Fund is available in the Annual
Report to Shareholders. Both the Statement of Additional Information and the
Annual Report to Shareholders may be obtained from the Fund free of charge by
calling the telephone number on page 1 of the prospectus.

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<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
(FOR AN INSTITUTIONAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

For the Period
January 2, 1997*
through August 31,
1997
------------------
PER SHARE OPERATING PERFORMANCE** $ 10.00
------
NET ASSET VALUE, BEGINNING OF PERIOD

Net investment income (1)........... 0.05
Net realized and unrealized gain on
investments(2)...................... 2.41
-----
Net increase in net assets resulting
from operations..................... 2.46
-----

NET ASSET VALUE, END OF PERIOD...... $12.46
=====

Total investment return(3).......... 24.60%

RATIOS/SUPPLEMENTAL DATA $24,603
Net assets, end of period (000).....

Ratio of expenses to average net
assets***(1)(4)................... 1.00%
Ratio of net investment income to
average net assets***(1).......... 1.19%
PORTFOLIO TURNOVER RATE****......... 67.16%
Average commission rate per share(5) $0.0397

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

* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
period, except for dividends and distributions, if any, which are based
on actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the
period is not in accord with the change in the aggregate gains and
losses in investments during the period because of the timing of sales
and repurchases of Fund shares in relation to fluctuating net asset
value during the period.
(3) Total return is calculated assuming a purchase of shares on the first
day and a sale of shares on the last day of the period reported and
will include reinvestments of dividends and distributions, if any.
Total return is not annualized.

(4) Without the waiver of advisory, 12b-1, administration and transfer
agent fees and without the reimbursement of certain

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operating expenses, the ratio of expenses to average net assets
annualized for the period ended August 31, 1997 would have been 2.64%
for the Institutional Class.

(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

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INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is to provide long-term growth of
capital with current income as a secondary objective. The Fund seeks to achieve
its objective by investing at least 65% of its total assets in a diversified
portfolio consisting primarily of equity securities, such as common stocks and
securities convertible into common stocks, of issuers with a market
capitalization of $1 billion or greater and identified by the Adviser as
possessing value characteristics.

The Adviser examines various factors in determining the value
characteristics of such issuers, including, but not limited to, price to book
value ratios and price to earnings ratios. These value characteristics are
examined in the context of the issuer's operating and financial fundamentals
such as return on equity, earnings growth and cash flow.

The Adviser selects securities for the Fund based on a continuous study
of trends in industries and companies, earnings power and growth and other
investment criteria. In general, the Fund's investments are broadly diversified
over a number of industries and, as a matter of policy, the Fund will not invest
25% or more of its total assets in any one industry.

The Fund may invest up to 20% of its total assets in securities of
foreign issuers. Investing in securities of foreign issuers involves
considerations not typically associated with investing in securities of
companies organized and operated in the United States. Foreign securities
generally are denominated and pay dividends or interest in foreign currencies.
The Fund may hold from time to time various foreign currencies pending their
investment in foreign securities or their conversion into U.S. dollars. The
value of the assets of the Fund as measured in U.S. dollars may therefore be
affected favorably or unfavorably by changes in exchange rates. There may be
less publicly available information concerning foreign issuers than is available
with respect to U.S. issuers. Foreign securities may not be registered with the
U.S. Securities and Exchange Commission, and generally, foreign companies are
not subject to uniform accounting, auditing and financial reporting requirements
comparable to those applicable to U.S. issuers. See "Investment Objectives and
Policies--Foreign Securities" in the Statement of Additional Information.

The Fund may invest the remainder of its total assets in equity
securities of issuers with lower capitalization; derivative securities; debt
securities issued by U.S. banks, corporations and other business organizations
that are investment

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grade securities; and debt securities issued by the U.S. Government or
government agencies.

In accordance with the above-mentioned policies, the Fund may also
invest in indexed securities, convertible securities, repurchase and reverse
repurchase agreements and dollar rolls, financial futures contracts, options on
futures contracts and may lend portfolio securities. See "Investment Objectives
and Policies" in the Statement of Additional Information.

The Fund may invest in registered investment companies and investment
funds in foreign countries subject to the provisions of the Investment Company
Act of 1940 (the "1940 Act") and as discussed in "Investment Objectives and
Policies" in the Statement of Additional Information. If the Fund invests in
such investment companies, the Fund will bear its proportionate share of the
costs incurred by such companies, including investment advisory fees.

While the Adviser intends to fully invest the Fund's assets at all
times in accordance with the above mentioned policies, the Fund reserves the
right to hold up to 100% of its assets, as a temporary defensive measure, in
cash and eligible U.S. dollar-denominated money market instruments. The Adviser
will determine when market conditions warrant temporary defensive measures.

The Fund's investment objective and the policies described above may be
changed by RBB's Board of Directors without the affirmative vote of the holders
of a majority of the outstanding Shares representing interests in the Fund.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Fund may not change the following investment limitations without
shareholder approval. (A complete list of the investment limitations that cannot
be changed without such a vote of the shareholders is contained in the Statement
of Additional Information under "Investment Objectives and Policies.")

The Fund may not:

1. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities, if immediately after and as a result of such
purchases more than 5% of the value of the Fund's 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
Fund, except that up to 25% of the value of the

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<PAGE>

Fund's total assets may be invested without regard to such limitations.

2. Purchase any securities which would cause, at the time of
purchase, 25% or more of the value of the total assets of the Fund to
be invested in the obligations of issuers in any single industry,
provided that there is no limitation with respect to investments in
U.S. Government obligations.

3. Borrow money or issue senior securities, except that the
Fund may borrow from banks and enter into reverse repurchase agreements
and dollar rolls for temporary purposes in amounts up to one-third of
the value of its total assets at the time of such borrowing; or
mortgage, pledge or hypothecate any assets, except in connection with
any such borrowing and then in amounts not in excess of one-third of
the value of the Fund's total assets at the time of such borrowing. The
Fund will not purchase securities while its aggregate borrowings
(including reverse repurchase agreements, dollar rolls and borrowings
from banks) are in excess of 5% of its total assets. Securities held in
escrow or separate accounts in connection with the Fund's investment
practices are not considered to be borrowings or deemed to be pledged
for purposes of this limitation.

PORTFOLIO TURNOVER

The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will not exceed 100%. High Portfolio turnover (100% or more) will generally
result in higher transaction costs to a Portfolio and may result in the
realization of short-term capital gains that are taxable to shareholders as
ordinary income.

RISK FACTORS
- --------------------------------------------------------------------------------

As with other mutual funds, there can be no assurance that the Fund
will achieve its objective. The net asset value per share of Shares representing
interests in the Fund will fluctuate as the values of its portfolio securities
change in response to changing conditions in the equity market. An investment in
the Fund is not intended to constitute a balanced investment program. Other risk
factors are discussed above under "Investment Objectives and Policies" and in
the Statement of Additional Information under "Investment Objectives and
Policies."

Investment methods described in this Prospectus are among those that
the Fund has the power to utilize. Some may be

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<PAGE>

employed on a regular basis; others may not be used at all. Accordingly,
reference to any particular method or technique carries no implication that it
will be utilized or, if it is, that it will be successful.

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.

INVESTMENT ADVISER

Boston Partners Asset Management, L.P., located at One Financial
Center, 43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of September 30, 1997, in excess of
$12.5 billion. Boston Partners' general partner is Boston Partners, Inc., a
company that acts as a general partner to investment advisers organized as
limited partnerships.

Subject to the supervision and direction of RBB's Board of Directors,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objective and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund. For its services to the Fund, the Adviser is entitled to receive under the
Advisory Agreement a monthly advisory fee computed at an annual rate of 0.75% of
the Fund's average daily net assets. The Adviser is currently waiving advisory
fees in excess of 0.07% of the Fund's average daily net assets.

PORTFOLIO MANAGEMENT

The day-to-day portfolio management of the Fund is the responsibility
of Mark E. Donovan and Wayne S. Sharp who are senior portfolio managers of the
Adviser. Mr. Donovan is Chairperson of the Adviser's Equity Strategy Committee
which oversees the investment activities of the Adviser's $4.3 billion of Large
Capitalization Core Value institutional equity assets under management. Prior to
joining the Adviser on April 16, 1995, Mr. Donovan was a Senior Vice President
and Vice Chairman of The Boston Company Asset Management, Inc.'s Equity Policy
Committee. Mr. Donovan is a Chartered Financial Analyst and has over fourteen
years of investment experience. Ms. Sharp is Vice Chairperson of the Adviser's
Equity Strategy Committee and has

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<PAGE>

over twenty years of investment experience. Prior to joining the Adviser on
April 16, 1995, Ms. Sharp was a Senior Vice President and member of the Equity
Policy Committee of The Boston Company Asset Management, Inc. Ms. Sharp is also
a Chartered Financial Analyst.

ADMINISTRATOR

PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. For its
services, PFPC is entitled to receive a fee under an administration and
accounting services agreement calculated at an annual rate of .125% of the
Fund's average daily net assets with a minimum fee of $75,000 payable monthly on
a pro rata basis. PFPC is currently waiving one-half of its minimum annual fee.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc. ("Warburg"), with a
principal business address at 466 Lexington Avenue, New York, New York, acts as
distributor for the Shares pursuant to a distribution agreement (the
"Distribution Agreement") with RBB on behalf of the Shares.

EXPENSES

The expenses of the Fund are deducted from its total income before
dividends are paid. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios. The Institutional Class of the Fund pays
its own distribution fees, and may pay a different share than the other classes
of the Fund of other expenses (excluding advisory and custodial fees) if those
expenses are actually incurred in a different amount by the Institutional Class
or if it receives different services.

The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the

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Fund, such assumption of expenses will have the effect of lowering the Fund's
overall expense ratio and of increasing its yield to investors.

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

The Board of Directors of RBB has approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee with respect to the Shares, which is accrued
daily and paid monthly, of up to 0.15% on an annualized basis of the average
daily net assets of the Shares. The actual amount of such compensation under the
Plan is agreed upon by RBB's Board of Directors and by the Distributor under the
Distribution Agreement. Under the Distribution Agreement, the Distributor has
agreed to accept compensation for its services thereunder and under the Plan in
the amount of 0.04% on the first $200 million of the average daily net assets of
the Fund on an annualized basis in any year and 0.05% thereafter. Such
compensation may be increased up to the amount permitted by the Plan with the
approval of RBB's Board of Directors. The Distributor may, in its discretion,
from time to time waive voluntarily all or any portion of its distribution fee.

Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of the Shares,
(ii) ongoing servicing and/or maintenance of the accounts of Shareholders, and
(iii) sub-transfer agency services, subaccounting services or administrative
services related to the sale of the Shares, all as set forth in the Plan. The
Distributor may 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 expenses.

The Plan obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Shares the fee agreed to
under the Distribution Plan. Payments under the Plan are not tied exclusively to
expenses actually incurred by the Distributor, and payments may exceed
distribution expenses actually incurred.

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<PAGE>

recipients, employees or clients and other programs or events and may also
include opportunities to participate in advertising or sales campaigns and/or
shareholder services and programs regarding one or more Boston Partners Funds.
Travel, meals and lodging may also be paid in connection with these promotional
activities. In some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the sale
or expected sale of significant amounts of Shares.

HOW TO PURCHASE SHARES
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GENERAL

Shares representing interests in the Fund are offered continuously for
sale by the Distributor and may be purchased without imposition of a sales
charge. Shares may be purchased initially by completing the application included
in this Prospectus and forwarding the application to the Fund's transfer agent,
PFPC. Purchases of Shares may be effected by wire to an account to be specified
by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston Partners Large Cap Value Fund," c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899-8852. Shareholders may not purchase shares of the
Boston Partners Large Cap Value Fund with a check issued by a third party and
endorsed over to the Fund. The name of the Fund, Boston Partners Large Cap Value
Fund, must also appear on the check or Federal Reserve Draft. Federal Reserve
Drafts are available at national banks or any state bank which is a member of
the Federal Reserve System. Initial investments in the Fund must be at least
$100,000 and subsequent investments must be at least $5,000. For purposes of
meeting the minimum initial purchase, clients which are part of endowments,
foundations or other related groups may be aggregated. The Fund reserves the
right to suspend the offering of Shares for a period of time or to reject any
purchase order.

Shares may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange, Inc. (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day, and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday.

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p.m. Eastern Time) are priced at that Business Day's net asset value. Orders
received by the Fund or its agents after the close of the NYSE (generally 4:00
p.m. Eastern Time) are priced at the net asset value next determined on the
following Business Day. In those cases where an investor pays for Shares by
check, the purchase will be effected at the net asset value next determined
after the Fund or its agents receives the order and the completed application.

Shares may be purchased and subsequent investments may be made by
principals and employees of the Adviser, and by their spouses and children,
either directly or through their individual retirement accounts, and by any
pension and profit-sharing plan of the Adviser, without being subject to the
minimum investment limitations.

An investor may also purchase Shares by having his bank or his broker
wire Federal Funds to PFPC. An investor's bank or broker may impose a charge for
this service. The Fund does not currently impose a service charge for effecting
wire transfers but reserves the right to do so in the future. 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 (888)
261-4073, and provide PFPC with your name, address, telephone number,
Social Security or Tax Identification Number, the Fund 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 PFPC prior to wiring funds.

B. Instruct your bank or broker to wire the specified amount,
together with your assigned account number, to PFPC's account with PNC:

PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with
the Fund)
FOR PURCHASE OF: Boston Partners Large Cap Value
Fund
AMOUNT: (amount to be invested)

C. Fully complete and sign the application and mail it to the
address shown thereon. PFPC will not process

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redemptions until it receives a fully completed and signed
Application.

For subsequent investments, an investor should follow steps A and B
above.

AUTOMATIC INVESTING

Additional investments in Shares may be made automatically by
authorizing the Fund's transfer agent to withdraw funds from your bank account.
Investors desiring to participate in the automatic investing program should call
the Fund's transfer agent, PFPC, at (888) 261-4073 to obtain the appropriate
forms.

HOW TO REDEEM AND EXCHANGE SHARES
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REDEMPTION BY MAIL

Generally, a properly signed written request with any required
signature guarantee is all that is required for a redemption. In some cases,
however, other documents may be necessary. In the case of shareholders holding
share certificates, the certificates for the shares being redeemed must
accompany the redemption request. Additional documentary evidence of authority
is also required by the Fund's transfer agent in the event redemption is
requested by a corporation, partnership, trust, fiduciary, executor or
administrator.

INVOLUNTARY REDEMPTION

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account is less than $500 and will be allowed 30 days to make additional
investments before the redemption is processed.

PAYMENT OF REDEMPTION PROCEEDS

In all cases, the redemption price is the net asset value per share
next determined after the request for redemption is received in proper form by
the Fund or its agents. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund or its agents of the request and
any other necessary documents in proper order. Such payment may be postponed or
the right of redemption suspended as permitted by the rules of the SEC. If the
Shares to be redeemed have been recently purchased by check, the Fund's transfer
agent may delay mailing a redemption check, which may be a period of up to 15
days, pending a determination that the check has cleared. The Fund has elected
to be governed by Rule 18f-1 under the 1940 Act so that a portfolio is obligated
to redeem its shares solely in cash up to the lesser of $250,000 or 1% of its
net asset value during any 90-day period for any one shareholder of a portfolio.

EXCHANGE PRIVILEGE

The exchange privilege is available to shareholders residing in any
state in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Institutional Shares of the Boston Partners Mid
Cap Value Fund or the Boston Partners Bond Fund, subject to restrictions
described under "Exchange Privilege Limitations" below. Such exchange will be
effected at the net asset value of the exchanged Fund and the net asset value of
the Boston Partners Mid Cap Value Fund or Boston Partners Bond Fund next
determined after receipt of a request for an exchange by the Fund or its agents.
An exchange of Shares will be treated as a sale for federal income tax purposes.
See "Taxes." A shareholder wishing to make an exchange may do so by sending a
written request to PFPC.

If the exchanging shareholder does not currently own Institutional
Shares of the Boston Partners Mid Cap Value Fund or Boston Partners Bond Fund, a
new account will be established with the same registration, dividend and capital
gain options as the account from which shares are exchanged, unless otherwise
specified in writing by the shareholder with all signatures guaranteed. A
signature guarantee may be obtained from a domestic bank or trust company,
broker, dealer, clearing agency or savings association who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion Program
(STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange,
Inc. Medallion Signature Program (MSP). Signature guarantees that are not part

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of these programs will not be accepted. The exchange privilege may be modified
or terminated at any time, or from time to time, by RBB, upon 60 days' written
notice to shareholders.

If an exchange is to a new account in the Boston Partners Mid Cap Value
Fund or Boston Partners Bond Fund, the dollar value of Shares acquired must
equal or exceed that Fund's minimum for a new account; if to an existing
account, the dollar value must equal or exceed that Fund's minimum for
subsequent investments. If any amount remains in the Fund from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.

EXCHANGE PRIVILEGE LIMITATIONS

The Fund's exchange privilege is not intended to afford shareholders a
way to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Fund and increase transactions costs, the Fund has established
a policy of limiting excessive exchange activity.

Shareholders are entitled to three (3) exchange redemptions (at least
30 days apart) from the Fund during any twelve-month period. Notwithstanding
these limitations, the Fund reserves the right to reject any purchase request
(including purchases by exchange) that is deemed to be disruptive to efficient
portfolio management.

TELEPHONE TRANSACTIONS

In order to request an exchange or redemption by telephone, a
shareholder must have completed and returned an account application containing
the appropriate telephone election. To add a telephone option to an existing
account that previously did not provide for this option, a Telephone
Authorization Form must be filed with PFPC. This form is available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to request the exchange or redemption by calling (888) 261-4073.
Neither RBB, the Fund, the Distributor, the Administrator nor any Fund agent
will be liable for any loss, liability, cost or expense for following RBB's
telephone transaction procedures described below or for following instructions
communicated by telephone that they reasonably believe to be genuine.

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RBB's service representative to complete a telephone transaction form, listing
all of the above caller identification information; (4) permitting exchanges
only if the two account registrations are identical; (5) 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 owners of record at the bank account
of record; (6) sending a written confirmation for each telephone transaction to
the owners of record at the address of record within five (5) Business Days of
the call; and (7) maintaining tapes of telephone transactions for six months, if
the Fund elects to record shareholder telephone transactions. For accounts held
of record by broker-dealers (other than the Distributor), financial
institutions, securities dealers, financial planners and other industry
professionals, additional documentation or information regarding the scope of a
caller's authority is required. Finally, for telephone transactions in accounts
held jointly, additional information regarding other account holders is
required. Telephone transactions will not be permitted in connection with IRA or
other retirement plan accounts or by an attorney-in-fact under a power of
attorney.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset values for each class of a fund are calculated by adding
the value of the proportionate interest of the class in a fund's securities,
cash and other assets, deducting the actual and accrued liabilities of the class
and dividing by the result of outstanding shares of the class. The net asset
value of each class are calculated independently of each other class. The net
asset values are calculated as of 4:00 p.m. Eastern Time on each Business Day.

Valuation of securities held by the Fund is as follows: securities
traded on a national securities exchange or on the NASDAQ National Market System
are valued at the last reported sale price that day; securities traded on a
national securities exchange or on the NASDAQ National Market System for which
there were no sales on that day and securities traded on other over-the-counter
markets for which market quotations are readily available are valued at the mean
of the bid and asked prices; and securities for which market quotations are not
readily available are valued at fair market value as determined in good faith by
or under the direction of RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.

With the approval of RBB's Board of Directors, the Fund may use a
pricing service, bank or broker-dealer experienced in such matters to value the
Fund's securities. A more detailed

-17-

<PAGE>

discussion of net asset value and security valuation is contained in the
Statement of Additional Information.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and tractional
Shares unless a shareholder elects otherwise.

The Fund will declare and pay dividends from net investment income
annually and pays them in the calendar year in which they are declared,
generally in December. Net realized capital gains (including net short-term
capital gains), if any, will be distributed at least annually.

TAXES
- --------------------------------------------------------------------------------

The following discussion is only a brief summary of some of the
important tax considerations generally affecting the Fund and its shareholders
and is not intended as a substitute for careful tax planning. Accordingly,
investors in the Fund should consult their tax advisers with specific reference
to their own tax situation.

The Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, it 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 are treated as a return of capital) regardless of whether
such distributions are paid in cash or reinvested in additional shares.

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of the Fund,
and out of the portion of such net capital gain that constitutes mid-term
capital gain, will be taxed to shareholders as long-term capital gain or
mid-term capital gain, as the case may be, 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 bonds bearing
tax-exempt interest. All other distributions. to the extent they are taxable,
are taxed to shareholders as ordinary income.

-18-

<PAGE>

RBB will send written notices to shareholders annually regarding the
tax status of distributions made by the Fund. Dividends declared in December of
any year payable to shareholders of record on a specified date in such a month
will be deemed to have been received by the shareholders on December 31,
provided such dividends are paid during January of the following year. The Fund
intends to make sufficient actual or deemed distributions prior to the end of
each calendar year to avoid liability for federal excise tax.

Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing shares just prior to a distribution will nevertheless be taxed on the
entire amount of the distribution received, although the distribution is, in
effect, a return of capital.

Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will generally recognize gain or
loss for federal income tax purposes.

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.

MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------

The Fund offers one other class of shares, Investor Shares, which is
offered directly to individual investors pursuant to a separate prospectus.
Shares of each class represent equal pro rata interests in the Fund and accrue
dividends and calculate net asset value and performance quotations in the same
manner. The Fund will quote performance of the Investor Shares separately from
Institutional Shares. Because of different expenses paid by the Institutional
Shares, the total return on such shares can be expected, at any time, to be
different than the total return on Investor Shares. Information concerning this
other class may be obtained by calling the Fund at (800) 311-9783 or 9829.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

RBB has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 13.93 billion shares are currently
classified into 82 different classes of Common Stock. See "Description of
Shares" in the Statement of Additional Information."

-19-

<PAGE>

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO BOSTON PARTNERS LARGE CAP VALUE FUND AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO BOSTON PARTNERS LARGE CAP VALUE FUND.

Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.

RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, the Fund will assist in shareholder communication in such
matters.

Holders of Shares of the Fund 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 RBB will vote in the aggregate and
not by portfolio except as otherwise required by law or when RBB's 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
Additional Information under "Additional Information Concerning Fund Shares" for
examples 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 November 15, 1997, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

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

-20-

<PAGE>

inquiries should be addressed to The Fund's transfer agent, PFPC, at Bellevue
Park Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809,
toll-tree (888) 261-4073.

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.

HISTORICAL PERFORMANCE INFORMATION

For the period from commencement of operations (January 2, 1997)
through August 31, 1997, the total return since inception (not annualized) for
the Institutional Class of Shares of the Fund was as follows:

Unannualized investment returns for the period ended
August 31, 1997

Since
INCEPTION
---------
Boston Partners Large Cap Value Fund
(Institutional Shares)................................... 24.60%

The total return assumes reinvestment of all dividends and capital
gains and reflects expense reimbursements and investment advisory fee and 12b-1
fee waivers in effect. Without these expense reimbursements waivers, the Fund's
performance would have been lower. Of course, past performance is no guarantee
of future results. Investment return and principal value will fluctuate, so that
Shares, when redeemed, may be worth more or less than the original cost. For
more information on performance, see "Performance Information" in the Statement
of Additional Information.

-21-

<PAGE>

performance of the Fund. These accounts have lower investment advisory fees than
the Fund, and the Composite performance figures would have been lower if subject
to the higher fees and expenses incurred by the Fund. These private accounts are
also not subject to the same investment limitations, diversification
requirements and other restrictions, which are imposed upon mutual funds under
the 1940 Act and the Internal Revenue Code, which, if imposed, may have
adversely affected the performance results of the Composite. Listed below the
performance history for the Composite is a comparative index comprised of
securities similar to those in which accounts contained in the Composite are
invested.

Annualized investment returns for the period ended August 31, 1997

Since
ONE YEAR INCEPTION
-------- ---------
Composite Performance............. 46.9% 33.5%*
S&P 500 Stock Index............... 40.7% 28.9%

* The Adviser commenced managing these accounts on June 1, 1995.

The S&P 500 Stock Index is an unmanaged index of 500 selected common
stocks, most of which are listed on the NYSE.

FUTURE PERFORMANCE INFORMATION

-22-

<PAGE>

the Dow Jones Industrial Average. Performance information may also include
evaluation of the Fund by nationally recognized ranking services and information
as reported in financial publications such as BUSINESS WEEK, FORTUNE,
INSTITUTIONAL INVESTOR, MONEY MAGAZINE, FORBES, BARRON'S, THE WALL STREET
JOURNAL, THE NEW YORK TIMES, or other national, regional or local publications.
All advertisements containing performance data will include a legend disclosing
that such performance data represents past performance and that the investment
return and principal value of an investment will fluctuate so that an investor's
Shares, when redeemed, may be worth more or less than their original cost.

-23-

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

-24-

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS OR IN RBB'S STATEMENT OF ADDITIONAL PROSPECTUS
INFORMATION INCORPORATED HEREIN BY REFERENCE, IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS DECEMBER 1, 1997
AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
----------------------

TABLE OF CONTENTS BOSTON PARTNERS
PAGE LARGE CAP
---- VALUE FUND
INTRODUCTION....................................... 2 (INSTITUTIONAL SHARES)
FINANCIAL HIGHLIGHTS............................... 3
INVESTMENT OBJECTIVES AND POLICIES................. 6
INVESTMENT LIMITATIONS............................. 7
RISK FACTORS....................................... 8
MANAGEMENT......................................... 9
DISTRIBUTION OF SHARES............................. 11 bp
HOW TO PURCHASE SHARES............................. 12 BOSTON PARTNERS
HOW TO REDEEM AND EXCHANGE SHARES.................. 14 ---------------
NET ASSET VALUE.................................... 17 ASSET MANAGEMENT, L.P.
DIVIDENDS AND DISTRIBUTIONS........................ 18 ----------------------
TAXES .......................................... 18
MULTI-CLASS STRUCTURE.............................. 19
DESCRIPTION OF SHARES.............................. 19
OTHER INFORMATION.................................. 20

INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND bp
(INSTITUTIONAL CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------
<TABLE>
<CAPTION>

ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application, please
call 1-888-261-4073

<S> <C>
- ---------------- (Please check the appropriate box(es) below.)
| 1 | [Checkbox] Individual [Checkbox] Joint Tenant [Checkbox] Other
| Account |
| Registration:| -----------------------------------------------------------------------------------------------------------------
- ---------------- Name SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER

-----------------------------------------------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts,the account registrants will be joint tenants with right of survivorship and not tenants in
common unless tenants in common or community property registrations are requested.
- ----------------
GIFT TO MINOR: [Checkbox] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
- ----------------
-----------------------------------------------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)

-----------------------------------------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

-----------------------------------------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH

- ----------------
CORPORATION,
PARTNERSHIP, TRUST
OR OTHER ENTITY:
- ---------------- -----------------------------------------------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)

-----------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

- ---------------- -----------------------------------------------------------------------------------------------------------------
| 2 | STREET OR P.O. BOX AND/OR APARTMENT NUMBER
| Mailing |
| Address: | -----------------------------------------------------------------------------------------------------------------
- ---------------- CITY STATE ZIP CODE

-----------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER

- ---------------- Minimum initial investment of $100,000 Amount of investment $_______
| 3 |
| Investment | Make the check payable to Boston Partners Large Cap Value Fund.
| Information: |
- ---------------- Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over to
the Fund.

- ----------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid by check. If not options are selected below, both
OPTIONS: dividends and capital gains will be reinvested in additional Fund shares.
- ----------------
DIVIDENDS Pay by check Reinvest CAPITAL GAINS Pay by check Reinvest

- ---------------- To use this option, you must initial the appropriate line below.
| 4 | I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares
| Telephone | in my account(s) by telephone in accordance with the procedures and conditions set forth in the
| Redemption: | Fund's current prospectus.
- ----------------
---------------------------------- -------------------------------Redeem shares, and send the proceeds to
individual initial joint initial the address of record.

---------------------------------- -------------------------------Exchange shares for shares of The Boston
individual initial joint initial Partners Mid Cap Value Fund or Boston
Partners Bond Fund.
</TABLE>

<PAGE>

<S> <C>
- ---------------- The Account Investment Plan which is available to shareholders of the Fund, makes possible regularly
| 5 | scheduled purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can
| Automatic | arrange for an amount of money selected by you to be deducted from your checking account and used to
| Investment | purchase shares of the Fund.
| Plan: |
- ----------------
Please debit $________ from my checking account (named below on or about the 20th of the month.
Please attach an unsigned, voided check.
Monthly Every Alternate Month Quarterly Other

- ---------------- -----------------------------------------------------------------------------------------------------------------
BANK OF RECORD: BANK NAME STREET ADDRESS OR P.O. BOX
- ----------------
-----------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE

-----------------------------------------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to
be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.

NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE INTERNAL
REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION
REQUIRED TO AUDIT BACKUP WITHHOLDING.

-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE

-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must indicate
capacity.)

For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.

MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS LARGE CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852

</TABLE>

<PAGE>
BOSTON PARTNERS LARGE CAP VALUE FUND
(INVESTOR CLASS)
OF
THE RBB FUND, INC.

Boston Partners Large Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of the Investor Class ("Shares") offered by this Prospectus
represent interests in the Fund. The Fund is a diversified fund that seeks
long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks and securities
convertible into common stocks. It seeks to achieve its objectives by investing
at least 65% of its total assets in a diversified portfolio consisting of equity
securities of issuers with a market capitalization of primarily $1 billion or
greater and identified by Boston Partners Asset Management, L.P. (the "Adviser")
as equity securities that possess value characteristics. The Adviser examines
various factors in determining the value characteristics of such issuers,
including, but not limited to, price to book value ratios and price to earnings
ratios. These value characteristics are examined in the context of the issuer's
operating and financial fundamentals such as return on equity, earnings growth
and cash flow.

This Prospectus contains information that a prospective investor needs
to know before investing. Please keep it for future reference. A Statement of
Additional Information, dated December 1, 1997, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311-9783 or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related material, on the SEC Internet
Web Site (http://www.sec.gov).

- --------------------------------------------------------------------------------
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.

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

PROSPECTUS DECEMBER 1, 1997

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------
RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-two separate investment portfolios. The Shares offered by this Prospectus
represent interests in the Boston Partners Large Cap Value Fund. RBB was
incorporated in Maryland on February 29, 1988.

FEE TABLE

The following table illustrates annual operating expenses incurred by
Investor Shares of the Fund (after fee waivers and expense reimbursements) for
the fiscal period ended August 31, 1997, as a percentage of average daily net
assets. An example based on the summary is also shown.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees (after waivers)*....................0.07%
12b-1 Fees (after waivers)*.........................0.11%
Other Expenses (after waivers and reimbursements)...0.93%
-----
Total Fund Operating Expenses
(after waivers and expense reimbursements)*........1.11%
=====

* In the absence of expense reimbursements and fee waivers, Management
Fees would be 0.75%, 12b-1 Fees would be 0.25%, Other Expenses
would be 2.05%, and Total Fund Operating Expenses would be 3.05%.
Management Fees and 12b-1 Fees are each based on average daily net
assets and are calculated daily and paid monthly.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
Boston Partners Large
Cap Value Fund..........$11 $35 $61 $135

-2-

<PAGE>

12b-1 Fees for the Fund. However, the Adviser, the Distributor and the other
service providers are under no obligation with respect to such expense
reimbursements and waivers and there can be no assurance that any future expense
reimbursements and waivers of Management Fees and 12b-1 Fees will not vary from
the figures reflected in the Fee Table.

-3-

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The "Financial Highlights" presented below set forth certain investment
results for shares of the Investor Class of the Fund for the period indicated.
The Investor Class commenced operations on January 16, 1997. The financial data
included in this table should be read in conjunction with the financial
statements and notes thereto and the unqualified report of the independent
accountants thereon, which are incorporated by reference into the Statement of
Additional Information. Further information about the performance of the
Investor Class of the Fund is available in the Annual Report to Shareholders.
Both the Statement of Additional Information and the Annual Report to
Shareholders may be obtained from the Fund free of charge by calling the
telephone number on page 1 of the prospectus.

-4-

<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
(FOR AN INVESTOR SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

FOR THE PERIOD
JANUARY 16, 1997*
THROUGH
AUGUST 31, 1997
---------------

PER SHARE OPERATING PERFORMANCE**
NET ASSET VALUE, BEGINNING OF PERIOD........................ $10.20
------

Net investment income(1).................................... 0.02
Net realized and unrealized gain on investments(2).......... 2.23
-----

Net increase in net assets resulting from operations........ 2.25
-----

NET ASSET VALUE, END OF PERIOD.............................. $12.45
=====

Total investment return(3).................................. 22.06%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)................... $683
Ratio of expenses to average net assets***(1)(4)............ 1.11%
Ratio of net investment income to average net assets***(1).. .91%
PORTFOLIO TURNOVER RATE****................................. 67.16%
Average commission rate per share(5)........................ $0.0397

- ----------------------
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of
the period, except dividends and distributions, it any, which are
based on actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the period is not
in accord with the change in the aggregate gains and losses in
investments during the period because of the timing of sales and
repurchases of Fund shares in relation to fluctuating net asset value
during the period.
(3) Total return is calculated assuming a purchase of shares on the first
day and a sale of shares on the last day of the period reported and
will include reinvestments of dividends and distributions, if any.
Total return is not annualized.
(4) Without the waiver of advisory, 12b-1, administration and transfer
agent fees and without the reimbursement of certain operating
expenses, the ratio of expenses to average net assets annualized for
the period ended August 31, 1997 would have been 3.05% for the
Investor Class.
(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

-5-

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is to provide long-term growth of
capital with current income as a secondary objective. The Fund seeks to achieve
its objectives by investing under normal market conditions at least 65% of its
total assets in a diversified portfolio consisting primarily of equity
securities, such as common stocks and securities convertible into common stocks,
of issuers with a market capitalization of $1 billion or greater and identified
by the Adviser as equity securities possessing value characteristics.

The Adviser examines various factors in determining the value
characteristics of such issuers, including but not limited to price to book
value ratios and price to earnings ratios. These value characteristics are
examined in the context of the issuer's operating and financial fundamentals
such as return on equity, earnings growth and cash flow.

The Fund may invest up to 20% of its total assets in securities of
foreign issuers. Investing in securities of foreign issuers involves
considerations not typically associated with investing in securities of
companies organized and operating in the United States. Foreign securities
generally are denominated and pay dividends or interest in foreign currencies.
The Fund may hold from time to time various foreign currencies pending their
investment in foreign securities or their conversion into U.S. dollars. The
value of the assets of the Fund as measured in U.S. dollars may therefore be
affected favorably or unfavorably by changes in exchange rates. There may be
less publicly available information concerning foreign issuers than is available
with respect to U.S. issuers. Foreign securities may not be registered with the
U.S. Securities and Exchange Commission, and generally, foreign companies are
not subject to uniform accounting, auditing and financial reporting requirements
comparable to those applicable to U.S. issuers. See "Investment Objectives and
Policies--Foreign Securities" in the Statement of Additional Information.

The Fund may invest the remainder of its total assets in equity
securities of issuers with lower capitalizations; derivative securities; debt
securities issued by U.S. banks, corporations and other business organizations
that are investment grade securities; and debt securities issued by the U.S.
Government or government agencies.

-6-

<PAGE>

In accordance with the above-mentioned policies, the Fund may also
invest in indexed securities, convertible securities, repurchase agreements,
reverse repurchase agreements, dollar rolls, financial futures contracts,
options on futures contracts and may lend portfolio securities. See "Investment
Objectives and Policies" in the Statement of Additional Information.

The Fund may invest in registered investment companies and investment
funds in foreign countries subject to the provisions of the Investment Company
Act of 1940, as amended (the "1940 Act") and as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. If the Fund
invests in such investment companies, the Fund will bear its proportionate share
of the costs incurred by such companies, including investment advisory fees.

While the Adviser intends to fully invest the Fund's assets at all
times in accordance with the above-mentioned policies, the Fund reserves the
right to hold up to 100% of its assets, as a temporary defensive measure, in
cash and eligible U.S. dollar-denominated money market instruments. The Adviser
will determine when market conditions warrant temporary defensive measures.

The Fund's investment objectives and the policies described above may
be changed by RBB's Board of Directors without the affirmative vote of the
holders of a majority of the outstanding Shares representing interests in the
Fund.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Fund may not:

1. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities, if immediately after and as a result of such
purchase, more than 5% of the value of the Fund's 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
Fund, except that up to 25% of the value of the Fund's total assets may
be invested without regard to such limitations.

2. Purchase any securities which would cause, at the time of
purchase, more than 25% of the value of the total assets of the Fund to
be invested in the obligations of

-7-

<PAGE>

issuers in any single industry, provided that there is no limitation
with respect to investments in U.S. Government obligations.

3. Borrow money or issue senior securities, except that the
Fund may borrow from banks and enter into reverse repurchase agreements
and dollar rolls for temporary purposes in amounts up to one-third of
the value of its total assets at the time of such borrowing; or
mortgage, pledge or hypothecate any assets, except in connection with
any such borrowing and then in amounts not in excess of one-third of
the value of the Fund's total assets at the time of such borrowing. The
Fund will not purchase securities while its aggregate outstanding
borrowings (including reverse repurchase agreements, dollar rolls and
borrowings from banks) are in excess of 5% of its total assets.
Securities held in escrow or separate accounts in connection with the
Fund's investment practices are not considered to be borrowings or
deemed to be pledged for purposes of this limitation.

PORTFOLIO TURNOVER

The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will not exceed 100%. High Portfolio turnover (100% or more) will generally
result in higher transaction costs to a portfolio and may result in the
realization of short-term capital gains that are taxable to shareholders as
ordinary income.

RISK FACTORS
- --------------------------------------------------------------------------------

As with other mutual funds, there can be no assurance that the Fund
will achieve its objectives. The net asset value per share of Shares
representing interests in the Fund will fluctuate as the values of its portfolio
securities change in response to changing conditions in the equity market. An
investment in the Fund is not intended to constitute a balanced investment
program. Other risk factors are discussed above under "Investment Objectives and
Policies" and in the Statement of Additional Information under "Investment
Objectives and Polices."

Investment methods described in this Prospectus are among those which
the Fund has the power to utilize. Some may be employed on a regular basis;
others may not be used at all. Accordingly, reference to any particular method
or technique carries no implication that it will be utilized or, if it is, that
it will be successful.

-8-

<PAGE>

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.

INVESTMENT ADVISER

Boston Partners Asset Management, L.P. located at One Financial Center,
43rd Floor Boston, Massachusetts 02111, serves as the Fund's investment adviser.
The Adviser provides investment management and investment advisory services to
investment companies and other institutional accounts that had aggregate total
assets under management as of September 30, 1997, in excess of $12.5 billion.
Boston Partners' general partner is Boston Partners, Inc., a company that acts
as a general partner to investment advisers organized as limited partnerships.

Subject to the supervision and direction of RBB's Board of Directors,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objectives and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund. For its services to the Fund, the Adviser is entitled to receive under the
Advisory Agreement a monthly advisory fee computed at an annual rate of 0.75% of
the Fund's average daily net assets. The Adviser is currently waiving advisory
fees in excess of 0.71% of the Fund's average daily net assets.

PORTFOLIO MANAGEMENT

-9-

<PAGE>

ADMINISTRATOR

PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. For its
services, PFPC is entitled to receive a fee under an administration and
accounting services agreement calculated at an annual rate of .125% of the
Fund's average daily net assets with a minimum annual fee of $75,000 payable
monthly on a pro rata basis. PFPC is currently waiving one-half of its minimum
annual fee.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

PNC Bank, National Association ("PNC Bank") serves as the Fund's
custodian and PFPC serves as the Fund's transfer agent and dividend disbursing
agent. The principal offices of PFPC, an indirect, wholly-owned subsidiary of
PNC Bank, are located at 400 Bellevue Parkway, Wilmington, Delaware 19809. PFPC
may enter into shareholder servicing agreements with registered broker-dealers
who have entered into dealer agreements with the Distributor ("Authorized
Dealers") for the provision of certain shareholder support services to customers
of such Authorized Dealers who are shareholders of the Fund. The services
provided and the fees payable by the Fund for these services are described in
the Statement of Additional Information under "Investment Advisory, Distribution
and Servicing Arrangements."

DISTRIBUTOR

EXPENSES

The expenses of the Fund are deducted from its total income before
dividends are paid. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios. The Investor Class of the Fund pays its own
distribution fees, and may pay a different share than the other classes of the
Fund of other expenses (excluding advisory and custodial fees) if those expenses
are actually incurred in a different amount by the Investor Class or if it
receives different services.

-10-

<PAGE>

The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of the Shares,
(ii) ongoing servicing and/or maintenance of the accounts of Shareholders, and
(iii) sub-transfer agency services, subaccounting services or administrative
services related to the sale of the Shares, all as set forth in the Plan. The
Distributor may delegate some or all of these functions to Service Agents. See
"How to Purchase Shares--Purchases Through Intermediaries."

PURCHASES THROUGH INTERMEDIARIES.

Shares of the Fund may be available through certain brokerage firms,
financial institutions and programs sponsored by other industry professionals
(collectively, "Service Organizations"). Certain features of the Shares, such as
the initial and subsequent investment minimums and certain trading restrictions,
may be modified or waived by Service Organizations. Service Organizations may
impose transaction or administrative charges or other direct fees, which charges
or fees would not be imposed if Shares are purchased directly from the Fund.
Therefore, a client or customer should contact the Service Organization acting
on his behalf concerning the fees (if any) charged in connection with a purchase
or redemption of Shares and should read this Prospectus in light of the terms
governing his accounts with the Service Organization. Service Organizations will
be responsible for promptly transmitting

-11-

<PAGE>

client or customer purchase and redemption orders to the Fund in accordance with
their agreements with clients or customers. Service Organizations or, if
applicable, their designees that have entered into agreements with the Fund or
its agent may enter confirmed purchase orders on behalf of clients and
customers, with payment to follow no later than the Fund's pricing on the
following Business Day. If payment is not received by such time, the Service
Organization could be held liable for resulting fees or losses. The Fund will be
deemed to have received a purchase or redemption order when a Service
Organization, or, if applicable, its authorized designee, accepts a purchase or
redemption order in good order. Orders received by the Fund in good order will
be priced at the Fund's net asset value next computed after they are accepted by
the Service Organization or its authorized designee.

For administration, subaccounting, transfer agency and/or other
services, the Adviser or the Distributor or their affiliates may pay Service
Organizations and certain recordkeeping organizations with whom they have
entered into agreements a fee of up to .35% (the "Service Fee') of the average
annual value of accounts with the Fund maintained by such Service Organizations
or recordkeepers. The Service Fee payable to any one Service Organization or
recordkeeper is determined based upon a number of factors, including the nature
and quality of the services provided, the operations processing requirements of
the relationship and the standardized fee schedule of the Service Organization
or recordkeeper.

The Adviser, the Distributor or either of their affiliates may, at
their own expense, provide promotional incentives for qualified recipients who
support the sale of Shares consisting of securities dealers who have sold
Shares, or others, including banks and other financial institutions, under
special arrangements. Incentives may include opportunities to attend business
meetings, conferences, sales or training programs for recipients, employees or
clients and other programs or events and may also include opportunities to
participate in advertising or sales campaigns and/or shareholder services and
programs regarding one or more Boston Partners Funds. Travel, meals and lodging
may also be paid in connection with these promotional activities. In some
instances, these incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or expected sale of
significant amounts of Shares.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

GENERAL

Shares representing interests in the Fund are offered continuously for
sale by the Distributor and may be purchased

-12-

<PAGE>

without imposition of a sales charge. Shares may be purchased initially by
completing the application included in this Prospectus and forwarding the
application to the Fund's transfer agent, PFPC. Purchases of Shares may be
effected by wire to an account to be specified by PFPC or by mailing a check or
Federal Reserve Draft, payable to the order of "The Boston Partners Large Cap
Value Fund," c/o PFPC Inc., P.O. Box 8852, Wilmington, Delaware 19899-8852. The
name of the Fund, Boston Partners Large Cap Value Fund, must also appear on the
check or Federal Reserve Draft. Shareholders may not purchase shares of the
Boston Partners Large Cap Value Fund with a check issued by a third party and
endorsed over to the Fund. Federal Reserve Drafts are available at national
banks or any state bank which is a member of the Federal Reserve System. Initial
investments in the Fund must be at least $2,500 and subsequent investments must
be at least $100. The Fund reserves the right to suspend the offering of Shares
for a period of time or to reject any purchase order.

Shares may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange, Inc. (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday.

The price paid for Shares purchased is based on the net asset value
next computed after a purchase order is received in good order by the Fund or
its agents. Orders received by the Fund or its agents prior to the close of the
NYSE (generally 4:00 p.m. Eastern Time) are priced at that Business Day's net
asset value. Orders received by the Fund or its agents after the close of the
NYSE are priced at the net asset value next determined on the following Business
Day. In those cases where an investor pays for Shares by check, the purchase
will be effected at the net asset value next determined after the Fund or its
agents receives the order and the completed application.

Provided that the investment is at least $2,500, an investor may also
purchase Shares by having his bank or her broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Fund does
not currently impose a service charge for effecting wire transfers, but reserves
the right to do so in the future. 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 (888)
261-4073, and provide PFPC with your name, address, telephone number,
Social Security or Tax Identification

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<PAGE>

Number, the Fund 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 PFPC prior to
wiring funds.

B. Instruct your bank or broker to wire the specified amount,
together with your assigned account number, to PFPC's account with PNC
Bank:

PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number
with the Fund)
FOR PURCHASE OF: Boston Partners Large Cap
Value Fund
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.

AUTOMATIC INVESTING

Additional investments in Shares may be made automatically by
authorizing the Fund's transfer agent to withdraw funds from your bank account.
Investors desiring to participate in the Automatic Investment Plan should call
the Fund's transfer agent, PFPC, at (888) 261-4073 to obtain the appropriate
forms.

RETIREMENT PLANS

Shares may be purchased in conjunction with individual retirement
accounts ("IRAs") and rollover IRAs where PNC Bank acts as Custodian. For
further information as to applications and annual fees, contact PFPC at (888)
261-4073. To determine whether the benefits of an IRA are available and/or
appropriate, a shareholder should consult with a tax adviser.

-14-

<PAGE>

HOW TO REDEEM AND EXCHANGE SHARES
- --------------------------------------------------------------------------------

REDEMPTION BY MAIL

A request for redemption must be signed by all persons in whose names
the Shares are registered. Signatures must conform exactly to the account
registration. It the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or it the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed according to the procedures described below under "How to Redeem
and Exchange Shares -- Exchange Privilege."

SYSTEMATIC WITHDRAWAL PLAN

If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan and receive regular periodic payments. A request to
establish a Systematic Withdrawal Plan must be submitted in writing to PFPC at
P.O. Box 8852, Wilmington, Delaware 19899-8852. Each withdrawal redemption will
be processed on or about the 25th of the month and mailed as soon as possible
thereafter. There are no service charges for maintenance, the minimum amount
that you may withdraw each period is $100. (This is merely the minimum amount
allowed and should not be mistaken for a recommended amount.) The holder of a
Systematic Withdrawal Plan will have any income dividends and any capital gains
distributions reinvested in full and fractional shares at net asset value. To
provide funds for payment, Shares will be redeemed in such amount as is
necessary at the redemption price, which is net asset value next determined
after the Fund's receipt of a redemption request. Redemption of Shares may
reduce or possibly exhaust the Shares in your account, particularly in the event
of a market decline. As with other redemptions, a redemption to make a
withdrawal payment is a sale for federal income tax purposes. Payments made
pursuant to a Systematic Withdrawal Plan cannot be considered as actual

-15-

<PAGE>

yield or income since part of such payments may be a return of capital.

You will ordinarily not be allowed to make additional investments of
less than the aggregate annual withdrawals under the Systematic Withdrawal Plan
during the time you have the plan in effect and, while a Systematic Withdrawal
Plan is in effect, you may not make periodic investments under the Automatic
Investment Plan. You will receive a confirmation of each transaction showing the
sources of the payment and the Share and cash balance remaining in your plan.
The plan may be terminated on written notice by the shareholder or by the Fund
and will terminate automatically if all Shares are liquidated or withdrawn from
the account or upon the death or incapacity of the shareholder. You may change
the amount and schedule of withdrawal payments or suspend such payments by
giving written notice to the Fund's transfer agent at least seven Business Days
prior to the end of the month preceding a scheduled payment.

INVOLUNTARY REDEMPTION

The Fund reserves the right to redeem a shareholder's account at any
time the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed.

PAYMENT OF REDEMPTION PROCEEDS

In all cases, the redemption price is the net asset value per share
next determined after the request for redemption is received in proper form by
the Fund or its agents. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund or its agents of the request and
any other necessary documents in proper order. Such payment may be postponed or
the right of redemption suspended as permitted by the 1940 Act. If the Shares to
be redeemed have been recently purchased by check, the Fund's transfer agent may
delay mailing a redemption check, which may be a period of up to 15 days,
pending a determination that the check has cleared. The Fund has elected to be
governed by Rule 18f-1 under the 1940 Act so that it is obligated to redeem its
shares solely in cash up to the lesser of $250,000 or 1% of its net asset value
during any 90-day period for any one shareholder of a portfolio.

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<PAGE>

EXCHANGE PRIVILEGE

The exchange privilege will be available to shareholders residing in
any state in which the Shares being acquired may be legally sold. A shareholder
may exchange Shares of the Fund for Investor Shares of the Boston Partners Mid
Cap Value Fund or the Boston Partners Bond Fund, subject to the restrictions
described under "Exchange Privilege Limitations" below. Such exchange will be
effected at the net asset value of the exchanged Fund and the net asset value of
the Boston Partners Mid Cap Value Fund or Boston Partners Bond Fund next
determined after receipt of a request for an exchange by the Fund or its agents.
An exchange of Shares will be treated as a sale for federal income tax purposes.
See "Taxes." A Shareholder wishing to make an exchange may do so by sending a
written request to PFPC.

If the exchanging shareholder does not currently own Investor Shares of
the Boston Partners Mid Cap Value Fund or Boston Partners Bond Fund, a new
account will be established with the same registration, dividend and capital
gain options as the account from which shares are exchanged, unless otherwise
specified in writing by the shareholder with all signatures guaranteed. A
signature guarantee may be obtained from a domestic bank or trust company,
broker, dealer, clearing agency or savings association who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion Program
(STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange,
Inc. Medallion Signature Program (MSP). Signature guarantees that are not part
of these programs will not be accepted. The exchange privilege may be modified
or terminated at any time, or from time to time, by RBB, upon 60 days' written
notice to shareholders.

If an exchange is to a new account in the Boston Partners Mid Cap Value
Fund or Boston Partners Bond Fund, the dollar value of Investor Shares acquired
must equal or exceed that Fund's minimum for a new account; if to an existing
account, the dollar value must equal or exceed that Fund's minimum for
subsequent investments. If any amount remains in the Fund from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.

EXCHANGE PRIVILEGE LIMITATIONS

The Fund's exchange privilege is not intended to afford shareholders a
way to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Fund has
established a policy of limiting excessive exchange activity.

-17-

<PAGE>

TELEPHONE TRANSACTIONS

In order to request an exchange or redemption by telephone, a
shareholder must have completed and returned an account application containing
the appropriate telephone election. To add a telephone exchange feature to an
existing account that previously did not provide for this option, a Telephone
Authorization Form must be filed with PFPC. This form is available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to request the exchange or redemption by calling (888) 261-4073.
Neither RBB, the Fund, the Distributor, the Administrator nor any other Fund
agent will be liable for any loss, liability, cost or expense for following
RBB's telephone transaction procedures described below or for following
instructions communicated by telephone that they reasonably believe to be
genuine.

RBB's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2)
requiring the caller to provide the names of the account owners, the account
social security number and name of the Fund, all of which must match RBB's
records; (3) requiring RBB's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(4) permitting exchanges only if the two account registrations are identical;
(5) 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 owners of
record at the bank account of record; (6) sending a written confirmation for
each telephone transaction to the owners of record at the address of record
within five (5) Business Days of the call; and (7) maintaining tapes of
telephone transactions for six months, if the Fund elects to record shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners and other industry professionals, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under a power of attorney.

-18-

<PAGE>

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset values for each class of a fund are calculated by adding
the value of the proportionate interest of the class in a Fund's cash,
securities and other assets, deducting actual and accrued liabilities of the
class and dividing the result by the number of outstanding shares of the class.
The net asset values of each class are calculated independently from each other
class. The net asset values are calculated as of the close of regular trading on
the NYSE, generally 4:00 p.m. Eastern Time on each Business Day.

With the approval of RBB's Board of Directors, the Fund may use a
pricing service, bank or broker-dealer experienced in such matters to value the
Fund's securities. A more detailed discussion of net asset value and security
valuation is contained in the Statement of Additional Information.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and fractional
shares unless a shareholder elects otherwise.

The Fund will declare and pay dividends from net investment income
annually, and pays them in the calendar year in which they are declared,
generally in December. Net realized capital gains (including net short-term
capital gains), if any, will be distributed at least annually.

TAXES
- --------------------------------------------------------------------------------

The following discussion is only a brief summary of some of the
important tax considerations generally affecting the Fund and its shareholders
and is not intended as a substitute for careful

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<PAGE>

tax planning. Accordingly, investors in the Fund should consult their tax
advisers with specific reference to their own tax situation.

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), it any, of the Fund,
and out of the portion of such net capital gain that constitutes mid-term
capital gain, will be taxed to shareholders as long-term capital gain or
mid-term capital gain, as the case may be, 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 bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.

Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing shares immediately prior to a distribution will nevertheless be taxed
on the entire amount of the distribution received, although the distribution is,
in effect, a return of capital.

Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will generally recognize gain or
loss for federal income tax purposes.

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.

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<PAGE>

MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------

The Fund offers one other class of shares, Institutional Shares, which
is offered directly to institutional investors pursuant to a separate
prospectus. Shares of each class represent equal pro rata interests in the Fund
and accrue dividends and calculate net asset value and performance quotations in
the same manner. The Fund will quote performance of the Institutional Shares
separately from Investor Shares. Because of different expenses paid by the
Investor Shares, the total return on such shares can be expected. at any time,
to be different than the total return on Institutional Shares. Information
concerning these other classes may be obtained by calling the Fund at (800)
311-9783 or 9829.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS LARGE CAP VALUE FUND
AND DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS
AND OTHER MATTERS RELATING TO THE BOSTON PARTNERS LARGE CAP VALUE FUND.

Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
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 will be fully paid and
non-assessable.

RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.

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<PAGE>

shareholders of a particular investment portfolio. (See the Statement of
Additional 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 November 15, 1997 to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

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 the Fund's
transfer agent, PFPC, at Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (888) 261-4073.

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing shares in the Fund are not normally issued.

HISTORICAL PERFORMANCE INFORMATION

For the period from commencement of operations (January 16, 1997)
through August 31, 1997, the total return since inception (not annualized) for
the Investor Class of Shares of the Fund was as follows:

Unannualized investment returns for the period ended August 31, 1997

Since
INCEPTION
---------
Boston Partners Large Cap Value Fund
(Investor Shares)........................ 22.06%

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<PAGE>

future results. Investment return and principal value will fluctuate, so that
Shares, when redeemed, may be worth more or less than the original cost. For
more information on performance, see "Performance Information" in the Statement
of Additional Information.

The table below presents the Composite performance history of certain
of the Adviser's managed accounts on an annualized basis for the period ended
August 31, 1997. The Composite is comprised of the Adviser's institutional
accounts and other privately managed accounts with investment objectives,
policies and strategies substantially similar to those of the Fund, although the
accounts have longer operating histories than the Fund, which commenced
operations on January 16, 1997. The Composite performance information includes
the reinvestment of dividends received in the underlying securities and reflects
the payment of investment advisory fees. The privately managed accounts in the
Composite are only available to the Adviser's institutional advisory clients.
The past performance of the funds and accounts which comprise the Composite is
not indicative of or a substitute for the future performance of the Fund. These
accounts have lower investment advisory fees than the Fund, and the Composite
performance figures would have been lower if subject to the higher fees and
expenses incurred by the Fund. These private accounts are also not subject to
the same investment limitations, diversification requirements and other
restrictions which are imposed upon mutual funds under the 1940 Act and the
Internal Revenue Code, which, if imposed, may have adversely affected the
performance results of the Composite. Listed below the performance history for
the Composite is a comparative index comprised of securities similar to those in
which accounts contained in the Composite are invested.

Annualized investment returns for the period ended August 31, 1997

Since
ONE YEAR INCEPTION
-------- ---------
Composite Performance....................... 46.9% 33.5%*
S&P 500 Stock Index......................... 40.7% 28.9%

* The Adviser commenced managing these accounts on June 1, 1995.

The S&P 500 Stock Index is an unmanaged index of 500 selected common stocks,
most of which are listed on the NYSE.

FUTURE PERFORMANCE INFORMATION

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<PAGE>

five and ten year periods or, if such periods have not yet elapsed, shorter
periods corresponding to the life of the Fund. Such total return quotations will
be computed by finding the compounded average annual total return for each time
period that would equate the assumed initial investment of $1,000 to the ending
redeemable value, net of fees, according to a required standardized calculation.
The standard calculation is required by the SEC to provide consistency and
comparability in investment company advertising. The Fund may also from time to
time include in such advertising an aggregate total return figure or a total
return figure that is not calculated according to the standardized formula in
order to compare more accurately the Fund's performance with other measures of
investment return. For example, the Fund's total return may be compared with
data published by Lipper Analytical Services, Inc., CDA Investment Technologies,
Inc. or Weisenberger Investment Company Service, or with the performance of the
Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.
Performance information may also include evaluation of the Fund by nationally
recognized ranking services and information as reported in financial
publications such as BUSINESS WEEK, FORTUNE, INSTITUTIONAL INVESTOR, MONEY
MAGAZINE, FORBES, BARRON'S, THE WALL STREET JOURNAL, THE NEW YORK TIMES, or
other national, regional or local publications. All advertisements containing
performance data will include a legend disclosing that such performance data
represents past performance and that the investment return and principal value
of an investment will fluctuate so that an investor's Shares, when redeemed, may
be worth more or less than their original cost.

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<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS OR IN RBB'S STATEMENT OF ADDITIONAL
INFORMATION INCORPORATED HEREIN BY REFERENCE, IN PROSPECTUS
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE DECEMBER 1, 1997
RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
----------------------

TABLE OF CONTENTS
BOSTON PARTNERS
PAGE LARGE CAP
---- VALUE FUND
INTRODUCTION........................................ 2 (INVESTOR SHARES)
FINANCIAL HIGHLIGHTS................................ 4
INVESTMENT OBJECTIVES AND POLICIES.................. 6
INVESTMENT LIMITATIONS.............................. 7
RISK FACTORS........................................ 8
MANAGEMENT.......................................... 9
DISTRIBUTION OF SHARES.............................. 11 bp
HOW TO PURCHASE SHARES.............................. 12 BOSTON PARTNERS
HOW TO REDEEM AND EXCHANGE SHARES................... 15 ---------------
NET ASSET VALUE..................................... 19 ASSET MANAGEMENT, L.P.
DIVIDENDS AND DISTRIBUTIONS......................... 19 ----------------------
TAXES ........................................... 19
MULTI-CLASS STRUCTURE............................... 21
DESCRIPTION OF SHARES............................... 21
OTHER INFORMATION................................... 22

INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND bp
(INVESTOR CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------

ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application, please
call 1-888-261-4073

<S> <C>
- ---------------- (Please check the appropriate box(es) below.)
| 1 | [Checkbox] Individual [Checkbox]| Joint Tenant [Checkbox] Other
| Account |
| Registration:| -----------------------------------------------------------------------------------------------------------------
- ---------------- Name SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER

-----------------------------------------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

-----------------------------------------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH

-----------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

-----------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER

- ---------------- Minimum initial investment of $2,500 Amount of investment $_______
| 3 |
| Investment | Make the check payable to Boston Partners Large Cap Value Fund.
| Information: |
- ---------------- Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over to
the Fund.

- ----------------
DISTRIBUTION NOTE: Dividends and capital gains may be reinvested or paid by check. If not options are selected below, both
OPTIONS: dividends and capital gains will be reinvested in additional Fund shares.
- ----------------
DIVIDENDS - Pay by check - Reinvest - CAPITAL GAINS - Pay by check - Reinvest -

- ----------------
SYSTEMATIC To select this portion please fill out the information below:
WITHDRAWAL
PLAN: Amount ______________________________________________________ Startup Month _________________________
- ----------------
Frequency Options: Annually - Monthly - Quarterly -

- A minimum account value of $10,000 in a single account is required to establish a Systematic Withdrawal Plan
- Payments will be made on or near the 25th of the month
Please check one of the following options: ________ Please mail checks t Address of Record (Named in
Section 2)
________ Please electronically credit my Bank of Record
(Named in Section 5)
</TABLE>

<PAGE>

<S> <C>
- ---------------- To use this option, you must initial the appropriate line below.
| 4 | I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares in my
| Telephone | account(s) by telephone in accordance with the procedures and conditions set forth in the Fund's current
| Exchange and | prospectus.
| Redemption: |
- ----------------
------------------------------- ----------------------------- Redeem shares, and send the proceeds to
Individual initial joint initial the address of record.

Exchange shares for shares of the Boston
------------------------------- ----------------------------- Partners Mid Cap Value Fund or Boston
Individual initial joint initial Partners Bond Fund.

- ---------------- The Account Investment Plan which is available to shareholders of the Fund, makes possible regularly scheduled
| 5 | purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can arrange for an amount
| Automatic | of money selected by you to be deducted from your checking account and used to purchase shares of the Fund.
| Investment |
| Plan: | Please debit $________ from my checking account (named below) on or about the 20th of the month.
- ---------------- Please attach an unsigned, voided check.

[Checkbox] Monthly [Checkbox] Every Alternate Month [Checkbox] Quarterly [Checkbox] Other

-----------------------------------------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

- ---------------- The undersigned warrants that I (we) have full authority and, if a natural person, I (we) am (are) of legal age
| 6 | to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus
| | for the Fund in which I (we) am (are) investing.
| Signatures: | Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
- ---------------- certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to
be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.

NOTE: YOU MUST CROSS OUT ITEM (2) IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP
WITHHOLDING BECAUSE YOU HAVE FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE INTERNAL REVENUE
SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO
AUDIT BACKUP WITHHOLDING.

-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE

-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.

MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS LARGE CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852

</TABLE>

<PAGE>
BOSTON PARTNERS LARGE CAP VALUE FUND
(ADVISOR CLASS)
OF
THE RBB FUND, INC.

Boston Partners Large Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of the Advisor Class ("Shares") offered by this Prospectus
represent interests in the Fund. The Fund is a diversified fund that seeks
long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks and securities
convertible into common stocks. It seeks to achieve its objectives by investing
at least 65% of its total assets in a diversified portfolio consisting of equity
securities of issuers with a market capitalization of primarily $1 billion or
greater and identified by Boston Partners Asset Management, L.P. (the "Adviser")
as equity securities that possess value characteristics. The Adviser examines
various factors in determining the value characteristics of such issuers,
including, but not limited to, price to book value ratios and price to earnings
ratios. These value characteristic are examined in the context of the issuer's
operating and financial fundamentals such as return on equity, earnings growth
and cash flow.

This Prospectus contains information that a prospective investor needs
to know before investing. Please keep it for future reference. A Statement of
Additional Information, dated December 1, 1997, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311-9783 or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related material on the SEC Internet
Web Site (http://www.sec.gov).

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

PROSPECTUS December 1, 1997

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-two separate investment portfolios. The Shares offered by this Prospectus
represent interests in the Boston Partners Large Cap Value Fund. RBB was
incorporated in Maryland on February 29, 1988.

The Advisor Class of the Fund is designed primarily for investors
seeking investment of funds held in an advisory or other similar capacity, which
may include the investment of funds held or managed by broker-dealers,
investment counselors and financial planners. Investment professionals such as
those listed above may purchase Shares for discretionary or non- discretionary
accounts maintained by individuals.

EXPENSE TABLE

The following table illustrates the annual operating expenses expected
to be incurred by Advisor Shares of the Fund (after fee waivers) for the fiscal
period ended August 31, 1997, as a percentage of average daily net assets. An
example based on the summary is also shown.

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees (after waivers)*..............................0.71%
12b-1 Fees (after waivers)*...................................0.50%
Other Expenses................................................0.29%
-----
Total Fund Operating Expenses (after waivers).................1.50%
=====

* In the absence of fee waivers, Management Fees would be 0.75%, 12b-1
Fees would be 0.75% and Total Fund Operating Expenses would be 1.79%.
Management Fees and 12b-1 Fees are each based on average daily net
assets and are calculated daily and paid monthly.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period:

ONE YEAR THREE YEARS
-------- -----------
Boston Partners Large Cap
Value Fund............................. $15 $47

-2-

<PAGE>

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" and "Distribution of Shares" below.) The Fee Table reflects a
voluntary waiver of Management fees and 12b-1 Fees for the Fund. However, the
Adviser and the Distributor are under no obligation with respect to such
waivers, and there can be no assurance that any future waivers of Management
Fees and 12b-1 Fees will not vary from the figures reflected in the Fee Table.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses" remain the same in the years shown. THE EXAMPLE SHOULD NOT
BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN. Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
National Association of Securities Dealers Inc.

No financial data is supplied for the Advisor Class of the Fund
because, as of the date of this Prospectus, the Advisor Class had no performance
history.

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is to provide long-term growth of
capital with current income as a secondary objective. The Portfolio seeks to
achieve its objective by investing at least 65% of its total assets in a
diversified portfolio consisting primarily of equity securities, such as common
stocks and securities convertible into common stocks, of issuers with a market
capitalization of $1 billion or greater and identified by the Adviser as
possessing value characteristics.

The Adviser examines various factors in determining the value
characteristics of such issuers, including but not limited to, price to book
value ratios and price to earnings ratios. These value characteristic are
examined in the context of the issuer's operating and financial fundamentals
such as return on equity, earnings growth and cash flow.

-3-

<PAGE>

in the United States. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their conversion into U.S. dollars. The value of the assets of the Fund as
measured in U.S. dollars may therefore be affected favorably or unfavorably by
changes in exchange rates. There may be less publicly available information
concerning foreign issuers than is available with respect to U.S. issuers.
Foreign securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies--Foreign
Securities" in the Statement of Additional Information.

In accordance with the above-mentioned policies, the Fund may also
invest in indexed securities, convertible securities, repurchase and reverse
repurchase agreements, dollar rolls, financial futures contracts, options on
futures contracts and may lend portfolio securities. See "Investment Objectives
and Policies" in the Statement of Additional Information.

-4-

<PAGE>

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Fund may not:

1. Purchase the securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase, more
than 5% of the value of the Fund's 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 Fund, except that up to 25% of the value of
the Fund's total assets may be invested without regard to such limitations.

2. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of the Fund to be invested in the
obligations of issuers in any single industry, provided that there is no
limitation with respect to investments in U.S. Government obligations.

3. Borrow money or issue senior securities, except that the Fund may
borrow from banks and enter into reverse repurchase agreements and dollar rolls
for temporary purposes in amounts up to one-third of the value of its total
assets at the time of such borrowing; or mortgage, pledge or hypothecate any
assets, except in connection with any such borrowing and then in amounts not in
excess of one-third of the value of the Fund's total assets at the time of such
borrowing. The Fund will not purchase securities while its aggregate borrowings
(including reverse repurchase agreements, dollar rolls and borrowings from
banks) are in excess of 5% of its total assets. Securities held in escrow or
separate accounts in connection with the Fund's investment practices are not
considered to be borrowings or deemed to be pledged for purposes of this
limitation.

PORTFOLIO TURNOVER

The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will not exceed 100%. High Portfolio turnover (100% or more) will generally
result in higher transaction costs to a portfolio and may result in the
realization of short-term capital gains that are taxable to shareholders as
ordinary income.

-5-

<PAGE>

RISK FACTORS
- --------------------------------------------------------------------------------

Investment methods described in this Prospectus are among those that
the Fund has the power to utilize. Some may be employed on a regular basis;
others may not be used at all. Accordingly, reference to any particular method
or technique carries no implication that it will be utilized or, if it is, that
it will be successful.

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.

INVESTMENT ADVISER

-6-

<PAGE>

PORTFOLIO MANAGEMENT

ADMINISTRATOR

PFPC Inc. ("PFPC") serves as administrator to the Portfolio and
generally assists the Fund in all aspects of its administration and operations,
including matters relating to the maintenance of financial records and
accounting. PFPC's principal offices are located at 400 Bellevue Parkway,
Wilmington, Delaware 19809. For its services, PFPC receives a fee calculated at
an annual rate of .125% of the Fund's average daily net assets, with a minimum
annual fee of $75,000 payable monthly on a pro rata basis. However, PFPC has
notified the Fund that it intends to waive one-half of its minimum annual fee
during the initial fiscal period of the Advisor Class.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

-7-

<PAGE>

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor") a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc. ("Warburg"), with a
principal business address at 466 Lexington Avenue, New York, New York, acts as
distributor for the Shares pursuant to a distribution agreement (the
"Distribution Agreement") with RBB on behalf of the Shares.

EXPENSES

The expenses of the Fund are deducted from its total income before
dividends are paid. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios. The Advisor Class of the Fund pays its own
distribution fees, and may pay a different share than the other classes of the
Fund of other expenses (excluding advisory and custodial fees) if those expenses
are actually incurred in a different amount by the Advisor Class or if it
receives different services.

The Adviser may assume expenses of the Fund from time to time. In
certain circumstances, it may assume such expenses on the condition that it is
reimbursed by the Fund for such amounts prior to the end of a fiscal year. In
such event, the reimbursement of such amounts will have the effect of lowering
the Fund's overall expense ratio and increasing its yield to investors.

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

The Board of Directors of RBB has approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee with respect to the Shares, which is accrued
daily and paid monthly, of up to 0.75% on an annualized basis of the average
daily net assets of the Shares. The actual amount of such compensation under the
Plan is agreed upon by RBB's Board of Directors and by the Distributor. Under
the Distribution Contract, the Distributor has agreed to accept compensation for
its services thereunder and under the Plan in the amount of 0.50% of the average
daily net assets of the Fund on an annualized basis in any year. Such
compensation may be increased, up to the amount permitted in the Plan with the
approval of RBB's Board of Directors. The Distributor may, in its discretion,
from time to time waive voluntarily all or any portion of its distribution fee.

-8-

<PAGE>

Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of the Shares,
(ii) ongoing servicing and/or maintenance of the accounts of Shareholders, and
(iii) sub-transfer agency services, subaccounting services or administrative
services related to the sale of the Shares, all as set forth in the Plan. The
Distributor may delegate some or all of these functions to an Intermediary, as
defined below. See "Shareholder Servicing."

The Adviser, the Distributor or either of their affiliates may, at
their own expense, provide promotional incentives for qualified recipients who
support the sale of Shares, consisting of securities dealers who have sold
Shares or others, including banks and other financial institutions, under
special arrangements. Incentives may include opportunities to attend business
meetings, conferences, sales or training programs for recipients, employees or
clients and other programs or events and may also include opportunities to
participate in advertising or sales campaigns and/or shareholder services and
programs regarding one or more Boston Partners Funds. Travel, meals and lodging
may also be paid in connection with these promotional activities. In some
instances, these incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or expected sale of
significant amounts of Shares.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

GENERAL

Advisor Shares are available for investment through investment
professionals such as broker-dealers, financial planners and other financial
intermediaries ("Intermediaries"). The Fund reserves the right to make Advisor
Shares available to other investors in the future.

Shares representing interests in the Fund are offered continuously for
sale by the Distributor and may be purchased through an Intermediary without
imposition of a sales charge. Shares may be purchased initially by completing
the application included in this Prospectus and forwarding the application
through an Intermediary to the Fund's transfer agent, PFPC. Purchases of Shares
may be effected through an Intermediary or by wire to an account to be specified
by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston

-9-

<PAGE>

Partners Large Cap Value Fund," c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. The name of the Fund, Boston Partners Large Cap Value Fund,
must also appear on the check or Federal Reserve Draft. Federal Reserve Drafts
are available at national banks or any state bank which is a member of the
Federal Reserve System. Initial investments in the Fund must be at least $10,000
and subsequent investments must be at least $500. The Fund reserves the right to
suspend the offering of Shares for a period of time or to reject any purchase
order.

Shares may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange, Inc. (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday.

Shareholders whose shares are held in the street name account of an
Intermediary and who desire to transfer such shares to the street name account
of another Intermediary should contact their current Intermediary.

Shareholders may not purchase shares of the Boston Partners Large Cap
Value Fund with a check issued by a third party and endorsed over to the Fund.
Checks for investment must be made payable to Boston Partners Large Cap Value
Fund.

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 PFPC. An
investor's bank or broker may impose a charge for this service. The Fund does
not currently impose a service charge for effecting wire transfers but reserves
the right to do so in the future. 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 (888) 261-4073,
and provide PFPC with your name, address,

-10-

<PAGE>

telephone number, Social Security or Tax Identification Number, the Fund
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 PFPC prior to wiring funds.

B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:

PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investors account number with
the Fund)
FOR PURCHASE OF: Boston Partners Large Cap Value
Fund
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.

AUTOMATIC INVESTING

RETIREMENT PLANS

Shares may be purchased in conjunction with individual retirement
accounts ("IRAs") and rollover IRAs where PNC Bank acts as custodian. For
further information as to applications and annual fees, contact PFPC at (888)
261-4073. To determine whether the benefits of an IRA are available and/or
appropriate, a shareholder should consult with a tax adviser.

-11-

<PAGE>

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

REDEMPTION BY MAIL

Shareholders may redeem for cash some or all of their Shares of the
Fund at any time. To do so, a written request in proper form must be sent
directly to Boston Partners Large Cap Value Fund, c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899- 8852. There is no charge for a redemption.
Shareholders may also place redemption requests through an Intermediary, but
such Intermediary might charge a fee for this service.

SYSTEMATIC WITHDRAWAL PLAN

If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan and receive regular periodic payments. A request to
establish a Systematic Withdrawal Plan must be submitted in writing to PFPC at
P.O. Box 8852, Wilmington, Delaware 19899-8852. Each withdrawal redemption will
be processed about the 25th of the month and mailed as soon as possible
thereafter. There are no service charges for maintenance; the minimum amount
that you may withdraw each period is $100. (This is merely the minimum amount
allowed and should not be mistaken for a recommended amount.) The holder of a
Systematic Withdrawal Plan will have any income dividends and any capital gains
distributions reinvested in full and fractional shares at net asset value. To
provide funds for payment, Shares will be redeemed in such amount as is
necessary at the redemption price, which is net asset value next determined
after the Fund's receipt of a redemption request. Redemption of Shares may
reduce or possibly exhaust the Shares in your account, particularly in the event
of a market decline. As with other redemptions, a

-12-

<PAGE>

redemption to make a withdrawal payment is a sale for federal income tax
purposes. Payments made pursuant to a Systematic Withdrawal Plan cannot be
considered as actual yield or income since part of such payments may be a return
of capital.

You will ordinarily not be allowed to make additional investments of
less than the aggregate annual withdrawals under the Systematic Withdrawal Plan
during the time you have the plan in effect and, while a Systematic Withdrawal
Plan is in effect, you may not make periodic investments under Automatic
Investing. You will receive a confirmation of each transaction showing the
sources of the payment and the share and cash balance remaining in your plan.
The plan may be terminated on written notice by the shareholder or by the Fund
and will terminate automatically if all Shares are liquidated or withdrawn from
the account or upon the death or incapacity of the shareholder. You may change
the amount and schedule of withdrawal payments or suspend such payments by
giving written notice to the Fund's transfer agent at least seven Business Days
prior to the end of the month preceding a scheduled payment.

INVOLUNTARY REDEMPTION

The Fund reserves the right to redeem a shareholder's account at any
time the net asset value of the account falls below $500 as the result of a
redemption request. Shareholders will be notified in writing that the value of
their account is less than $500 and will be allowed 30 days to make additional
investments before the redemption is processed.

PAYMENT OF REDEMPTION PROCEEDS

In all cases, the redemption price is the net asset value per share
next determined after the request for redemption is received in proper form by
the Fund or its agents. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund or its agents of the request and
any other necessary documents in proper order. Such payment may be postponed or
the right of redemption suspended as permitted by the 1940 Act. If the Shares to
be redeemed have been recently purchased by check, the Fund's transfer agent may
delay mailing a redemption check, which may be a period of up to 15 days,
pending a determination that the check has cleared. The Fund has elected to be
governed by Rule 18f-1 under the 1940 Act so that a portfolio is obligated to
redeem its shares solely in cash up to the lesser of $250,000 or 1% of its net
asset value during any 90-day period for any one shareholder of a portfolio.

TELEPHONE TRANSACTIONS

In order to request a redemption by telephone, a shareholder must have
completed and returned an account application

-13-

<PAGE>

containing the appropriate telephone election. To add a telephone option to an
existing account that previously did not provide for this option, a Telephone
Authorization Form must be filed with PFPC. This form is available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to request the redemption by calling (888) 261-4073. Neither RBB, the
Fund, the Distributor, the Administrator nor any Fund agent will be liable for
any loss, liability, cost or expense for following RBB's telephone transaction
procedures described below or for following instructions communicated by
telephone that they reasonably believe to be genuine.

RBB's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2)
requiring the caller to provide the names of the account owners, the account
social security number and name of the Fund, all of which must match RBB's
records; (3) requiring RBB's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(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 owners of
record at the bank account of record; (5) sending a written confirmation 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 shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners and other industry professionals, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under a power of attorney.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset values for each class of a fund are calculated by adding
the value of the proportionate interest of the class in a fund's securities,
cash and other assets, deducting the actual and accrued liabilities of the class
and dividing by the result of outstanding Shares of the class. The net asset
values of each class are calculated independently from each other class. The net
asset values are calculated as of 4:00 p.m. Eastern Time on each Business Day.

Valuation of securities held by the Fund is as follows: securities
traded on a national securities exchange or on the NASDAQ National Market System
are valued at the last reported
-14-

<PAGE>

sale price that day; securities traded on a national securities exchange or on
the NASDAQ National Market System for which there were no sales on that day and
securities traded on other over-the-counter markets for which market quotations
are readily available are valued at the mean of the bid and asked prices; and
securities for which market quotations are not readily available are valued at
fair market value as determined in good faith by or under the direction of RBB's
Board of Directors. The amortized cost method of valuation may also be used with
respect to debt obligations with sixty days or less remaining to maturity.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.

TAXES
- --------------------------------------------------------------------------------

-15-

<PAGE>

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of the Fund,
and out of the portion of such net capital gain that constitutes mid-term
capital gain, will be taxed to shareholders as long-term capital gain or
mid-term capital gain, as the case may be, 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 bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.

Investors should be careful to consider the tax implications of buying
Shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing shares just prior to a distribution will nevertheless be taxed on the
entire amount of the distribution received.

Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will generally recognize capital
gain or loss for federal income tax purposes.

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.

SHAREHOLDER SERVICING
- --------------------------------------------------------------------------------

The Fund is authorized to offer Advisor Shares to Intermediaries whose
clients or customers (collectively, "Customers") are beneficial owners of
Advisor Shares. Those Intermediaries may enter into service agreements
("Agreements") related to the sale of the Advisor Shares with the Distributor
pursuant to the Distribution Plan. Pursuant to the terms of an Agreement, the
Intermediary agrees to perform certain distribution, shareholder servicing,
administrative and accounting services for its Customers. Distribution services
would be marketing or other services in connection with the promotion and sale
of Advisor Shares. Shareholder services that may be

-16-

<PAGE>

provided include responding to Customer inquiries, providing information on
Customer investments and providing other shareholder liaison services.
Administrative and accounting services related to the sale of the Advisor Shares
may include (i) aggregating and processing purchase and redemption requests from
Customers and placing net purchase and redemption orders with the Fund's
transfer agent, (ii) processing dividend payments from the Fund on behalf of
Customers and (iii) providing sub- accounting relating to the sale of Advisor
Shares beneficially owned by Customers or the information to the Fund necessary
for subaccounting. Pursuant to the Rule 12b-1 Plan for the Advisor Shares, the
Distributor may pay each participating Intermediary a negotiated fee on an
annual basis not to exceed .75% of the value of the average daily net assets of
its Customers invested in the Advisor Shares. The Fund may, in the future, enter
into additional Agreements with Intermediaries. The Board of Directors of RBB
will evaluate the appropriateness of the Plan on a continuing basis.

MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------

The Fund offers two other classes of shares which are offered directly
to individual investors, Investor Shares and Institutional Shares, pursuant to
separate prospectuses. Shares of each class represent equal pro rata interests
in the Fund and accrue dividends and calculate net asset value and performance
quotations in the same manner. The Fund quotes performance of the Investor and
Institutional Shares separately from Advisor Shares. Because of different
expenses paid by the Advisor Shares, the total return on such shares can be
expected, at any time, to be different than the total return on Investor and
Institutional Shares. Information concerning these other classes may be obtained
by calling the Fund at (800) 311-9783, or 9829.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO BOSTON PARTNERS LARGE CAP VALUE FUND AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO BOSTON PARTNERS LARGE CAP VALUE FUND.

Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund

-17-

<PAGE>

with each other share that represents an interest in the Fund, even where a
share has a different 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 will be fully paid and non-assessable.

RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.

As of November 15, 1997, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

OTHER INFORMATION
- --------------------------------------------------------------------------------

REPORTS AND INQUIRIES

-18-

<PAGE>

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing shares in the Fund are not normally issued.

HISTORICAL PERFORMANCE INFORMATION

The table below presents the Composite performance history of certain
of the Adviser's managed accounts on an annualized basis for the period ended
August 31, 1997. The Composite is comprised of the Adviser's institutional
accounts and other privately managed accounts with investment objectives,
policies and strategies substantially similar to those of the Fund, although the
accounts have longer operating histories than the Advisor Class of the Fund,
which had not offered shares to the public as of August 31, 1997. The Composite
performance information includes the reinvestment of dividends received in the
underlying securities and reflects investment advisory fees. The privately
managed accounts in the Composite are only available to the Adviser's
institutional advisory clients. The past performance of the funds and accounts
which comprise the Composite is not indicative of the future performance of the
Advisor Class of the Fund. These accounts have lower investment advisory fees
than the Advisor Class of the Fund, and the Composite performance would have
been lower if subject to the higher fees and expenses incurred by the Advisor
Class of the Fund. These private accounts are also not subject to the same
investment limitations, diversification requirements and other restrictions
which are imposed upon mutual funds under the 1940 Act, and the Internal Revenue
Code, which, if imposed, may have adversely affected the performance results of
the Composite. Listed below the performance history for the Composite is a
comparative index comprised of securities similar to those in which accounts
contained in the Composite are invested.

Annualized investment returns for the period ended August 31, 1997

Since
ONE YEAR INCEPTION
-------- ---------
Composite Performance.................. 46.9% 33.5%*
S&P 500 Stock Index.................... 40.7% 28.9%

* The Adviser commenced managing these accounts on June 1, 1995.

The S&P 500 Stock Index is an unmanaged index of 500 selected common stocks,
most of which are listed on the NYSE.

-19-

<PAGE>

FUTURE PERFORMANCE INFORMATION

From time to time, the Fund may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods have
not yet elapsed, shorter periods corresponding to the life of the Fund. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Fund may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately the Fund's
performance with other measures of investment return. For example, the Fund's
total return may be compared with data published by Lipper Analytical Services,
Inc., CD Investment Technologies, Inc. or Weisenberger Investment Company
Service, or with the performance of the Standard & Poor's 500 Stock Index or the
Dow Jones industrial Average. Performance information may also include
evaluation of the Fund by nationally recognized ranking services and information
as reported in financial publications such as BUSINESS WEEK, FORTUNE,
INSTITUTIONAL INVESTOR, MONEY MAGAZINE, FORBES, BARRON'S, THE WALL STREET
JOURNAL, THE NEW YORK TIMES, or other national, regional or local publications.
All advertisements containing performance data will include a legend disclosing
that such performance data represents past performance and that the investment
return and principal value of an investment will fluctuate so that an investor's
Shares, when redeemed, may be worth more or less than their original cost.

-20-

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS OR IN RBB'S STATEMENT OF ADDITIONAL
INFORMATION INCORPORATED HEREIN BY REFERENCE, IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
___________________ PROSPECTUS

DECEMBER 1, 1997

TABLE OF CONTENTS

PAGE
----
INTRODUCTION...................................... 2
INVESTMENT OBJECTIVES AND POLICIES................ 3
INVESTMENT LIMITATIONS............................ 5
RISK FACTORS...................................... 6
MANAGEMENT........................................ 6 BOSTON PARTNERS
DISTRIBUTION OF SHARES............................ 8 LARGE CAP
HOW TO PURCHASE SHARES............................ 9 VALUE FUND
HOW TO REDEEM SHARES.............................. 12
NET ASSET VALUE................................... 14 (ADVISOR SHARES)
DIVIDENDS AND DISTRIBUTIONS....................... 15
TAXES ......................................... 15
SHAREHOLDER SERVICING............................. 16
MULTI-CLASS STRUCTURE............................. 17
DESCRIPTION OF SHARES............................. 17
OTHER INFORMATION................................. 18

INVESTMENT ADVISOR
Boston Partners Asset Management, L.P.
Boston, Massachusetts

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

COUNSEL bp
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS BOSTON PARTNERS
Coopers & Lybrand L.L.P. ASSET MANAGEMENT, L.P.
Philadelphia, Pennsylvania ----------------------

<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
(ADVISOR CLASS)

ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account.
For an IRA application or help with this Application, please call 1-888-261-4073

1. ACCOUNT
REGISTRATION: (Please check the appropriate box(es) below.)

[Checkbox] Individual [Checkbox] Joint Tenant [Checkbox] Other

-------------------------------------------------------------------------
NAME SOCIAL SECURITY NUMBER OR TAX ID# OF PRIMARY OWNER

-------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID#

For joint accounts, the account registrants will be joint tenants with right of
survivorship and not tenants in common unless tenants in common or community
property registrations are requested.

GIFT TO MINOR:

[Checkbox] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT

-------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)

-------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

-------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH

CORPORATION, PARTNERSHIP,
TRUST OR OTHER ENTITY:

-------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)

-------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

2. MAILING ADDRESS:

-------------------------------------------------------------------------
STREET OR P.O. BOX AND/OR APARTMENT NUMBER

-------------------------------------------------------------------------
CITY STATE ZIP CODE

-------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER

<PAGE>

3. INVESTMENT INFORMATION:

Minimum initial investment of $10,000. Amount of investment $__________

Make the check payable to Boston Partners Large Cap Value Fund.

Shareholders may not purchase shares of this Fund with a check issued by a third
party and endorsed over to the Fund.

DISTRIBUTION OPTIONS: NOTE:

Dividends and capital gains may be reinvested or paid by check. If no options
are selected below, both dividends and capital gains will be reinvested in
additional Fund shares.

DIVIDENDS[Checkbox] Pay by check [Checkbox] Reinvest [Checkbox] CAPITAL GAINS
[Checkbox] Pay by check [Checkbox] Reinvest [Checkbox]

SYSTEMATIC WITHDRAWAL PLAN:

To select this portion please fill out the information below:

Amount ______________ Start-up Month _________________________________

Frequency Options: Annually [Checkbox] Monthly [Checkbox] Quarterly [Checkbox]

- - A minimum account value of $10,000 in a single account is required to
establish a Systematic Withdrawal Plan
- - Payments will be made on or near the 25th of the month
Please check one of the
following options: _______Please mail checks to Address of
Record (Named in Section 2)

_______Please electronically credit my Bank
of Record (Named in Section 5)

4. TELEPHONE REDEMPTION:

To use this option, you must initial the appropriate line below.
I authorize the Transfer Agent to accept instructions from any persons to redeem
shares in my account(s) by telephone in accordance with the procedures and
conditions set forth in the Fund's current prospectus.

________________________ _______________________ Redeem shares, and send the
proceeds
individual initial joint initial to the address of record.

5. AUTOMATIC INVESTMENT PLAN:

The Automatic Investment Plan which is available to shareholders of the Fund,
makes possible regularly scheduled purchases of Fund shares to allow dollar-cost
averaging. The Fund's Transfer Agent can arrange for an amount of money selected
by you to be deducted from your checking account and used to purchase shares of
the Fund.

Please debit $__________ from my checking account (named below) on or about
the 20th of the month.

PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.

[Checkbox] Monthly [Checkbox] Every Alternate Month
[Checkbox] Quarterly [Checkbox] Other

BANK RECORD:
--------------------------------------------------------------
BANK NAME STREET ADDRESS OR P.O. BOX

--------------------------------------------------------------
CITY STATE ZIP CODE

----------------------- -----------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

<PAGE>

6. SIGNATURES:

The undersigned warrants that I (we) have full authority and, if a natural
person, I (we) am (are) of legal age to purchase shares pursuant to this Account
Application, and I (we) have received a current prospectus for the Fund in which
I (we) am (are) investing.

Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required
to have the following certification: Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct identification number (or I
am waiting for a number to be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt
from backup withholding or (b) I have not been notified by the Internal
Revenue Service that I am subject to 31% backup withholding as a result
of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.

NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS
THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU HAVE FAILED TO
REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN. THE INTERNAL REVENUE
SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATION REQUIRED TO AUDIT BACKUP WITHHOLDING.

- --------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

- --------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

- --------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE

- --------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

(If you are signing for a corporation, you must indicated corporate office or
title. If you wish additional signatories on the account, please include a
corporate resolution. If signing as a fiduciary, you must indicate capacity.)

For information on additional options, such as IRA Applications, rollover
requests for qualified retirement plans, or for wire instructions, please call
us at 1-888-261-4073.

MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO:
THE BOSTON PARTNERS LARGE CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852

<PAGE>
BOSTON PARTNERS MID CAP VALUE FUND
(INSTITUTIONAL SHARES)
OF
THE RBB FUND, INC.

Boston Partners Mid Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of the Institutional Class ("Shares") offered by this
Prospectus represent interests in the Fund. The Fund is a diversified fund that
seeks long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks. It seeks to achieve
its objectives by investing at least 65% of its total assets in a diversified
portfolio consisting of equity securities of issuers with a market
capitalization of primarily between $200 million and $4 billion, and identified
by Boston Partners Asset Management, L.P. (the "Adviser") as equity securities
that possess value characteristics. The Adviser examines various factors in
determining the value characteristics of such issuers, including, but not
limited to, price to book value ratios and price to earnings ratios. These value
characteristics are examined in the context of the issuer's operating and
financial fundamentals such as return on equity, earnings growth and cash flow.

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

PROSPECTUS DECEMBER 1, 1997

<PAGE>

EXPENSE TABLE

The following table illustrates annual operating expenses incurred by
Institutional Shares of the Fund (after fee waivers and expense reimbursements)
for the period ended August 31, 1997, as a percentage of average daily net
assets. An example based on the summary is also shown.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees (after waivers)*.........................0.00%
12b-1 Fees (after waivers)*..............................0.04%
Other Expenses...........................................0.96%
Total Fund Operating Expenses (after waivers and
expense reimbursements)*........................1.00%
=====
* In the absence of fee waivers and expense reimbursements, Management
Fees would be 0.80%; Other Expenses would be 11.32%; 12b-1 Fees would
be 0.15% and Total Fund Operating Expenses would be 12.37%. Management
Fees and 12b-1 Fees are each based on average daily net assets and are
calculated daily and paid monthly.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
Boston Partners Mid Cap Value Fund $10 $32 $55 $122

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" and "Distribution of Shares" below.) The Fee Table reflects
expense reimbursements and voluntary waivers of Management Fees and 12b-1 fees
for the Fund, which are expected to be in effect during the current fiscal year.
However, the Adviser, the Distributor and the Fund's other service providers are
under no obligation with respect to such expense reimbursements and waivers and
there can be no assurance that any future expense reimbursements and waivers of
Management Fees or 12b-1 Fees will not vary from the figures reflected in the
Fee Table.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses" remain the same in the years

-2-

<PAGE>

shown. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The "Financial Highlights" presented below set forth certain investment
results for shares of the Institutional Class of the Fund for the period
indicated. Shares of the Institutional Class were first issued on June 2, 1997.
The financial data included in this table should be read in conjunction with the
financial statements and notes thereto and the unqualified report of the
independent accountants thereon, which are incorporated by reference into the
Statement of Additional Information. Further information about the performance
of the Institutional Class of the Fund is available in the Annual Report to
Shareholders. Both the Statement of Additional Information and the Annual Report
to Shareholders may be obtained from the Fund free of charge by calling the
telephone number on page 1 of the prospectus.

-3-

<PAGE>

BOSTON PARTNERS MID CAP VALUE FUND
(FOR AN INSTITUTIONAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

For the Period
June 2, 1997*
through
AUGUST 31, 1997
---------------

PER SHARE OPERATING PERFORMANCE**
NET ASSET VALUE, BEGINNING OF PERIOD..................... $ 10.00
------

Net investment income (1)................................ .01
Net realized and unrealized gain on
investments(2)........................................... 1.00
-----

Net increase in net assets resulting
from operations.......................................... 1.01

NET ASSET VALUE, END OF PERIOD........................... $ 11.01
=======

Total investment return(3)............................... 10.10%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000).......................... $3,750

Ratio of expenses to average net
assets***(1)(4)........................................ 1.00%
Ratio of net investment income to
average net assets***(1)............................... 1.08%
PORTFOLIO TURNOVER RATE****.............................. 21.80%
Average commission rate per share(5)..................... $0.0348

- -----------------
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
period, except for dividends and distributions, if any, which are based
on actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the
period is not in accord with the change in the aggregate gains and
losses in investments during the period because of the timing of sales
and repurchases of Fund shares in relation to fluctuating net asset
value during the period.
(3) Total return is calculated assuming a purchase of shares on the first
day and a sale of shares on the last day of the period reported and
will include reinvestments of dividends and distributions, if any.
Total return is not annualized.

-4-

<PAGE>

(4) Without the waiver of advisory, administration and transfer agent fees
and without the reimbursement of certain operating expenses, the ratio
of expenses to average net assets annualized for the period ended
August 31, 1997 would have been 12.37% for the Institutional Class.

(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

INTRODUCTION
- --------------------------------------------------------------------------------

RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-two separate investment portfolios. The Shares offered by this Prospectus
represents an interest in the Boston Partners Mid Cap Value Fund. RBB was
incorporated in Maryland on February 29, 1988.

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is to provide long-term growth of
capital with current income as a secondary objective. The Fund seeks to achieve
its objective by investing, under normal market conditions, at least 65% of its
total assets in a diversified portfolio consisting primarily of equity
securities such as common stocks of issuers with a market capitalization of
between $200 million and $4 billion and identified by the Adviser as equity
securities that possess value characteristics.

The Adviser selects securities for the Fund based on a continuous study
of trends in industries and companies, earning power and growth and other
investment criteria. In general, the Fund's investments are broadly diversified
over a number of industries and, as a matter of policy, the Fund will not invest
25% or more of its total assets in any one industry.

-5-

<PAGE>

Fund as measured in U.S. dollars may therefore be affected favorably or
unfavorably by changes in exchange rates. There may be less publicly available
information concerning foreign issuers than is available with respect to U.S.
issuers. Foreign securities may not be registered with the U.S. Securities and
Exchange Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies--Foreign
Securities" in the Statement of Additional Information.

The Fund may invest the remainder of its total assets in equity
securities of issuers with lower or higher capitalizations; derivative
securities; debt securities issued by U.S. banks, corporations and other
business organizations that are investment grade securities; and debt securities
issued by the U.S. government or government agencies.

In accordance with the above-mentioned policies, the Fund may also
invest in indexed securities, repurchase agreements, reverse repurchase
agreements, dollar rolls, financial futures contracts, options on futures
contracts and may lend portfolio securities. See "Investment Objectives and
Policies" in the Statement of Additional Information.

The Fund may invest in registered investment companies and investment
funds in foreign countries subject to the provisions of the Investment Company
Act of 1940, as amended (the "1940 Act"), and as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. If the Fund
invests in such investment companies, the Fund will bear its proportionate share
of the costs incurred by such companies, including investment advisory fees.

While the Adviser intends to fully invest the Fund's assets at all
times in accordance with the above-mentioned policies, the Fund reserves the
right to hold up to 100% of its assets, as a temporary defensive measure, in
cash and eligible U.S. dollar-denominated money market instruments. The Adviser
would determine when market conditions warrant temporary defensive measures.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Fund may not change the following investment limitations without
shareholder approval. (A complete list of the investment

-6-

<PAGE>

limitations that cannot be changed without such a vote of the shareholders is
contained in the Statement of Additional Information under "Investment
Objectives and Policies.")

The Fund may not:

1. Purchase the securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase more
than 5% of the value of the Fund's 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 Fund, except that up to 25% of the value of
the Fund's total assets may be invested without regard to such limitations.

2. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of the Fund to be invested in the
obligations of issuers in any single industry, provided that there is no
limitation with respect to investments in U.S. Government obligations.

3. Borrow money or issue senior securities, except that the Fund may
borrow from banks and enter into reverse repurchase agreements and dollar rolls
for temporary purposes in amounts up to one-third of the value of its total
assets at the time of such borrowing; or mortgage, pledge or hypothecate any
assets, except in connection with any such borrowing and then in amounts not in
excess of one-third of the value of the Fund's total assets at the time of such
borrowing. The Fund will not purchase securities while its aggregate borrowings
(including reverse repurchase agreements, dollar rolls and borrowings from
banks) are in excess of 5% of its total assets. Securities held in escrow or
separate accounts in connection with the Fund's investment practices are not
considered to be borrowings or deemed to be pledged for purposes of this
limitation.

PORTFOLIO TURNOVER

The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will not exceed 50%.

RISK FACTORS
- --------------------------------------------------------------------------------

As with other mutual funds, there can be no assurance that the Fund
will achieve its objective. The net asset value per share of Shares representing
an interest in the Fund will fluctuate as the values of its portfolio securities
change in response to changing conditions in the equity market. An investment in
the Fund is not intended to constitute a balanced

-7-

<PAGE>

investment program. Other risk factors are discussed above under "Investment
Objectives and Policies" and in the Statement of Additional Information under
"Investment Objectives and Policies."

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.

INVESTMENT ADVISER

Subject to the supervision and direction of the Trust's Board of
Trustees, the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objective and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund. For its services to the Fund, the Adviser is paid a monthly advisory fee
computed at an annual rate of 0.80% of the Fund's average daily net assets. The
Adviser has notified RBB, however, that it intends to waive advisory fees in
excess of .70% during the current fiscal year.

PORTFOLIO MANAGEMENT

The day-to-day portfolio management of the Fund is the responsibility
of Wayne J. Archambo who is senior portfolio manager of the Adviser and a member
of the Adviser's Equity Strategy Committee. Mr. Archambo oversees the investment
activities of the Advisers' $300 million of mid-capitalization value and $900
million of small cap value institutional equity

-8-

<PAGE>

assets under management. Prior to joining the Adviser in April 1995, Mr.
Archambo was employed by The Boston Company Asset Management from 1989 through
April 1995 where he was a senior portfolio manager and a member of the firm's
Equity Policy Committee. Mr. Archambo has over 15 years of investment experience
and is a Chartered Financial Analyst.

ADMINISTRATOR

PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. For its
services, PFPC receives a fee calculated at an annual rate of .125% of the
Fund's average daily net assets, with a minimum annual fee of $75,000 payable
monthly on a pro rata basis. PFPC has notified the Fund that it intends to waive
one-half of its minimum annual fee during the current fiscal year.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor for the
Shares pursuant to a distribution agreement (the "Distribution Agreement") with
RBB on behalf of the Shares.

EXPENSES

The expenses of the Fund are deducted from its total income before
dividends are paid. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios. The Institutional Class of the Fund pays
its own distribution fees, and may pay a different share than the Investor Class
of other expenses (excluding advisory and custodial fees) if those expenses are
actually incurred in a different amount by the Institutional Class or if it
receives different services.

The Adviser may assume expenses of the Fund from time to time.
To the extent any service providers assume expenses of the

-9-

<PAGE>

Fund, such assumption of expenses will have the effect of lowering the Fund's
overall expense ratio and increasing its yield to investors.

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

The Board of Directors of RBB has approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee with respect to the Shares, which is accrued
daily and paid monthly, of up to 0.15% on an annualized basis of the average
daily net assets of the Shares. The actual amount of such compensation under the
Plan is agreed upon by RBB's Board of Directors and by the Distributor. Under
the Distribution Agreement, the Distributor has agreed to accept compensation
for its services thereunder and under the Plan in the amount of 0.04% on the
first $200 million of the average daily net assets of the Fund on an annualized
basis in any year and 0.05% thereafter. Such compensation may be increased up to
the amount permitted by the Plan with the approval of RBB's Board of Directors.
The Distributor may, in its discretion, from time to time waive voluntarily all
or any portion of its distribution fee.

Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of the Shares,
(ii) ongoing servicing and/or maintenance of the accounts of Shareholders, and
(iii) sub-transfer agency services, subaccounting services or administrative
services related to the sale of the Shares, all as set forth in the Fund's 12b-1
Plan. The Distributor may 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
expenses.

The Plan obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Shares the fee agreed to
under the Distribution Plan. Payments under the Plan are not tied exclusively to
expenses actually incurred by the Distributor, and the payments may exceed
distribution expenses actually incurred.

-10-

<PAGE>

sales campaigns and/or shareholder services and programs regarding one or more
Boston Partners Funds. Travel, meals and lodging may also be paid in connection
with these promotional activities. In some instances, these incentives may be
offered only to certain institutions whose representatives provide services in
connection with the sale or expected sale of significant amounts of Shares.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

GENERAL

Shares representing an interest in the Fund are offered continuously
for sale by the Distributor. Shares may be purchased initially by completing the
application included in this Prospectus and forwarding the application to the
Fund's transfer agent, PFPC. Purchases of Shares may be effected by wire to an
account to be specified by PFPC or by mailing a check or Federal Reserve Draft,
payable to the order of "The Boston Partners Mid Cap Value Fund," c/o PFPC Inc.,
P.O. Box 8852, Wilmington, Delaware 19899-8852. The name of the Fund, Boston
Partners Mid Cap Value Fund, must also appear on the check or Federal Reserve
Draft. Shareholders may not purchase shares of the Boston Partners Mid Cap Value
Fund with a check issued by a third party and endorsed over to the Fund. Federal
Reserve Drafts are available at national banks or any state bank which is a
member of the Federal Reserve System. Initial investments in the Fund must be at
least $100,000 and subsequent investments must be at least $5,000. For purposes
of meeting the minimum initial purchase, clients which are part of endowments,
foundation or other related groups may be aggregated. The Fund reserves the
right to suspend the offering of Shares for a period of time or to reject any
purchase order.

Shares may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange, Inc. (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday.

The price paid for Shares purchased is based on the net asset value
next computed after a purchase order is received in good order by the Fund or
its agents. Orders received by the Fund or its agents prior to the close of the
NYSE (generally 4:00 p.m. Eastern Time) are priced at that Business Day's net
asset value. Orders received by the Fund or its agents after its close of the
NYSE are priced at the net asset value next determined on the following Business
Day. In those cases where an investor

-11-

<PAGE>

pays for Shares by check, the purchase will be effected at the net asset value
next determined after the Fund or its agents receives the order and the
completed application.

A. Telephone the Fund's transfer agent, PFPC, toll-free (888) 261-4073,
and provide PFPC with your name, address, telephone number, Social Security or
Tax Identification Number, the Fund 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 PFPC prior to wiring funds.

B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:

PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number
with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)

C. Fully complete and sign the application and mail it to the address
shown thereon. PFPC will not process purchases until it receives a fully
completed and signed application.

For subsequent investments, an investor should follow steps A and B
above.

AUTOMATIC INVESTING

Additional investments in Shares may be made automatically by
authorizing the Fund's transfer agent to withdraw funds from

-12-

<PAGE>

your bank account. Investors desiring to participate in the automatic investing
program should call the Fund's transfer agent, PFPC, at (888) 261-4073 to obtain
the appropriate forms.

HOW TO REDEEM AND EXCHANGE SHARES
- --------------------------------------------------------------------------------

REDEMPTION BY MAIL

Shareholders may redeem for cash some or all of their Shares of the
Fund at any time. To do so, a written request in proper form must be sent
directly to Boston Partners Mid Cap Value Fund, c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899-8852. There is no charge for a redemption.

INVOLUNTARY REDEMPTION

PAYMENT OF REDEMPTION PROCEEDS

-13-

<PAGE>

1940 Act. If the Shares to be redeemed have been recently purchased by check,
the Fund's transfer agent may delay mailing a redemption check, which may be a
period of up to 15 days, pending a determination that the check has cleared. The
Fund has elected to be governed by Rule 18f-1 under the 1940 Act so that a
portfolio is obligated to redeem its shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of a portfolio.

EXCHANGE PRIVILEGE

The exchange privilege is available to shareholders residing in any
state in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Institutional Shares of the Boston Partners
Large Cap Value Fund or Boston Partners Bond Fund up to three (3) times per
year. Such exchange will be effected at the net asset value of the exchanged
Fund and the net asset value of the Boston Partners Large Cap Value Fund or
Boston Partners Bond Fund next determined after PFPC's receipt of a request for
an exchange. An exchange of Shares will be treated as a sale for federal income
tax purposes. See "Taxes." A shareholder wishing to make an exchange may do so
by sending a written request to PFPC.

If the exchanging shareholder does not currently own Institutional
Shares of the Boston Partners Large Cap Value Fund or Boston Partners Bond Fund,
a new account will be established with the same registration, dividend and
capital gain options as the account from which shares are exchanged, unless
otherwise specified in writing by the shareholder with all signatures
guaranteed. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not part of these programs will not be accepted. The
exchange privilege may be modified or terminated at any time, or from time to
time, by RBB, upon 60 days' written notice to shareholders.

If an exchange is to a new account in the Boston Partners Large Cap
Value Fund or Boston Partners Bond Fund, the dollar value of Institutional
Shares acquired must equal or exceed that Fund's minimum for a new account; if
to an existing account, the dollar value must equal or exceed that Fund's
minimum for subsequent investments. If any amount remains in the Fund from which
the exchange is being made, such amount must not drop below the minimum account
value required by the Fund.

-14-

<PAGE>

EXCHANGE PRIVILEGE LIMITATIONS

Shareholders are entitled to three (3) exchange redemptions (at least
30 days apart) from the Fund during any twelve-month period. Notwithstanding
these limitations, the Fund reserves the right to reject any purchase request
(including exchange purchases from the Boston Partners Large Cap Value Fund and
Boston Partners Bond Fund) that is deemed to be disruptive to efficient
portfolio management.

TELEPHONE TRANSACTIONS

In order to request a telephone exchange or redemption, a shareholder
must have completed and returned an account application containing a telephone
election. To add a telephone option to an existing account that previously did
not provide for this option, a Telephone Authorization Form must be filed with
PFPC. This form is available from PFPC. Once this election has been made, the
shareholder may simply contact PFPC by telephone to request the exchange or
redemption by calling (888) 261-4073. Neither RBB, the Fund, the Distributor,
the Administrator nor any other Fund agent will be liable for any loss,
liability, cost or expense for following RBB's telephone transaction procedures
described below or for following instructions communicated by telephone that
they reasonably believe to be genuine.

RBB's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2)
requiring the caller to provide the names of the account owners, the account
social security number and name of the Fund, all of which must match RBB's
records; (3) requiring RBB's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(4) permitting exchanges only if the two account registrations are identical;
(5) 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 owners of
record at the bank account of record; (6) sending a written confirmation for
each telephone transaction to the owners of record at the address of record
within five (5) Business Days of the call; and (7) maintaining tapes of
telephone transactions for six months, if the fund elects to record shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners and other industry professionals, additional

-15-

<PAGE>

documentation or information regarding the scope of a caller's authority is
required. Finally, for telephone transactions in accounts held jointly,
additional information regarding other account holders is required. Telephone
transactions will not be permitted in connection with IRA or other retirement
plan accounts or by an attorney-in-fact under a power of attorney.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset values for each class of a fund are calculated by adding
the value of the proportionate interest of the class in a fund's cash,
securities and other assets, deducting actual and accrued liabilities of the
class and dividing the result by the number of outstanding shares of the class.
The net asset value of each class are calculated independently of each other
class. The net asset values are calculated as of the close of regular trading on
the NYSE, generally 4:00 p.m. Eastern Time on each Business Day.

Valuation of securities held by the Fund is as follows: securities
traded on a national securities exchange or on the NASDAQ National Market System
are valued at the last reported sale price that day; securities traded on a
national securities exchange or on the NASDAQ National Market System for which
there were no sales on that day and securities traded on other over-the-counter
markets for which market quotations are readily available are valued at the mean
of the bid and asked prices; and securities for which market quotations are not
readily available are valued at fair market value as determined in good faith by
or under the direction of the RBB's Board of Directors. The amortized cost
method of valuation may also be used with respect to debt obligations with sixty
days or less remaining to maturity.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.

The Fund will declare and pay dividends from net investment income
annually and pays them in the calendar year in which they

-16-

<PAGE>

are declared, generally in December. Net realized capital gains (including net
short-term capital gains), if any, will be distributed at least annually.

TAXES
- --------------------------------------------------------------------------------

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of the Fund,
and out of the portion of such net capital gain that constitutes mid-term
capital gain, will be taxed to shareholders as long-term capital gain or
mid-term capital gain, as the case may be, 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 bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.

-17-

<PAGE>

amount of the distribution received, although the distribution is, in effect, a
return of capital.

Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will generally recognize capital
gain or loss for federal income tax purposes.

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.

MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------

The Fund offers one other class of shares, Investor Shares, which are
offered directly to individual investors pursuant to a separate prospectus.
Shares of each class represent equal pro rata interests in the Fund and accrue
dividends and calculate net asset value and performance quotations in the same
manner. The Fund will quote performance of the Investor Shares separately from
Institutional Shares. Because of different expenses paid by the Institutional
Shares, the total return on such shares can be expected, at any time, to be
different than the total return on Investor Shares. Information concerning these
other classes may be obtained by calling the Fund at (800) 311-9783 or 9829.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO BOSTON PARTNERS MID CAP VALUE FUND AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO BOSTON PARTNERS MID CAP VALUE FUND.

-18-

<PAGE>

RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.

Holders of Shares of the Fund 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 RBB 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
Additional Information under "Additional Information Concerning Fund Shares" for
examples 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 November 15, 1997, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

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 Inc.,
the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (888) 261-4073.

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.

HISTORICAL PERFORMANCE INFORMATION

For the period from commencement of operations (June 2, 1997) through
August 31, 1997, the total return (not annualized) for the Institutional Class
of Shares of the Fund was as follows:

-19-

<PAGE>

Unannualized investment returns for the period ended
August 31, 1997

Since
INCEPTION
---------
Boston Partners Mid Cap Value Fund
(Institutional Shares)............................... 10.10%

The total return assumes the reinvestment of all dividends and capital
gains and reflects expense reimbursements and investment advisory fee and 12b-1
fee waivers in effect. Without these expense reimbursements and waivers, the
Fund's performance would have been lower. Of course, past performance is no
guarantee of future results. Investment return and principal value will
fluctuate, so that Shares, when redeemed, may be worth more or less than the
original cost. For more information on performance, see "Performance
Information" in the Statement of Additional Information.

The table below presents the Composite performance history of certain
of the Adviser's managed accounts on an annualized basis for the period ended
August 31, 1997. The Composite is comprised of the Adviser's institutional
accounts and other privately managed accounts with investment objectives,
policies and strategies substantially similar to those of the Fund, although the
accounts have longer operating histories than the Fund, which commenced
operations on June 2, 1997. The Composite performance information includes the
reinvestment of dividends received in the underlying securities and includes
payment of investment advisory fees. The privately managed accounts in the
Composite are only available to the Adviser's institutional advisory clients.
The past performance of the accounts which comprise the Composite is not
indicative of the future performance of the Fund. These accounts have lower
investment advisory fees than the Fund and the Composite performance figures
would have been lower if subject to the higher fees and expenses to be incurred
by the Fund. These private accounts are not subject to the same investment
limitations, diversification requirements and other restrictions which are
imposed upon mutual funds under the 1940 Act and the Internal Revenue Code,
which, if imposed, may have adversely affected the performance results of the
Composite. Listed below the performance history for the Composite is a
comparative index comprised of securities similar to those in which accounts
contained in the Composite are invested.

-20-

<PAGE>

Annualized investment returns for the period ended August 31, 1997

SINCE
ONE YEAR INCEPTION
-------- ---------

Composite Performance 51.0% 37.8%*
Russell 2500 Index 31.5% 25.9%

* The Adviser commenced managing these accounts on May 1, 1995.

The Russell 2500 Index represents the largest 3,000 companies domiciled in the
United States minus the largest 500 companies as determined by the market value
of such companies.

FUTURE PERFORMANCE INFORMATION

From time to time, the Fund may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods have
not yet elapsed, shorter periods corresponding to the life of the Fund. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Fund may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately the Fund's
performance with other measures of investment return. For example, the Fund's
total return may be compared with data published by Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company
Service, or with the performance of the Russell 2500 Index. Performance
information may also include evaluation of the Fund by nationally recognized
ranking services and information as reported in financial publications such as
BUSINESS WEEK, FORTUNE, INSTITUTIONAL INVESTOR, MONEY MAGAZINE, FORBES,
BARRON'S, THE WALL STREET JOURNAL, THE NEW YORK TIMES, or other national,
regional or local publications. All advertisements containing performance data
will include a legend disclosing that such performance data represents past
performance and that the investment return and principal value of an investment
will fluctuate so that an investor's Shares, when redeemed, may be worth more or
less than their original cost.

-21-

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

-22-

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT
OF ADDITIONAL INFORMATION INCORPORATED HEREIN BY PROSPECTUS
REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH DECEMBER 1, 1997
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB
OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.

TABLE OF CONTENTS
PAGE
----

FINANCIAL HIGHLIGHTS.......................... 3
INTRODUCTION.................................. 5
INVESTMENT OBJECTIVES AND POLICIES............ 5
INVESTMENT LIMITATIONS........................ 6
RISK FACTORS.................................. 7
MANAGEMENT.................................... 8
DISTRIBUTION OF SHARES........................ 10
HOW TO PURCHASE SHARES........................ 11 BOSTON PARTNERS
HOW TO REDEEM AND EXCHANGE MID CAP
SHARES............................... 13 VALUE FUND
NET ASSET VALUE............................... 16
DIVIDENDS AND DISTRIBUTIONS................... 16 (Institutional Shares)
TAXES ..................................... 17
MULTI-CLASS STRUCTURE......................... 18
DESCRIPTION OF SHARES......................... 18
OTHER INFORMATION............................. 19

INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

COUNSEL bp
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

<PAGE>

BOSTON PARTNERS MID CAP VALUE FUND bp
(INSTITUTIONAL CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------

ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application, please
call 1-888-261-4073

<S> <C>
- ---------------- (Please check the appropriate box(es) below.)
| 1 | [Checkbox] Individual [Checkbox] Joint Tenant [Checkbox] Other
| Account |
| Registration:| ----------------------------------------------------------------------------------------------------------------
- ---------------- Name SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER

----------------------------------------------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts,the account registrants will be joint tenants with right of survivorship and not tenants in
common unless tenants in common or community property registrations are requested.

- -------------- UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
GIFT TO MINOR:
- -------------- ----------------------------------------------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)

----------------------------------------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

----------------------------------------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH

- ------------------
CORPORATION,
PARTNERSHIP, TRUST
OR OTHER ENTITY:
- ------------------ ----------------------------------------------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)

----------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

- ---------------- ----------------------------------------------------------------------------------------------------------------
| 2 | STREET OR P.O. BOX AND/OR APARTMENT NUMBER
| Mailing |
| Address: | ----------------------------------------------------------------------------------------------------------------
- ---------------- CITY STATE ZIP CODE

----------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER

- ---------------- Minimum initial investment of $100,000 Amount of investment $____________
| 3 |
| Investment | Make the check payable to Boston Partners Mid Cap Value Fund.
| Information: |
- ---------------- Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over
to the Fund.

- ---------------- To use this option, you must initial the appropriate line below. I authorize the Transfer Agent to accept
| 4 | instructions from any persons to redeem or exchange shares in my account(s) by telephone in accordance with the
| Telephone | procedures and conditions set forth in the Fund's current prospectus.
| Redemption: |
- ----------------
-------------------------- --------------------------- Redeem shares, and send the proceeds to the
individual initial joint initial address of record.

-------------------------- --------------------------- Exchange shares for shares of The Boston
individual initial joint initial Partners Large Cap Value Fund or Boston
Partners Bond Fund.

</TABLE>

<PAGE>

<S> <C>
- ---------------- The Account Investment Plan which is available to shareholders of the Fund, makes possible regularly scheduled
| 5 | purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can arrange for an amount of
| Automatic | money selected by you to be deducted from your checking account and used to purchase shares of the Fund.
| Investment |
| Plan: |
- ----------------

Please debit $________ from my checking account (named below on or about the 20th of the month. Please attach an
unsigned, voided check.
Monthly Every Alternate Month Quarterly Other

- --------------- -----------------------------------------------------------------------------------------------------------------
BANK OF RECORD: BANK NAME STREET ADDRESS OR P.O. BOX
- ---------------
-----------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE

-----------------------------------------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

- ---------------- The undersigned warrants that I (we) have fully authority and, if a natural person, I (we) am (are) of legal age
| 6 | to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for the
| | Fund in which I (we) am (are) investing.
| Signatures: | Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
- ---------------- certification:
Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number tobe issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.

-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE

-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.

MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS MID CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852

</TABLE>

<PAGE>
BOSTON PARTNERS MID CAP VALUE FUND
(INVESTOR CLASS)
OF
THE RBB FUND, INC.

Boston Partners Mid Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of the Investor Class ("Shares") offered by this Prospectus
represent interests in the Fund. The Fund is a diversified fund that seeks
long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks. It seeks to achieve
its objectives by investing at least 65% of its total assets in a diversified
portfolio consisting of equity securities of issuers with a market
capitalization of primarily between $200 million and $4 billion, and identified
by Boston Partners Asset Management, L.P. (the "Adviser") as equity securities
that possess value characteristics. The Adviser examines various factors in
determining the value characteristics of such issuers, including but not limited
to, price to book value ratios and price to earnings ratios. These value
characteristics are examined in the context of the issuer's operating and
financial fundamentals such as return on equity, earnings growth and cash flow.

This Prospectus contains information that a prospective investor needs
to know before investing. Please keep it for future reference. A Statement of
Additional Information, dated December 1, 1997, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311- 9783 or 9829. The Prospectus and the Statement of Additional Information
are available for reference, along with other related material on the SEC
Internet Web Site (http://www.sec.gov).

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

PROSPECTUS December 1, 1997

<PAGE>

EXPENSE TABLE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees (after waivers)*......................... 0.00%
12b-1 Fees (after waivers)*.............................. 0.10%
Other Expenses........................................... 1.00%
-----
Total Fund Operating Expenses (after waivers
and expense reimbursements)*........................... 1.10%
=====

* In the absence of fee waivers and expense reimbursements, Management
Fees would be 0.80%; 12-b Fees would be 0.25%; Other Expenses would
be 11.42%; and Total Fund Operating Expenses would be 12.62%.
Management Fees and 12b-1 Fees are each based on average daily net
assets and are calculated daily and paid monthly.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
Boston Partners Mid Cap Value Fund $11 $35 $61 $134

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" and "Distribution of Shares" below.) The Fee Table reflects
expense reimbursements and a voluntary waiver of Management Fees for the Fund,
which are expected to be in effect during the current fiscal year. However, the
Adviser and the Fund's service providers are under no obligation with respect to
such fee waivers and expense reimbursements and there can be no assurance that
any future expense reimbursements and waivers of Management Fees will not vary
from the figures reflected in the Fee Table.

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The "Financial Highlights" presented below set forth certain investment
results for shares of the Investor Class of the Fund for the period indicated.
Shares of the Investor Class were first issued on June 2, 1997. The financial
data included in this table should be read in conjunction with the financial
statements and notes thereto and the unqualified report of the independent
accountants thereon, which are incorporated by reference into the

-2-

<PAGE>

Statement of Additional Information. Further information about the performance
of the Investor Class of the Fund is available in the Annual Report to
Shareholders. Both the Statement of Additional Information and the Annual Report
to Shareholders may be obtained from the Fund free of charge by calling the
telephone number on page 1 of the prospectus.

BOSTON PARTNERS MID CAP VALUE FUND
(FOR AN INVESTOR SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

For the Period June
2, 1997* through
August 31, 1997
---------------
INVESTOR CLASS
--------------

PER SHARE OPERATING PERFORMANCE** $ 10.00
------
NET ASSET VALUE, BEGINNING OF PERIOD..................

Net investment income (1)............................. .01
Net realized and unrealized gain on
investments(2)........................................ 1.00
-----

Net increase in net assets resulting
from operations....................................... 1.01

NET ASSET VALUE, END OF PERIOD........................ $ 11.01
======

Total investment return(3)............................ 10.10%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000)....................... $598

Ratio of expenses to average net
assets***(1)(4)..................................... 1.10%
Ratio of net investment income to
average net assets***(1)............................ .61%
PORTFOLIO TURNOVER RATE****........................... 21.80%
Average commission rate per share(5).................. $0.0348

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

-3-

<PAGE>

of sales and repurchases of Fund shares in relation to fluctuating net
asset value during the period.
(3) Total return is calculated assuming a purchase of shares on the first
day and a sale of shares on the last day of the period reported and
will include reinvestments of dividends and distributions, if any.
Total return is not annualized.

(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

INTRODUCTION
- --------------------------------------------------------------------------------

RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-two separate investment portfolios. The Shares offered by this Prospectus
represents an interest in the Boston Partners Mid Cap Value Fund. RBB was
incorporated in Maryland on February 29, 1988.

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objectives are to provide long-term growth of
capital with current income as a secondary objective. The Fund seeks to achieve
its objectives by investing, under normal market conditions, at least 65% of its
total assets in a diversified portfolio consisting primarily of equity
securities such as common stocks of issuers with a market capitalization of
between $200 million and $4 billion, and identified by the Adviser as equity
securities that possess value characteristics.

-4-

<PAGE>

from time to time various foreign currencies pending their investment in foreign
securities or their conversion into U.S. dollars. The value of the assets of the
Fund as measured in U.S. dollars may therefore be affected favorably or
unfavorably by changes in exchange rates. There may be less publicly available
information concerning foreign issuers than is available with respect to U.S.
issuers. Foreign securities may not be registered with the U.S. Securities and
Exchange Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies--Foreign
Securities" in the Statement of Additional Information.

The Fund's investment objectives and the policies described above may
be changed by the RBB's Board of Directors without the affirmative vote of the
holders of a majority of the outstanding Shares representing interests in the
Fund.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

-5-

<PAGE>

The Fund may not:

1. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities, if immediately after and as a result of such
purchase more than 5% of the value of the Fund's 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
Fund, except that up to 25% of the value of the Fund's total assets may
be invested without regard to such limitations.

2. Purchase any securities which would cause, at the time of
purchase, more than 25% of the value of the total assets of the Fund to
be invested in the obligations of issuers in any single industry,
provided that there is no limitation with respect to investments in
U.S. Government obligations.

PORTFOLIO TURNOVER

The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will not exceed 50%.

RISK FACTORS
- --------------------------------------------------------------------------------

Investment methods described in this Prospectus are among those which
the Fund has the power to utilize. Some may be employed on a regular basis;
others may not be used at all.

-6-

<PAGE>

Accordingly, reference to any particular method or technique carries no
implication that it will be utilized or, if it is, that it will be successful.

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.

INVESTMENT ADVISER

Boston Partners Asset Management, L.P., located at One Financial
Center, 43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of September 30, 1997, in excess of
$12.5 billion. Boston Partners' general partner is Boston Partners, Inc., a
company that acts as a general partner for investment advisers organized as
limited partnerships.

Subject to the supervision and direction of RBB's Board of Directors,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objectives and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund. For its services to the Fund, the Adviser is paid a monthly advisory fee
computed at an annual rate of 0.80% of the Fund's average daily net assets. The
Adviser has notified RBB, however, that it intends to waive advisory fees in
excess of 0.70% of the Fund's average daily net assets during the current fiscal
year.

PORTFOLIO MANAGEMENT

The day-to-day portfolio management of the Fund is the responsibility
of Wayne J. Archambo who is a senior portfolio manager of the Adviser and a
member of the Adviser's Equity Strategy Committee. Mr. Archambo oversees the
investment activities of the Adviser's $300 million of mid-capitalizations value
and $900 million of small cap value institutional equity assets under
management. Prior to joining the Adviser in April 1995, Mr. Archambro was
employed by The Boston Company Asset Management from 1989 through April 1995
where he was a senior portfolio manager and a member of the Firm's Equity Policy
Committee. Mr. Archambro has over 15 years of investment experience and is a
Chartered Financial Analyst.

ADMINISTRATOR

-7-

<PAGE>

a fee calculated at an annual rate of .125% of the Fund's average daily net
assets with a minimum annual fee of $75,000 payable monthly on a pro rata basis.
PFPC has notified RBB, however, that it intends to waive one-half of its minimum
annual fee during the current fiscal year.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York 10017, acts as distributor
for the Shares pursuant to a distribution agreement (the "Distribution
Agreement") with RBB on behalf of the Shares.

EXPENSES

The expenses of the Fund are deducted from its total income before
dividends are paid. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios. The Investor Class of the Fund pays its own
distribution fees, and may pay a different share than the Institutional Class of
other expenses (excluding advisory and custodial fees) if those expenses are
actually incurred in a different amount by the Investor Class or if it receives
different services.

The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expense of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

-8-

<PAGE>

fee with respect to the shares, which is accrued daily and paid monthly, of up
to 0.25% on an annualized basis of the average daily net assets of the Shares.
The actual amount of such compensation under the Plan is agreed upon by RBB's
Board of Directors and by the Distributor in the Distribution Agreement. The
Distributor may, in its discretion, from time to time waive voluntarily all or
any portion of its distribution fee.

Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of the Shares,
(ii) ongoing servicing and/or maintenance of the accounts of Shareholders, and
(iii) sub-transfer agency services, subaccounting services or administrative
services related to the sale of the Shares, all as set forth in the Plan. The
Distributor may delegate some or all of these functions to Service Agents. See
"How to Purchase Shares -- Purchases Through Intermediaries."

The Plan obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Shares the fee agreed to
under the Distribution Agreement. Payments under the Plan are not tied
exclusively to expenses actually incurred by the Distributor and the payments
may exceed distribution expenses actually incurred.

PURCHASES THROUGH INTERMEDIARIES

Shares of the Fund may be available through certain brokerage firms,
financial institutions and other industry professionals (collectively, "Service
Organizations"). Certain features of the Shares, such as the initial and
subsequent investment minimums and certain trading restrictions, may be modified
or waived by Service Organizations. Service Organizations may impose transaction
or administrative charges or other direct fees, which charges and fees would not
be imposed if Shares are purchased directly from the Fund. Therefore, a client
or customer should contact the Service Organization acting on his behalf
concerning the fees (if any) charged in connection with a purchase or redemption
of Shares and should read this Prospectus in light of the terms governing his
accounts with the Service Organization. Service Organizations will be
responsible for promptly transmitting client or customer purchase and redemption
orders to the Fund in accordance with their agreements with the Fund and with
clients or customers. Service Organizations or, if applicable, their designees
that have entered into agreements with the Fund or its agent may enter confirmed
purchase orders on behalf of clients and customers, with payment to follow no
later than the Fund's pricing on the following Business Day. If payment is not
received by such time, the Service Organization could be held liable for
resulting fees or losses. The Fund will be deemed to have received a purchase or
redemption order when a Service Organization, or, if applicable, its authorized
designee, accepts a purchase or redemption order in good order. Orders received
by the Fund in good order will be priced at the Fund's net asset value next
computed after they are accepted by the Service Organization or its authorized
designee.

For administration, subaccounting, transfer agency and/or other services,
Boston Partners, the Distributor or their

-9-

<PAGE>

affiliates may pay Service Organizations and certain recordkeeping organizations
a fee of up to .35% (the "Service Fee") of the average annual value of accounts
with the Fund maintained by such Service Organizations or recordkeepers. The
Service Fee payable to any one Service Organization is determined based upon a
number of factors, including the nature and quality of services provided, the
operations processing requirements of the relationship and the standardized fee
schedule of the Service Organization or recordkeeper.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

GENERAL

Shares representing interests in the Fund are offered continuously for
sale by the Distributor and may be purchased without imposition of a sales
charge. Shares may be purchased initially by completing the application included
in this Prospectus and forwarding the application to the Fund's transfer agent,
PFPC. Purchases of Shares may be effected by wire to an account to be specified
by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston Partners Mid Cap Value Fund," c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899-8852. The name of the Fund, Boston Partners Mid Cap
Value Fund, must also appear on the check or Federal Reserve Draft. Shareholders
may not purchase shares of the Boston Partners Mid Cap Value Fund with a check
issued by a third party and endorsed over to the fund. Federal Reserve Drafts
are available at national banks or any state bank which is a member of the
Federal Reserve System. Initial investments in the Fund must be at least $2,500
and subsequent investments must be at least $100. The Fund reserves the right to
suspend the offering of Shares for a period of time or to reject any purchase
order.

-10-

<PAGE>

subsequent Monday when one of these holidays falls on a Saturday or Sunday.

The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after a purchase order is received in good order by the Fund or its agents.
Orders received by the Fund or its agents prior to the close of the NYSE
(generally 4:00 p.m. Eastern Time) are priced at that Business Day's net asset
value. Orders received by the Fund or its agents after the close of the NYSE are
priced at the net asset value next determined on the following Business Day. In
those cases where an investor pays for Shares by check, the purchase will be
effected at the net asset value next determined after the Fund or its agents
receives the order and the completed application.

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 PFPC. The
Fund does not currently impose a service charge for effecting wire transfers,
but reserves the right to do so in the future. 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:

B. Instruct your bank or broker to wire the specified amount,
together with your assigned account number, to PFPC's account with PNC:

PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the
Fund)
FOR PURCHASE OF: Boston Partners Mid Cap Value Fund
AMOUNT: (amount to be invested)

C. Fully complete and sign the application and mail it to the
address shown thereon. PFPC will not process purchases until it
receives a fully completed and signed application.

For subsequent investments, an investor should follow steps A and B
above.

-11-

<PAGE>

AUTOMATIC INVESTING

Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the Automatic Investment Plan should call the Fund's
transfer agent, PFPC, at (888)261-4073 to obtain the appropriate forms.

RETIREMENT PLANS

Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further
information as to applications and annual fees, contact the Fund's transfer
agent, PFPC, at (888) 261-4073. To determine whether the benefits of an IRA are
available and/or appropriate, a shareholder should consult with a tax adviser.

HOW TO REDEEM AND EXCHANGE SHARES
- --------------------------------------------------------------------------------

REDEMPTION BY MAIL

SYSTEMATIC WITHDRAWAL PLAN

-12-

<PAGE>

minimum amount that you may withdraw each period is $100. (This is merely the
minimum amount allowed and should not be mistaken for a recommended amount.) The
holder of a Systematic Withdrawal Plan will have any income dividends and any
capital gains distributions reinvested in full and fractional shares at net
asset value. To provide funds for payment, Shares will be redeemed in such
amount as is necessary at the redemption price, which is net asset value next
determined after the Fund's receipt of a redemption request. Redemption of
Shares may reduce or possibly exhaust the Shares in your account, particularly
in the event of a market decline. As with other redemptions, a redemption to
make a withdrawal payment is a sale for federal income tax purposes. Payments
made pursuant to a Systematic Withdrawal Plan cannot be considered as actual
yield or income since part of such payments may be a return of capital.

INVOLUNTARY REDEMPTION

PAYMENT OF REDEMPTION PROCEEDS

In all cases, the redemption price is the net asset value per share
next determined after the request for redemption is received in proper form by
the Fund or its agents. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund or its agents of the request and
any other necessary documents in proper order. Such payment may be postponed or
the right of redemption suspended as permitted by the 1940 Act. If the Shares to
be redeemed have been recently purchased by check, the Fund's transfer agent may
delay mailing a redemption check, which may be a period of up to 15 days,
pending a determination that the check has cleared. The Fund has elected to be
governed by Rule 18f-1 under the 1940 Act so that it is obligated to redeem its
shares solely in cash up to the lesser of $250,000 or 1% of its net

-13-

<PAGE>

asset value during any 90-day period for any one shareholder of a portfolio.

EXCHANGE PRIVILEGE

The exchange privilege is available to shareholders residing in any state
in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Investor Shares of the Boston Partners Large Cap
Value Fund or the Boston Partners Bond Fund subject to the restrictions
described under "Exchange Privilege Limitations." Such exchange will be effected
at the net asset value of the exchanged Fund and the net asset value of the
Boston Partners Large Cap Value Fund or the Boston Partners Bond Fund next
determined after receipt of a request for an exchange by the Fund or its agents.
An exchange of Shares will be treated as a sale for federal income tax purposes.
See "Taxes." A shareholder wishing to make an exchange may do so by sending a
written request to PFPC.

If the exchanging shareholder does not currently own Investor Shares of the
Boston Partners Large Cap Value Fund or Boston Partners Bond Fund, a new account
will be established with the same registration, dividend and capital gain
options as the account from which shares are exchanged, unless otherwise
specified in writing by the shareholder with all signatures guaranteed. A
signature guarantee may be obtained from a domestic bank or trust company,
broker, dealer, clearing agency or savings association who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion Program
(STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange,
Inc. Medallion Signature Program (MSP). Signature guarantees that are not part
of these programs will not be accepted. The exchange privilege may be modified
or terminated at any time, or from time to time, by RBB, upon 60 days' written
notice to shareholders.

If an exchange is to a new account in the Boston Partners Large Cap Value
Fund or Boston Partners Bond Fund, the dollar value of Investor Shares acquired
must equal or exceed RBB's minimum for a new account; if to an existing account,
the dollar value must equal or exceed that Fund's minimum for subsequent
investments. If any amount remains in the Fund from which the exchange is being
made, such amount must not drop below the minimum account value required by the
Fund.

EXCHANGE PRIVILEGE LIMITATIONS

The Fund's exchange privilege is not intended to afford shareholders a way
to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Fund has
established a policy of limiting excessive exchange activity.

Shareholders are entitled to three (3) exchange redemptions (at least 30
days apart) from the Fund during any twelve-month period. Notwithstanding these
limitations, the Fund reserves the

-14-

<PAGE>

right to reject any purchase request (including exchange purchases from the
Boston Partners Large Cap Value Fund and Boston Partners Bond Fund) that is
deemed to be disruptive to efficient portfolio
management.

TELEPHONE TRANSACTIONS

In order to request an exchange or redemption by telephone, a
shareholder must have completed and returned an account application containing
the appropriate telephone election. To add a telephone option to an existing
account that previously did not provide for this option, a Telephone
Authorization Form must be filed with PFPC. This form is available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to request an exchange or redemption by calling (888) 261-4073.
Neither RBB, the Fund, the Distributor, the Administrator nor any other Fund
agent will be liable for any loss, liability, cost or expense for following
RBB's telephone transaction procedures described below or for following
instructions communicated by telephone that they reasonably believe to be
genuine.

RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account's social
security number and name of the Fund, all of which must match RBB's records; (3)
requiring RBB's service representative to complete a telephone transaction form,
listing all of the above caller identification information; (4) permitting
exchanges only if the two account registrations are identical; (5) 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 owners of record at the bank
account of record; (6) sending a written confirmation for each telephone
transaction to the owners of record at the address of record within five (5)
Business Days of the call; and (7) maintaining tapes of telephone transactions
for six months, if the Fund elects to record shareholder telephone transactions.
For accounts held of record by broker-dealers (other than the Distributor),
financial institutions, securities dealers, financial planners and other
industry professionals, additional documentation or information regarding the
scope of a caller's authority is required. Finally, for telephone transactions
in accounts held jointly, additional information regarding other account holders
is required. Telephone transactions will not be permitted in connection with IRA
or other retirement plan accounts or by an attorney-in-fact under a power of
attorney.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset values for each class of a fund are calculated by adding
the value of the proportionate interest of the class in a fund's cash,
securities and other assets, deducting actual and accrued liabilities of the
class and dividing the result by the number of outstanding shares of the class.
The net asset values of each class are calculated separately from each other
class. The

-15-

<PAGE>

net asset values are calculated as of the close of regular trading on the NYSE,
generally 4:00 p.m. Eastern time on each Business Day.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.

TAXES
- --------------------------------------------------------------------------------

-16-

<PAGE>

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of the Fund,
and out of the portion of such net capital gain that constitutes mid-term
capital gain, will be taxed to shareholders as long-term capital gain or
mid-term capital gain, as the case may be, 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 bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.

Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will generally recognize capital
gain or loss for federal income tax purposes.

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.

MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------

The Fund offers one other class of shares, Institutional Shares, which
is offered directly to institutional investors pursuant to a separate
prospectus. Shares of each class represent equal pro rata interests in the Fund
and accrue dividends and calculate net asset value and performance quotations in
the same manner. The Fund will quote performance of Institutional Shares
separately from Investor Shares. Because of different expenses paid by the
Investor Shares, the total return on such shares can be expected, at any time,
to be different than the total return on Institutional Shares. Information
concerning Institutional Shares may be obtained by calling the Fund at (800)
311-9783 or 9829.

-17-

<PAGE>

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS MID CAP VALUE FUND
AND DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS
AND OTHER MATTERS RELATING TO THE BOSTON PARTNERS MID CAP VALUE FUND.

Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
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 will be fully paid and
non-assessable.

RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.

As of November 15, 1997, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.

OTHER INFORMATION
- --------------------------------------------------------------------------------

REPORTS AND INQUIRIES

Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial

-18-

<PAGE>

statements audited by independent accountants. Shareholder inquiries should be
addressed to PFPC Inc., the Fund's transfer agent, Bellevue Park Corporate
Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free (888)
261-4073.

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing shares in the Fund are not normally issued.

HISTORICAL PERFORMANCE INFORMATION

For the period from commencement of operations (June 2, 1997) through
August 31, 1997, the total return (not annualized) for the Investor Class of
Shares of the Fund was as follows:

Unannualized investment returns for the period ended August 31, 1997

Since
INCEPTION
---------
Boston Partners Mid Cap Value Fund
(Investor Shares)................................ 10.10%

The total return assumes the reinvestment of all dividends and capital
gains and reflects investment advisory fee waivers and expense reimbursements in
effect. Without these waivers and expense reimbursements, the Fund's performance
would have been lower. Of course, past performance is no guarantee of future
results. Investment return and principal value will fluctuate, so that Shares,
when redeemed, may be worth more or less than the original cost. For more
information on performance, see "Performance Information" in the Statement of
Additional Information.

The table below presents the Composite performance history of certain
of the Adviser's managed accounts on an annualized basis for the period ended
August 31, 1997. The Composite is comprised of the Adviser's institutional
accounts and other privately managed accounts with investment objectives,
policies and strategies substantially similar to those of the Fund, although the
accounts have longer operating histories than the Fund which commenced
operations on June 2, 1997. The Composite performance information includes the
reinvestment of dividends received in the underlying securities and reflects
investment advisory fees. The privately managed accounts in the Composite are
only available to the Adviser's institutional advisory clients. The past
performance of the funds and accounts that comprise the Composite is not
indicative of or a substitute for the future performance of the Fund. These
accounts have lower investment advisory fees than the Fund and the Composite
performance figures would have been lower if subject to the higher fees and
expenses incurred by the Fund. These private accounts are not subject to the
same investment limitations, diversification requirements and other restrictions
which are imposed upon mutual funds under the 1940 Act and the

-19-

<PAGE>

Internal Revenue Code, which, if imposed, may have adversely affected the
performance results of the Composite. Listed below the performance history for
the Composite is the performance history for a comparative index comprised of
securities similar to those in which accounts contained in the Composite are
invested.

Annualized investment returns for the period ended August 31, 1997

Since
ONE YEAR INCEPTION
-------- ---------
Composite Performance.............. 51.0% 37.8%*
Russell 2500 Index................. 31.5% 25.9%

* The Adviser commenced managing these accounts on May 1, 1995.

The Russell 2500 Index represents the largest 3000 companies domiciled
in the United States minus the largest 500 companies as determined by the market
value of such companies.

FUTURE PERFORMANCE INFORMATION

From time to time, the Fund may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods have
not yet elapsed, shorter periods corresponding to the life of the Fund. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Fund may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately the Fund's
performance with other measures of investment return. For example, the Fund's
total return may be compared with data published by Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company
Service, or with the performance of the Russell 2500 Index. Performance
information may also include evaluation of the Fund by nationally recognized
ranking services and information as reported in financial publications such as
BUSINESS WEEK, FORTUNE, INSTITUTIONAL INVESTOR, MONEY MAGAZINE, FORBES,
BARRON'S, THE WALL STREET JOURNAL, THE NEW YORK TIMES, or other national,
regional or local publications. All advertisements containing performance data
will include a legend disclosing that such performance data represents past
performance and that the investment return and principal value of an investment
will fluctuate so that an investor's Shares, when redeemed, may be worth more or
less than their original cost.

-20-

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT
OF ADDITIONAL INFORMATION INCORPORATED HEREIN BY
REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH PROSPECTUS
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR. THIS DECEMBER 1, 1997
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB
OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
------------------------

TABLE OF CONTENTS
PAGE

FINANCIAL HIGHLIGHTS.......................... 2
INTRODUCTION.................................. 4
INVESTMENT OBJECTIVES AND POLICIES............ 4
INVESTMENT LIMITATIONS........................ 5
RISK FACTORS.................................. 6
MANAGEMENT.................................... 7
DISTRIBUTION OF SHARES........................ 8 BOSTON PARTNERS
HOW TO PURCHASE SHARES........................ 10 MID CAP VALUE FUND
HOW TO REDEEM AND EXCHANGE SHARES............. 12 (Investor Shares)
NET ASSET VALUE............................... 15
DIVIDENDS AND DISTRIBUTIONS................... 16
TAXES ..................................... 16
MULTI-CLASS STRUCTURE......................... 17
DESCRIPTION OF SHARES......................... 17
OTHER INFORMATION............................. 18

INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts

CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania

TRANSFER AGENT AND ADMINISTRATOR
PFPC Inc.
Wilmington, Delaware

DISTRIBUTOR bp
Counsellors Securities Inc.
New York, New York
Boston Partners Asset Management, L.P.
COUNSEL --------------------------------------
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

<PAGE>

BOSTON PARTNERS MID CAP VALUE FUND bp
(INVESTOR CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.

ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application, please
call 1-888-261-4073

<S> <C>
- ---------------- (Please check the appropriate box(es) below.)
| 1 | [Checkbox] Individual [Checkbox] Joint Tenant [Checkbox] Other
| Account |
| Registration:| ----------------------------------------------------------------------------------------------------------------
- ---------------- Name SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER

----------------------------------------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

----------------------------------------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH

----------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

----------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER

-------------------------- --------------------------- Exchange shares for shares of The Boston
individual initial joint initial Partners Large Cap Value Fund or Boston
Partners Bond Fund.

</TABLE>

<PAGE>

Please debit $________ from my checking account (named below on or about the 20th of the month. Please attach an
unsigned, voided check.
Monthly Every Alternate Month Quarterly Other

-----------------------------------------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

- ---------------- The undersigned warrants that I (we) have fully authority and, if a natural person, I (we) am (are) of legal age
| 6 | to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for the
| | Fund in which I (we) am (are) investing.
| Signatures: | Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
- ---------------- certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to
be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.

-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

-----------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE

-----------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.

MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS MID CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852

</TABLE>

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND OR BY
THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.

TABLE OF CONTENTS

PAGE

INTRODUCTION....................................................... 2
FINANCIAL HIGHLIGHTS............................................... 5
INVESTMENT OBJECTIVES AND
POLICIES........................................................... 7
INVESTMENT LIMITATIONS............................................. 12
MANAGEMENT......................................................... 13
DISTRIBUTION OF SHARES............................................. 17
HOW TO PURCHASE SHARES............................................. 17
HOW TO REDEEM SHARES............................................... 21
NET ASSET VALUE.................................................... 23
DIVIDENDS AND DISTRIBUTIONS........................................ 24
TAXES.............................................................. 24
DESCRIPTION OF SHARES.............................................. 25
OTHER INFORMATION.................................................. 27
ACCOUNT APPLICATION.............................................Center

INVESTMENT ADVISER
PNC Institutional Management
Corporation
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand, L.L.P.
Philadelphia, Pennsylvania

GOVERNMENT SECURITIES
PORTFOLIO

(RBB CLASS)

PROSPECTUS
DECEMBER 1, 1997

<PAGE>

THE RBB CLASS
OF THE RBB FUND, INC.

This Prospectus offers one class of shares in the Government Securities
Portfolio of The RBB Fund, Inc. (the "Fund"). The investment objective of this
portfolio is as follows:

GOVERNMENT SECURITIES PORTFOLIO -- to provide the highest
level of current income consistent with liquidity and a low risk to
principal from a portfolio of U.S. Government obligations. It seeks to
achieve such objective by investing in obligations issued or guaranteed
by the U.S. Treasury or other agencies or instrumentalities of the
United States Government.

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.

This Prospectus contains information that a prospective
investor needs to know before investing. Please keep it for future
reference. A Statement of Additional Information, dated December 1,
1997, has been filed with the Securities and Exchange Commission and is
incorporated by reference in this Prospectus. It may be obtained free
of charge from the Fund's distributor by calling (800) 888-9723. The
Prospectus and Statement of Additional Information are also available
for reference, along with other related materials, on the SEC Internet
Web Site (http://www.sec.gov).

PROSPECTUS DECEMBER 1, 1997

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

The RBB Fund, Inc. is an open-end management investment company
incorporated under the laws of the State of Maryland on February 29, 1988 and is
currently operating or proposing to operate twenty-two separate investment
portfolios. The class (the "RBB Class" or the "Class") of shares (the "RBB
Shares" or "Shares") offered by this Prospectus represents interests in the
Government Securities Portfolio (the "Portfolio").

FUND MANAGEMENT

PNC Institutional Management Corporation ("PIMC"), a wholly-owned
subsidiary of PNC Bank, National Association ("PNC Bank"), serves as the
investment adviser to the Portfolio. PNC Bank serves as the custodian to the
Fund. PNC Bank and its predecessors have been in the business of managing the
investments of fiduciary and other accounts since 1847 and with its subsidiaries
currently manages over $38.7 billion of assets, of which approximately $35.2
billion are mutual funds.

PFPC Inc. ("PFPC") serves as the administrator to the Portfolio and as
the transfer and dividend disbursing agent to the Fund.

THE DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc. ("Warburg"), serves as the
Fund's distributor.

INVESTMENT PORTFOLIO

The investment objective of the GOVERNMENT SECURITIES PORTFOLIO is to
provide the highest level of current income consistent with liquidity and a low
risk to principal from a portfolio of U.S. Government obligations. It seeks to
achieve this objective by investing in obligations issued or guaranteed by the
United States Treasury or other agencies and instrumentalities of the United
States Government.

-2-

<PAGE>

EXPENSE TABLE

The Fee Table below contains a summary of annual operating expenses
incurred by the RBB Shares of the Portfolio (after fee waivers and expense
reimbursements) for the fiscal year ended August 31, 1997, as a percentage of
average daily net assets. An example based on the summary is also shown.

SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Charge Imposed on Purchases
(as percentage of offering price)...................................... 4.75%

ANNUAL FUND OPERATING EXPENSES (RBB CLASS)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees (after
waivers)(1)........................................................... 0%

12b-1 Fees(1).......................................................... .40%

Other Expenses (after
waivers)(1)........................................................... .30%

Total Fund Operating Expenses (after
waivers)(1)........................................................... .70%
===

(1) Management Fees and 12b-1 Fees are each based on average daily net assets
and are calculated daily and paid monthly. Before expense reimbursements
and waivers for the Portfolio, Management Fees would be .40%, Other
Expenses would be 1.35%, and Total Fund Operating Expenses would be 2.15%.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in
the Portfolio, assuming (1) a 5% annual return, and (2) redemption at the end of
each time period:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----

Government Securities $54* $69* $85* $130*

* Reflects the imposition of the maximum sales charge at the beginning of
the period.

-3-

<PAGE>

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses" remain the same in the years shown. THE EXAMPLE SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN. Long-term shareholders of this
Portfolio may pay more than the economic equivalent of the maximum front end
sales charge permitted by the National Association of Securities Dealers, Inc.

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that a holder of RBB Shares in the Portfolio will
bear directly or indirectly. (For more complete descriptions of the various
costs and expenses, see "Management" and "Distribution of Shares" below.) The
Fee Table reflects a voluntary waiver of Management Fees for the Portfolio.
However, there can be no assurance that any future waivers of Management Fees
(if any) will not vary from the figure reflected in the Fee Table. In addition,
the investment adviser is currently voluntarily assuming additional expenses of
the Portfolio. There can be no assurance that the investment adviser will
continue to assume such expenses. Assumption of additional expenses will have
the effect of lowering a Portfolio's overall expense ratio and increasing its
yield to investors. The expense figures are based on actual costs and fees
charged to the Portfolio.

OFFERING PRICE

RBB Shares will be offered to the public at the next determined net
asset value after receipt by PFPC Inc. ("PFPC"), the Fund's transfer agent, of
an order plus a maximum sales charge of 4.75% of the offering price on single
purchases of less than $100,000. The sales charge is reduced on a graduated
scale on single purchases of $100,000 or more.

MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS

The minimum initial investment for RBB Shares is $1,000. Subsequent
investments must be $100 or more. See "How to Purchase Shares."

REDEMPTION

Shares may be redeemed at any time at their net asset value next
determined after receipt by PFPC of a redemption request. The Fund reserves the
right, upon 30 days written notice, to redeem an account consisting of RBB
Shares if the net asset value of the investor's Shares in that account falls
below $500 and is not increased to at least such amount within such 30-day
period. See "How to Redeem Shares--Involuntary Redemption."

-4-

<PAGE>

CERTAIN FACTORS TO CONSIDER

An investment in the Portfolio is subject to certain risks, as set
forth in detail under "Investment Objectives and Policies." As with other mutual
funds, there can be no assurance that the Portfolio will achieve its objective.
The Portfolio, to the extent set forth under "Investment Objectives and
Policies," engages in the following investment practices: the use of repurchase
agreements and reverse repurchase 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, the lending of
portfolio securities and engaging in options and futures transactions. All of
these transactions involve certain special risks, as set forth under
"Investment Objectives and Policies." Investment methods described in this
Prospectus are among those which the Portfolio has the power to utilize. Some
may be employed on a regular basis; others may not be used at all. Accordingly,
reference to any particular method or technique carries no implication that it
will be utilized or, if it is, that it will be successful.

SHAREHOLDER INQUIRIES

Any questions or communications regarding a shareholder account should
be directed to PFPC, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (800) 430-9618.

FINANCIAL HIGHLIGHTS

The table below sets forth certain information concerning the
investment results of the RBB Class of the Government Securities Portfolio for
the periods indicated. The financial data included in this table for each of the
periods ended August 31, 1993 through August 31, 1997 are part of the Fund's
financial statements for the Portfolio, which are incorporated by reference into
the Statement of Additional Information and have been audited by Coopers &
Lybrand L.L.P. ("Coopers"), the Fund's independent accountants. The financial
data for the Portfolio for the periods ending August 31, 1989, 1990, 1991 and
1992 are a part of previous financial statements audited by Coopers. Further
information about the performance of the Portfolio is available in the Annual
Report to Shareholders. The financial data should be read in conjunction with
the financial statements and notes thereto. Both the Statement of Additional
Information and the Annual Report to Shareholders may be obtained free of charge
by calling the telephone number on Page 1 of this Prospectus.

-5-

<PAGE>

THE RBB CLASS
GOVERNMENT SECURITIES PORTFOLIO

FINANCIAL HIGHLIGHTS(e)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

FOR THE PERIOD
AUGUST 1, 1991
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- -----------------

Net asset value, beginning
of period....................... $ 9.04 $ 9.54 $ 9.69 $ 10.73 $ 10.46 $ 10.12 $ 10.00
-------- -------- -------- --------- --------- ---------- ---------

Income from investment operations:

Net investment income....... 0.8744 0.5220 0.5819 0.5931 0.7080 0.8002 0.0737
Net gains (losses) on
securities (both
realized and unrealized).. 0.1346 (0.2540) 0.0361 (0.8651) 0.3300 0.3408 0.1213
-------- -------- -------- --------- --------- ---------- ---------

Total from investment
operations 1.0090 0.2680 0.6180 (0.2720) 1.0380 1.1410 0.1950
-------- -------- -------- --------- --------- ---------- ---------

Less distributions
Dividends (from net
investment income)......... (0.8744) (0.5220) (0.5819) (0.5901) (0.7080) (0.8010) (0.0750)
Distributions (from excess
of net investment income).. -- -- -- (0.0235) -- -- --
Return of capital .......... (0.3046) (0.2460) (0.1861) (0.1544) (0.0600) -- --
-------- -------- -------- --------- --------- ---------- ---------

Total distributions........ (1.1790) (0.7680) (0.7680) (0.7680) (0.7680) (0.8010) (0.0750)
-------- -------- -------- --------- --------- ---------- ---------

Net asset value,
end of period ............... $ 8.87 $ 9.04 $ 9.54 $ 9.69 $ 10.73 $ 10.46 $ 10.12
======== ======== ======== ========= ========= ========== =========

Total return ................... 9.39%(d) 2.75%(d) 6.72%(d) (2.60%)(d) 10.36%(d) 11.73%(d) 1.95%(c)(d)
Ratios/Supplemental Data
Net assets, end of period (000) $6,737 $ 8,785 $ 10,514 $54,938 $ 36,296 $25,604 $ 28,225
Ratios of expenses to average
net assets.................. 0.70%(a) .70%(a) .72%(a) .64%(a) .66%(a) .83%(a) 1.10%(a)(b)
Ratios of net investment income
to average net assets ...... 6.18% 6.05% 6.59% 5.86% 6.70% 7.81% 8.50%(b)
Portfolio turnover rate....... 26% 77% 86% 65% 47% 21% 3%(c)
<FN>

(a) Without the waiver of advisory, administration and custody fees and without
the reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Government Securities Portfolio would have been
2.15%, 2.05%, 1.22%, 1.10%. 1.22% and 1.22% for the years ended August 31,
1997, 1996, 1995, 1994, 1993 and 1992, respectively, and 1.28% annualized
for the period ended August 31, 1991.

(b) Annualized.

(d) Sales load not reflected in total return.

(e) Financial Highlights relate solely to the RBB Class of Shares within the
portfolio.

</FN>

</TABLE>

-6-

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

GOVERNMENT SECURITIES PORTFOLIO

The objective of the Government Securities Portfolio is to provide the
highest level of current income consistent with liquidity and a low risk to
principal from a portfolio of U.S. Government obligations. To attain its
objective, the Portfolio intends to invest in obligations issued or guaranteed
by the U.S. Treasury or the agencies or instrumentalities of the U.S.
Government. There is no assurance that the investment objective of the Portfolio
will be achieved.

U.S. GOVERNMENT OBLIGATIONS. The Portfolio may purchase U.S. Government
agency and instrumentality obligations, which are debt securities issued by U.S.
Government-sponsored enterprises and federal agencies. Some obligations of
agencies and instrumentalities of the U.S. Government are supported by the full
faith and credit of the U.S. Government or by U.S. Treasury guarantees, such as
securities of the Government National Mortgage Association and the Federal
Housing Authority; others, by the right of the issuer to borrow from the U.S.
Treasury, such as securities of the Federal Home Loan Mortgage Corporation and
others, only by the credit of the agency or instrumentality issuing the
obligation, such as securities of the Federal National Mortgage Association and
the Federal Loan Banks. No assurance can be given that the U.S. Government will
provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law.

During ordinary market conditions, at least 90% of the Portfolio's net
assets will be invested in obligations issued or guaranteed by the U.S. Treasury
or the agencies or instrumentalities of the U.S. Government, including options
and futures on such obligations. The maturities of U.S. Government securities
usually range from three months to thirty years. The Portfolio will at all times
invest at least 65% of its assets in such obligations, not including options and
futures on such obligations. The Portfolio's investment adviser may adjust the
average maturity of the Portfolio from time to time depending on its assessment
of relative yields of securities of different maturities and its expectations of
future changes in interest rates. Thus, at certain times the average maturity of
the Portfolio may be relatively short (under one year to five years, for
example) and at other times may be relatively long (more than 10 years, for
example). The obligations in which the Portfolio invests may not yield as high a
level of current income as lower grade obligations.

-7-

<PAGE>

HEDGING INVESTMENTS. At such times as the Portfolio's investment adviser
deems it appropriate and consistent with the investment objective of the
Portfolio, the Portfolio may write covered call options on U.S. Government
obligations which are traded on a national securities exchange. The Portfolio
may also purchase and sell (i) options on U.S. Government obligations, (ii)
interest rate futures contracts, and (iii) options on interest rate futures
contracts. The purpose of such transactions is to hedge against changes in the
market value of securities in the Portfolio caused by fluctuating interest
rates, and to close out or offset its existing positions in such futures
contracts or options as described below. Such instruments will not be used for
speculation. Options and futures contracts are discussed below.

OPTIONS. The Portfolio may purchase options issued by the Options Clearing
Corporation on U.S. Treasury bonds, notes and bills. Such options give the
Portfolio the right for a fixed period of time to sell (in the case of the
purchase of a put option) or to buy (in the case of the purchase of a call
option) the number of units of the underlying obligation covered by the option
at a fixed or determinable exercise price. Buying a put hedges against the risk
of rising interest rates. Buying a call hedges against a market advance when the
Portfolio is not fully invested. Prior to its expiration, a put or call option
may be sold in a closing sale transaction. Gain or loss from the sale will
depend on whether the amount received is more or less than the premium paid for
the option plus the related transaction costs.

The Portfolio also may write (sell) put or call options but only if such
options are covered, and such options remain covered so long as the Portfolio is
obligated as a writer of the option (seller). A call option is "covered" if the
Portfolio owns the underlying security covered by the call. A put option is
"covered" if the Portfolio maintains in a segregated account with its custodian
liquid assets with a value equal to the exercise price. If a "covered" call or
put option expires unexercised, the writer realizes a gain in the amount of the
premium received. If the covered call is exercised, the writer realizes a gain
or loss from the sale or purchase of the underlying security with the proceeds
to the writer being increased by the amount of the premium. If the covered put
is exercised, the writer's cost of purchasing the underlying security is reduced
by the amount of the premium. Prior to its expiration, a put or call option may
be purchased in a closing sale transaction and gain or loss from the sale will
depend on whether the amount paid is more or less than the premium received for
the option plus the related transaction costs.

-8-

<PAGE>

Options are subject to certain risks, including the risk of imperfect
correlation between the option and the Portfolio's other investments and the
risk that there might not be a liquid secondary market for the option. In
general, options whose strike prices are close to their underlying instruments'
current value will have the highest trading volume, while options whose strike
prices are further away may be less liquid. The liquidity of options may also be
affected if options exchanges impose trading halts, particularly when markets
are volatile.

FUTURES CONTRACTS. As noted above, the Portfolio may invest in financial
futures contracts. Financial futures contracts obligate the seller to deliver a
specific type of security called for in the contract, at a specified future
time, and for a specified price. Financial futures contracts may be satisfied by
actual delivery of the securities or, more typically, by entering into an
offsetting transaction. There are risks that are associated with the use of
futures contracts for hedging purposes. In certain market conditions, as in a
rising interest rate environment, sales of futures contracts may not completely
offset a decline in value of the portfolio securities against which the futures
contracts are being sold. In the futures market, it may not always be possible
to execute a buy or sell order at the desired price, or to close out an open
position due to market conditions, limits on open positions, and/or daily price
fluctuations. Risks in the use of futures contracts also result from the
possibility that changes in the market interest rates may differ substantially
from the changes anticipated by the Portfolio's investment adviser when hedge
positions were established.

OPTIONS ON FUTURES. The Portfolio may purchase and write call and put
options on futures contracts which are traded on a U.S. exchange or board of
exchange and enter into closing transactions with respect to such options to
terminate an existing position. An option on a futures contract gives the
purchaser the right, in return for the premium paid, to assume a position in a
futures contract. The Portfolio may use options on futures contracts in
connection with hedging strategies. The purchase of put options on futures
contracts is a means of hedging against the risk of rising interest rates. The
purchase of call options on futures contracts is a means of hedging against a
market advance when the Portfolio is not fully invested.

There is no assurance that the Portfolio will be able to close out its
financial futures positions at any time, in which case it would be required to
maintain the margin deposits on the contract. There can be no assurance that
hedging transactions will be successful, as there may be imperfect correlations
(or no correlations) between movements in the prices of the futures

-9-

<PAGE>

contracts and of the debt securities being hedged, or price distortions due to
market conditions in the futures markets. Such imperfect correlations could have
an impact on the Portfolio's ability to effectively hedge its securities.

The Portfolio will not enter into financial futures contracts or related
options contracts (valued at market value) if, immediately thereafter, more than
50% of the value of the Portfolio's total assets would be so hedged. The 50%
investment restriction is not a fundamental policy of the Portfolio and may be
changed without a shareholder vote by the Board of Directors. Restrictions
imposed by the Internal Revenue Code may also limit the Portfolio's ability to
engage in hedging transactions.

The Portfolio intends to comply with the regulations of the Commodity
Futures Trading Commission exempting the Portfolio from registration as a
"commodity pool operator."

SHORT SALES. The Portfolio may only make short sales of securities
"against-the-box." A short sale is a transaction in which a Portfolio sells a
security it does not own in anticipation that the market price of that security
will decline. The Portfolio may make short sales as a form of hedging to offset
potential declines in long positions in similar securities. In a short sale
"against-the-box," at the time of sale, the Portfolio owns or has the immediate
and unconditional right to acquire the identical security at no additional cost.
When selling short "against-the-box," a portfolio forgoes an opportunity for
capital appreciation in the security.

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 received. Securities purchased on a when-issued basis are
recorded as an asset when 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 conditions. The Portfolio does not intend to purchase when-issued
securities for speculative purposes but only in furtherance of its investment
objective.

-10-

<PAGE>

months, provided the repurchase agreement itself matures in less than 13 months.
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.

LENDING OF PORTFOLIO SECURITIES. The Portfolio may also lend its portfolio
securities to financial institutions in accordance with the investment
restrictions described below. Such loans would involve risks of delay in
receiving additional collateral in the event the value of the collateral
decreased below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans will be made only to
borrowers deemed by the Portfolio's investment adviser to be of good standing
and only when, in the adviser's judgment, the income to be earned from the loans
justifies the attendant risks.

PORTFOLIO TURNOVER. The Portfolio will actively use trading to benefit from
yield disparities among different issues of U.S. Government securities or
otherwise to achieve its investment objective and policies. The Portfolio,
therefore, may be subject to a greater degree of turnover and, thus, a higher
incidence of short-term capital gains taxable as ordinary income than might be
expected from portfolios which invest substantially all of their funds on a
long-term basis, and correspondingly larger mark-up charges can be expected to
be borne by the Portfolio. The Portfolio anticipates that the annual turnover in
the Portfolio will not be in excess of 200%. A 200% turnover rate is greater
than that of many other investment companies.

ILLIQUID SECURITIES. The Portfolio will not invest more than 15% of its net
assets in illiquid securities, including repurchase agreements which have a
maturity of longer than seven days 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 limitation. 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 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 outstanding Shares of the Fund representing interests
in the Portfolio.

-11-

<PAGE>

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Portfolio may not change the following investment limitations (with
certain exceptions, as noted below) without shareholder approval. (A complete
list of the investment limitations that cannot be changed without such a vote of
the shareholders is contained in the Statement of Additional Information under
"Investment Objectives and Policies.")

The Portfolio may not:

1. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities, if immediately after and as a result of such
purchase more than 5% of the value of the Portfolio's 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 limitations.

2. Borrow money, except from banks for temporary purposes and
then in amounts not in excess of 10% of the value of the Portfolio's
total 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 total assets at the time
of such borrowing; or purchase portfolio securities while borrowings
are in excess of 5% of the Portfolio's net assets. (This borrowing
provision is not for investment leverage, but solely to facilitate
management of the Portfolio's securities by enabling the Portfolio to
meet redemption 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, 25% or more of the value of the total assets of the
Portfolio to be invested in the obligations of issuers in any
industry, provided that there is no limitation with respect to
investments in U.S. Government obligations.

4. Make loans except that the Portfolio may purchase or hold
debt obligations in accordance with its investment objective, policies
and limitations, may enter into repurchase agreements for securities,
and may lend portfolio securities against collateral consisting of
cash or

-12-

<PAGE>

securities which are consistent with the Portfolio's permitted
investments, which is equal at all times to at least 100% of the value
of the securities loaned. There is no investment restriction on the
amount of securities that may be loaned, except that payments received
on such loans, including amounts received during the loan on account
of interest on the securities loaned, may not (together with all
non-qualifying income) exceed 10% of the Portfolio's annual gross
income (without offset for realized capital gains) unless, in the
opinion of counsel to the Fund, such amounts are qualifying income
under federal income tax provisions applicable to regulated investment
companies.

In determining whether the Portfolio has complied with limitation 3 above,
the value of options and futures will not be taken into account.

MANAGEMENT
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS

The business and affairs of the Fund and the Portfolio are managed under
the direction of the Fund's Board of Directors. The Fund currently operates or
proposes to operate twenty-two separate investment portfolios. The RBB Family
Class represents interests in the Government Securities Portfolio.

INVESTMENT ADVISER AND SUB-ADVISER

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 and its predecessors have been in the business of managing the
investments of fiduciary and other accounts in the Philadelphia area since 1847.
PNC Bank and its subsidiaries currently manage over $38.7 billion of assets, of
which approximately $35.2 billion are mutual funds. PNC Bank, a national bank
whose principal business address is 1600 Market Street, Philadelphia,
Pennsylvania 19103, is a wholly-owned subsidiary of PNC Bancorp, Inc. PNC
Bancorp, Inc. is a bank holding company and a wholly-owned subsidiary of PNC
Bank Corp., a multi-bank holding company.

As adviser to the Portfolio, PIMC is responsible for overall management of
the Portfolio, and is responsible for all purchases and sales of portfolio
securities for the Portfolio. PIMC also assists generally in supervising the
operations of the Portfolio,

-13-

<PAGE>

maintains the Portfolio's financial accounts and records, and computes the
Portfolio's net asset value and net income.

Robert J. Morgan is responsible for the day-to-day portfolio management of
the Portfolio. Mr. Morgan is Assistant Vice President with PIMC, where he has
been employed since 1988. Previously, he was a Portfolio Manager with CoreStates
Financial Corp.

For the services provided and expenses assumed by it, PIMC is entitled to
receive the following fees, computed daily and payable monthly based on the
Portfolio's average daily net assets: .40% of first $250 million of net assets;
.35% of next $250 million of net assets; and .30% 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. In
addition, PIMC may from time to time enter into an agreement with one of its
affiliates pursuant to which it delegates some or all of its accounting and
administrative obligations under its advisory agreements with the Fund relating
to the Portfolio. Any such arrangement would have no effect on the advisory fees
payable by the Portfolio to PIMC.

For the fiscal year ended August 31, 1997, PIMC waived all investment
advisory fees payable to it with respect to the Portfolio.

ADMINISTRATOR

PFPC serves as administrator to the Portfolio. PFPC is an indirect,
wholly-owned subsidiary of PNC Bank Corp. PFPC generally assists the Portfolio
in all aspects of its administration and operations, including matters relating
to the maintenance of financial records and accounting. PFPC is entitled to an
administration fee, computed daily and payable monthly at an annual rate of .10%
of the Portfolio's average daily net assets. For the fiscal year ended August
31, 1997, PFPC waived all administration fees payable to it with respect to the
portfolio. PFPC's principal business address is 400 Bellevue Parkway,
Wilmington, Delaware 19809.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

PNC Bank also serves as the Fund's custodian and PFPC serves as the Fund's
transfer agent and dividend disbursing agent. PFPC may enter into shareholder
servicing agreements with registered broker/dealers who have entered into dealer
agreements with the Distributor ("Authorized Dealers") for the provision of
certain shareholder support services to customers of such Authorized Dealers who
are shareholders of the Portfolio. The services provided and the fees payable by
the Fund for these services are

-14-

<PAGE>

described in the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements."

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned subsidiary
of Warburg Pincus Asset Management, Inc. ("Warburg"), with a principal business
address at 466 Lexington Avenue, New York, New York, acts as Distributor for the
Portfolio pursuant to a distribution agreement and various supplements thereto
(collectively, the "Distribution Agreement").

EXPENSES

The expenses of the Portfolio are deducted from its total income before
dividends are paid. 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. The RBB Class of the Fund pays its own
distribution fees, and may pay a different share than other classes of the Fund
of other expenses (excluding advisory and custodial fees) if those expenses are
actually incurred in a different amount by the RBB Class or if it receives
different services.

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 the Portfolio's expense ratio and of decreasing yield
to investors.

For the Fund's fiscal year ended August 31, 1997, the Fund's total expenses
were 2.15% of the average daily net assets of the RBB Class of the Portfolio
(not taking into account waivers and reimbursements of 1.45%).

PORTFOLIO TRANSACTIONS

The Portfolio's adviser may consider a number of factors in determining
which brokers to use in purchasing or selling the Portfolio's securities. These
factors, which are more fully discussed in the Statement of Additional
Information, include, but are not limited to, research services, the
reasonableness of commissions and quality of services and execution.
Transactions for the Portfolio may be effected through Authorized Dealers,
subject to the requirements of best execution. The Portfolio may enter into
brokerage transactions with and pay brokerage commissions to brokers that are
affiliated persons (as such term

-15-

<PAGE>

is defined in the 1940 Act) provided that the terms of the brokerage
transactions comply with the provisions of the 1940 Act.

-16-

<PAGE>

THE RBB CLASS NEW ACCOUNT APPLICATION
Mail completed application to:
PFPC - Attention: The RBB Class, P.O. Box 8950,
Wilmington, DE 19899

========================================================================================================================
<S> <C> <C> <C>
1 --------------------------------------------------- [ ] Individual
REGISTRATION PLEASE PRINT
[ ] Joint Tenant
---------------------------------------------------
Owner [ ] Custodian

--------------------------------------------------- [ ] UGMA___(state)
Co-owner*, minor, trust
[ ] Trust
---------------------------------------------------
Street Address [ ] Corporation

--------------------------------------------------- [ ] Other___________
City State Zip Code

---------------------------------------------------
*For joint registration, both must sign. The
registration will be as joint tenants with the
right of survivorship and not as tenants in common,
unless otherwise stated.
- ------------------------------------------------------------------------------------------------------------------------

2 Enclosed is my check for $_________ (minimum of $1,000 per portfolio)
INVESTMENTS made payable to "The RBB Class"
GOVERNMENT SECURITIES PORTFOLIO $ . My account
being established with this application qualifies
for a reduced sales charge with one of the
following privileges:
[ ] RIGHT OF ACCUMULATION - I agree for Right
of Accumulation reduced sales charge based
on the following accounts in the RBB Class

--------------------------------- ----------------------------------
Portfolio Account No.

[ ] LETTER OF INTENT - I agree to the Letter of Intent provisions in
the prospectus. I plan to invest during a 13-month period a
dollar amount of at least $___________. ($100,000 minimum)
- ------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
3 Under penalties of perjury, I certify with
TAXPAYER my signature below that the number shown in this
IDENTIFICATION section of the application is my correct
taxpayer identification number and that I am not
subject to backup withholdings as a result of a
failure to report all interest or dividends, or
the Internal Revenue Service has notified me
that I am no longer subject to backup
withholding.

If you are subject to backup withholding, check
the box in front of the following statement.

[ ] The Internal Revenue Service has notified
me that I am subject to backup
withholding.

--------------------------- or ---------------------- or
(Owner's Social Security #) (Tax Identification #)

---------------------------
(Minor's Social Security #)
- ------------------------------------------------------------------------------------------------------------------------
4 A. DIVIDEND ELECTION
OPTIONS Unless you elect otherwise, all dividends and
capital gains distributions will be automatically
reinvested in additional shares. If you prefer to
be paid in cash each month check the appropriate
box below. Pay all:
[ ] dividends and capital gains in cash.
[ ] dividends in cash and reinvest capital gains.
[ ] capital gains in cash and reinvest dividends.
[ ] I request the above distributions be sent to the special payee
whose address is specified in Section B below.
- ------------------------------------------------------------------------------------------------------------------------
B. SYSTEMATIC WITHDRAWAL
Systematic withdrawal plan minimum account of $10,000 in shares at the current
offering price. Minimum withdrawal $100. Each withdrawal redemption will be
processed about the 25th of the month and mailed as soon as possible thereafter.
SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE FOR THE SYSTEMATIC
WITHDRAWAL PLAN BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL WITHDRAWAL
REQUESTS.

Start (month)___________________ $(amount)_______________

[ ] Monthly [ ] Quarterly [ ] Semi-annually [ ] Annually
- ------------------------------------------------------------------------------------------------------------------------
Provide the following information only if distribution or withdrawal checks are
to be payable to a person or organization different than as registered.

Name of Bank or Individual:____________________________________________________
Bank Account # (if applicable)_________________________________________________
Street________________________ City___________________ State_______ Zip________
- ------------------------------------------------------------------------------------------------------------------------

C. AUTOMATIC INVESTING

This program provides for investments to be made automatically, by authorizing
PFPC to withdraw funds from your bank account. An initial minimum investment of
$1,000, and subsequent investment of at least $100 are required. The program
requires additional information so that PFPC may contact your bank to make sure
the arrangement is properly established. This may not be used with a Systematic
Withdrawal Program.

[ ] Check here and the proper form will be sent to you.

</TABLE>

<PAGE>

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

5 Citizenship: [ ] U.S. [ ] Other__________________
SIGNATURES Please provide Phone Number (___)__________________
Sign below exactly as printed in Registration. I
(we) am (are) of legal age and have read the
prospectus. I (we) hereby certify that each of the
persons listed below has been duly elected, and is
now legally holding the office set below his name
and has the authority to make this authorization.
Please print titles below if signing on behalf of a
business or trust.

NOTE: YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY
SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU HAVE
FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR
TAX RETURN. THE INTERNAL REVENUE SERVICE DOES NOT
REQUIRE YOUR CONSENT TO ANY PROVISIONS OF THIS
DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO
AUDIT BACKUP WITHHOLDING.

---------------------------------------------------
Signature

---------------------------------------------------
(President, Trustee, General Partner or Agent)

---------------------------------------------------
Signature

---------------------------------------------------
(Co-owner, Secretary of Corporation, Co-trustee,
etc.)
- --------------------------------------------------------------------------------
6 MUST BE COMPLETED BY DEALER
INVESTMENT
DEALER ---------------------------------------------------
Firm Name

---------------------------------------------------
Branch Street Address

---------------------------------------------------
Representative's Signature

---------------------------------------------------
Representative's name (print)

---------------------------------------------------
Representative Number

---------------------------------------------------
Date
================================================================================

<PAGE>

DISTRIBUTION OF SHARES

The Board of Directors of the Fund approved and adopted the Distribution
Agreement and a Plan of Distribution for the Portfolio (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. The actual amount of such compensation under the Plan is agreed upon
by the Fund's Board of Directors and by the Distributor. Under the Distribution
Agreement, the Distributor has agreed to accept compensation for its services
thereunder and under the Plan in the amount of .40% of the average daily net
assets of the Class on an annualized basis in any year. Such compensation may be
increased, up to the amount permitted in the Plan, with the approval of the
Fund's Board of Directors. Pursuant to the conditions of an exemptive order
granted by the Securities and Exchange Commission (the "SEC"), the Distributor
has agreed to waive its fee with respect to the Class on any day to the extent
necessary to ensure that the fee required to be accrued by the Class does not
exceed the income of the Class on such day. In addition, the Distributor may, in
its discretion, from time to time waive voluntarily all or any portion of its
distribution fee.

Under the dealer agreements in effect with respect to the Class, the
Distributor may reallocate up to all of the compensation it receives for its
services under the Distribution Agreement and the Plan to Authorized Dealers,
based upon the aggregate investment amounts maintained by customers of such
Authorized Dealers in the Portfolio. The Distributor may also reimburse
Authorized Dealers for other expenses incurred in the promotion of the sale of
Fund Shares. The Distributor and/or Authorized Dealers pay for the cost of
printing (excluding typesetting) and mailing to prospective investors
prospectuses and other materials relating to the Portfolio as well as for
related direct mail, advertising and promotional expenses.

The Plan obligates the Fund, during the period it is in effect, to accrue
and pay to the Distributor on behalf of the Fund the fee agreed to under the
Distribution Plan. Payments under the Plan are not tied exclusively to expenses
actually incurred by the Distributor, and the payments may exceed distribution
expenses actually incurred.

HOW TO PURCHASE SHARES

GENERAL

Shares representing interests in the Portfolio are offered continuously for
sale by the Distributor and may be purchased

<PAGE>

through Authorized Dealers. Shares representing interests in the Portfolio may
be purchased initially by completing the application included in this Prospectus
and forwarding the application, through the designated Authorized Dealer, to the
Fund's transfer agent, PFPC. Subsequent purchases of Shares may be effected
through an Authorized Dealer or by mailing a check or Federal Reserve Draft,
payable to the order of "The RBB Class" to The RBB Class, c/o PFPC, P.O. Box
8916, Wilmington, Delaware 19899. The name of the Portfolio for which Shares are
being purchased must also appear on the check or Federal Reserve Draft. Federal
Reserve Drafts are available at national banks or any state bank which is a
member of the Federal Reserve System. Initial investments in the Portfolio must
be at least $1,000 and subsequent investments must be at least $100. The Fund
reserves the right to reject any purchase order.

Shares may be purchased on any Business Day. A "Business Day" is any day
that the New York Stock Exchange (the "NYSE") is open for business. Currently,
the NYSE is closed on weekends and New Year's Day, Dr. Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day and the preceding Friday or subsequent Monday
when one of these holidays falls on Saturday or Sunday. Shares are offered at
the next determined net asset value per share, plus a sales load as described
below.

The price paid for Shares purchased is based on the net asset value next
computed (plus a sales charge, if no sales charge has been previously imposed
with respect to such Shares) after a purchase order is received in good order by
the Fund's transfer agent. Such price will be the net asset value next computed
(plus any applicable sales charge) after an order is received by an Authorized
Dealer provided such order is transmitted to and received by the Fund's transfer
agent prior to its close of business on such day. It is the responsibility of
Authorized Dealers to transmit orders received by them to the Fund's transfer
agent so they will be received prior to such time. On any Business Day, orders
received by the Fund's transfer agent from an Authorized Dealer after its close
of business are priced at the net asset value next determined (plus any
applicable sales charge) on the following Business Day. Orders of less than $500
are mailed by an Authorized Dealer. In those cases where an investor pays for
Shares by check, the purchase will be effected at the net asset value (plus any
applicable sales charge) next determined after the Fund's transfer agent
receives the order and Federal Funds are available to the Fund, which is
generally two Business Days after a purchase order is received.

Shareholders whose shares are held in the street name account of an
Authorized Dealer and who desire to transfer such

<PAGE>

shares to the street name account of another Authorized Dealer should contact
their current Authorized Dealer.

SALES CHARGES -- GENERAL. The following table shows sales charges generally
applicable to Shares at various investment levels. Sales charges are reduced on
a graduated scale on single purchases of Shares of $100,000 or more. Sales
charges are imposed regardless of whether Shares are purchased through
Authorized Dealers or by direct investment. During special promotions, as much
as the entire sales load may be reallowed to Authorized Dealers, and at such
times such Authorized Dealers may, by virtue of such reallowance, be deemed to
be "underwriters" under the 1933 Act.

<TABLE>
<CAPTION>
SALES SALES REALLOWANCE
CHARGE AS CHARGE AS TO AUTHORIZED
PERCENTAGE PERCENTAGE DEALERS (AS
OF NET OF OFFERING % OF OFFERING
AMOUNT OF TRANSACTION AT OFFERING PRICE ASSET VALUE PRICE PRICE)
- --------------------------------------- ----------- ----------- -------------
<S> <C> <C> <C>
Less than $100,000.................................. 4.99% 4.75% 4.25%
$ 100,000 but less than $250,000................... 4.17 4.00 3.50
$ 250,000 but less than $500,000................... 3.09 3.00 2.50
$ 500,000 but less than $1,000,000................. 2.04 2.00 1.60
$1,000,000 but less than $2,000,000................. 1.01 1.00 .80
$2,000,000 but less than $4,000,000................. .50 .50 .40
$4,000,000 and above................................ -0- -0- -0-
</TABLE>

The foregoing schedule of sales charges applies to purchases of Shares made
at any one time by the following: (a) any individual; (b) any individual, his or
her spouse, and their children under the age of 21; (c) a trustee or fiduciary
of a single trust estate or single fiduciary account; or (d) any organized group
which has been in existence for more than six months, provided that it is not
organized for the purpose of buying redeemable securities of a registered
investment company, and provided that the purchase is made through a central
administration, or through a single dealer, or by other means which result in
economy of sales effort or expense. An organized group does not include a group
of individuals whose sole organizational connection is participation as credit
card holders of a company, policyholders of an insurance company, customers of
either a bank or broker-dealer or clients of an investment adviser. Purchases
made by an organized group may include, for example, a trustee or other
fiduciary purchasing for a single fiduciary account or other
employee benefit plan purchases made through a payroll deduction plan.

The foregoing schedule applies to single purchases and to purchases made
under a Letter of Intent or pursuant to the Right of Accumulation, both of which
are described below.

<PAGE>

RIGHT OF ACCUMULATION. Under the Right of Accumulation, the current value
of an investor's existing Shares may be combined with the amount of the
investor's current purchase of Shares in determining the sales charge. IN ORDER
TO RECEIVE THE CUMULATIVE QUANTITY REDUCTION, PREVIOUS PURCHASES OF SHARES MUST
BE CALLED TO THE ATTENTION OF THE FUND'S TRANSFER AGENT AT THE TIME OF THE
CURRENT PURCHASE.

LETTER OF INTENT. An investor may qualify for a reduced sales charge on a
purchase of Shares immediately by signing a nonbinding Letter of Intent stating
the investor's intention to invest in Shares during the next 13 months a
specified amount which, if made at one time, would qualify for a reduced sales
charge. Any redemptions made during the 13-month period will be subtracted from
the amount of purchases in determining whether the Letter of Intent has been
completed. During the term of a Letter of Intent, the Fund's transfer agent will
hold Shares representing 5% of the indicated amount in escrow for payment of a
higher sales load if the full amount indicated in the Letter of Intent is not
purchased. The escrowed Shares will be released when the full amount indicated
has been purchased. If the full amount indicated is not purchased within the
13-month period, the investor will be required to pay an amount equal to the
difference in the dollar amount of sales charge actually paid and the amount of
sales charge the investor would have had to pay on his or her aggregate
purchases if the total of such purchases had been made at a single time.

The following persons associated with the Fund, the Distributor, Warburg,
or PIMC, PNC Bank or PFPC may buy Shares without paying a sales charge: (a)
officers, directors and partners; (b) employees and retirees; (c) registered
representatives of Authorized Dealers and of the Distributor; (d) spouses or
children of any such persons; and (e) any trust, pension, profit-sharing or
other benefit plan for any of the persons set forth in (a) through (d) above.
The following persons may also buy Shares without paying a sales charge,
provided any such person informs the Portfolio's transfer agent at the time of
purchase that it believes it qualifies for a sales charge waiver: (a) a trust
department of a bank or law firm; (b) a 501(c)(3) organization and a charitable
remainder trust or a life income pool established for the benefit of a
charitable organization; (c) a registered investment adviser for its own account
or on behalf of its clients; (d) an employee benefit or retirement plan
(including 401(k) plans, 403(b) plans, 457 plans, profit-sharing plans, SEP-IRAs
and qualified plans for self-employed individuals, but excluding regular IRAs,
IRA transfers, IRA rollovers and non-working spousal IRAs): and (e) a financial
planner that charges a fee and makes the qualifying purchases through a
financial institution's net asset value purchase program (provided the purchase
program is recognized by the Fund, and the Portfolio whose shares are being
purchased is listed as

<PAGE>

part of the purchase program). In addition, Warburg may purchase Shares on
behalf of the investment companies, employee benefit plans, endowment funds,
foundations and other institutions and individuals for which it provides
investment services without paying a sales charge.

AUTOMATIC INVESTING

Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the automatic investing program should call the
Fund's transfer agent, PFPC, at (800) 430-9618 to obtain the appropriate forms.

RETIREMENT PLANS

Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further
information as to applications and annual fees, contact the Distributor or an
Authorized Dealer. To determine whether the benefits of an IRA are available
and/or appropriate, a shareholder should consult with a tax adviser.

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------
NORMAL REDEMPTION

Shareholders may redeem for cash some or all of their Shares of the
Portfolio at any time. To do so, a written request in proper form must be sent
directly to The RBB Class, c/o PFPC, P.O. Box 8916, Wilmington, Delaware 19899.
There is no charge for a redemption. Shareholders may also place redemption
requests through an Authorized Dealer, but such Authorized Dealer might charge a
fee for this service.

A request for redemption must be signed by all persons in whose names the
Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed. A signature guarantee may be obtained from a domestic bank or
trust company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not part of these programs will not be accepted.

<PAGE>

Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. For example, the Fund will issue share
certificates for Shares if a written request has been made to the Fund's
transfer agent. In the case of shareholders holding share certificates, the
certificates for the shares being redeemed must accompany the redemption
request. Additional documentary evidence of authority is also required by the
Fund's transfer agent in the event redemption is requested by a corporation,
partnership, trust, fiduciary, executor or administrator.

SYSTEMATIC WITHDRAWAL PLAN

If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan for the Portfolio and receive regular periodic
payments. A request to establish a Systematic Withdrawal Plan must be submitted
in writing to the Fund's transfer agent, PFPC, P.O. Box 8916, Wilmington,
Delaware 19899. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO
ESTABLISH A SYSTEMATIC WITHDRAWAL PLAN BECAUSE SHARE CERTIFICATES MUST ACCOMPANY
ALL WITHDRAWAL REQUESTS. Each withdrawal redemption will be processed about the
25th of the month and mailed as soon as possible thereafter. There are no
service charges for maintenance; the minimum amount that you may withdraw each
period is $100. (This is merely the minimum amount allowed and should not be
mistaken for a recommended amount.) The holder of a Systematic Withdrawal Plan
will have any income dividends and any capital gains distributions reinvested in
full and fractional shares at net asset value. To provide funds for payment,
shares of the Portfolio will be redeemed in such amount as is necessary at the
redemption price, which is net asset value next determined after the Fund's
receipt of a redemption request. Redemption of shares may reduce or possibly
exhaust the Shares in your account, particularly in the event of a market
decline. As with other redemptions, a redemption to make a withdrawal payment is
a sale for federal income tax purposes. Payments made pursuant to a Systematic
Withdrawal Plan cannot be considered as actual yield or income since part of
such payments may be a return of capital.

The maintenance of a Systematic Withdrawal Plan for a Class concurrently
with purchases of additional Shares would be disadvantageous because of the
sales commission involved in the additional purchases. You will ordinarily not
be allowed to make additional investments of less than the aggregate annual
withdrawals under the Systematic Withdrawal Plan during the time you have the
plan in effect and, while a Systematic Withdrawal Plan is in effect, you may not
make periodic investments under Automatic Investing. You will receive a
confirmation of each transaction showing the sources of the payment and the
share and cash balance remaining in your plan. The plan may be terminated

<PAGE>

on written notice by the shareholder or by the Fund with respect to the
Portfolio and it will terminate automatically if all Shares are liquidated or
withdrawn from the account or upon the death or incapacity of the shareholder.
You may change the amount and schedule of withdrawal payments or suspend such
payments by giving written notice to the Fund's transfer agent at least seven
Business Days prior to the end of the month preceding a scheduled payment.

INVOLUNTARY REDEMPTION

The Fund reserves the right to redeem a shareholder's account in the
Portfolio at any time the net asset value of the account in such Portfolio falls
below $500 as the result of a redemption request. Shareholders will be notified
in writing that the value of their account in a Portfolio is less than $500 and
will be allowed 30 days to make additional investments before the redemption is
processed.

PAYMENT OF REDEMPTION PROCEEDS

In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by the
Fund's transfer agent. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund's transfer agent of the request
and any other necessary documents in proper order. Such payment may be postponed
or the right of redemption suspended as provided by the rules of the SEC. If the
Shares to be redeemed have been recently purchased by check, the Fund's transfer
agent may delay mailing a redemption check, which may be a period of up to 15
days, pending a determination that the check has cleared.

NET ASSET VALUE

The net asset value of each class of the Portfolio is calculated as of the
close of regular trading on the NYSE on each Business Day. The net asset value
for each class of a portfolio is calculated by adding the value of the
proportionate interest of the class in the portfolio's securities, cash and
other assets, deducting the actual and accrued liabilities of the class and
dividing the result by the total number of outstanding shares of the class. The
net asset value of each class is calculated separately from each other class.

Valuation of securities held by the Portfolio is as follows: securities
traded on a national securities exchange or on the NASDAQ National Market System
are valued at the last reported sale price that day; securities traded on a
national securities exchange or on the NASDAQ National Market System for which
there were no sales on that day and securities traded on other over-

<PAGE>

the-counter markets for which market quotations are readily available are valued
at the mean of the bid and asked prices; and securities for which market
quotations are not readily available are valued at fair market value as
determined in good faith by or under the direction of the Fund's Board of
Directors. The amortized cost method of valuation may also be used with respect
to debt obligations with sixty days or less remaining to maturity.

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
Portfolio's securities. A more detailed discussion of net asset value and
security valuation is contained in the Statement of Additional Information.

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
shareholders. All distributions are reinvested in the form of additional full
and fractional Shares of the Portfolio unless a shareholder elects otherwise.

The Portfolio will declare and pay dividends from net investment income
monthly, generally near the end of each month. Net realized capital gains
(including net short-term capital gains), if any, will be distributed at least
annually.

TAXES

The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Portfolio and its shareholders and is
not intended as a substitute for careful tax planning. Accordingly, investors 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. So long as
the Portfolio qualifies for this tax treatment, it 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 interest dividends" or
that are treated as a return of capital) regardless of whether such
distributions are paid in cash or reinvested in additional shares.

Distributions out of the "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), if

<PAGE>

any, of the Portfolio, and out of the portion of such net capital gain that
constitutes mid-term capital gain, will be taxed to shareholders as long-term
capital gain or mid-term capital gain, as the case may be, 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 bonds bearing tax-exempt interest. All other distributions, to
the extent they are taxable, are taxed to shareholders as ordinary income. The
current nominal maximum marginal rate on ordinary income for individuals, trusts
and estates is generally 39% while the maximum rate imposed on mid-term and
other long-term capital gain of such taxpayers is 28% and 20%, respectively.
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
specified date in such a month will be deemed to have been received by the
shareholders on December 31, provided such dividends are paid during January of
the following year. The Portfolio intends to make sufficient actual or deemed
distributions prior to the end of each calendar year to avoid liability for
federal excise tax.

Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing just prior to a distribution will nevertheless be taxed on the entire
amount of the distribution received.

Shareholders who exchange shares representing interests in one portfolio
for shares representing interests in another portfolio will generally recognize
capital gain or loss for federal income tax purposes. Under certain provisions
of the Code, some shareholders may be subject to a 31% "backup" withholding tax
on reportable dividends, capital gains distributions and redemption payments.

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.

DESCRIPTION OF SHARES

The Fund has authorized capital of thirty billion shares of Common
Stock, $.001 par value per share, of which 13.93 billion shares are currently
classified into 82 different classes of Common Stock (see "Description of
Shares" in the Statement of Additional Information).

<PAGE>

Shares of a class of Common Stock in the Cash Preservation Family may be
exchanged for another class of Common Stock in such Family as well as for shares
of the RBB Class. Otherwise, no exchanges between Families or classes are
permitted.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE GOVERNMENT SECURITIES PORTFOLIO OF THE RBB CLASS
AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS
AND OTHER MATTERS RELATING TO THIS PORTFOLIO.

Each share that represents an interest in the Portfolio has an equal
proportionate 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
different 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
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
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
Additional Information under "Additional Information Concerning Fund Shares" for
examples 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 November 15, 1997, 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.

<PAGE>

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) 430-9618.

PERFORMANCE INFORMATION

From time to time, the Portfolio may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return, net of the Portfolio's maximum sales charge, over one,
five and ten year periods or, if such periods have not yet elapsed, shorter
periods corresponding to the life of the Portfolio. Such total return quotations
will be computed by finding the compounded average annual total return for each
time period that would equate the assumed initial investment of $1,000 to the
ending redeemable value, net of the maximum sales charge and other fees,
according to a required standardized calculation. The standard calculation is
required by the SEC to provide consistency and comparability in investment
company advertising. The Portfolio may also from time to time include in such
advertising an aggregate total return figure or a total return figure that is
not calculated according to the standardized formula in order to compare more
accurately the Portfolio's performance with other measures of investment return.
For example, the Portfolio's total return may be compared with data published by
Lipper Analytical Services, Inc., CDA Investment Technologies, Inc. or
Weisenberger Investment Company Service, or with the performance of the Standard
& Poor's 500 Stock Index or the Dow Jones Industrial Average. For these
purposes, the performance of a portfolio, as well as the performance published
by such services or experienced by such indices, will usually not reflect sales
charges, the inclusion of which would reduce performance results. All
advertisements containing performance data will include a legend disclosing that
such performance data represent past performance and that the investment return
and principal value of an investment will fluctuate so that an investor's
Shares, when redeemed, may be worth more or less than their original cost. If
the Portfolio advertises non-standard computations, however, the Portfolio will
disclose the maximum sales charge and will also disclose that the performance
data do not reflect sales charges and that inclusion of sales charges would
reduce the performance quoted.

<PAGE>

From time to time, the Portfolio may also advertise its "30- day yield."
The yield of the Portfolio refers to the income generated by an investment in
the Portfolio over the 30-day period identified in the advertisement, and is
computed by dividing the net investment income per share earned by the Portfolio
during the period by the maximum public offering price per share of the last day
of the period. This income is "annualized" by assuming that the amount of income
is generated each month over a one-year period and is compounded semi-annually.
The annualized income is then shown as a percentage of the net asset value.

The yield on Shares of the Portfolio will fluctuate and is not necessarily
representative of future results. Shareholders should remember that yield is
generally a function of portfolio quality and maturity, type of instrument,
operating expenses and market conditions. Any fees charged by broker/dealers
directly to their customers in connection with investments in the Portfolio are
not reflected in the yields on the Portfolio's Shares, and such fees, if
charged, will reduce the actual return received by shareholders on their
investments. The yield on Shares of the RBB 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 of the classes of that
Portfolio. See "Expenses."

<PAGE>

================================================= ===========================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS OR IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
FUND OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING BY THE FUND OR BY THE
DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
CASH PRESERVATION
----------------------- PORTFOLIOS
CONTENTS

PAGE OF
THE RBB FUND, INC.
INTRODUCTION ......................... 1
FINANCIAL HIGHLIGHTS ................. 5
INVESTMENT OBJECTIVES AND POLICIES ... 8
INVESTMENT LIMITATIONS ............... 14 MONEY MARKET PORTFOLIO
PURCHASE AND REDEMPTION OF SHARES .... 16 AND
NET ASSET VALUE ...................... 23 MUNICIPAL MONEY
MANAGEMENT ........................... 24 MARKET PORTFOLIO
DISTRIBUTION OF SHARES ............... 26
DIVIDENDS AND DISTRIBUTIONS .......... 27
TAXES ................................ 28
DESCRIPTION OF SHARES ................ 30
OTHER INFORMATION .................... 31

INVESTMENT ADVISER
PNC Institutional Management Corporation
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP Prospectus
Philadelphia, Pennsylvania December 1, 1997

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

=================================================
<PAGE>

CASH PRESERVATION PORTFOLIOS
OF

THE RBB FUND, INC.

The Cash Preservation Portfolios consist of two classes of common stock
of The RBB Fund, Inc. (the "Fund"), an open-end management investment company.
The shares of the Cash Preservation Classes offered by this Prospectus represent
interests in a taxable money market portfolio and a municipal money market
portfolio. The investment objectives of each investment portfolio described in
this Prospectus are as follows:

MONEY MARKET PORTFOLIO - 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.

MUNICIPAL MONEY MARKET PORTFOLIO - to provide as high a level of
current interest income exempt from federal income taxes as is consistent with
maintaining liquidity and stability of principal. It seeks to achieve such
objective by investing substantially all of its assets in a diversified
portfolio of short-term Municipal Obligations. "Municipal Obligations" are
obligations issued by or on behalf of states, territories and possessions of the
United States, the District of Columbia and their political subdivisions,
agencies, instrumentalities and authorities. During periods of normal market
conditions, at least 80% of the net assets of the Portfolio will be invested in
Municipal Obligations, the interest on which is exempt from the regular federal
income tax but which may constitute an item of tax preference for purposes of
the federal alternative minimum tax.

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 PORTFOLIOS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

PNC Institutional Management Corporation serves as investment adviser
for these Portfolios and PNC Bank, National Association serves as sub-adviser
for the Portfolios and custodian for the Fund. PFPC Inc. serves as administrator
of the Municipal Money Market Portfolio and the transfer and dividend disbursing
agent for the Fund. Counsellors Securities Inc. acts as distributor for the
Fund.

<PAGE>

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 December 1, 1997, 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. The Prospectus and Statement of
Additional Information are also available for reference, along with other
related materials, on the SEC Internet Website (http://www.sec.gov).

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

PROSPECTUS December 1, 1997

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

The RBB Fund, Inc. is an open-end management investment company
incorporated under the laws of the State of Maryland on February 29, 1988. The
Fund is currently operating or proposing to operate twenty-two separate
investment portfolios. Each of the two classes (collectively, the "Cash
Preservation Classes") of the Fund's shares ("Cash Preservation Shares" or
"Shares") offered by this Prospectus represents interests in one of the
following of such investment portfolios: the Money Market Portfolio and the
Municipal Money Market Portfolio (together, the "Portfolios").

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 pursuing its
investment objective, the Money Market Portfolio invests in a broad range of
U.S. dollar denominated instruments, such as government, bank and commercial
obligations, that may be available in the money markets.

The MUNICIPAL MONEY MARKET PORTFOLIO'S investment objective is to
provide as high a level of current interest income exempt from federal income
taxes as is consistent with maintaining liquidity and stability of principal. To
achieve this objective, the Municipal Money Market Portfolio invests
substantially all of its assets in a diversified portfolio of short-term
Municipal Obligations which meet certain ratings criteria and present minimal
credit risks. During periods of normal market conditions, at least 80% of the
net assets of the Portfolio will be invested in Municipal Obligations, the
interest on which is exempt from the regular federal income tax but which may
constitute an item of tax preference for purposes of the federal alternative
minimum tax.

Each of the Portfolios seeks to maintain a net asset value of $1.00 per
share; however, there can be no assurance that the Portfolios will be able to
maintain a stable net asset value of $1.00 per share.

The Portfolios' investment adviser is PNC Institutional Management
Corporation ("PIMC"). PNC Bank, National Association ("PNC Bank") serves as
sub-adviser to the Portfolios and serves as custodian to the Fund, and PFPC Inc.
("PFPC") serves as the administrator to the Municipal Money Market Portfolio and
the transfer and dividend disbursing agent to the Fund. Counsellors Securities
Inc. (the "Distributor") acts as distributor of the Fund's Shares.

<PAGE>

An investor may purchase Shares of either of the Cash Preservation
Classes by mail, bank wire or by payment from insurance policies. An investor
may redeem Shares of either of the Cash Preservation Classes by mail, Fund
check, or by telephone. For more detailed information of how to purchase or
redeem Cash Preservation Shares, please refer to the section of this Prospectus
entitled "Purchase and Redemption of Shares."

An investment in either of the Cash Preservation Classes is subject to
certain risks, as set forth in detail under "Investment Objectives and
Policies." Either or both of the Portfolios, to the extent set forth under
"Investment Objectives and Policies," may engage in the following investment
practices: the use of repurchase agreements and reverse repurchase agreements,
the purchase of securities on a "when-issued" or "forward commitment" basis and
the purchase of stand-by commitments. All of these transactions involve certain
special risks, as set forth under "Investment Objectives and Policies."

-2-
<PAGE>

FEE TABLE

The Fee Table below contains a summary of the annual operating expenses of the
Cash Preservation Classes of the Portfolios based on expenses incurred for the
fiscal year ended August 31, 1997, as a percentage of average daily net assets.
An example based on the summary is also shown.

ANNUAL FUND OPERATING EXPENSES (CASH PRESERVATION CLASSES)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS

MUNICIPAL
MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO
Management Fees (after waivers)(1)................. .22% .04%
12b-1 Fees(1)...................................... .40 .40
Other Expenses (after waivers)(1).................. .33 .54
--- ---
Total Fund Operating Expenses
(Cash Preservation Classes) (after
waivers)(1)...................................... .95% .98%
=== ===

(1) Management Fees and 12b-1 Fees are based on average daily
net assets and are calculated daily and paid monthly.
Before waivers for the Money Market Portfolio and Municipal
Money Market Portfolio, Management Fees would be .37% and
.33%, respectively, Other Expenses would be 9.91% and
25.85%, respectively, and Total Fund Operating Expenses
would be 10.68% and 26.58% respectively.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Money Market*..................... $10 $30 $53 $117
Municipal Money Market*........... $10 $31 $54 $120

* Other classes of these Portfolios are sold with different fees and expenses.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses (Cash Preservation Classes)" remain the same in the years
shown. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales charges permitted by the National Association of Securities Dealers, Inc.

-3-

<PAGE>

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Cash Preservation Classes of
the Fund will bear directly or indirectly. (For more complete descriptions of
the various costs and expenses, see "Management--Investment Adviser and Sub-
Adviser" and "Distribution of Shares" below.) Expense figures are based on
actual costs and fees charged to each class. The Fee Table reflects a voluntary
waiver of Management Fees for each Portfolio. However, there can be no assurance
that any future waivers of Management Fees will not vary from the figures
reflected in the Fee Table. In addition, the investment adviser is currently
voluntarily assuming additional expenses of the Portfolios. There can be no
assurance that the investment adviser will continue to assume such expenses.
Assumption of additional expenses will have the effect of lowering a Portfolio's
overall expense ratio and increasing its yield to investors.

From time to time a 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 a Portfolio refers to the income
generated by an investment in a Portfolio over a seven-day period (which period
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 percentage 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 Municipal Money Market
Portfolio's "tax-equivalent yield" may also be quoted from time to time, which
shows the level of taxable yield needed to produce an after-tax equivalent to
such Portfolio's tax-free yield. This is done by increasing such Portfolio's
yield (calculated as above) by the amount necessary to reflect the payment of
federal income tax at a stated tax rate.

The yield of any investment is generally a function of portfolio
quality and maturity, type of investment and operating expenses. The yield on
Shares of either of the Cash Preservation Classes will fluctuate and is not
necessarily representative of future results. Any fees charged by broker/dealers
directly to their customers in connection with investments in the Cash
Preservation Classes are not reflected in the yields of the Cash Preservation
Shares, and such fees, if charged, will reduce the actual return received by
shareholders on their investments. The yield on Shares of the Cash Preservation
Classes 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 of the classes of that Portfolio.

-4-

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The table below sets forth certain information concerning the
investment results of the Cash Preservation Classes representing interests in
the Money Market and Municipal Money Market Portfolios for the periods
indicated. The financial data included in this table for each of the periods
ended August 31, 1993 through August 31, 1997 are part of the Fund's financial
statements for each of the Portfolios, which have been incorporated by reference
into the Statement of Additional Information and have been audited by Coopers &
Lybrand L.L.P. ("Coopers"), the Fund's independent accountants. The financial
data for each of the Portfolios for the periods ended August 31, 1989, 1990,
1991 and 1992 are a part of previous financial statements audited by Coopers.
The financial data should be read in conjunction with the financial statements
and notes thereto. Further information about the performance of the Portfolios
is available in the Annual Report to Shareholders. Both the Statement of
Additional Information and the Annual Report to Shareholders may be obtained
free of charge by calling the telephone number on page 1 of this Prospectus.

-5-

<PAGE>

CASH PRESERVATION CLASSES

CASH PRESERVATION FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

MONEY MARKET PORTFOLIO
-------------------------------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995 AUGUST 31, 1994 AUGUST 31, 1993 AUGUST 31, 1992
--------------- --------------- --------------- --------------- --------------- ---------------
<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. 0.0464 0.0471 0.0487 0.0278 0.0243 0.0375
Net gains on -------- -------- -------- -------- -------- --------
securities (both
realized and
unrealized)......... -- -- -- -- -- 0.0007
-------- -------- -------- -------- -------- --------

Total from
investment
operations...... 0.0464 0.0471 0.0487 0.0278 0.0243 0.0382
-------- -------- -------- -------- -------- --------

Less distributions
Dividends (from net
investment income).. (0.0464) (0.0471) (0.0487) (0.0278) (0.0243) (0.0375)
Distributions
(from capital
gains).............. -- -- -- -- -- (0.0007)
-------- -------- -------- -------- -------- --------
Total
distributions... (0.0464) (0.0471) (0.0487) (0.0278) (0.0243) (0.0382)
-------- -------- -------- -------- -------- --------

Net asset value,
end of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ========

Total return............ 4.74% 4.81% 4.98% 2.81% 2.46% 3.89%
Ratios/Supplemental
Data
Net assets,
end of period (000). $ 242 $ 202 $ 236 $ 231 $ 1,229 $ 1,233
Ratios of expenses
to average
net assets.......... .95%(a) .95%(a) .95%(a) .95%(a) .95%(a) .95%(a)
Ratios of net
investment income to
average net assets.. 4.64% 4.71% 4.87% 2.78% 2.43% 3.75%

</TABLE>

- ----------------------------------------------------------------------------
FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUGUST 31, 1991 AUGUST 31, 1990 AUGUST 31, 1989
--------------- --------------- ---------------
<S> <C> <C> <C>
Net asset value,
beginning of
period.............. $ 1.00 $ 1.00 $ 1.00
------- ------- --------

Income from investment
operations:
Net investment income. 0.0626 0.0763 0.0780
Net gains on ------- ------- --------
securities (both
realized and
unrealized)......... -- -- --
------- ------- --------

Total from
investment
operations...... 0.0626 0.0763 0.0780
------- ------- --------

Less distributions
Dividends (from net
investment income).. (0.0626) (0.0763) (0.0780)
Distributions
(from capital
gains).............. -- -- --
-------- ------- --------
Total
distributions... (0.0626) (0.0763) (0.0780)
-------- ------- --------

Net asset value,
end of period......... $ 1.00 $ 1.00 $ 1.00
======== ======= ========

Total return............ 6.45% 7.90% 8.81%(b)
Ratios/Supplemental
Data
Net assets,
end of period (000). $ 1,412 $ 1,799 $ 2,213
Ratios of expenses
to average
net assets.......... .95%(a) .94%(a) .95%(a)(b)
Ratios of net
investment income to
average net assets.. 6.26% 7.63% 8.59%(b)

<FN>
(a) Without the waiver of advisory and transfer agency fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for Money Market Portfolio would have been 10.68%,
12.08%, 9.34%, 2.52%, 2.25%, 2.30%, 2.13% and 1.69% for the years ended
August 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991, 1990, respectively, and
1.59% annualized for the period ended August 31, 1989.

(b) Annualized.

</FN>

</TABLE>

-6-

<PAGE>

CASH PRESERVATION CLASSES

CASH PRESERVATION FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

MUNICIPAL MONEY MARKET PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------------

FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995 AUGUST 31, 1994 AUGUST 31, 1993 AUGUST 31, 1992
--------------- --------------- --------------- --------------- --------------- ---------------
<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. 0.0272 0.0274 0.0281 0.0174 0.0174 0.0266
Net gains on -------- -------- -------- -------- -------- --------
securities (both
realized and
unrealized)......... -- -- -- -- -- --
-------- -------- -------- -------- -------- --------

Total from
investment
operations...... 0.0272 0.0274 0.0281 0.0174 0.0174 0.0266
-------- -------- -------- -------- -------- --------

Less distributions
Dividends (from net
investment
income)............. (0.0272) (0.0274) (0.0281) (0.0174) (0.0174) (0.0266)
Distributions
(from capital
gains).............. -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Total
distributions... (0.0272) (0.0274) (0.0281) (0.0174) (0.0174) (0.0266)
-------- -------- -------- -------- -------- --------

Net asset value,
end of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ========

Total return............ 2.76% 2.78% 2.84% 1.75% 1.75% 2.69%
Ratios/Supplemental
Data
Net assets,
end of period (000)... $ 97 $ 116 $ 161 $ 201 $ 157 $ 214
Ratios of expenses
to average
net assets.......... .98%(a) .98%(a) .98%(a) .98%(a) .98%(a) .98%(a)
Ratios of net
investment income to
average net assets.. 2.72% 2.74% 2.81% 1.74% 1.74% 2.66%

</TABLE>

FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUGUST 31, 1991 AUGUST 31, 1990 AUGUST 31, 1989
--------------- --------------- ---------------
<S> <C> <C> <C>
Net asset value,
beginning of
period............ $ 1.00 $ 1.00 $ 1.00
-------- ------- --------

Income from investment
operations:
Net investment income. 0.0408 0.0499 0.0497
Net gains on -------- ------- --------
securities (both
realized and
unrealized)......... -- -- --
-------- ------- --------

Total from
investment
operations...... 0.0408 0.0499 0.0497
-------- ------- --------

Less distributions
Dividends (from net
investment
income)............. (0.0408) (0.0499) (0.0497)
Distributions
(from capital
gains).............. -- -- --
-------- -------- --------
Total
distributions... (0.0408) (0.0499) (0.0497)
-------- -------- --------

Net asset value,
end of period......... $ 1.00 $ 1.00 $ 1.00
======== ======== ========

Total return............ 4.16% 5.11% 5.53%(b)
Ratios/Supplemental
Data
Net assets,
end of period (000)... $ 281 $ 236 $ 36
Ratios of expenses
to average
net assets.......... .97%(a) .98%(a) .94%(a)(b)
Ratios of net
investment income to
average net assets.. 4.08% 4.99% 5.49%(b)

<FN>
(a) Without the waiver of advisory, administration and transfer agency fees and
without the reimbursement of certain operating expenses, the ratios of
expenses to average net assets for Municipal Money Market Portfolio, would
have been 26.58%, 19.20%, 10.80%, 11.52%, 8.95%, 5.91%, 5.59% and 15.08% for
the years ended August 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991, 1990,
respectively, and 51.02% annualized for the period ended August 31, 1989.

(b) Annualized.

</TABLE>

-7-

<PAGE>

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 days or less (exclusive of securities
subject to repurchase agreements). In pursuing its investment objective, the
Money Market Portfolio invests in a diversified portfolio of U.S.
dollar-denominated instruments, such as government, bank and commercial
obligations, that may be available in the money markets ("Money Market
Instruments") and that meet certain ratings criteria and present minimal credit
risks to the Money Market Portfolio. See "Eligible Securities." There is no
assurance that the investment objective of the Portfolio will be achieved. 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 deposit, bankers' acceptances and time deposits, including U.S.
dollar-denominated 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 foreign 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 in addition to those of domestic
issuers, including higher transaction costs, less complete financial
information, less stringent regulatory requirements and less market liquidity.
The Portfolio may also make interest-bearing savings deposits in commercial and
savings banks in amounts not in excess 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 rating organization ("Rating Organizations"). These
rating categories are described in the Appendix to the Statement of Additional
Information. The Portfolio may also purchase 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.

-8-

<PAGE>

counterpart of a U.S. corporation, and in Europaper, which is U.S.
dollar-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 instruments that permit the indebtedness
thereunder to vary and provide for periodic 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 specified
periods not exceeding 13 months, depending upon the note involved) to demand
payment of the principal of a note. The notes are not typically rated by credit
rating agencies, 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 continuing 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 repurchase agreement may have stated maturities exceeding 13
months, provided the repurchase agreement itself matures in less than 13 months.
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. Government 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.

-9-

<PAGE>

private companies. Asset-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 asset-backed security's stated maturity may be shortened,
and the security's total return may be difficult to predict precisely. Such
difficulties are not expected, however, to have a significant effect on the
Portfolio since the remaining maturity of any asset-backed security acquired
will be 13 months or less. Asset-backed securities are considered an industry
for industry concentration purposes. See "Investment Limitations." In periods of
falling interest rates, the rate of mortgage prepayments tends to increase.
During these periods, the reinvestment of proceeds by a Portfolio will generally
be at lower rates than the rates on the prepaid obligations.

REVERSE REPURCHASE AGREEMENTS. The Portfolio may enter into reverse
repurchase agreements with respect to portfolio securities. A reverse repurchase
agreement involves a sale by a Portfolio of securities that it holds
concurrently with an agreement by the Portfolio to repurchase them at an agreed
upon time and price. 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 Portfolio is obligated to repurchase. Reverse repurchase
agreements are considered to be borrowing by the Portfolio under the Investment
Company Act of 1940 (the "1940 Act").

GUARANTEED INVESTMENT CONTRACTS. The Portfolio may make investments in
obligations, such as guaranteed investment 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 investments 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
investment in illiquid securities.

MUNICIPAL OBLIGATIONS. In addition, the Portfolio may, when deemed
appropriate by its investment adviser in light of the Portfolio's investment
objective, invest without limitation in high quality, short-term Municipal
Obligations issued by state and local governmental issuers, the interest on
which may be taxable or tax-exempt for federal income tax purposes, provided
that such obligations carry yields that are competitive with those of other
types of Money Market Instruments of comparable quality. For a more complete
discussion of Municipal Obligations, see "Investment Objectives and
Policies--Municipal Money Market Portfolio--Municipal Obligations."

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by
commitments" with respect to Municipal Obligations held in its

-10-

<PAGE>

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 received. 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 conditions. 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
investment 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 purchase in the two highest rating
categories by one or more Rating Organizations (e.g., commercial paper rated
"A-1" or "A-2" by Standard & Poor's Ratings Services ("S&P")), (3) securities
that are rated at the time of purchase by the only Rating Organization rating
the security in one of its two highest rating categories for such securities,
and (4) securities that are not rated and are issued by an issuer that does not
have comparable obligations rated by a Rating Organization ("Unrated
Securities"), provided that such securities are determined to be of comparable
quality to eligible rated securities. For a more complete description of
eligible securities, see "Investment Objectives and Policies" in the Statement
of Additional Information.

-11-

<PAGE>

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 limitation. 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.

MUNICIPAL MONEY MARKET PORTFOLIO

The Municipal Money Market Portfolio's investment objective is to
provide as high a level of current interest income exempt from federal income
taxes as is consistent with maintaining liquidity and relative stability of
principal. The Municipal Money Market Portfolio invests substantially all of its
assets in a diversified portfolio of short-term Municipal Obligations, the
interest on which, in the opinion of bond counsel or counsel to the issuer, as
the case may be, is exempt from the regular federal income tax. During normal
market conditions, at least 80% of the net assets of the Municipal Money Market
Portfolio will be invested in Municipal Obligations. Municipal Obligations
include securities the interest on which is Tax-Exempt Interest, although to the
extent the Portfolio invests in certain private activity bonds issued after
August 7, 1986 ("Alternative Minimum Tax Securities"), a portion of the interest
earned by the Portfolio may constitute an item of tax preference for purposes of
the federal alternative minimum tax ("AMT Interest"). There is no assurance that
the investment objective of the Portfolio will be achieved.

MUNICIPAL OBLIGATIONS. The Portfolio invests in short-term Municipal
Obligations which are determined by the Portfolio's investment adviser to
present minimal credit risks and that meet certain ratings criteria pursuant to
guidelines established by the Fund's Board of Directors. The Portfolio may also
purchase Unrated Securities provided that such securities are determined to be
of comparable quality to eligible rated securities. The applicable Municipal
Obligations ratings are described in the Appendix to the Statement of Additional
Information.

The Portfolio may hold uninvested cash reserves pending investment
during temporary defensive periods or if, in the opinion of the Portfolio's
investment adviser, suitable obligations bearing Tax-Exempt Interest or AMT
Interest are unavailable. There is no percentage limitation on the amount of
assets which may be held uninvested during temporary defensive periods.
Uninvested cash reserves will not earn income.

-12-

<PAGE>

The two principal classifications of Municipal Obligations are "general
obligation" securities and "revenue" securities. General obligation securities
are secured by the issuer's pledge of its full faith, credit and taxing power
for the payment of principal and interest. Revenue securities are payable only
from the revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special excise tax or other specific
excise tax or other specific revenue source, such as the user of the facility
being financed. Revenue securities include private activity bonds which are not
payable from the unrestricted revenues of the issuer. Consequently, the credit
quality of private activity bonds is usually directly related to the credit
standing of the corporate user of the facility involved.

Municipal Obligations may also include "moral obligation" bonds, which
are normally issued by special purpose public authorities. If the issuer of
moral obligation bonds is unable to meet its debt service obligations from
current revenues, it may draw on a reserve fund, the restoration of which is a
moral commitment but not a legal obligation of the state or municipality which
created the issuer.

Although the Municipal Money Market Portfolio may invest more than 25%
of its net assets in (i) Municipal Obligations whose issuers are in the same
state, (ii) Municipal Obligations the interest on which is paid solely from
revenues of similar projects, and (iii) private activity bonds bearing
Tax-Exempt Interest, it does not currently intend to do so on a regular basis.
To the extent the Portfolio's assets are concentrated in Municipal Obligations
that are payable from the revenues of similar projects or are issued by issuers
located in the same state, the Portfolio will be subject to the peculiar risks
presented by the laws and economic conditions relating to such states or
projects to a greater extent than it would be if its assets were not so
concentrated.

-13-

<PAGE>

Although the Internal Revenue Service has not ruled on whether the interest
received on derivative securities in the form of participation interests or
custodial receipts is Tax-Exempt Interest, opinions relating to the validity of,
and the tax-exempt status of payments received by, the Portfolio from such
derivative securities are rendered by counsel to the respective sponsors of such
derivatives and relied upon by the Portfolio in purchasing such securities.
Neither the Portfolio nor its investment adviser will review the proceedings
relating to the creation of any tax-exempt derivative securities or the basis
for such legal opinions.

WHEN-ISSUED SECURITIES. The Portfolio may also purchase portfolio
securities on a "when-issued" basis such as described under "Investment
Objectives and Policies--Money Market Portfolio --When-Issued Securities."

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio such as described
under "Investment Objectives and Policies--Money Market Portfolio--Stand-By
Commitments."

ELIGIBLE SECURITIES. The Municipal Money Market Portfolio will only
purchase "eligible securities" that present minimal credit risks as determined
by the Portfolio's investment adviser pursuant to guidelines adopted by the
Board of Directors. For a more complete description of eligible securities, see
"Investment Objectives and Policies--Eligible Securities--Money Market
Portfolio" and "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 securities. For a more complete description of illiquid
securities, see "Investment Objectives and Policies--Money Market
Portfolio--Illiquid Securities" and "Investment Objectives and
Policies--Illiquid Securities" in the Statement of Additional Information.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Money Market and Municipal Money Market Portfolios' investment
objectives and policies described above may be changed by the Fund's Board of
Directors without shareholder approval. The Portfolios may not, however, change
the following investment limitations (except as noted) without shareholder
approval. (A more detailed description of the following investment limitations,
together with other investment limitations that cannot be changed without a vote
of shareholders, is contained in the Statement of Additional Information under
"Investment Objectives and Policies.")

The Portfolios may not:

-14-

<PAGE>

1. Purchase securities of any one issuer, other than securities issued
or guaranteed by the U.S. Government or its agencies and
instrumentalities, if immediately after and as a result of such
purchase more than 5% of the value of a Portfolio's 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 a
Portfolio, except that up to 25% of the value of a Portfolio's total
assets may be invested without regard to such 5% limitation.

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 a 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 a 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 a
Portfolio's assets at the time of such borrowing; or purchase portfolio
securities while borrowings are in excess of 5% of a Portfolio's net
assets. (This borrowing provision is not for investment leverage, but
solely to facilitate management of a Portfolio's securities by enabling
a Portfolio to meet redemption requests where the liquidation of
portfolio securities is deemed to be disadvantageous or inconvenient.)

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. 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 invested in the obligations of issuers in the banking
industry, or in obligations, such as repurchase agreements, secured by
such obligations (unless 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.

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
addition to the fundamental investment limitations described above. These
limitations may be changed without a vote of shareholders of the Money Market
Portfolio.

-15-

<PAGE>

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 Rating Organization, are rated (at the time of
purchase) by two or more Rating Organizations in the highest rating
category for such securities, (ii) if rated by only one Rating
Organization, are rated by such Rating Organization 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 Securities 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 Securities, 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.

The Municipal Money Market Portfolio may not:

1. Purchase any securities which would cause, at the time of
purchase, more than 25% of the value of the total assets of the
Portfolio to be invested in the obligations of issuers in the same
industry.

In addition, the Portfolio may not, without shareholder approval,
change its policy of investing during normal market conditions at least 80% of
its net assets in obligations the interest on which is Tax-Exempt Interest or
AMT Interest.

PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

PURCHASE PROCEDURES

Cash Preservation Shares are sold without a sales load on a continuous
basis by the Distributor. The Distributor is located at 466 Lexington Avenue,
New York, New York. Investors may purchase Cash Preservation Shares by mail,
wire or exchange from

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<PAGE>

another Cash Preservation Class as described below. The minimum initial
investment in each Portfolio is $1,000. Subsequent investments must be at least
$100 ($1,000 if the investment is transmitted by wire). The Fund reserves the
right to reject any purchase order.

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.

Purchases will be effected at the net asset value next determined after
PFPC, the Fund's transfer agent, has received a purchase order in good order 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. 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. On any Business Day, orders which are
accompanied 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 the close of regular trading on the NYSE
(generally 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 the
close of regular trading on the NYSE on any Business Day of the Fund, will be
executed as of the close of regular trading on the NYSE 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 the close
of regular trading on the NYSE or later, and orders as to which payment has been
converted to Federal Funds as of the close of regular trading on the NYSE or
later on a Business Day will be processed as of 12:00 noon Eastern Time on the
following Business Day.

INITIAL INVESTMENT

BY MAIL - You may purchase Shares in either of the Cash Preservation
Classes by mail by completing and signing the attached application (the
"Application"), specifying the Portfolio in which you wish to invest, and
mailing it, together with a check payable to the order of "Cash Preservation" to
Cash Preservation Portfolios, c/o PFPC, P.O. Box 8916, Wilmington, Delaware
19899. The check must also specify the name of the Portfolio in which you wish
to invest. An Application will be returned to an investor unless it contains the
name of the Authorized Dealer from whom it was obtained.

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<PAGE>

BY BANK WIRE - You may purchase Shares in either of the Cash
Preservation Classes by having your bank wire Federal Funds to the Fund's
custodian, PNC Bank. Your bank may impose a charge for this service. The Fund
currently does not charge for effecting wire transfers but reserves the right to
do so in the future. In order to ensure prompt receipt of your Federal Funds
wire, it is important that you follow these steps:

A. Telephone the Fund's transfer agent, PFPC, toll-free (800) 430-9618
and provide your name, address, telephone number, Social Security or Tax
Identification Number, the Cash Preservation Class selected, the amount being
wired, and by which bank. PFPC will then provide you with a Fund account number.
(Investors with existing accounts should also notify PFPC prior to wiring
funds.)

B. Instruct your bank to wire the specified amount, together with your
assigned account number, to the custodian:

PNC Bank, N.A., Philadelphia, Pa.
ABA-0310-0005-3.
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. Complete and sign the Application and mail it to the address shown
thereon. PFPC will not process initial purchases until it receives a fully
completed and signed Application. An Application will be returned to an investor
unless it contains the name of the Authorized Dealer (a dealer who has entered
into a dealer agreement with the Distributor) from whom it was obtained
generally.

Federal Funds must be received by PFPC by 12:00 noon Eastern Time for
it to process an order as of 12:00 noon on such day. Federal Funds received
after 12:00 noon but prior to the close of regular trading on the NYSE
(generally 4:00 p.m. Eastern Time) on a Business Day will be processed as of the
close of regular trading on the NYSE on that Business Day but the Shares
acquired will not be entitled to receive dividends declared on such Business
Day. Federal Funds received after the close of regular trading on the NYSE on a
Business Day will be processed as of 12:00 noon Eastern Time on the following
Business Day.

BY PAYMENT FROM INSURANCE POLICIES - If you are a recipient of certain
insurance policy payments, you may purchase Shares by completing and signing an
Application, including the section which authorizes your insurance company to
forward policy payments to the Cash Preservation Class indicated on the
Application, and mailing it to PFPC at the address shown thereon.

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<PAGE>

An Application will be returned to an investor unless it contains the name of
the Authorized Dealer from whom it was obtained.

Cash Preservation Shares may be purchased in conjunction with
individual retirement accounts ("IRAs") and rollover IRAs where PNC Bank acts as
custodian. For further information as to applications and annual fees, contact
the Distributor or an Authorized Dealer. To determine whether the benefits of an
IRA are available and/or appropriate, an investor should consult with a tax
adviser.

SUBSEQUENT INVESTMENTS

Once an account has been opened, additional investments may be made by
mail, wire, exchange, or the automatic investment program. The minimum
subsequent investment is $100 ($1,000 if payment is by wire).

BY MAIL - Payment may be made by check or a Federal Reserve Draft
payable to the order of "Cash Preservation." The check or draft must also
specify the name of the Portfolio in which you wish to invest. Mail your payment
to Cash Preservation c/o PFPC, P.O. Box 8950, Wilmington, Delaware 19899.
Federal Reserve Drafts are available at national banks or any state bank which
is a member of the Federal Reserve System.

BY BANK WIRE - Follow steps A and B above given under "Initial
Investment - By Bank Wire."

BY EXCHANGE - Follow the procedures given under "Redemption and
Exchange of Shares -- Exchange Privilege" below.

BY AUTOMATIC INVESTING - Additional investments may be made
automatically by authorizing PFPC to withdraw funds from your bank account.
Investors desiring to participate in the automatic investing program should call
PFPC at (800) 430-9618 to obtain the appropriate form.

REDEMPTION AND EXCHANGE OF SHARES

Redemption orders are effected at the net asset value per Share next
determined 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.

BY MAIL - An investor may redeem any number of Shares by sending a
written request, together with any share certificates issued to the investor, to
the Fund's transfer agent, PFPC, P.O. Box 8916, Wilmington, Delaware 19899
Attention: Cash Preservation Portfolios. It is recommended that such request be
sent by

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<PAGE>

registered or certified mail if share certificates accompany the request.
Redemption requests must be signed by each shareholder in the same manner as the
Shares are registered. Redemption requests for joint accounts require the
signature of each joint owner. On redemption requests of $5,000 or more, each
signature must be guaranteed according to the procedures described below under
"Exchange Privilege."

BY FUND CHECK - An investor may request that the Fund provide
redemption checks drawn on a particular Cash Preservation Class. SHAREHOLDERS
HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE FOR THIS CHECK WRITING PRIVILEGE
BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL REDEMPTION REQUESTS. Checks will
be sent only to the registered owner(s) and only to the address of record.
Investors may issue checks made payable to the order of any person in the amount
of $100 or more. The redemption is not effective until the check is processed
and cleared by the transfer agent, and dividends are earned until the redemption
is effected. Because dividends accrue daily, a check should not be used to close
an account as a small balance is likely to result. There is no charge to the
investor for redemption by check. If a shareholder who has check writing
privileges exchanges funds from one Cash Preservation Class into another Cash
Preservation Class, he or she will automatically receive a checkbook for the new
account (allow three to four weeks for delivery). The Fund or PNC Bank may
terminate this redemption service at any time, and neither shall incur any
liability for honoring checks, for effecting redemptions to pay checks, or for
returning checks which have not been accepted.

PAYMENT OF REDEMPTION PROCEEDS

Redemption proceeds will be mailed by check to your registered address
unless you have designated in your Application or Telephone Authorization Form
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
redemption request received prior to the close of regular trading on the NYSE
will result in redemption proceeds 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 $1,000. There is no maximum redemption 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.

ADDITIONAL REDEMPTION INFORMATION

The Fund ordinarily will make payment for all Shares redeemed within
seven days after receipt by the Fund's transfer agent of a request in proper
form. However, Shares purchased by check will not be redeemed for a period up to
fifteen days after

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<PAGE>

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 the Shares are redeemed, dividends on such Shares will accrue
and be payable, and an investor will be entitled to exercise all other rights of
beneficial ownership.

The Fund imposes no charge when Shares are redeemed. The Fund reserves
the right to redeem any account in a Cash Preservation Class involuntarily, on
thirty days' notice, if such account drops below $500 and during such 30-day
period the shareholder does not increase such account to at least $500. Payment
for Shares redeemed may be postponed or the right of redemption suspended as
provided by the rules of the Securities and Exchange Commission.

EXCHANGE PRIVILEGE

Shareholders who wish to exchange Shares of one Cash Preservation Class
for another Cash Preservation Class may do so by mail or by telephone. In
addition to exchanges between Cash Preservation Classes, shareholders may
exchange Shares of a Cash Preservation Class for shares of the RBB Class of the
Government Securities Portfolio (the "Participating Class") by mail or telephone
provided they have completed the appropriate section of the Application
beforehand. Shares of the Participating Class may be acquired by exchange at the
next determined public offering price, including sales charges, if any,
applicable to such shares. In order to establish a systematic withdrawal plan
for the new account, an exchanging shareholder must file a written request. The
Fund and PFPC reserve the right to limit, amend or terminate these exchange
privileges at any time upon 60 days written notice to shareholders. No exchange
fee is currently imposed for exchanges; however, the Fund reserves the right to
charge shareholders an exchange fee of $5.00 for each exchange. In the case of
shareholders holding share certificates, the certificates must accompany the
request for an exchange. An exchange of Shares will be treated as a sale for
federal tax purposes.

DETAILED INSTRUCTIONS REQUIRED. A request for an exchange of Shares
must be sufficiently detailed to enable PFPC to complete the exchange in
accordance with the shareholder's wishes. The request must name the Portfolio
and account number from which the exchange is to be made. It must also name the
Portfolio to which the exchange is to be made and the account number, if to an
existing account. The request must specify the amount of money or Shares to be
exchanged. New accounts will be established with the same registration and
address, and with the same options as the account from which the exchange is
made -- an Application is not needed. If the registration or address of the

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<PAGE>

new account is to be different in any respect, the request must be in writing
with all signatures guaranteed. A signature guarantee may be obtained from a
domestic bank or trust company, broker, dealer, clearing agency or savings
associations who are participants in a medallion program recognized by the
Securities Transfer Association. The three recognized medallion programs are the
Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion
Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program
(MSP). Signature guarantees that are not part of these programs will not be
accepted.

EXCHANGE BY MAIL - Send a written request (together with any share
certificates issued to the investor) to: Cash Preservation c/o PFPC, P.O. Box
8916, Wilmington, Delaware 19899. The request must be signed by all shareholders
exactly as their names appear on the Fund's records.

ACCOUNT MINIMUMS. If the exchange is to a new account, the dollar value
of Shares acquired must equal or exceed the Portfolio's minimum for a new
account; if to an existing account, the dollar value must equal or exceed the
Portfolio's minimum for subsequent investments. If any amount remains in the
Cash Preservation Class from which the exchange is being made, such amount must
not drop below the minimum account value required by that Portfolio.

TELEPHONE TRANSACTIONS

Shareholders are automatically provided with this option when opening
an account, unless they indicate on the Application that they do not wish to use
this privilege. SHAREHOLDERS HOLDING SHARE CERTIFICATES MAY NOT REDEEM OR
EXCHANGE SHARES BY TELEPHONE BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL
EXCHANGE AND REDEMPTION REQUESTS. 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 PFPC. This form is available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to request the redemption or exchange by calling (800) 430-9618.
Neither the Fund, the Portfolios, the Distributor, PFPC nor any other Fund
Agent, will be liable for any loss, liability, cost or expense for following the
Fund's telephone transaction procedures described below or for following
instructions communicated by telephone that they reasonably believe to be
genuine.

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<PAGE>

to complete a telephone transaction form, listing all of the above caller
identification information; (4) permitting exchanges only if the two account
registrations are identical; (5) 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 owners of record at the bank account of record; (6) sending a
written confirmation for each telephone transaction to the owners of record at
the address of record within five (5) business days of the call; and (7)
maintaining tapes of telephone transactions for six months, if the fund elects
to record shareholder telephone transactions. For accounts held of record by
broker-dealers (other than the Distributor), financial institutions, securities
dealers, financial planners or other industry professionals, trustee, custodian
or other agent, additional documentation or information regarding the scope of a
caller's authority is required. Finally, for telephone transactions in accounts
held jointly, additional information regarding other account holders is
required. Telephone transactions will not be permitted in connection with IRA or
other retirement plan accounts or by attorney-in-fact under power of attorney.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value per share of each class of the Portfolios for the
purpose of pricing purchase and redemption orders is determined twice each day,
once as of 12:00 noon Eastern Time and once as of the close of regular trading
on the NYSE on each weekday with the exception of those holidays on which either
the NYSE or the FRB is closed. Currently, the NYSE, is closed on weekends and
the customary national business holidays of New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday. The
FRB is currently closed on weekends and the same holidays on which the NYSE is
closed, as well as Veterans' Day and Columbus Day. The net asset value per share
of each class of a Portfolio is calculated by adding the value of the
proportionate interest of the class in the Portfolio's securities, cash and
other assets, deducting the actual and accrued liabilities of the class and
dividing the result by the number of outstanding shares of the class.

The Fund seeks to maintain for each of the Portfolios a net asset value
of $1.00 per share for purposes of purchases and redemptions and values its
portfolio securities 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.

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<PAGE>

With the approval of the Board of Directors, a Portfolio may use a
pricing service, bank or broker-dealer experienced in such matters to value the
Portfolio'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
operates or proposes to operate twenty-two separate investment portfolios. Each
of the Cash Preservation Classes represents interests in one of the following
such investment portfolios: the Money Market Portfolio and the Municipal Money
Market Portfolio.

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly-owned subsidiary of PNC Bank, serves as the investment
adviser for each of the Portfolios. 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-adviser for each of the Portfolios.
PNC Bank and its predecessors have been in the business of managing the
investments of fiduciary and other accounts in the Philadelphia area since 1847.
PNC Bank and its subsidiaries currently manage over $38.7 billion of assets, of
which approximately $35.2 billion are mutual funds. PNC Bank, a national bank
whose principal business address is 1600 Market Street, Philadelphia,
Pennsylvania 19103, is a wholly-owned subsidiary of PNC Bancorp, Inc. PNC
Bancorp, Inc. is a bank holding company and a wholly-owned subsidiary of PNC
Bank Corp., a multibank holding company.

As investment adviser to the Portfolios, PIMC manages such Portfolios
and is responsible for all purchases and sales of portfolio securities. PIMC
also assists generally in supervising the operations of the Portfolios, and
maintains the Portfolios' financial accounts and records. PNC Bank, as
sub-adviser, provides research and credit analysis and provides PIMC with
certain other services. In entering into Portfolio transactions for a Portfolio
with a broker, PIMC may take into account the sale by such broker of shares of
the Fund, subject to the requirements of best execution.

For the services provided to and expenses assumed by it with respect to
the Money Market Portfolio, PIMC is entitled to receive the following fees,
computed daily and payable monthly based on a Portfolio's average daily net
assets: .45% of the

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<PAGE>

first $250 million; .40% of the next $250 million; and .35% of net assets in
excess of $500 million. For the services provided to and expenses assumed by it
with respect to the Municipal Money Market Portfolio, PIMC is entitled to
receive the following fees, computed daily and payable monthly based on the
Portfolio's average daily net assets: .35% of the first $250 million; .30% of
the next $250 million; and .25% 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 any Portfolio. For its sub-advisory
services, 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 a Portfolio. Such
sub- advisory fees have no effect on the advisory fees payable by each Portfolio
to PIMC. In addition, PIMC may from time to time enter into an agreement with
one of its affiliates pursuant to which it delegates some or all of its
accounting and administrative obligations under its advisory agreements with the
Fund relating to any Portfolio. Any such arrangement would have no effect on the
advisory fees payable by each Portfolio to PIMC.

For the Fund's fiscal year ended August 31, 1997, the Fund paid
investment advisory fees aggregating .22% and .04% of the average net assets of
the Money Market Portfolio and the Municipal Money Market Portfolio,
respectively. For that same period, PIMC waived approximately .15% and .29% of
the average net assets of the Money Market Portfolio and the Municipal Money
Market Portfolio.

ADMINISTRATOR

PFPC serves as the administrator for the Municipal Money Market
Portfolio and generally assists the Portfolio in all aspects of its
administration and operation, including matters relating to the maintenance of
financing records and accounting. PFPC is entitled to an administration fee,
computed daily and payable monthly at a rate of .10% of the average daily net
assets of the Municipal 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
agreements 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
Portfolios. The services provided and the fees payable by the Fund for these
services are described in the Statement of

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<PAGE>

Additional Information under "Investment Advisory, Distribution and Servicing
Arrangements."

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc. with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor of the
Shares of each of the Cash Preservation Classes of the Fund pursuant to a
distribution agreement and various supplements thereto (collectively, the
"Distribution Agreements").

EXPENSES

The expenses of each Portfolio are deducted from the total income of
such Portfolio before dividends are paid. 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
on the relative net assets of the investment portfolios at the time such
expenses were accrued. The Cash Preservation Classes of the Fund pay their own
distribution fees, and may pay a different share than other classes of the Fund
of other expenses (excluding advisory and custodial fees) if these expenses are
actually incurred in a different amount by the Cash Preservation Classes or if
they receive different services.

The investment adviser may assume additional expenses of the Portfolios
from time to time. In certain circumstances, it may assume such expenses on the
condition that it is reimbursed by the Portfolios 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 lowering yield to
investors.

For the Fund's fiscal year ended August 31, 1996 the Fund's total
expenses were 10.68% of the average daily net assets with respect to the Cash
Preservation Class of the Money Market Portfolio (not taking into account
waivers and reimbursements of 9.73%) and were 26.58% of the average daily net
assets with respect to the Cash Preservation Class of the Municipal Money Market
Portfolio (not taking into account waivers and reimbursements of 25.60%).

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

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<PAGE>

Preservation 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
relevant Cash Preservation Class. The actual amount of such compensation under
the Plans is agreed upon by the Fund's Board of Directors and by the
Distributor. Under each of the Distribution Agreements, the Distributor has
agreed to accept compensation for its services thereunder and under the relevant
Plan in the amount of .40% on an annualized basis of the average daily net
assets of the relevant Cash Preservation Class in any year. Such compensation
may be increased, up to the amount permitted in the Plan, with the approval of
the Fund's Board of Directors. Pursuant to the conditions of an exemptive order
granted by the Securities and Exchange Commission (the "SEC"), the Distributor
has agreed to waive its fee with respect to a Cash Preservation Class on any day
to the extent necessary to assure that the fee required to be accrued by such
Class does not exceed the income of such 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 each of the Distribution Agreements and the relevant Plan, the
Distributor may reallocate an amount up to the full fee that it receives to
financial institutions, including to Authorized Dealers, based upon the
aggregate investment amounts maintained by and services provided to shareholders
of any relevant Class serviced by such financial institutions. The Distributor
may also reimburse Authorized Dealers for other expenses incurred in the
promotion of the sale of Fund shares. The Distributor and/or Authorized 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 expenses.

Each of the Plans obligates the Fund, during the period it is in
effect, to accrue and pay to the Distributor on behalf of each Cash Preservation
Class the fee agreed to under the relevant Distribution Agreement. Payments
under the Plans are not based on expenses actually incurred by the Distributor,
and the payments may exceed distribution expenses actually incurred.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of each of the Portfolios to each
Portfolio's shareholders. All distributions are reinvested in the form of
additional full and fractional Shares of the relevant Cash Preservation Class
unless a shareholder elects otherwise.

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<PAGE>

The net investment income (not including any net short-term capital
gains) earned by each 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 the close of regular
trading on the NYSE. Net short-term capital gains, if any, will be distributed
at least annually.

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, investors in the Portfolios should consult their tax advisers with
specific reference to their own tax situation.

Each Portfolio will elect to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. So long as
a Portfolio qualifies for this tax treatment, it 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 interest dividends" or
that are treated as a return of capital) regardless of whether such
distributions are paid in cash or reinvested in additional shares. Neither of
the Portfolios intends to make distributions that will be eligible for the
corporate dividends received deduction.

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of either
Portfolio, and out of the portion of such net capital gain that constitutes
mid-term capital gain, will be taxed to shareholders as long-term capital gain
or mid-term capital gain, as the case may be, 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 current nominal maximum
marginal rate on ordinary income for individuals, trusts and estates is
generally 39%, while the maximum rate imposed on mid-term and other long-term
capital gain of such taxpayers is 28% and 20%, respectively. Corporate taxpayers
are taxed at the same rates on both ordinary income and capital gains.

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<PAGE>

tax returns and that in two circumstances such amounts, while exempt from
regular federal income tax, are subject to federal alternative minimum tax at a
rate of up to 28% in the case of individuals, trusts and estates, and 20% in the
case of corporate taxpayers. First, tax-exempt interest and "exempt interest
dividends" derived from certain private activity bonds issued after August 7,
1986, will generally constitute an item of tax preference for corporate and
noncorporate taxpayers in determining alternative minimum and environmental tax
liability. Although it does not currently intend to do so, the Municipal Money
Market Portfolio may invest up to 100% of its net assets in such private
activity bonds. Secondly, tax-exempt interest and "exempt interest dividends"
derived from all Municipal Obligations must be taken into account by corporate
taxpayers in determining their adjusted current earnings adjustment for federal
alternative minimum tax purposes. Investors should additionally be aware of the
possibility of state and local alternative minimum income tax liability, in
addition to federal alternative minimum tax. Shareholders who are recipients of
Social Security Act or Railroad Retirement Act benefits should further note that
tax-exempt interest and "exempt interest dividends" derived from all types of
Municipal Obligations will be taken into account in determining the taxability
of their benefit payments.

The Municipal Money Market Portfolio will determine annually the
percentages of its net investment income which are exempt from the regular
federal income tax, which constitute an item of tax preference for purposes of
the federal alternative minimum tax, and which are fully taxable and will apply
such percentages uniformly to all distributions declared from net investment
income during that year. These percentages may differ significantly from the
actual percentages for any particular day.

The Fund will send written notices to shareholders annually regarding
the tax status of distributions made by each Portfolio. Dividends declared in
October, November or December of any year payable to shareholders of record on a
specified date in such a month will be deemed to have been received by the
shareholders on December 31, provided such dividends are paid during January of
the following year. Each Portfolio intends to make sufficient actual or deemed
distributions prior to the end of each calendar year to avoid liability for
federal 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.

-29-

<PAGE>

qualified under Section 401 of the Code, H.R. 10 plans and individual retirement
accounts since such plans and accounts are generally tax-exempt and, therefore,
not only would not gain any additional benefit from such Portfolio's dividends
being tax-exempt but also such dividends would be taxable when distributed to
the beneficiary.

Future legislative or administrative changes or court decisions may
materially affect the tax consequences of investing in one or both Portfolios of
the Fund. Shareholders are also urged to consult their tax advisers concerning
the application of state and local income taxes to investments in the Fund which
may differ from the federal income tax consequences described above.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

The Fund offers multiple classes of shares in each of its Money Market
Portfolio and Municipal Money Market Portfolio to expand its marketing
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, which may affect performance. Each class of Common Stock of
the Fund has a separate Rule 12b-1 distribution plan. Under the Distribution
Agreements entered into with the Distributor and pursuant to each of the
distribution plans, the Distributor is entitled to receive from each class as
compensation for distribution services provided to that class a distribution fee
based on average daily net assets. 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. An
investor may contact the Fund's distributor by calling 1-800-888- 9723 to
request more information concerning other classes available.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE CASH PRESERVATION CLASSES OF THE
MONEY MARKET AND MUNICIPAL MONEY MARKET PORTFOLIOS AND DESCRIBE ONLY THE
INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS
RELATING TO THE CASH PRESERVATION CLASSES OF THESE PORTFOLIOS.

-30-

<PAGE>

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 except as required by the 1940 Act or other applicable law. The law
under certain circumstances provides shareholders with the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent required by law, the Fund will assist in shareholder communication in
such matters.

Holders of shares of each of the Portfolios 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 Additional Information under "Additional Information Concerning
Fund Shares" for examples of when the 1940 Act requires voting by investment
portfolio or 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 November 15, 1997, 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.

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 (800) 430-9618.

-31-

<PAGE>

(This Page Intentionally Left Blank)

-32-

<PAGE>

================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR
ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND OR
BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.

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

CONTENTS

PAGE
INTRODUCTION................................................................ 3
FINANCIAL HIGHLIGHTS........................................................ 7
INVESTMENT OBJECTIVES AND POLICIES.......................................... 11
INVESTMENT LIMITATIONS...................................................... 19
PURCHASE AND REDEMPTION OF SHARES........................................... 22
NET ASSET VALUE............................................................. 27
DISTRIBUTION OF SHARES...................................................... 28
SHAREHOLDER SERVICING....................................................... 29
MANAGEMENT.................................................................. 29
DIVIDENDS AND DISTRIBUTIONS................................................. 33
TAXES....................................................................... 33
DESCRIPTION OF SHARES....................................................... 35
OTHER INFORMATION........................................................... 37

INVESTMENT ADVISER
PNC Institutional Management Corporation
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

================================================================================

================================================================================
THE SANSOM
STREET
FAMILY

MONEY MARKET PORTFOLIO

MUNICIPAL MONEY
MARKET PORTFOLIO

AND

GOVERNMENT OBLIGATIONS
MONEY MARKET PORTFOLIO

Prospectus
December 1, 1997

================================================================================
<PAGE>

THE SANSOM STREET FAMILY
OF
THE RBB FUND, INC.

The Sansom Street Family consists of three classes of common stock of The
RBB Fund, Inc. (the "Fund"), an open-end management investment company. The
shares of the Sansom Street Classes offered by this Prospectus represent
interests in a taxable money market portfolio, a municipal money market
portfolio and a U.S. Government obligations money market portfolio. The
investment objectives of each investment portfolio described in this Prospectus
are as follows:

MONEY MARKET PORTFOLIO -- 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.

MUNICIPAL MONEY MARKET PORTFOLIO -- to provide as high a level of
current interest income exempt from federal income taxes as is consistent
with maintaining liquidity and stability of principal. It seeks to achieve
such objective by investing substantially all of its assets in a
diversified portfolio of short-term Municipal Obligations. "Municipal
Obligations" are obligations issued by or on behalf of states, territories
and possessions of the United States, the District of Columbia, and their
political subdivisions, agencies, instrumentalities and authorities. During
periods of normal market conditions, at least 80% of the net assets of the
Portfolio will be invested in Municipal Obligations, the interest on which
is exempt from the regular federal income tax but which may constitute an
item of tax preference for purposes of the federal alternative minimum tax.

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO -- 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 short-term U.S. Treasury bills, notes and other obligations
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and repurchase agreements relating to such obligations.

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

<PAGE>

ASSURANCE THAT THE PORTFOLIOS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

PNC Institutional Management Corporation serves as investment adviser for
these Portfolios, and PNC Bank, National Association serves as sub-adviser for
the Portfolios and custodian for the Fund. PFPC Inc. serves as the administrator
of the Municipal Money Market Portfolio and as transfer and dividend disbursing
agent for the Fund. Counsellors Securities Inc. acts as distributor for the
Fund.

Sansom Street Shares are sold by the Fund's distributor to customers
maintaining accounts with banks affiliated with PNC Bank Corp. (the "Banks").
Sansom Street Shares will be sold to customers, including individuals, trusts,
partnerships and corporations, who maintain accounts (such as custody, trust or
escrow accounts) with the Banks, and who have authorized the Banks to invest in
the Fund. Shares are sold and redeemed without any purchase or redemption charge
imposed by the Fund, although the Banks may receive compensation from the Fund
and charge their customer accounts for services provided in connection with the
purchase or redemption of shares. See "Shareholder Servicing." Sansom Street
Shares are also sold through dealers that have entered into a dealer agreement
with the Fund's Distributor.

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 December 1, 1997, 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. The Prospectus and Statement of
Additional Information are also available for reference, along with other
related materials, on the SEC Internet Website (http://www.sec.gov).

PROSPECTUS DECEMBER 1, 1997

-2-

<PAGE>

INTRODUCTION

The RBB Fund, Inc. is an open-end management investment company
incorporated under the laws of the State of Maryland on February 29, 1988. The
Fund is currently operating or proposing to operate twenty-two separate
investment portfolios. Each of the three classes (collectively, the "Sansom
Street Classes") of the Fund's shares (collectively, the "Sansom Street Shares"
or "Shares") offered by this Prospectus represents interests in one of the
following investment portfolios: the Money Market Portfolio, the Municipal Money
Market Portfolio and the Government Obligations Money Market Portfolio
(collectively, the "Portfolios").

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 which present minimal credit risks. In
pursuing 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 MUNICIPAL MONEY MARKET PORTFOLIO'S investment objective is to provide
as high a level of current interest income exempt from federal income taxes as
is consistent with maintaining liquidity and stability of principal. To achieve
this objective the Municipal Money Market Portfolio invests substantially all of
its assets in a diversified portfolio of short-term Municipal Obligations which
meet certain ratings criteria and which present minimal credit risks. During
periods of normal market conditions, at least 80% of the net assets of the
Portfolio will be invested in Municipal Obligations, the interest on which is
exempt from the regular federal income tax but which may constitute an item of
tax preference for purposes of the federal alternative minimum tax.

The GOVERNMENT OBLIGATIONS 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. To achieve its objective, the
Government Obligations Money Market Portfolio invests exclusively in short-term
U.S. Treasury bills, notes and other obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities, and enters into repurchase
agreements relating to such obligations.

Each of the Portfolios seeks to maintain a net asset value of $1.00 per
share; however, there can be no assurance that the

-3-

<PAGE>

Portfolios will be able to maintain a stable net asset value of $1.00 per share.

The Portfolios' investment adviser is PNC Institutional Management
Corporation ("PIMC"). PNC Bank, National Association ("PNC Bank") serves as
sub-adviser to the Portfolios and as custodian to the Fund, and PFPC Inc.
("PFPC") serves as administrator to the Municipal Money Market Portfolio and
transfer and dividend disbursing agent to the Fund. Counsellors Securities Inc.
(the "Distributor") acts as distributor of the Fund's shares.

An investment in any of the Portfolios is subject to certain risks, as set
forth in detail under "Investment Objectives and Policies." Some or all of the
Portfolios, to the extent set forth under "Investment Objectives and Policies,"
may engage in the following investment practices: the use of repurchase
agreements and reverse repurchase 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 transactions involve certain special risks, as set forth under
"Investment Objectives and Policies."

For detailed information of how to purchase or redeem Sansom Street Shares,
please refer to the section of this Prospectus entitled "Purchase and Redemption
of Shares."

-4-

<PAGE>

FEE TABLE

The Fee Table below contains a summary of the annual operating expenses
incurred by the Sansom Street Class of the Money Market Portfolio for the fiscal
year ended August 31, 1997 as a percentage of average daily net assets. The
figures shown for the Sansom Street Classes of the Municipal Money Market
Portfolio and Government Obligations Money Market Portfolio are based on
expenses expected to be incurred by such Classes of these Portfolios in the
current fiscal period in the event that Shares of these Classes are offered to
the public. No shares of these Classes were offered during the fiscal year ended
August 31, 1997. An example based on the summary is also shown.

ANNUAL FUND OPERATING EXPENSES (SANSOM STREET CLASSES)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS

GOVERNMENT
MUNICIPAL OBLIGATIONS
MONEY MARKET MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO PORTFOLIO
------------ ------------ ------------
Management Fees (after waivers)(1)...... .22% .04% .30%
12b-1 Fees(1) .......................... .06 .05 .05
Other Expenses.......................... .21 .30 .24
--- --- ---
Total Fund Operating Expenses
(Sansom Street Classes)
(after waivers)(1).................... .49% .39% .59%
==== ==== ===

(1) Management Fees and 12b-1 Fees are each based on average daily net assets
and are calculated daily and paid monthly. Before waivers for the Money
Market Portfolio, Municipal Money Market Portfolio and Government
Obligations Money Market Portfolio, Management Fees would be .37%, .33% and
.41%, respectively, and Total Fund Operating Expenses would be .64%, .68%
and .70%, respectively.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Money Market*............................ $5 $16 $27 $61
Municipal Money Market*.................. $4 $13 $22 $49
Government Obligations Money Market*..... $6 $19 $33 $74

* Other classes of these Portfolios are sold with different fees and expenses.

-5-

<PAGE>

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Sansom Street Classes of the
Fund will bear directly or indirectly. (For more complete descriptions of the
various costs and expenses, see "Management--Investment Adviser and Sub-
Adviser," "Distribution of Shares" and "Shareholder Servicing" below.) Expense
figures are based on actual costs and fees charged to each class. The Fee Table
reflects a voluntary waiver of Management Fees for each Portfolio. However,
there can be no assurance that any future waivers of Management Fees will not
vary from the figures reflected in the Fee Table. In addition, the investment
adviser is currently voluntarily assuming additional expenses of the Money
Market Portfolio. There can be no assurance that the investment adviser will
continue to assume such expenses. Assumption of additional expenses will have
the effect of lowering a Portfolio's overall expense ratio and increasing its
yield to investors.

From time to time a 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 a Portfolio refers to the income
generated by an investment in a Portfolio over a seven-day period (which period
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 percentage 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 Municipal Money Market
Portfolio's "tax-equivalent yield" may also be quoted from time to time, which
shows the level of taxable yield needed to produce an after-tax equivalent to
such Portfolio's tax-free yield. This is done by increasing the Portfolio's
yield (calculated as above) by the amount necessary to reflect the payment of
federal income tax at a stated tax rate.

The yield of any investment is generally a function of portfolio quality
and maturity, type of investment, operating expenses and market conditions. The
yield on Shares of each of the Sansom Street Classes will fluctuate and is not
necessarily representative of future results. Any fees charged by the Banks or
broker/dealers directly to their customers in connection with investments in a
Portfolio are not reflected in the yields on a Portfolio's Shares, and such
fees, if charged, will reduce the actual return received by shareholders on
their investments. The yield on Shares of Sansom Street Classes 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 of the
classes of that Portfolio.

-6-

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The table below sets forth certain information concerning the investment
results of the Sansom Street Classes for the periods indicated. The financial
data included in this table for each of the periods ended August 31, 1993
through August 31, 1997 are part of the Fund's financial statements for each of
the Portfolios, which have been incorporated by reference into the Statement of
Additional Information and have been audited by Coopers & Lybrand L.L.P.
("Coopers"), the Fund's independent accountants. The financial data for each
such Portfolio for the periods ended August 31, 1989, 1990, 1991 and 1992 are a
part of previous financial statements audited by Coopers. No financial data for
the periods ended August 31, 1994, 1995, 1996 and 1997 are included for the
Sansom Street Class of the Municipal Money Market Portfolio as no shares of such
Class had been sold to the public during these periods and for the Sansom Street
Class of the Government Obligations Money Market Portfolio as such Class ceased
operations on December 4, 1991. The financial data included in the table should
be read in conjunction with the financial statements and notes thereto. Further
information about the performance of the Portfolios is available in the Annual
Report to Shareholders. Both the Statement of Additional Information and the
Annual Report to Shareholders may be obtained free of charge by calling the
telephone number on page 1 of this Prospectus.

-7-

<PAGE>

SANSOM STREET CLASSES

THE SANSOM STREET FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

MONEY MARKET PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993 1992 1991
--------- ---------- ---------- ---------- ---------- ---------- ----------

Net asset value,
beginning of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- -------- -------- --------

Income from investment
operations:
Net investment income.... 0.0510 0.0518 0.0543 0.0334 0.0304 0.0435 0.0684
Net gains on securities
(both realized and
unrealized) .......... -- -- -- -- -- 0.0007 --
-------- -------- -------- -------- -------- -------- --------

Total from investment
operations......... 0.0510 0.0518 0.0543 0.0334 0.0304 0.0442 0.0684
-------- -------- -------- -------- -------- -------- --------
Less distributions
Dividends (from net
investment income)..... (0.0510) (0.0518) (0.0543) (0.0334) (0.0304) (0.0435) (0.0684)
Distributions (from
capital gains)......... -- -- -- -- -- (0.0007) --
-------- -------- -------- -------- -------- -------- --------
Total distributions.. (0.0510) (0.0518) (0.0543) (0.0334) (0.0304) (0.0442) (0.0684)
-------- -------- -------- -------- -------- -------- --------

Net asset value,
end of period .......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ======== ========

Total return............... 5.22% 5.30% 5.57% 3.39% 3.08% 4.51% 7.06%
Ratios/Supplemental Data
Net assets, end of
period (000) .......... $570,018 $524,359 $441,614 $373,745 $190,794 $228,079 $138,418
Ratios of expenses to
average net assets..... .49%(a) .48%(a) .39%(a) .39%(a) .34%(a) .35%(a) .37%(a)
Ratios of net investment
income to average
net assets............. 5.10% 5.18% 5.43% 3.34% 3.04% 4.35% 6.84%

</TABLE>

FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE (COMMENCEMENT OF
YEAR ENDED OPERATIONS) TO
AUGUST 31, AUGUST 31,
1990 1989
------------- ---------------

Net asset value,
beginning of period.... $ 1.00 $ 1.00
-------- -------

Income from investment
operations:
Net investment income.... 0.0810 0.0818
Net gains on securities
(both realized and
unrealized) .......... -- --
-------- -------

Total from investment
operations......... 0.0810 0.0818
-------- -------
Less distributions
Dividends (from net
investment income)..... (0.0810) (0.0818)
Distributions (from
capital gains)......... -- --
-------- -------
Total distributions.. (0.0810) (0.0818)
-------- -------

Net asset value,
end of period .......... $ 1.00 $ 1.00
======== =======

Total return............... 8.40% 9.25%(b)
Ratios/Supplemental Data
Net assets, end of
period (000) .......... $106,743 $79,656
Ratios of expenses to
average net assets..... .47%(a) .50%(a)(b)
Ratios of net investment
income to average
net assets............. 8.10% 9.04%(b)
<FN>

(a) Without the waiver of advisory fees and without the reimbursement of
certain operating expenses, the ratios of expenses to average net assets
for the Money Market Portfolio would have been .64%, .65%, .59%, .60%,
.60%, .61%, .61% and .73% for the years ended August 31, 1997, 1996, 1995,
1994, 1993, 1992, 1991, and 1990, respectively, and .83% annualized for the
period ended August 31, 1989.

(b) Annualized

</FN>

</TABLE>

-8-

<PAGE>

SANSOM STREET CLASSES

THE SANSOM STREET FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)(d)

<TABLE>
<CAPTION>
MUNICIPAL MONEY MARKET PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------
FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE FOR THE FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUGUST 31, 1993 AUGUST 31, 1992 AUGUST 31, 1991 AUGUST 31, 1990 AUGUST 31, 1989
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>

Net asset value,
beginning of period...... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ---------- ----------- ----------- -----------

Income from investment
operations:
Net investment income...... 0.0233 0.0325 0.0471 0.0559 0.0537
Net gains on securities (both
realized and unrealized). -- -- -- -- --
-------- ---------- ----------- ----------- -----------

Total from investment
operations........... 0.0233 0.0325 0.0471 0.0559 0.0537
-------- ---------- ----------- ----------- -----------
Less distributions
Dividends (from net
investment income)....... (0.0233) (0.0325) (0.0471) (0.0559) (0.0537)
Distributions (from capital
gains)................... -- -- -- -- --
-------- ---------- ----------- ----------- -----------
Total distributions.... (0.0233) (0.0325) (0.0471) (0.0559) (0.0537)
-------- ---------- ----------- ----------- -----------

Net asset value,
end of period............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ========== =========== =========== ===========

Total return................. 2.35% 3.30% 4.81% 5.74% 5.99%(b)
Ratios/Supplemental Data
Net assets, end of
period (000)............. $ 928 $3,025,781 $15,289,016 $24,781,689 $21,470,715
Ratios of expenses to
average net assets....... .39%(a) .39%(a) .34%(a) .38%(a) .50%(a)(b)
Ratios of net investment
income to average
net assets............... 2.33% 3.25% 4.71% 5.59% 5.93%(b)
<FN>

(a) Without the waiver of advisory, administration, and transfer agency fees
and without the reimbursement of certain operating expenses, the ratios of
expenses to average net assets for the Municipal Money Market Portfolio is
not reported for the periods ended August 31, 1997, 1996, 1995 and 1994 and
would have been 3.02%, .87%, .73% and .77% for the years ended August 31,
1993, 1992, 1991, and 1990, respectively, and .95% annualized for the
period ended August 31, 1989.

(b) Annualized.

(d) No Shares of this class had been sold to the public during the periods
ended August 31, 1997, 1996, 1995 and 1994.

</FN>

</TABLE>

-9-

<PAGE>

SANSOM STREET CLASSES

THE SANSOM STREET FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
- ------------------------------------------------------------------------------------------------------------
FOR THE PERIOD
OCTOBER 18, 1988
FOR THE FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUGUST 31, 1992(d) AUGUST 31, 1991 AUGUST 31, 1990 AUGUST 31, 1989
------------------ --------------- --------------- ---------------
<S> <C> <C> <C> <C>

Net asset value,
beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ----------- ----------- -----------

Income from investment operations:
Net investment income......... 0.0153 0.0699 0.0843 0.0816
Net gains on securities (both
realized and unrealized).... -- -- -- --
----------- ------------- ------------- -------------

Total from investment
operations.............. 0.0153 0.0699 0.0843 0.0816
----------- ----------- ----------- -----------
Less distributors
Dividends (from net investment
income)..................... (0.0153) (0.0699) (0.0843) (0.0816)
Distributions (from capital
gains)...................... -- -- -- --
----------- ------------- ------------- -------------
Total distributions....... (0.0153) (0.0699) (0.0843) (0.0816)
----------- ----------- ----------- -----------

Net asset value, end of period.. $ 1.00 $ 1.00 $ 1.00 $ 1.00
=========== =========== =========== ===========

Total return.................... 6.02%(b) 7.23% 8.79% 9.31%(b)
Ratios/Supplemental Data
Net assets, end of
period (000)................ -- $ 125 $ 125 $ 125
Ratios of expenses to average
net assets.................. --(a) --(a) --(a) --(a)
Ratios of net investment income
to average net assets....... 5.85% 6.99% 8.43% 8.91%(b)

<FN>
(a) Without the waiver of advisory, distribution and transfer agency fees and
without the reimbursement of certain operating expenses, the ratios of
expenses to average net assets for the Government Obligations Money Market
Portfolio is not reported for the periods ended December 4, 1991, August
31, 1991, 1990 and 1989 as no shares of the Sansom Street Class of that
Portfolio had been sold to the public during such years.

(b) Annualized.

(d) This Class of shares ceased operations on December 4, 1991.

</FN>

</TABLE>

-10-

<PAGE>

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 days or less (exclusive of securities subject
to repurchase agreements). In pursuing its investment objective, the Money
Market Portfolio invests in a diversified portfolio of U.S. dollar-denominated
instruments, such as government, bank and commercial obligations, that may be
available in the money markets ("Money Market Instruments") and that meet
certain ratings criteria and present minimal credit risks to the Money Market
Portfolio. See "Eligible Securities." There is no assurance that the investment
objective of the Portfolio will be achieved. 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 deposit, bankers' acceptances and time deposits, including U.S.
dollar-denominated 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 foreign 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 in addition to those of domestic
issuers, including higher transaction costs, less complete financial
information, less stringent requirements and less market liquidity. The
Portfolio may also make interest-bearing savings deposits in commercial and
savings banks in amounts not in excess 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 rating organization ("Rating Organization"). These rating
categories are described in the Appendix to the Statement of Additional
Information. The Portfolio may also purchase 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.

-11-

<PAGE>

counterpart of a U.S. corporation, and in Europaper, which is U.S.
dollar-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 instruments that permit the indebtedness thereunder
to vary and provide for periodic 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 specified periods not
exceeding 13 months, depending upon the note involved) to demand payment of the
principal of a note. The notes are not typically rated by credit rating
agencies, 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 continuing 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 repurchase agreement may have stated maturities exceeding 13
months, provided the repurchase agreement itself matures in less than 13 months.
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. Government 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.

-12-

<PAGE>

private companies. Asset-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 asset-backed security's stated maturity may be shortened,
and the security's total return may be difficult to predict precisely. Such
difficulties are not expected, however, to have a significant effect on the
Portfolio since the remaining maturity of any asset-backed security acquired
will be 13 months or less. Asset-backed securities are considered an industry
for industry concentration purposes. See "Investment Limitations." In periods of
falling interest rates, the rate of mortgage prepayments tends to increase.
During these periods the reinvestment of proceeds by a portfolio will generally
be at lower rates than the rates on the prepaid obligations.

REVERSE REPURCHASE AGREEMENTS. The Portfolio may enter into reverse
repurchase agreements with respect to portfolio securities. A reverse repurchase
agreement involves a sale by a Portfolio of securities that it holds
concurrently with an agreement by the Portfolio to repurchase them at an agreed
upon time and price. 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 Portfolio is obligated to repurchase. Reverse repurchase
agreements are considered to be borrowings by the Portfolio under the Investment
Company Act of 1940 (the "1940 Act").

MUNICIPAL OBLIGATIONS. In addition, the Portfolio may, when deemed
appropriate by its investment adviser in light of the Portfolio's investment
objective, invest without limitation in high quality, short-term Municipal
Obligations issued by state and local governmental issuers, the interest on
which may be taxable or tax-exempt for federal income tax purposes, provided
that such obligations carry yields that are competitive with those of other
types of Money Market Instruments of comparable quality. For a more complete
discussion of Municipal Obligations, see "Investment Objectives and Policies --
Municipal Money Market Portfolio -- Municipal Obligations."

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by commitments" with
respect to Municipal Obligations held in its

-13-

<PAGE>

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 received. 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 conditions. 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 investment
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 purchase in the two highest rating categories by
one or more Rating Organizations (e.g., commercial paper rated "A-1" or "A-2" by
Standard & Poor's Ratings Services ("S&P")), (3) securities that are rated at
the time of purchase by the only Rating Organization rating the security in one
of its two highest rating categories for such securities and (4) securities that
are not rated and are issued by an issuer that does not have comparable
obligations rated by a Rating Organization ("Unrated Securities"), provided that
such securities are determined to be of comparable quality to eligible rated
securities. For a more complete description of eligible securities, see
"Investment Objectives and Policies" in the Statement of Additional Information.

-14-

<PAGE>

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 limitation. 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.

MUNICIPAL MONEY MARKET PORTFOLIO

The Municipal Money Market Portfolio's investment objective is to provide
as high a level of current interest income exempt from federal income taxes as
is consistent with maintaining liquidity and relative stability of principal.
The Municipal Money Market Portfolio invests substantially all of its assets in
a diversified portfolio of short-term Municipal Obligations, the interest on
which, in the opinion of bond counsel or counsel to the issuer, as the case may
be, is exempt from the regular federal income tax. During periods of normal
market conditions, at least 80% of the net assets of the Municipal Money Market
Portfolio will be invested in Municipal Obligations. Municipal Obligations
include securities the interest on which is Tax- Exempt Interest, although to
the extent the Portfolio invests in certain private activity bonds issued after
August 7, 1986 ("Alternative Minimum Tax Securities"), a portion of the interest
earned by the Portfolio may constitute an item of tax preference for purposes of
the federal alternative minimum tax ("AMT Interest"). There is no assurance that
the investment objective of the Portfolio will be achieved.

The Portfolio may hold uninvested cash reserves pending investment during
temporary defensive periods or if, in the opinion of the Portfolio's investment
adviser, suitable obligations bearing Tax-Exempt Interest or AMT Interest are
unavailable. There is no percentage limitation on the amount of assets which may
be held uninvested during temporary defensive periods. Uninvested cash reserves
will not earn income.

-15-

<PAGE>

The two principal classifications of Municipal Obligations are "general
obligation" securities and "revenue" securities. General obligation securities
are secured by the issuer's pledge of its full faith, credit and taxing power
for the payment of principal and interest. Revenue securities are payable only
from the revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special excise tax or other specific
excise tax or other specific revenue source such as the user of the facility
being financed. Revenue securities include private activity bonds which are not
payable from the unrestricted revenues of the issuer. Consequently, the credit
quality of private activity bonds is usually directly related to the credit
standing of the corporate user of the facility involved.

Municipal Obligations may also include "moral obligation" bonds, which are
normally issued by special purpose public authorities. If the issuer of moral
obligation bonds is unable to meet its debt service obligations from current
revenues, it may draw on a reserve fund, the restoration of which is a moral
commitment but not a legal obligation of the state or municipality which created
the issuer.

Although the Municipal Money Market Portfolio may invest more than 25% of
its net assets in (i) Municipal Obligations whose issuers are in the same state,
(ii) Municipal Obligations the interest on which is paid solely from revenues of
similar projects and (iii) private activity bonds bearing Tax-Exempt Interest,
it does not currently intend to do so on a regular basis. To the extent the
Municipal Money Market Portfolio's assets are concentrated in Municipal
Obligations that are payable from the revenues of similar projects or are issued
by issuers located in the same state, the Portfolio will be subject to the
peculiar risks presented by the laws and economic conditions relating to such
states or projects to a greater extent than it would be if its assets were not
so concentrated.

-16-

<PAGE>

WHEN-ISSUED SECURITIES. The Portfolio may also purchase portfolio
securities on a "when-issued" basis as described under "Investment Objectives
and Policies--Money Market Portfolio-- When-Issued Securities."

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by commitments" with
respect to Municipal Obligations held in its portfolio as described under
"Investment Objectives and Policies --Money Market Portfolio--Stand-By
Commitments."

ELIGIBLE SECURITIES. The Municipal Money Market Portfolio will only
purchase "eligible securities" that present minimal credit risks as determined
by the Portfolio's investment adviser pursuant to guidelines adopted by the
Board of Directors. For a more complete description of eligible securities, see
"Investment Objectives and Policies--Money Market Portfolio--Eligible Securities
and "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 securities as described under "Investment Objectives and
Policies--Money Market Portfolio--Illiquid Securities" and "Investment
Objectives and Policies--Illiquid Securities" in the Statement of Additional
Information.

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

-17-

<PAGE>

obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, including mortgage-related securities. Obligations of certain
agencies and instru- mentalities of the U.S. Government, such as the Government
National Mortgage Association and the Export-Import Bank of the United States,
are supported by the full faith and credit of the U.S. Treasury; others, such as
those of the Federal National Mortgage Association, are supported by the right
of the issuer to borrow from the Treasury; others, such as those of the Student
Loan Marketing Association, are supported by the discretionary authority of the
U.S. Government to purchase the agency's obligations; still others, such as
those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage
Corporation, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored agencies or instrumentalities if it is not
obligated to do so under law. The Portfolio will invest in the obligations of
such agencies or instrumentalities only when the investment adviser believes
that the credit risk with respect thereto is minimal. There is no assurance that
the investment objective of the Portfolio will be achieved.

Due to fluctuations in interest rates, the market values of securities
issued or guaranteed by the U.S. Government, its agencies and instrumentalities
may vary. Certain government securities held by the Portfolio may have remaining
maturities exceeding 397 days if such securities provide for adjustments in
their interest rates not less frequently than every 397 days and the adjustments
are sufficient to cause the securities to have market values, after adjustment,
which approximate their par values.

REPURCHASE AGREEMENTS. The Portfolio may agree to purchase government
securities from financial institutions, subject to the seller's agreement to
repurchase them at an agreed-upon time and price ("repurchase agreements"). For
a more complete description of repurchase agreements, see "Investment Objectives
and Policies--Money Market Portfolio--Repurchase Agreements."

REVERSE REPURCHASE AGREEMENTS. The Portfolio may borrow funds by entering
into reverse repurchase agreements in accordance with the investment
restrictions described below. The Portfolio would consider entering into reverse
repurchase agreements to avoid otherwise selling securities during unfavorable
market conditions to meet redemptions. For a more complete description of
reverse repurchase agreements see "Investment Objectives and Policies--Money
Market Portfolio--Reverse Repurchase Agreements."

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES. Mortgage-related securities
consist of mortgage loans which are assembled

-18-

<PAGE>

into pools, the interests in which are issued and guaranteed by an agency or
instrumentality of the U.S. Government, though not necessarily by the U.S.
Government itself. The Fund may also acquire asset-backed securities as
described under "Investment Objectives and Policies--Money Market
Portfolio--Asset-Backed Securities."

LENDING OF SECURITIES. The Portfolio may also lend its portfolio securities
to financial institutions in accordance with the investment restrictions
described below. Such loans would involve risks of delay in receiving additional
collateral in the event the value of the collateral decreased below the value of
the securities loaned or of delay in recovering the securities loaned or even
loss of rights in the collateral should the borrower of the securities fail
financially. However, loans will be made only to borrowers deemed by the
Portfolio's investment adviser to be of good standing and only when, in the
adviser's judgment, the income to be earned from the loans justifies the
attendant risks. Any loans of the Portfolio's securities will be fully
collateralized and marked to market daily.

ILLIQUID SECURITIES. The Portfolio will not invest more than 10% of its net
assets in illiquid securities as described under "Investment Objectives and
Policies--Illiquid Securities" in the Statement of Additional Information.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Money Market, Municipal Money Market and Government Obligations Money
Market Portfolios' respective investment objectives and the policies described
above may be changed by the Fund's Board of Directors without shareholder
approval. The Portfolios may not, however, change the following investment
limitations (except as noted) without such a vote of their respective
shareholders. (A more detailed description of the following investment
limitations, together with other investment limitations that cannot be changed
without a vote of shareholders, is contained in the Statement of Additional
Information under "Investment Objectives and Policies.")

The Portfolios may not 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 a 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 a Portfolio's assets at the time of such
borrowing; or purchase portfolio securities while borrowings are in excess of 5%
of the Portfolio's net assets. (This borrowing provision is not for

-19-

<PAGE>

investment leverage, but solely to facilitate management of a Portfolio's
securities by enabling the Portfolio to meet redemption requests where the
liquidation of portfolio securities is deemed to be disadvantageous or
inconvenient.)

The Money Market and Municipal Money Market Portfolios may not:

1. Purchase securities of any one issuer, other than securities issued or
guaranteed by the U.S. Government or its agencies and instrumentalities, 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 a
Portfolio, except that up to 25% of the value of a Portfolio's total assets may
be invested without regard to such 5% limitation.

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. 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 invested in the
obligations of issuers in the banking industry, or in obligations, such as
repurchase agreements, secured by such obligations (unless 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.

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
addition to the fundamental investment limitations described above. These
limitations may be changed without a vote of shareholders of the Money Market
Portfolio.

-20-

<PAGE>

Organization, are rated (at the time of purchase) by two or more Rating
Organizations in the highest rating category for such securities, (ii) if
rated by only one Rating Organization, are rated by such Rating
Organization 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 Securities
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 Securities,
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.

The Municipal Money Market Portfolio may not:

1. Purchase any securities which would cause more than 25% of the value of
the total assets of the Portfolio to be invested in obligations at the time of
purchase to be invested in obligations of issuers in the same industry.

In addition, the Portfolio may not, without a shareholder vote, change its
policy of investing during normal market conditions at least 80% of its net
assets in obligations the interest on which is Tax-Exempt Interest or AMT
Interest.

The Government Obligations Money Market Portfolio may not:

1. Purchase securities other than U.S. Treasury bills, notes and other
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, and repurchase agreements relating to such obligations.

-21-

<PAGE>

loan on account of interest on the securities loaned, may not (together with all
non-qualifying income) exceed 10% of the Portfolio's annual gross income
(without offset for realized capital gains) unless, in the opinion of counsel to
the Fund, such amounts are qualifying income under federal income tax provisions
applicable to regulated investment companies.

PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
PURCHASE PROCEDURES

Sansom Street Shares are sold without a sales load on a continuous basis by
the Fund's Distributor. Only Shares of the Sansom Street Class representing
interests in the Money Market Portfolio are currently offered to the public.
Purchase of Shares may be made through the Banks acting on behalf of their
customers, including individuals, trusts, partnerships and corporations who
maintain accounts (such as custody, trust or escrow accounts) with the Banks and
who have authorized the Bank to invest in the Fund on the customer's behalf.
Investors may also purchase Shares through broker-dealers (a "Dealer") that have
entered into a dealer agreement with the Fund's Distributor. The minimum initial
investment by an investor is $1,500. There is no minimum subsequent investment.

Purchases of Shares may be effected through the customers accounts at the
Banks or investor accounts with the Dealer through procedures established in
connection with the requirements of accounts at the Banks or at such Dealer.
Confirmations of Share purchases and redemptions will be sent to the Banks or
such Dealer. Beneficial ownership of Sansom Street Shares will be recorded by
the Banks or such Dealer and reflected in the account statements provided by
such Banks or by such Dealer to investors. If you wish to purchase Sansom Street
Shares, contact your Bank or a Dealer.

The Banks may also impose minimum customer account requirements. Although
the Banks do not impose a sales charge for purchases of Sansom Street Shares,
depending upon the terms of the particular customer account, the Banks may
charge the account fees for automatic investment and other cash management
services. Information concerning these minimum account requirements, services
and any charges will be provided by the Banks before the customer authorizes the
initial purchase of shares. This Prospectus should be read in conjunction with
any information received from the Banks. See "Shareholder Servicing."

The Sansom Street Class of the Money Market Portfolio is also available
through Robertson Stephens, a registered broker-dealer that has entered into a
dealer Agreement with the Fund's

-22-

<PAGE>

Distributor. For distribution services with respect to that Class of shares of
the Portfolio held by this firm, the Fund's Distributor pays Robertson Stephens
up to .25% of the average annual daily net asset value of such accounts.
Purchases made through this program do not require customers to pay a
transaction fee.

DIRECT PURCHASES THROUGH A DEALER. An investor may make an initial
investment by mail by fully completing and signing an application obtained from
a Dealer (an "Application") and mailing it, together with a check payable to
"Sansom Street Money Market," to "Sansom Street Money Market," c/o PFPC, P.O.
Box 8950, Wilmington, Delaware 19899. An Application will be returned to the
investor unless it contains the name of the Dealer from whom it was obtained.
Subsequent purchases may be made through a Dealer or by forwarding payment to
the Fund's transfer agent at the foregoing address.

The Fund reserves the right to reject any purchase order.

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
receipt of the purchase order in good order and Federal Funds are available to
the Fund. Purchase orders received after its close of business are priced at the
net asset value next determined 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. In those cases in
which an investor pays for Shares by check, Federal Funds will generally become
available two Business Days after the check is received. Purchase orders for
Shares are accepted only on Business Days.

Conflict of interest restrictions may apply to an institution's receipt of
compensation paid by the Fund in connection with the investment of fiduciary
funds in Sansom Street Shares. Institutions, including banks regulated by the
Comptroller of the Currency and investment advisers and other money managers
subject to the jurisdiction of the Securities and Exchange Commission, the
Department of Labor or state securities commissions, are urged to consult their
legal advisers before investing fiduciary funds in Sansom Street Shares.

REDEMPTION OF SHARES

Redemption orders are effected at the net asset value per share next
determined after receipt of the order in proper form by the Fund's transfer
agent, PFPC. It is the responsibility of the Banks and the Dealers to transmit
promptly to PFPC a customer's redemption request. In the case of shareholders
holding share certificates, the certificates must accompany the

-23-

<PAGE>

redemption request. Investors may redeem all or some of their Shares in
accordance with one of the procedures described below.

REDEMPTION OF SHARES IN AN ACCOUNT FOR BANK CUSTOMERS. A customer may
redeem all or part of his Sansom Street Shares in accordance with instructions
and limitations pertaining to his account at the Bank. Redemption orders are
effected at the net asset value per share determined after receipt of the order
by PFPC. Payment for redemption orders received by PFPC on a Business Day before
12:00 noon Eastern Time will be wired the same day in Federal Funds to the
customers account at the Bank, provided that the Fund's custodian is open for
business. If the custodian is not open, payment will be made on the next bank
business day. Payment for redemption orders which are received between 12:00
noon Eastern Time and the close of regular trading on the NYSE (generally 4:00
p.m. Eastern Time) on a Business Day will be wired in Federal Funds to the
customers account on the next bank business day following receipt of the
redemption request. No charge for wiring redemption payments is imposed by the
Fund, although the Banks may charge customer accounts for redemption services.

REDEMPTION OF SHARES IN AN ACCOUNT FOR NON-BANK CUSTOMERS. An investor who
beneficially owns Shares through an Account may redeem Shares in his account in
accordance with instructions and limitations pertaining to his Account by
contacting his broker. If such notice is received by PFPC from the broker by
12:00 noon Eastern Time on any Business Day, the redemption 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 business. 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 the close of regular trading of the
NYSE on a Business Day, the redemption will be effective as of the close of
regular trading of the NYSE 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.

An investor's brokerage firm may also redeem each day a sufficient number
of Shares to cover debit balances created by transactions in the Account or
instructions for cash disbursements. Shares will be redeemed on the same day
that a transaction occurs that results in such a debit-balance or charge.

Each brokerage firm reserves the right to waive or modify criteria for
participation in an Account or to terminate participation in an Account for any
reason.

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<PAGE>

REDEMPTION OF SHARES OWNED DIRECTLY. A direct investor may redeem any
number of Shares by sending a written request to "Sansom Street Money Market,"
c/o PFPC, P.O. Box 8950, Wilmington, Delaware 19899. It is recommended that such
request be sent by registered or certified mail if share certificates accompany
the request. Redemption requests must be signed by each shareholder in the same
manner as the Shares are registered. Redemption requests for joint accounts
require the signature of each joint owner. On redemption requests of $5,000 or
more, a signature guarantee is required. A signature guarantee may be obtained
from a domestic bank or trust company, broker, dealer, clearing agency or
savings association who are participants in a medallion program recognized by
the Securities Transfer Association. The three recognized medallion programs are
Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion
Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program
(MSP). Signature guarantees that are not part of these programs will not be
accepted.

Direct investors may redeem Shares without charge by telephone if they have
completed and returned an account application containing the appropriate
telephone election. To add a telephone option to an existing account that
previously did not provide for this option, a Telephone Authorization Form must
be filed with PFPC. This form is available from PFPC. Once this election has
been made, the shareholder may simply contact PFPC by telephone to request the
redemption by calling (888) 261-4073. Neither the Fund, the Portfolios, the
Distributor, PFPC nor any other Fund agent will be liable for any loss,
liability, cost or expense for following the procedures described below or for
following instructions communicated by telephone that they reasonably believe to
be genuine.

The Fund's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2)
requiring the caller to provide the names of the account owners, the account
social security number and the name of the portfolio, all of which must match
the Fund's records; (3) requiring the Fund's service representative to complete
a telephone transaction form, listing all of the above caller identification
information; (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 owners
of record at the bank account of record; (5) sending a written confirmation 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 shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners or other industry professionals, additional documentation or
information regarding the scope of a

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<PAGE>

caller's authority is required. Finally, for telephone transactions in accounts
held jointly, additional information regarding other account holders is
required. Telephone transactions will not be permitted in connection with IRA or
other retirement plan accounts or by an attorney-in-fact under power of
attorney.

The proceeds of a telephone redemption request will be mailed by check to
an investor's registered address unless he has designated in his Application or
Telephone Authorization Form 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 redemption request received prior to the close of regular
trading on the NYSE will result in redemption proceeds being wired to the
investor's bank account on the next bank business day. 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, although no fee is
currently contemplated.

REDEMPTION BY CHECK. Upon request, the Fund will provide any direct
investor and any investor who does not have check writing privileges for his
Account with forms of drafts ("checks") payable through PNC Bank. These checks
may be made payable to the order of anyone. The minimum amount of a check is
$100; however, a broker may establish a higher minimum. An investor wishing to
use this check writing redemption procedure should complete specimen signature
cards (available from PFPC), and then forward such signature cards to PFPC. PFPC
will then arrange for the checks to be honored by PNC Bank. Investors who own
Shares through an Account should contact their brokers for signature cards.
Investors with joint accounts may elect to have checks honored with a single
signature. Check redemptions will be subject to PNC Bank's rules governing
checks. An investor will be able to stop payment on a check redemption. The Fund
or PNC Bank may terminate this redemption service at any time, and neither shall
incur any liability for honoring checks, for effecting redemptions to pay
checks, or for returning checks which have not been accepted.

When a check is presented to PNC Bank for clearance, PNC Bank, as the
investor's agent, will cause the Fund to redeem a sufficient number of full and
fractional Shares owned by the investor to cover the amount of the check. This
procedure enables the investor to continue to receive dividends on those Shares
equalling the amount being redeemed by check until such time as the check is
presented to PNC Bank. Pursuant to rules under the 1940 Act, checks may not be
presented for cash payment at the offices of PNC Bank. This limitation does not
affect checks used for the payment of bills or cashed at other banks.

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<PAGE>

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all Shares redeemed within seven
days after receipt by the Fund's transfer agent of a redemption request in
proper form. Although the Fund will redeem Shares purchased by check before the
check clears, payment of redemption proceeds may be delayed for a period 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.
Investors should consider purchasing shares using a certified or bank check if
they anticipate an immediate need for redemption proceeds.

The Fund imposes no charge when Shares are redeemed. The Fund reserves the
right to redeem any account in a Sansom Street Class involuntarily, on thirty
days' notice, if such account falls below $500 and during such thirty-day notice
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 provided by the rules of the Securities and Exchange Commission.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset values per share of each class of the Portfolios for the
purpose of pricing purchase and redemption orders are determined twice each day,
once as of 12:00 noon Eastern Time and once as of the close of regular trading
on the NYSE on each weekday with the exception of those holidays on which either
the NYSE or the FRB, is closed. Currently, the NYSE is closed on weekends and
the customary national business holidays of New Year's Day, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday. The
FRB is currently closed on weekends and the same holidays as the NYSE is closed,
as well as Veterans' Day and Columbus Day. The net asset values per share of
each class of the Portfolios are calculated by adding the value of the
proportionate interest of each class in the securities, cash, and other assets
of the Portfolio, deducting actual and accrued liabilities of such class and
dividing the result by the number of outstanding shares of the class. The net
asset value per share of each class is determined independently of any of the
Fund's other classes.

The Fund seeks to maintain for each of the Portfolios a net asset value of
$1.00 per share for purposes of purchases and redemptions and values its
portfolio securities on the basis of the amortized cost method of valuation
described in the Statement of Additional Information under the heading
"Valuation of

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<PAGE>

Shares." There can be no assurance that net asset value per share will not vary.

With the approval of the Board of Directors, a Portfolio may use a pricing
service, bank or broker-dealer experienced in such matters to value the
Portfolio's securities. A more detailed discussion of net asset value and
security valuation is contained in the Statement of Additional Information.

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

Counsellors Securities Inc. (the "Distributor") acts as distributor for
each of the Sansom Street Classes of the Fund pursuant to a distribution
agreement and various supplements thereto (collectively, the "Distribution
Agreements") with the Fund. The Distributor pays for the cost of printing
(excluding typesetting) and mailing to prospective investors prospectuses and
other materials relating to the Portfolios of the Fund as well as for related
direct mail, advertising expenses and promotional expenses. The Distributor
monitors the support services provided by the Banks as described in "Shareholder
Servicing" below.

DISTRIBUTION ARRANGEMENTS

The Board of Directors of the Fund approved and adopted the Distribution
Agreements and separate Plans of Distribution for each of the Sansom Street
Classes (collectively, the "Plans") pursuant to Rule 12b-1 under the 1940 Act.
Under each of the Plans, the Distributor is entitled to receive from the
relevant Sansom Street Class a distribution fee, which is accrued daily and paid
monthly, of up to .20% on an annualized basis of the daily net assets of the
relevant Sansom Street Class. The actual amount of such compensation under the
Plans is agreed upon by the Fund's Board of Directors and by the Distributor.
Under the Distribution Agreements for the Municipal Money Market Portfolio and
the Government Obligations Money Market Portfolio, the Distributor has agreed to
accept compensation for its services thereunder and under the relevant Plan in
the amount of .05% on an annualized basis. Such compensation may be increased up
to the amount permitted under the Plan, with the approval of the Fund's Board of
Directors. Under the Distribution Agreement for the Money Market Portfolio, the
Distributor has agreed to accept compensation for its services thereunder and
under the relevant Plan in the amount of .06% on an annualized basis. 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 a Sansom
Street Class on any day to the extent necessary to assure that the fee required
to be accrued by such Class does not exceed the income of such Class on that
day. In addition, the Distributor may, in its discretion, voluntarily

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<PAGE>

waive from time to time all or any portion of its distribution fee.

Each of the Plans obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of each Sansom Street Class the fee
set forth above. Payments under the Plans are not based on expenses actually
incurred by the Distributor, and the payments may exceed distribution expenses
actually incurred.

SHAREHOLDER SERVICING
- --------------------------------------------------------------------------------

The Fund has adopted a Shareholder Servicing Plan on behalf of the Classes
under which the Fund may enter into service agreements with the Banks. As
compensation for their services under these agreements, the Plan provides that
Banks may receive up to .20% (on an annualized basis) of the average daily net
asset value of such Shares. The Fund has and will continue to enter into service
agreements with the Banks pursuant to which the Banks will render certain
support services to customers in consideration for payment of .10% (on an
annualized basis) of the average daily net asset value of such Shares. Such
services may include aggregating and processing purchase and redemption requests
from customers and placing net purchase and redemption orders with PFPC;
processing dividend payments from the Fund on behalf of customers; providing
information periodically to customers showing their positions in the Sansom
Street Classes; providing sub-accounting with respect to the Sansom Street
Shares beneficially owned by customers or the information necessary for
sub-accounting; and providing certain statistical and factual information. In
accordance with the conditions of an exemptive order granted by the Securities
and Exchange Commission, each service agreement will provide that a Bank will
waive its servicing fee with respect to a Sansom Street Class on any day to the
extent necessary to assure that the servicing fee required to be accrued by such
Class does not exceed the income of such Class on that day. Customers who are
beneficial owners of Sansom Street Shares should read this Prospectus in light
of the terms governing their accounts with the Banks. For the fiscal year ended
August 31, 1997, the Fund paid PNC Bank shareholder services fees aggregating
.10% of the average daily net assets of the Money Market Portfolio under the
Plan.

MANAGEMENT
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS

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<PAGE>

the Money Market Portfolio, the Municipal Money Market Portfolio and the
Government Obligations Money Market Portfolio.

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly-owned subsidiary of PNC Bank, serves as the investment
adviser for each of the Portfolios. 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-adviser for each of the Portfolios.
PNC Bank and its predecessors have been in the business of managing the
investments of fiduciary and other accounts in the Philadelphia area since 1847.
PNC Bank and its subsidiaries currently manage over $38.7 billion of assets, of
which approximately $35.2 billion are mutual funds. PNC Bank, a national bank
whose principal business address is 1600 Market Street, Philadelphia,
Pennsylvania 19103, is a wholly-owned subsidiary of PNC Bancorp Inc. PNC
Bancorp, Inc., is a bank holding company and a wholly-owned subsidiary of PNC
Bank Corp., a multi-bank holding company.

As investment adviser to the Portfolios, PIMC manages such Portfolios and
is responsible for all purchases and sales of portfolio securities. PIMC also
assists generally in supervising the operations of the Portfolios, and maintains
the Portfolios' financial accounts and records. PNC Bank, as sub-adviser,
provides research and credit analysis and provides PIMC with certain other
services. In entering into Portfolio transactions for a Portfolio with a broker,
PIMC may take into account the sale by such broker of shares of the Fund,
subject to the requirements of best execution.

For the services provided to and expenses assumed by it for the benefit of
each of the Money Market and Government Obligations Money Market Portfolios,
PIMC is entitled to receive the following fees, computed daily and payable
monthly based on a Portfolio's average daily net assets: .45% of the first $250
million; .40% of the next $250 million; and .35% of assets in excess of $500
million. For the services provided and expenses assumed by it with respect to
the Municipal Money Market Portfolio, PIMC is entitled to receive the following
fees, computed daily and payable monthly based on the Portfolio's average daily
net assets: .35% of the first $250 million; .30% of the next $250 million; and
.25% 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 any Portfolio. For its sub-advisory services, 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 Portfolios for which PNC Bank acts as sub-adviser.
Such sub-advisory fees have no effect on the advisory fees payable by such
Portfolio to PIMC.

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<PAGE>

In addition, PIMC may from time to time enter into an agreement with one of its
affiliates pursuant to which it delegates some or all of its accounting and
administrative obligations under its advisory agreements with the Fund relating
to any Portfolio. Any such arrangement would have no effect on the advisory fees
payable by each Portfolio to PIMC.

For the fiscal year ended August 31, 1997, the Fund paid investment
advisory fees aggregating .22% of the average net assets of the Money Market
Portfolio. For the same period PIMC waived approximately .15% of the average net
assets of the Money Market Portfolio.

ADMINISTRATOR

PFPC serves as the administrator for the Municipal Money Market Portfolio
and generally assists such Portfolio in all aspects of its administration and
operation, including matters relating to the maintenance of financial records
and accounting. PFPC is entitled to an administration fee, computed daily and
payable monthly at a rate of .10% of the average daily net assets of the
Municipal Money Market Portfolio. PFPC's principal business address is 400
Bellevue Parkway, Wilmington, Delaware 19809.

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. The services provided and the fees payable by the
Fund for these services are described in the Statement of Additional Information
under "Investment Advisory, Distribution and Servicing Arrangements."

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned subsidiary
of Warburg Pincus Asset Management, Inc., with a principal business address at
466 Lexington Avenue, New York, New York, acts as distributor of the Shares of
each of the Sansom Street Classes of the Fund pursuant to a distribution
agreement and various supplements thereto (collectively, the "Distribution
Agreements") with the Fund on behalf of each of the Sansom Street Classes.

EXPENSES

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<PAGE>

be allocated among all investment portfolios of the Fund based on the relative
net assets of the investment portfolios at the time such expenses were accrued.
The Sansom Street Classes of the Fund pay their own distribution fees, and may
pay a different share than other classes of the Fund of other expenses
(excluding advisory and custodial fees) if those expenses are actually incurred
in a different amount by the Sansom Street Classes or if they receive different
services.

The investment adviser may assume expenses of the Portfolios from time to
time. In certain circumstances, it may assume such expenses on the condition
that it is reimbursed by the Portfolios 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 lowering yield to
investors.

For the fiscal year ended August 31, 1997, the total expenses were .64% of
average net assets with respect to the Sansom Street Class of the Money Market
Portfolio (not taking into account waivers and reimbursements of .15%). The
Sansom Street Classes of the Government Obligations Money Market Portfolio and
Municipal Money Market Portfolio did not incur any expenses, as no Shares of
such Classes had been sold to the public during the fiscal year ended August 31,
1997.

BANKING LAWS

Banking laws and regulations currently prohibit a bank holding company
registered under the Federal Bank Holding Act of 1956 or any bank or nonbank
affiliate thereof from sponsoring, organizing, controlling, or distributing the
shares of a registered, open-end investment company continuously engaged in the
issuance of its shares, and prohibit banks generally from issuing, underwriting,
selling or distributing securities, but such banking laws and regulations do not
prohibit such a holding company or affiliate or banks generally from acting as
investment adviser, transfer agent or custodian to such an investment company,
or from purchasing shares of such a company as agent for and upon the order of
such a customer. PNC Bank, PIMC, PFPC, as well as the Banks, are subject to such
banking laws and regulations. In addition, state securities laws on this issue
may differ from the interpretations of federal law expressed herein and banks
and financial institutions may be required to register as dealers pursuant to
state law.

Should future legislative, judicial or administrative action prohibit or
restrict the activities of Banks in connection with the provision of support
services to their customers, the Fund might be required to alter materially or
cause the Fund to discontinue its arrangements with Banks generally and change
its

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<PAGE>

method of operations with respect to the Sansom Street Shares. It is not
anticipated, however, that any change in the Fund's method of operations would
affect its net asset value per share or result in a financial loss to any
customer.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of each of the Portfolios to each
Portfolio's shareholders. All distributions are reinvested in the form of
additional full and fractional Shares of the relevant Sansom Street Class unless
a shareholder elects otherwise.

The net investment income (not including any net short-term capital gains)
earned by each 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 the close of regular trading
on the NYSE. Net short-term capital gains, if any, will be distributed at least
annually.

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, investors
in the Portfolios should consult their tax advisers with specific reference to
their own tax situation.

Each 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 a Portfolio qualifies for this tax treatment, it 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 interest
dividends" or that are treated as a return of capital) regardless of whether
such distributions are paid in cash or reinvested in additional shares. None of
the Portfolios intends to make distributions that will be eligible for the
corporate dividends received deduction.

-33-

<PAGE>

holder 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 current nominal maximum
marginal rate on ordinary income for individuals, trusts and estates is
generally 39%, while the maximum rate imposed on mid-term and other long-term
capital gain of such taxpayers is 28% and 20%, respectively. Corporate taxpayers
are taxed at the same rates on both ordinary income and capital gains.

The Municipal Money Market Portfolio intends to pay substantially all of
its dividends as "exempt interest dividends." Investors in this Portfolio should
note, however, that taxpayers are required to report the receipt of tax-exempt
interest and "exempt interest dividends" in their federal income tax returns and
that in two circumstances such amounts, while exempt from regular federal income
tax, are subject to federal alternative minimum tax at a rate of 28% in the case
of individuals, trusts and estates and 20% in the case of corporate taxpayers.
First, tax-exempt interest and "exempt interest dividends" derived from certain
private activity bonds issued after August 7, 1986, will generally constitute an
item of tax preference for corporate and noncorporate taxpayers in determining
alternative minimum tax liability. Although it does not currently intend to do
so, the Municipal Money Market Portfolio may invest up to 100% of its net assets
in such private activity bonds. Secondly, tax-exempt interest and "exempt
interest dividends" derived from all Municipal Obligations must be taken into
account by corporate taxpayers in determining their adjusted current earnings
adjustment for federal alternative minimum tax purposes. Shareholders who are
recipients of Social Security Act or Railroad Retirement Act benefits should
further note that tax-exempt interest and "exempt interest dividends" derived
from all types of Municipal Obligations will be taken into account in
determining the taxability of their benefit payments.

-34-

<PAGE>

December 31, provided such dividends are paid during January of the following
year. Each Portfolio intends to make sufficient actual or deemed distributions
prior to the end of each calendar year to avoid liability for federal 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 any one Portfolio is not intended to constitute a balanced
investment program. Shares of the Municipal Money Market Portfolio would not be
suitable for tax-exempt institutions and may not be suitable for retirement
plans qualified under Section 401 of the Code, H.R. 10 plans and individual
retirement accounts since such plans and accounts are generally tax-exempt and,
therefore, not only would not gain any additional benefit from such Portfolio's
dividends being tax-exempt but also such dividends would be taxable when
distributed to the beneficiary.

Future legislative or administrative changes or court decisions may
materially affect the tax consequences of investing in one or more Portfolios of
the Fund. Shareholders are also urged to consult their tax advisers concerning
the application of state and local income taxes to investments in the Fund which
may differ from the federal income tax consequences described above.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

The Fund offers multiple classes of shares in each of its Money Market,
Municipal Money Market and Government Obligations Money Market Portfolios to
expand its marketing 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, which may affect performance. Each class
of Common Stock of the Fund has a separate Rule 12b-1 distribution plan. Under
the Distribution Agreements entered into with the Distributor and pursuant to
each of the distribution plans, the Distributor is entitled to receive from each
class as compensation for distribution services provided to that class a
distribution fee based on average daily net assets. 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. An investor may contact the Fund's distributor by

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<PAGE>

calling 1-800-888-9723 to request more information concerning other classes
available.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE SANSOM STREET CLASSES OF THE MONEY MARKET,
MUNICIPAL MONEY MARKET AND GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIOS AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO THE SANSOM STREET CLASSES OF THESE PORTFOLIOS.

Each share that represents an interest in a Portfolio has an equal
proportionate 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
different 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.

Holders of shares of each of the Portfolios 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
Additional Information under "Additional Information Concerning Fund Shares" for
examples 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 November 15, 1997, to the Fund's knowledge, no person held of record
or beneficially 25% or more of the outstanding shares of all of the classes of
the Fund.

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<PAGE>

The Fund will issue share certificates for Sansom Street Shares only upon
the written request of a shareholder sent to PFPC.

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) 430-9618.

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<PAGE>
========================================== ====================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS OR IN THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN BY REFERENCE, IN
CONNECTION WITH THE OFFERING MADE BY THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE FUND OR ITS DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING ROBERTSON
BY THE FUND OR BY THE DISTRIBUTOR IN ANY STEPHENS
JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.

_______________________ Money Market Portfolio
CONTENTS

PAGE

INTRODUCTION....................... 3
FINANCIAL HIGHLIGHTS............... 5
INVESTMENT LIMITATIONS............. 12
PURCHASE AND REDEMPTION OF SHARES.. 14
NET ASSET VALUE.................... 19
DISTRIBUTION OF SHARES............. 20 Prospectus and Summary
SHAREHOLDER SERVICING.............. 20 Description for the Sansom Street Shares
MANAGEMENT......................... 21 of the Money Market Portfolio
DIVIDENDS AND DISTRIBUTIONS.........24
TAXES.............................. 24
DESCRIPTION OF SHARES.............. 25
OTHER INFORMATION.................. 27 December 1, 1997

INVESTMENT ADVISER
PNC Institutional Management Corporation
Wilmington, Delaware

DISTRIBUTOR
Counsellors Securities, Inc.
New York, New York

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

========================================== ====================================
<PAGE>

MONEY MARKET PORTFOLIO
OF
THE RBB FUND, INC.

The Sansom Street Family consists of three classes of common stock of
The RBB Fund, Inc. (the "Fund"), an open-end management investment company. The
shares of one of such classes are offered by this Prospectus and represent
interests in the Fund's Money Market 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 PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

PNC Institutional Management Corporation serves as investment adviser
for the Portfolio, PNC Bank, National Association serves as sub-adviser for the
Portfolio and custodian for the Fund, and PFPC Inc. serves as transfer and
dividend disbursing agent for the Fund. Counsellors Securities Inc. acts as
distributor for the Fund.

Sansom Street Shares are sold by the Fund's distributor to customers
maintaining accounts with banks affiliated with PNC Bank Corp. (the "Banks").
Sansom Street Shares will be sold to customers, including individuals, trusts,
partnerships and corporations, who maintain accounts (such as custody, trust or
escrow accounts) with the Banks, and who have authorized the Banks to invest in
the Fund. Shares are sold and redeemed without any purchase or redemption charge
imposed by the Fund, although the Banks may receive compensation from the Fund
for services provided in connection with the purchase or redemption of shares.
See "Shareholder Servicing." Sansom Street Shares are also sold through any
broker that has entered into a dealer agreement with the Fund's distributor.

<PAGE>

Prospectus. It may be obtained free of charge by calling the Fund's distributor
at (800) 888-9723. The Prospectus and Statement of Additional Information are
also available for reference, along with other related material on the SEC
Internet Website (http://www.sec.gov).

- --------------------------------------------------------------------------------
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 ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

PROSPECTUS December 1, 1997

-2-

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

The RBB Fund, Inc. is an open-end management investment company
incorporated under the laws of the State of Maryland on February 29, 1988. The
Fund is currently operating or proposing to operate twenty-two investment
portfolios. Shares ("Sansom Street Shares" or "Shares") of the Sansom Street
Class ("Sansom Street Class" or "Class") of the Fund offered by this Prospectus
represent interests in the Fund's Money Market Portfolio (the "Money Market
Portfolio" or the "Portfolio").

The investment objective of the 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 which
meet certain ratings criteria and which present minimal credit risks. In
pursuing 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 it will be able to maintain a stable net
asset value of $1.00 per share.

The Portfolio's investment adviser is PNC Institutional
Management Corporation ("PIMC"). PNC Bank, National Association
("PNC Bank") serves as sub-adviser to the Portfolio and as
custodian to the Fund, and PFPC Inc. ("PFPC") serves as transfer
and dividend disbursing agent to the Fund. Counsellors
Securities Inc. (the "Distributor") acts as distributor of the
Fund's shares.

An investment in the Portfolio is subject to certain risks, as set
forth in detail under "Investment Objectives and Policies." The Portfolio, to
the extent set forth under "Investment Objectives and Policies," may engage in
the following investment practices: the use of repurchase agreements and reverse
repurchase agreements, the purchase of asset-backed 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 transactions
involve certain special risks, as set forth under "Investment Objectives and
Policies."

For detailed information of how to purchase or redeem Sansom Street
Shares, please refer to the section of this Prospectus entitled "Purchase and
Redemption of Shares."

-3-

<PAGE>

FEE TABLE

The Fee Table below contains a summary of annual operating expenses
incurred by the Sansom Street Class of the Money Market Portfolio after fee
waivers and expense reimbursements for the fiscal year ended August 31, 1997 as
a percentage of average daily net assets. An example based on the summary is
also shown.

ANNUAL FUND OPERATING EXPENSES (SANSOM STREET CLASS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS

MONEY MARKET
PORTFOLIO

Management Fees (after waivers)(1)................................ .22%
12b-1 Fees(1) .................................................... .06%
Other Expenses(1)................................................. .21%
----
Total Fund Operating Expenses (Sansom Street Class)
(after waivers)(1)................................................ .49%
====

(1) Management Fees and 12b-1 Fees are each based on average daily net
assets and are calculated daily and paid monthly. Before waivers for
the Money Market Portfolio, Management Fees would be .37% and Total
Fund Operating Expenses would be .64%.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Money Market Portfolio* $5 $16 $27 $62

* 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 Sansom Street Class of the
Fund will bear directly or indirectly. (For more complete descriptions of the
various costs and expenses, see "Management-Investment Adviser and Sub-
Adviser," "Distribution of Shares" and "Shareholder Servicing"

-4-

<PAGE>

below.) Expense figures are based on actual costs and fees incurred by the
Class. The Fee Table reflects a voluntary waiver of Management Fees for the
Portfolio. However, there can be no assurance that any future waivers of
Management Fees will not vary from the figure reflected in the Fee Table. In
addition, the investment adviser is currently voluntarily assuming additional
expenses of the Class. There can be no assurance that the investment adviser
will continue to assume such expenses. Assumption of additional expenses will
have the effect of lowering a Portfolio's overall expense ratio and increasing
its yield to investors.

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 period shall 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 percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in the
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, operating expenses and market conditions. The
yield on Shares of the Sansom Street Class will fluctuate and is not necessarily
representative of future results. Any fees charged by the Banks or
broker-dealers directly to their customers in connection with investments in the
Portfolio are not reflected in the yields on the Portfolio's shares, and such
fees, if charged, will reduce the actual return received by customers on their
investments. The yield on Shares of the Sansom Street 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 of the
classes of that Portfolio.

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The table below sets forth certain information concerning the
investment results of the Sansom Street Class for the periods indicated. The
financial data included in this table for each of the periods ended August 31,
1993 through August 31, 1997, are a part of the Fund's financial statements for
the Portfolio which are incorporated by reference into the Statement of
Additional Information and have been audited by Coopers & Lybrand L.L.P.
("Coopers"), the Fund's independent accountants. The financial data for such
Portfolio for the periods ended August 31, 1989,

-5-

<PAGE>

1990, 1991 and 1992 are a part of previous financial statements audited by
Coopers. The financial data included in this table should be read in conjunction
with the financial statement and related notes. Further information about the
Portfolio is available in the Fund's Annual Report to Shareholders. Both the
Statement of Additional Information and the Annual Report to Shareholders may be
obtained from the Fund free of charge by calling the telephone number on page 1
of this Prospectus.

-6-

<PAGE>

SANSOM STREET CLASS

THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

MONEY MARKET PORTFOLIO
------------------------------------------------------------------------------------------------------

For the For the For the For the For the For the
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995 AUGUST 31, 1994 AUGUST 31, 1993 AUGUST 31, 1992
--------------- --------------- --------------- --------------- --------------- ---------------
<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 0.0510 0.0518 0.0543 0.0334 0.0304 0.0435
Net gains on
securities (both
realized and
unrealized)........ -- -- -- -- -- 0.0007
-------- -------- -------- -------- -------- --------
Total from
investment
operations..... 0.0510 0.0518 0.0543 0.0334 0.0304 0.0442
-------- -------- -------- -------- -------- --------
Less distributions
Dividends (from
net investment
income)............ (0.0510) (0.0518) (0.0543) (0.0334) (0.0304) (0.0435)
Distributions (from
capital gains)..... -- -- -- -- -- (0.0007)
-------- -------- -------- -------- -------- --------
Total distributions.... (0.0510) (0.0518) (0.0543) (0.0334) (0.0304) (0.0442)
-------- -------- -------- -------- -------- --------
Net asset value,
end of period.......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ========
Total return........... 5.22% 5.30% 5.57% 3.39% 3.08% 4.51%
Ratios/Supplemental Data
Net assets,
end of period (000) $570,018 $524,359 $441,614 $373,745 $190,794 $228,079
Ratios of expenses
to average net
assets............. .49%(a) .48%(a) .39%(a) .39%(a) .34%(a) .35%(a)
Ratios of net
investment income
to average net
assets............. 5.10% 5.18% 5.43% 3.34% 3.04% 4.35%

</TABLE>

----------------------------------------------------
For the Period
September 30, 1988
For the For the (Commencement of
Year Ended Year Ended Operations) to
AUGUST 31, 1991 AUGUST 31, 1990 AUGUST 31, 1989
--------------- --------------- ---------------
<S> <C> <C> <C>
NET ASSET VALUE,
BEGINNING
OF PERIOD.......... $ 1.00 $ 1.00 $ 1.00
-------- -------- --------
Income from investment
operations:
Net investment income 0.0684 0.0810 0.0818
Net gains on
securities (both
realized and
unrealized)........ -- -- --
-------- -------- --------
Total from
investment
operations..... 0.0684 0.0810 0.0818
-------- -------- --------
Less distributions
Dividends (from
net investment
income)............ (0.0684) (0.0810) (0.0818)
Distributions (from
capital gains)..... -- -- --
-------- -------- --------
Total distributions.... (0.0684) (0.0810) (0.0818)
-------- -------- --------
Net asset value,
end of period.......... $ 1.00 $ 1.00 $ 1.00
======== ======== ========
Total return........... 7.06% 8.40% 9.25%(b)
Ratios/Supplemental Data
Net assets,
end of period (000) $138,418 $106,743 $79,656
Ratios of expenses
to average net
assets............. .37%(a) .47%(a) .50%(a)(b)
Ratios of net
investment income
to average net
assets............. 6.84% 8.10% 9.04%(b)

<FN>
(a) Without the waiver of advisory fees and without the reimbursement of certain
operating expenses, the ratios of expenses to average net assets for the
Money Market Portfolio would have been .64%, .65%, .59%, .60%, .60%, .61%
and .73% for the years ended August 31, 1997, 1996, 1995, 1994, 1993, 1992,
1991, and 1990, respectively, and .83% (annualized) for the period ended
August 31, 1989.
(b) Annualized.
(c) Financial Highlights relate solely to the Sansom Street Class of Shares
within the portfolio.
</FN>

</TABLE>

-7-

<PAGE>

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 maturities of 397 days or less (exclusive of securities subject
to repurchase agreements). In pursuing its investment objective, the Money
Market Portfolio invests in a diversified portfolio of U.S. dollar-denominated
instruments, such as government, bank and commercial obligations, that may be
available in the money markets ("Money Market Instruments") and that meet
certain ratings criteria and present minimal credit risks to the Money Market
Portfolio. See "Eligible Securities." There is no assurance that the investment
objective of the Portfolio will be achieved. The following descriptions
illustrate the types of Money Market Instruments in which the Money Market
Portfolio invests.

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 rating organization ("Rating Organization"). These rating
categories are described in the Appendix to the Statement of Additional
Information. The Portfolio may also purchase 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.

-8-

<PAGE>

counterpart of a U.S. corporation, and in Europaper, which is a U.S.
dollar-denominated commercial paper of a foreign issuer, subject to the criteria
stated above for other commercial paper issuers.

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 repurchase agreement may have stated maturities exceeding 13
months, provided the repurchase agreement itself matures in less than 13 months.
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.

-9-

<PAGE>

issued by private companies. Asset 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 asset-backed security's stated maturity may be shortened,
and the security's total return may be difficult to predict precisely. Such
difficulties are not expected, however, to have a significant effect on the
Portfolio since the remaining maturity of any asset-backed security acquired
will be 13 months or less. Asset-backed securities are considered an industry
for industry concentration purposes. See "Investment Limitations." In periods of
falling interest rates, the rate of mortgage prepayments tends to increase.
During these periods, the reinvestment of proceeds by a portfolio will generally
be at lower rates than the rates on the prepaid obligations.

MUNICIPAL OBLIGATIONS. In addition, the Portfolio may, when deemed
appropriate by its investment adviser in light of the Portfolio's investment
objective, invest without limitation in high quality, short-term Municipal
Obligations issued by state and local governmental issuers, the interest on
which may be taxable or tax-exempt for federal income tax purposes, provided
that such obligations carry yields that are competitive with those of other
types of Money Market Instruments of comparable quality. For a more complete
discussion 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 investment 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 investments 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
investment in illiquid securities.

-10-

<PAGE>

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 received. 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 conditions. The Portfolio does not intend to purchase when-issued
securities for speculative purposes but only in furtherance of its investment
objective.

-11-

<PAGE>

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 limitation. 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.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Portfolio's investment objective and policies described above may
be changed by the Fund's Board of Directors without shareholder approval. The
Portfolio may not, however, change the investment limitations summarized below
without such a vote of shareholders. (A more detailed description of the
following investment limitations, together with other investment limitations
that cannot be changed without a vote of shareholders, is contained in the
Statement of Additional Information under "Investment Objectives and Policies.")

The Money Market Portfolio may not:

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 are in excess of 5% of
the Portfolio's net assets. (This borrowing provision is not for
investment leverage, but solely to facilitate management of the
Portfolio's securities by enabling the Portfolio to meet redemption
requests where the liquidation of portfolio securities is deemed to be
disadvantageous or inconvenient.)

-12-

<PAGE>

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 instrumentalities, 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
Portfolio will meet the following limitations on its investments in addition to
the fundamental investment limitations described above. These limitations may be
changed without a shareholder vote.

1. The 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 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 (as defined below). "First Tier
Securities" include eligible securities that (i) if rated by more than
one Rating Organization, are rated (at the time of purchase) by two or
more Rating Organizations in the highest rating category for such
securities, (ii) if rated by only one Rating Organization, are rated by
such Rating Organization 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 Securities 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 Portfolio will limit its purchases of Second Tier
Securities, which are eligible securities other than First Tier
Securities, to 5% of its total assets.

3. The Portfolio will limit its purchases of Second Tier
Securities of one issuer to the greater of 1% of its total assets or $1
million.

-13-

<PAGE>

PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

PURCHASE PROCEDURES

Sansom Street Shares are sold without a sales load on a continuous
basis by the Fund's Distributor. Purchase of Shares may be made through the
Banks acting on behalf of their customers, including individuals, trusts,
partnerships and corporations who maintain accounts (such as custody, trust or
escrow accounts) with the Banks and who have authorized the Bank to invest in
the Fund on the customer's behalf. Investors may also purchase shares through
any broker that has entered into a dealer agreement with the Fund's Distributor
(a "Dealer"). The minimum initial investment by an investor is $1,500. There is
no minimum subsequent investment.

Purchases of Shares may be effected through the customer's accounts at
the Banks or investor accounts with the Dealer through procedures established in
connection with the requirements of accounts at the Banks or at such Dealer.
Confirmations of share purchases and redemptions will be sent to the Banks or
such Dealer. Beneficial ownership of Sansom Street Shares will be recorded by
the Banks or such Dealer and reflected in the account statements provided by
such Banks or by such Dealer to investors. If you wish to purchase Sansom Street
Shares, contact your Bank or a Dealer.

The Banks may also impose minimum customer account requirements.
Although the Banks do not impose a sales charge for purchases of Sansom Street
Shares, depending upon the terms of the particular customer account, the Banks
may charge the account fees for automatic investment and other cash management
services. Information concerning these minimum account requirements, services
and any charges will be provided by the Banks before the customer authorizes the
initial purchase of shares. This Prospectus should be read in conjunction with
any information received from the Banks. See "Shareholder Servicing."

The shares of the Sansom Street Class of the Portfolio are also
available through Robertson Stephens, a registered broker-dealer that has
entered into a dealer Agreement with the Fund's Distributor. For distribution
services with respect to shares of the Portfolio held by this firm, the Fund's
Distributor pays Robertson Stephens up to .25% of the annual average value of
such accounts. Purchases made through this program do not require customers to
pay a transaction fee.

DIRECT PURCHASES THROUGH A DEALER. An investor may make an initial
investment by mail by completing and signing an application obtained from a
Dealer (an "Application) and mailing

-14-

<PAGE>

it, together with a check payable to "Sansom Street Money Market," to "Sansom
Street Money Market," c/o PFPC, P.O. Box 8950, Wilmington, Delaware 19899. An
Application will be returned to the investor unless it contains the name of the
Dealer from whom it was obtained. Subsequent purchases may be made through a
Dealer or by forwarding payment to the Fund's transfer agent at the foregoing
address.

The Fund reserves the right to reject any purchase order.

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
receipt of the purchase order in good order and Federal Funds are available to
the Fund. Purchase orders received after its close of business are priced at the
net asset value next determined on the following Business Day. In those cases in
which an investor pays for Shares by check, Federal Funds will generally become
available two Business Days after the check is received. 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. Purchase orders for Shares are
accepted only on Business Days.

Conflict of interest restrictions may apply to an institution's receipt
of compensation paid by the Fund in connection with the investment of fiduciary
funds in Sansom Street Shares. Institutions, including banks regulated by the
Comptroller of the Currency and investment advisers and other money managers
subject to the jurisdiction of the Securities and Exchange Commission, the
Department of Labor or state securities commissions, are urged to consult their
legal advisers before investing fiduciary funds in Sansom Street Shares. See
"Management-Banking Laws."

REDEMPTION OF SHARES

REDEMPTION OF SHARES IN AN ACCOUNT FOR BANK CUSTOMERS. A bank customer
may redeem all or part of his Sansom Street Shares in accordance with
instructions and limitations pertaining to his account at the Bank. Redemption
orders are effected at the net asset value per share next determined after
receipt of the order by PFPC. Payment for redemption orders received by PFPC on
a Business Day before 12:00 noon Eastern Time will be wired the

-15-

<PAGE>

same day in Federal Funds to the customer's account at the Bank, provided that
the Fund's custodian is open for business. If the custodian is not open, payment
will be made on the next bank business day. Payment for redemption orders which
are received between 12:00 noon Eastern Time and the close of regular trading on
the NYSE (generally 4:00 p.m. Eastern Time) on a Business Day will be wired in
Federal Funds to the customer's account on the next bank business day following
receipt of the redemption request. No charge for wiring redemption payments is
imposed by the Fund, although the Banks may charge their customer accounts for
redemption services. If all shares are redeemed, all accrued but unpaid
dividends on those share will be paid with the redemption proceeds.

REDEMPTION OF SHARES IN AN ACCOUNT FOR NON-BANK CUSTOMERS. An investor
who beneficially owns Shares may redeem Shares in his account in accordance with
instructions and limitations pertaining to his Account by contacting his broker.
If such notice is received by PFPC by 12:00 noon Eastern Time on any Business
Day, the redemption 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 business. 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
the close of regular trading on the NYSE on a Business Day, the redemption will
be effective as of the close of regular trading on the NYSE 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.

An investor's brokerage firm will also redeem each day a sufficient
number of Shares to cover debit balances created by transactions in the Account
or instructions for cash disbursements. Shares will be redeemed on the same day
that a transaction occurs that results in such a debit balance or charge.

Each brokerage firm reserves the right to waive or modify criteria for
participation in an Account or to terminate participation in an Account for any
reason.

REDEMPTION OF SHARES OWNED DIRECTLY. A direct investor may redeem any
number of Shares by sending a written request to Sansom Street Money Market,
c/o PFPC, P.O. Box 8950, Wilmington, Delaware 19899. It is recommended that such
requests be sent by registered or certified mail if share certificates accompany
the request. Redemption requests must be signed by each shareholder in the same
manner as the Shares are registered. Redemption requests for joint accounts
require the signature of each joint

-16-

<PAGE>

owner. On redemption requests of $5,000 or more, a signature guarantee is
required. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or foreign association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are the Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not part of these programs will not be accepted.

Direct investors may redeem Shares without charge by telephone if they
have completed and returned an account application containing the appropriate
telephone election. To add a telephone option to an existing account that
previously did not provide for this option, a Telephone Authorization Form must
be filed with PFPC. This form is available from PFPC. Once this election has
been made, the shareholder may simply contact PFPC by telephone to request the
redemption by calling (888) 261-4073. Neither the Fund, the Portfolio, the
Distributor, PFPC nor any other Fund agent will be liable for any loss,
liability, cost or expense for following the procedures described below or for
following instructions communicated by telephone that they reasonably believe to
be genuine.

The Fund's telephone transaction procedures include the following
measures: (1) requiring the appropriate telephone transaction privilege forms;
(2) requiring the caller to provide the names of the account owners, the account
social security number and the name of the Portfolio, all of which must match
the Fund's records; (3) requiring the Fund's service representative to complete
a telephone transaction form, listing all of the above caller identification
information; (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 owners
of record at the bank account of record; (5) sending a written confirmation 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 shareholder
telephone transactions. For accounts held of record by broker-dealers, financial
institutions, securities dealers, financial planners or other industry
professionals, additional documentation or information regarding the scope of a
caller's authority is required. Finally, for telephone transactions in accounts
held jointly, additional information regarding other account holders is
required. Telephone transactions will not be permitted in connection with IRA or
other retirement plan accounts or by an attorney-in-fact under power of
attorney.

Proceeds of a telephone redemption request will be mailed by
check to an investor's registered address unless he has

-17-

<PAGE>

designated in his Application or Telephone Authorization Form 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 redemption request
received prior to the close of regular trading on the NYSE will result in
redemption proceeds being wired to the investor's bank account on the next bank
business day. 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, although no fee is currently contemplated.

OTHER REDEMPTION INFORMATION

The Fund ordinarily will make payment for all Shares redeemed within
seven days after receipt by the Fund's transfer agent of a request in proper
form. Although the Fund will redeem Shares purchased by check before the check
clears, payment of the redemption proceeds may be delayed for a period up to
fifteen days after their purchase, pending a determination that the check has
cleared. This procedure does not apply to Shares purchased

-18-

<PAGE>

by wire payment. Investors should consider purchasing Shares using a certified
or bank check or money order if they anticipate an immediate need for redemption
proceeds.

The Fund imposes no charge when Shares are redeemed. The Fund reserves
the right to redeem any account in the Sansom Street Class involuntarily, on 30
days' notice, if such account drops below $500 and during such 30-day notice
period the shareholder does not increase such account to at least $500. Payment
for Shares redeemed may be postponed or the right of redemption suspended as
provided by the rules of the Securities and Exchange Commission.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value per share of the Sansom Street Class of the
Portfolio for the purpose of pricing purchase and redemption orders is
determined twice each day, once as of 12:00 noon Eastern Time and once as of the
close of regular trading on the NYSE on each weekday with the exception of those
holidays on which either the NYSE or the FRB, is closed. Currently, the NYSE is
closed on weekends and the customary national business holidays of New Year's
Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and on the
preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday. The FRB is currently closed on weekends and the same
holidays as the NYSE is closed as well as Veterans' Day and Columbus Day. The
net asset value per share of each class of the Portfolio is calculated by adding
the value of the proportionate interest of the class in the securities, cash and
other assets of the Portfolio, deducting actual and accrued liabilities of the
class and dividing the result by the number of outstanding shares of the class.
The net asset value of each class is calculated independently of each other
class.

The Fund seeks to maintain for the Sansom Street Class of the Portfolio
a net asset value of $1.00 per share for purposes of purchases and redemptions
and values its portfolio securities 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.

-19-

<PAGE>

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

The Board of Directors of the Fund approved and adopted the
Distribution Agreement and separate Plan of Distribution for the Sansom Street
Class (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the Plan,
the Distributor is entitled to receive from the Sansom Street Class a
distribution fee, which is accrued daily and paid monthly, of up to .20% on an
annualized basis of the daily net assets of the Sansom Street Class. The actual
amount of such compensation under the Plan is agreed upon by the Fund's Board of
Directors and by the Distributor. Pursuant to the conditions of an exemptive
order granted by the SEC, the Distributor has agreed to waive its fee with
respect to the Sansom Street Class on any day to the extent necessary to assure
that the fee required to be accrued by such Class does not exceed the income of
such 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 each of the Distribution Agreements and the relevant Plan, the
Distributor may reallocate an amount up to the full fee that it receives to
Dealers, based upon the aggregate investment amounts maintained by and services
provided to shareholders of any relevant Class serviced by such financial
institutions. The Distributor may also reimburse Dealers for other expenses
incurred in the promotion of the sale of Fund shares. The Distributor and/or
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 expenses.

The Plan obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Sansom Street Class the fee
set forth above. Payments under the Plan are not based on expenses actually
incurred by the Distributor, and the payments may exceed distribution expenses
actually incurred.

SHAREHOLDER SERVICING
- --------------------------------------------------------------------------------

The Fund has and will continue to enter into service agreements with
the Banks pursuant to which the Banks will render certain support services to
their customers in consideration for payment of .25% (on an annualized basis) of
the average daily net asset value of such Shares. Such services may include
aggregating and processing purchase and redemption requests from their customers
and placing net purchase and redemption orders with PFPC; processing dividend
payments from the Fund on behalf of their customers; providing information
periodically to their customers showing their positions in the Sansom Street
Class; providing sub-accounting with respect to the Sansom Street Shares
beneficially owned by their customers or the information

-20-

<PAGE>

necessary for sub-accounting; and providing certain statistical and factual
information. In accordance with the conditions of an exemptive order granted by
the Securities and Exchange Commission, each service agreement will provide that
a Bank will waive its servicing fee with respect to the Sansom Street Class on
any day to the extent necessary to assure that the servicing fee required to be
accrued by that Class does not exceed the income of that Class on that day.
Their customers who are beneficial owners of Sansom Street Shares should read
this Prospectus in light of the terms governing their accounts with the Banks.

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of the Fund and each of its investment
portfolios are managed under the direction of the Fund's Board of Directors. The
Fund currently operates or proposes to operate twenty-two separate investment
portfolios. The Sansom Street Class represents interests in the Money Market
Portfolio.

INVESTMENT ADVISER AND SUB-ADVISER

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-adviser for the Portfolio. PNC Bank and its
predecessors have been in the business of managing the investments of fiduciary
and other accounts in the Philadelphia area since 1847. PNC Bank and its
subsidiary currently manage over $38.7 billion of assets, of which approximately
$35.2 billion are mutual funds. PNC Bank, a national bank whose principal
business address is 1600 Market Street, Philadelphia, Pennsylvania 19103, is a
wholly-owned subsidiary of PNC Bancorp, Inc. PNC Bancorp, Inc. is a bank holding
company and a wholly-owned subsidiary of PNC Bank Corp., a multi-bank holding
company.

As investment adviser to the Portfolio, PIMC manages such Portfolio and
is responsible for all purchases and sales of Portfolio securities. PIMC also
assists generally in supervising the operations of the Portfolio, and maintains
the Portfolio's financial accounts and records. PNC Bank, as sub-adviser,
provides research and credit analysis and provides PIMC with certain other
services. In entering into Portfolio transactions for the Portfolio with a
broker, PIMC may take into account the sale by such broker of shares by the
Fund, subject to the requirements of best execution.

-21-

<PAGE>

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,
computed daily and payable monthly based on the Portfolio's average daily net
assets: .45% of the first $250 million; .40% of the next $250 million; and .35%
of the average daily net assets of such Portfolio 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
services, 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. 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 delegates some or all of its
accounting and administrative obligations under its advisory agreements with the
Fund relating to the Portfolio. Any such arrangement would have no effect on the
advisory fees payable by the Portfolio to PIMC.

For the Fund's fiscal year ended August 31, 1997, the Fund paid
investment advisory fees aggregating .22% of the average net assets of the
Portfolio. For the same period, PIMC waived fees of approximately .15% of the
average net assets of the 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. The services provided and the fees payable by the
Fund for these services are described in the Statement of Additional Information
under "Investment Advisory, Distribution and Servicing Arrangements."

DISTRIBUTOR

Counsellors Securities Inc., a wholly-owned subsidiary of Warburg
Pincus Asset Management, Inc. with a principal business address at 466 Lexington
Avenue, New York, New York, acts as distributor for the Sansom Street Class of
the Fund pursuant to a distribution agreement and various supplements thereto
(the "Distribution Agreement"). The Distributor pays for the cost of printing
(excluding typesetting) and mailing to prospective investors prospectuses and
other materials relating to the Portfolio of the Fund as well as for related
direct mail, advertising and promotional expenses. The Distributor monitors the
support services provided by the Banks as described in "Shareholder Servicing"
below.

-22-

<PAGE>

EXPENSES

The expenses of each Portfolio are deducted from the total income of
such Portfolio before dividends are paid. 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
on the relative net assets of the investment portfolios at the time such
expenses were accrued. The Sansom Street Classes of the Fund pay their own
distribution fees, and may pay a different share than other classes of the Fund
of other expenses (excluding advisory and custodial fees) if those expenses are
actually incurred in a different amount by the Sansom Street Classes or if they
receive different services.

The investment adviser may assume expenses of the Portfolio from time
to time. In certain circumstances, it may assume such expenses on the condition
that it be 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 lowering a Portfolio's expense ratio and of increasing yield to
investors.

BANKING LAWS

Banking laws and regulations currently prohibit a bank holding company
registered under the Federal Bank Holding Company Act of 1956 or any bank or
non-bank affiliate thereof from sponsoring, organizing, controlling, or
distributing the shares of a registered, open-end investment company
continuously engaged in the issuance of its shares, and prohibit banks generally
from issuing, underwriting, selling or distributing securities, but such banking
laws and regulations do not prohibit such a holding company or affiliate or
banks generally from acting as investment adviser, transfer agent or custodian
to such an investment company, or from purchasing shares of such a company as
agent for and upon the order of such a customer. PNC Bank, PIMC, PFPC, as well
as the Banks, are subject to such banking laws and regulations. In addition,
state securities laws on this issue may differ from the interpretations of
federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law.

Should future legislative, judicial or administrative action prohibit
or restrict the activities of Banks in connection with the provision of support
services to their customers, the Fund

-23-

<PAGE>

might be required to alter materials or cause the fund to discontinue its
arrangements with Banks generally and change its method of operations with
respect to the Sansom Street Shares. It is not anticipated, however, that any
change in the Fund's method of operations would affect its net asset value per
share or result in a financial loss to any customer.

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
shareholders. All distributions are reinvested in the form of additional full
and fractional Shares of the Sansom Street 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 the close of regular
trading of the NYSE. Net short-term capital gains, if any, will be distributed
at least annually.

TAXES
- --------------------------------------------------------------------------------

The following discussion is only a brief summary of some of the
important tax considerations generally affecting the Portfolio and its
shareholders and is not intended as a substitute for careful tax planning.
Accordingly, investors 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, it 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 interest
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 eligible for the
corporate dividends received deduction.

-24-

<PAGE>

holder 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 current nominal maximum
marginal rate on ordinary income for individuals, trusts and estates is
generally 39%, while the maximum rate imposed on mid-term and other long-term
capital gain of such taxpayers is 28% and 20%, respectively. 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
specified date in such a month will be deemed to have been received by the
shareholders on December 31, provided such dividends are paid during January of
the following year. The Portfolio intends to make sufficient actual or deemed
distributions prior to the end of each calendar year to avoid liability for
federal 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.

Future legislative or administrative changes or court decisions may
materially affect the tax consequences of investing in one or more portfolios of
the Fund. Shareholders are also urged to consult their tax advisers concerning
the application of state and local income taxes to investments in the Fund which
may differ from the federal income tax consequences described above.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

The Fund offers multiple classes of shares in the Money Market
Portfolio to expand its marketing 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, which may affect
performance. Each class of Common Stock of the Fund has a separate Rule 12b-1
distribution plan. Under the Distribution Agreements entered into with the
Distributor and pursuant to each of the distribution plans, the Distributor is
entitled to receive from each class as compensation for distribution services
provided to that class a distribution fee based on average daily net assets. A
salesperson or any other person entitled to receive

-25-

<PAGE>

compensation for servicing Fund shares may receive different compensation with
respect to different classes in a Portfolio of the Fund. An investor may contact
the Fund's Distributor by calling 1-800-888-9723 to request more information
concerning other classes available.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE SANSOM STREET CLASS OF THE MONEY
MARKET PORTFOLIO AND DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES,
OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO THE SANSOM STREET CLASS OF
THIS PORTFOLIO.

The Fund currently does not intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. The law
under certain circumstances provides shareholders with the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent 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
Additional 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 November 15, 1997, 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.

-26-

<PAGE>

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) 430-9618.

-27-

<PAGE>

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

CONTENTS

PAGE

FEE TABLE......................................................... 4
FINANCIAL HIGHLIGHTS.............................................. 6
INVESTMENT OBJECTIVES AND POLICIES................................ 11
INVESTMENT LIMITATIONS............................................ 22
PURCHASE AND REDEMPTION OF SHARES................................. 25
NET ASSET VALUE................................................... 31
MANAGEMENT........................................................ 32
DISTRIBUTION OF SHARES............................................ 36
DIVIDENDS AND DISTRIBUTIONS....................................... 36
TAXES............................................................. 37
DESCRIPTION OF SHARES............................................. 39
OTHER INFORMATION................................................. 41

INVESTMENT ADVISER
PNC Institutional Management Corporation
Wilmington, Delaware

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

================================================================================

================================================================================
GRUNTAL & CO. INCORPORATED
ESTABLISHED 1880

MEMBER NEW YORK STOCK EXCHANGE

PROSPECTUS
THE BEDFORD FAMILY

MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------
MUNICIPAL MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------
GOVERNMENT OBLIGATIONS
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------
NEW YORK MUNICIPAL
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------

DECEMBER 1, 1997

<PAGE>

THE BEDFORD FAMILY
OF

THE RBB FUND, INC.

The Bedford Family consists of four classes of common stock of The RBB
Fund, Inc. (the "Fund"), an open-end management investment company incorporated
under the laws of the State of Maryland on February 29, 1988. The Fund is
currently operating or proposing to operate twenty-two separate investment
portfolios. The shares (collectively, the "Bedford Shares" or "Shares") of the
classes (collectively, the "Bedford Classes") offered by this
Prospectus represent interests in a taxable money market portfolio, a municipal
money market portfolio, a U.S. Government obligations money market portfolio and
a New York municipal money market portfolio (together, the "Portfolios").
The investment objectives of each investment portfolio described in this
Prospectus are as follows:

MONEY MARKET PORTFOLIO -- 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.

MUNICIPAL MONEY MARKET PORTFOLIO -- to provide as high a level
of current interest income exempt from federal income taxes as is
consistent with maintaining liquidity and stability of principal. It
seeks to achieve such objective by investing substantially all of its
assets in a diversified portfolio of short-term Municipal Obligations.
"Municipal Obligations" are obligations issued by or on behalf of
states, territories and possessions of the United States, the District
of Columbia and their political subdivisions, agencies,
instrumentalities and authorities. During periods of normal market
conditions, at least 80% of the net assets of the Portfolio will be
invested in Municipal Obligations, the interest on which is exempt from
the regular federal income tax but which may constitute an item of tax
preference for purposes of the federal alternative minimum tax.

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO -- 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 short-term U.S. Treasury bills, notes
and other obligations issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, and repurchase agreements relating
to such obligations.

<PAGE>

NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO -- to provide as
high a level of current income that is exempt from federal, New York
State and New York City personal income taxes as is consistent with
preservation of capital and liquidity. It seeks to achieve its
objective by investing primarily in Municipal Obligations, the interest
on which is exempt from the regular federal income tax and is not an
item of tax preference for purposes of the federal alternative minimum
tax ("Tax-Exempt Interest") and is exempt from New York State and New
York City personal income taxes and which meet certain ratings criteria
and present minimal credit risks. The New York Municipal Money Market
Portfolio may invest a significant percentage of its assets in a single
issuer, and therefore investment in this Portfolio may be riskier than
an investment in other types of money market funds.

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 PORTFOLIOS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

An investor may purchase and redeem Shares of any of the Bedford
Classes through his broker or by direct purchases or redemptions. See "Purchase
and Redemption of Shares."

PNC Institutional Management Corporation ("PIMC") serves as investment
adviser for the Portfolios, PNC Bank, National Association ("PNC Bank") serves
as sub-adviser for all Portfolios other than the New York Municipal Money Market
Portfolio, which has no sub-adviser, and serves as custodian for the Fund. PFPC
Inc. ("PFPC") serves as administrator of the Municipal Money Market and New York
Municipal Money Market Portfolios and the transfer and dividend disbursing agent
for the Fund. Counsellors Securities Inc. (the "Distributor") acts as
distributor for the Fund.

-2-

<PAGE>

- --------------------------------------------------------------------------------
PROSPECTUS December 1, 1997

-3-

<PAGE>

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (BEDFORD CLASSES)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS

The Fee Table below contains a summary of the annual operating expenses
of the Bedford Classes of the Portfolios based on expenses incurred for the
fiscal year ended August 31, 1997, as a percentage of average daily net assets.
An example based on the summary is also shown.

<TABLE>
<CAPTION>
GOVERNMENT NEW YORK
MUNICIPAL OBLIGATIONS MUNICIPAL
MONEY MARKET MONEY MARKET MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------ ------------ ------------ ------------

Management Fees (after waivers)(1).............. .22% .04% .30% .02%

12b-1 Fees(1) .................................. .53 .56 .56 .52

Other Expenses.................................. .22 .25 .115 .26
--- --- ---- ---

Total Fund Operating Expenses
(Bedford Classes) (after waivers)(1).......... .97% .85% .975% .80%
=== === ==== ===
<FN>

(1) Management Fees and 12b-1 Fees are based on average daily net assets and
are calculated daily and paid monthly. Before waivers for the Money Market
Portfolio, Municipal Money Market Portfolio, Government Obligations Money
Market Portfolio and New York Municipal Money Market Portfolio, Management
Fees would be .37%, .33%, .41% and .35%, respectively, and Total Fund
Operating Expenses would be 1.12%, 1.14%, 1.09% and 1.13%, respectively.

</FN>

</TABLE>

EXAMPLE

An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Money Market*............................. $10 $31 $54 $119
Municipal Money Market*................... $ 9 $27 $47 $105
Government Obligations Money Market*...... $10 $31 $54 $120
New York Municipal Money Market*.......... $ 8 $26 $44 $ 99

* Other classes of these Portfolios are sold with different fees and expenses.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses (Bedford Classes)" remain the same in the years shown. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Long-term shareholders
may pay more than the economic equivalent of the maximum front-end sales charge
permitted by the National Association of Securities Dealers, Inc.

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Bedford Classes of the Fund
will bear directly or indirectly.

-4-

<PAGE>

(For more complete descriptions of the various costs and expenses, see
"Management -- Investment Adviser and Sub-Adviser" and "Distribution of Shares"
below.) Expense figures are based on actual costs and fees charged to the
Classes. The Fee Table reflects a voluntary waiver of Management Fees for each
Portfolio. However, there can be no assurance that any future waivers of
Management Fees will not vary from the figures reflected in the Fee Table. To
the extent that any service providers assume additional expenses of the
Portfolios, such assumption will have the effect of lowering a Portfolio's
overall expense ratio and increasing its yield to investors.

From time to time a 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 a Portfolio refers to the income
generated by an investment in a Portfolio over a seven-day period (which period
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 percentage 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. Each of the Municipal Money
Market Portfolio's and the New York Municipal Money Market Portfolio's
"tax-equivalent yield" may also be quoted from time to time, which shows the
level of taxable yield needed to produce an after-tax equivalent to such
Portfolio's tax-free yield. This is done by increasing the Municipal Money
Market Portfolio's yield (calculated as above) by the amount necessary to
reflect the payment of federal income tax at a stated tax rate and by increasing
the New York Municipal Money Market Portfolio's yield (calculated as above) by
the amount necessary to reflect the payment of federal, New York State and New
York City personal income taxes at stated rates.

The yield of any investment is generally a function of portfolio
quality and maturity, type of investment and operating expenses. The yield on
Shares of any of the Bedford Classes will fluctuate and is not necessarily
representative of future results. Any fees charged by broker/dealers directly to
their customers in connection with investments in the Bedford Classes are not
reflected in the yields of the Shares of the Bedford Classes, and such fees, if
charged, will reduce the actual return received by shareholders on their
investments. The yield on Shares of the Bedford Classes 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 of the classes of that
Portfolio. See "Expenses."

-5-

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The table below sets forth certain information concerning the
investment results of the Bedford Classes representing interests in the Money
Market, Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Portfolios for the periods indicated. The financial data
included in this table for each of the periods ended August 31, 1993 through
August 31, 1997 are part of the Fund's financial statements for each of the
Portfolios, which have been incorporated by reference into the Statement of
Additional Information and have been audited by Coopers & Lybrand L.L.P.,
("Coopers") the Fund's independent accountants. The financial data for each of
the Portfolios for the periods ended August 31, 1989, 1990, 1991 and 1992 are a
part of previous financial statements audited by Coopers. Further information
about the performance of the Portfolios is available in the Annual Report to
Shareholders. Both the Statement of Additional Information and the Annual Report
to Shareholders may be obtained free of charge by calling the telephone number
on page 1 of this Prospectus.

-6-

<PAGE>

THE BEDFORD FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS(c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

MONEY MARKET PORTFOLIO
----------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993 1992 1991
--------- ---------- ---------- ---------- ---------- ---------- ----------

Net asset value,
beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- -------- -------- -------- -------- --------

Income from investment
operations:
Net investment income 0.0462 0.0469 0.0486 0.0278 0.0243 0.0375 0.0629
Net gains on securities
(both realized and
unrealized).......... -- -- -- -- -- 0.0007 --
---------- ---------- -------- -------- -------- -------- --------

Total from invest-
ment operations 0.0462 0.0469 0.0486 0.0278 0.0243 0.0382 0.0629
---------- ---------- -------- -------- -------- -------- --------

Less distributions
Dividends (from net
investment income).. (0.0462) (0.0469) (0.0486) (0.0278) (0.0243) (0.0375) (0.0629)
Distributions (from
capital gains)..... -- -- -- -- -- (0.0007) --
---------- ---------- -------- -------- -------- -------- --------
Total distributions (0.0462) (0.0469) (0.0486) (0.0278) (0.0243) (0.0382) (0.0629)
---------- ---------- -------- -------- -------- -------- --------

Net asset value, end of
period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ======== ======== ======== ======== ========

Total return........... 4.72% 4.79% 4.97% 2.81% 2.46% 3.89% 6.48%
Ratios/Supplemental Data
Net assets, end of
period (000)....... $1,392,911 $1,109,334 $935,821 $710,737 $782,153 $736,842 $747,530
Ratios of expenses to
average net assets. .97%(a) .97%(a) .96%(a) .95%(a) .95%(a) .95%(a) .92%(a)
Ratios of net investment
income to average net
assets............. 4.62% 4.69% 4.86% 2.78% 2.43% 3.75% 6.29%

</TABLE>

FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
AUGUST 31, AUGUST 31,
1990 1989
---------- ------------------

Net asset value,
beginning of period $ 1.00 $ 1.00
-------- --------

Income from investment
operations:
Net investment income 0.0765 0.0779
Net gains on securities
(both realized and
unrealized).......... -- --
-------- --------

Total from invest-
ment operations 0.0765 0.0779
-------- --------

Less distributions
Dividends (from net
investment income).. (0.0765) (0.0779)
Distributions (from
capital gains)..... -- --
-------- --------
Total distributions (0.0765) (0.0779)
-------- --------

Net asset value, end of
period............... $ 1.00 $ 1.00
======== ========

Total return........... 7.92% 8.81%(b)
Ratios/Supplemental Data
Net assets, end of
period (000)....... $709,757 $152,311
Ratios of expenses to
average net assets. .92%(a) .93%(a)(b)
Ratios of net investment
income to average net
assets............. 7.65% 8.61%(b)

<FN>

(a) Without the waiver of advisory and administration fees, and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Money Market Portfolio would have been 1.12%,
1.14%, 1.17%, 1.16%, 1.19%, 1.20%, 1.17% and 1.16% for the years ended
August 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991 and 1990, respectively,
and 1.27% annualized for the period ended August 31, 1989.

(b) Annualized.

</TABLE>

-7-

<PAGE>

THE BEDFORD FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS(c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
MUNICIPAL MONEY MARKET PORTFOLIO
----------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993 1992 1991
--------- ---------- ---------- ---------- ---------- ---------- ----------

Net asset value,
beginning of period. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- -------- -------- --------
Income from investment
operations:
Net investment income 0.0285 0.0288 0.0297 0.0195 0.0195 0.0287 0.0431
Net gains on securities
(both realized and
unrealized)......... -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total from invest-
ment operations. 0.0285 0.0288 0.0297 0.0195 0.0195 0.0287 0.0431
-------- -------- -------- -------- -------- -------- --------
Less distributions
Dividends (from net
investment income).. (0.0285) (0.0288) (0.0297) (0.0195) (0.0195) (0.0287) (0.0431)
Distributions (from
capital gains)...... -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total
distributions... (0.0285) (0.0288) (0.0297) (0.0195) (0.0195) (0.0287) (0.0431)
-------- -------- -------- -------- -------- -------- --------
Net asset value, end of
period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ======== ========
Total return........... 2.88% 2.92% 3.01% 1.97% 1.96% 2.90% 4.40%
Ratios/Supplemental Data
Net assets, end of
period (000)....... $213,034 $201,940 $198,425 $182,480 $215,577 $176,950 $215,140
Ratios of expenses to
average net assets. .85%(a) .84%(a) .82%(a) .77%(a) .77%(a) .77%(a) .74%(a)
Ratios of net investment
income to average net
assets............. 2.85% 2.88% 2.97% 1.95% 1.95% 2.87% 4.31%

</TABLE>

FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS)
AUGUST 31, TO AUGUST 31,
1990 1989
---------- -----------------

Net asset value,
beginning of period. $ 1.00 $ 1.00
-------- --------

Income from investment
operations:
Net investment income 0.0522 0.0513
Net gains on securities
(both realized and
unrealized)......... -- --
-------- --------

Total from invest-
ment operations. 0.0522 0.0513
-------- --------

Less distributions
Dividends (from net
investment income).. (0.0522) (0.0513)
Distributions (from
capital gains)...... -- --
-------- --------
Total
distributions... (0.0522) (0.0513)
-------- --------

Net asset value, end of
period............... $ 1.00 $ 1.00
======== ========

Total return........... 5.35% 5.72%(b)
Ratios/Supplemental Data
Net assets, end of
period (000)....... $195,566 $ 85,806
Ratios of expenses to
average net assets. .75%(a) .73%(a)(b)
Ratios of net investment
income to average net
assets............. 5.22% 5.70%(b)
<FN>

(a) Without the waiver of advisory and administration fees, and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Municipal Money Market Portfolio would have been
1.14%, 1.12%, 1.14%, 1.12%, 1.16%, 1.15%, 1.13% and 1.14% for the years
ended August 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991 and 1990,
respectively, and 1.27% annualized for the period ended August 31, 1989.

(b) Annualized.

</TABLE>

-8-

<PAGE>

THE BEDFORD FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS(c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
----------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993 1992 1991
--------- ---------- ---------- ---------- ---------- ---------- ----------

Net asset value,
beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- -------- -------- --------
Income from investment
operations:
Net investment income 0.0449 0.0458 0.0475 0.0270 0.0231 0.0375 0.0604
Net gains on securities
(both realized and
unrealized)........ -- -- -- -- -- 0.0009 --
-------- -------- -------- -------- -------- -------- --------
Total from invest-
ment operations.. 0.0449 0.0458 0.0475 0.0270 0.0231 0.0384 0.0604
-------- -------- -------- -------- -------- -------- --------
Less distributions
Dividends (from net
investment income). (0.0449) (0.0458) (0.0475) (0.0270) (0.0231) (0.0375) (0.0604)
Distributions (from
capital gains)..... -- -- -- -- -- (0.0009) --
-------- -------- -------- -------- -------- -------- --------
Total distributions (0.0449) (0.0458) (0.0475) (0.0270) (0.0231) (0.0384) (0.0604)
-------- -------- -------- -------- -------- -------- --------
Net asset value, end of
period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ======== ========
Total return........... 4.59% 4.68% 4.86% 2.73% 2.33% 3.91% 6.21%
Ratios/Supplemental Data
Net assets, end of
period (000)....... $209,715 $192,599 $163,398 $166,418 $213,741 $225,101 $368,899
Ratios of expenses to
average net assets. .975%(a) .975%(a) .975%(a) .975%(a) .975%(a) .975%(a) .95%(a)
Ratios of net investment
income to average net
assets............. 4.49% 4.58% 4.75% 2.70% 2.31% 3.75% 6.04%

</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS)
AUGUST 31, TO AUGUST 31,
1990 1989
---------- -----------------

Net asset value,
beginning of period $ 1.00 $ 1.00
-------- --------
Income from investment
operations:
Net investment income 0.0748 0.0725
Net gains on securities
(both realized and
unrealized)........ -- --
-------- --------
Total from invest-
ment operations.. 0.0748 0.0725
-------- --------
Less distributions
Dividends (from net
investment income). (0.0748) (0.0725)
Distributions (from
capital gains)..... -- --
-------- --------
Total distributions (0.0748) (0.0725)
-------- --------
Net asset value, end of
period............... $ 1.00 $ 1.00
======== ========
Total return........... 7.74% 8.64%(b)
Ratios/Supplemental Data
Net assets, end of
period (000)....... $209,378 $ 66,281
Ratios of expenses to
average net assets. .95%(a) .96%(a)(b)
Ratios of net investment
income to average net
assets............. 7.48% 8.34%(b)

<FN>
(a) Without the waiver of advisory fees and without the reimbursement of
certain operating expenses, the ratios of expenses to average net assets
for the Government Obligations Money Market Portfolio would have been
1.09%, 1.10%, 1.13%, 1.17%, 1.18%, 1.12%, 1.13% and 1.17% for the years
ended August 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991 and 1990,
respectively, and 1.40% annualized for the period ended August 31, 1989.

(b) Annualized.

</FN>

</TABLE>

-9-

<PAGE>

THE BEDFORD FAMILY
THE RBB FUND, INC.

FINANCIAL HIGHLIGHTS(c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO
----------------------------------------------------------------------------------------------------
FOR THE PERIOD
JULY 13, 1990
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------------

Net asset value,
beginning of period..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- ------- ------- ------- -------
Income from investment operations:
Net investment income..... 0.0276 0.0278 0.0290 0.0198 0.0234 0.0300 0.0369 0.0060
Net gains on securities (both
realized and unrealized) -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Total from investment
operations.......... 0.0276 0.0278 0.0290 0.0198 0.0234 0.0300 0.0369 0.0060
------- ------- ------- ------- ------- ------- ------- -------
Less distributions
Dividends (from net investment
income)................. (0.0276) (0.0278) (0.0290) (0.0198) (0.0234) (0.0300) (0.0369) (0.0060)
Distributions (from capital
gains).................. -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Total distributions... (0.0276) (0.0278) (0.0290) (0.0198) (0.0234) (0.0300) (0.0369) (0.0060)
------- ------- ------- ------- ------- ------- ------- -------
Net asset value,
end of period............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= ======= ======= ======= =======
Total return................ 2.80% 2.83% 2.94% 2.00% 2.37% 3.04% 3.76% 4.50%(b)
Ratios/Supplemental Data
Net assets, end of
period (000)............ $79,146 $68,116 $60,330 $52,222 $55,677 $40,751 $34,183 $35,662
Ratios of expenses to average
net assets.............. .80%(a) .78%(a) .76%(a) .50%(a) .14%(a) .33%(a) .89%(a) .95%(a)(b)
Ratios of net investment income to
average net assets...... 2.76% 2.78% 2.90% 1.98% 2.34% 3.00% 3.69% 4.41%(b)
<FN>

(a) Without the waiver of advisory fees and without the reimbursement of
certain operating expenses, the ratios of expenses to average net assets
for the New York Municipal Money Market Portfolio would have been 1.13%,
1.14%, 1.22%, 1.20%, 1.20%, 1.22%, and 1.25% for the years ended August 31,
1997, 1996, 1995, 1994, 1993, 1992, and 1991, respectively, and 1.14%
annualized for the period ended August 31, 1990.

(b) Annualized.

</FN>

</TABLE>

-10-

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO

BANK OBLIGATIONS. The Portfolio may purchase obligations of issuers in
the banking industry such as short-term obligations of bank holding companies,
certificates of deposit, bankers' acceptances and time deposits, including U.S.
dollar-denominated 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 foreign 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 in addition to those of domestic
issuers, including higher transaction costs, less complete financial
information, less stringent regulatory requirements and less market liquidity.
The Portfolio may also make interest-bearing savings deposits in commercial and
savings banks in amounts not in excess 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 rating organization ("Rating Organization"). These rating
categories are described in the Appendix to the Statement of Additional
Information. The Portfolio may also purchase 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 purchased by the Portfolio may include instruments
issued by foreign issuers, such as Canadian Commercial Paper ("CCP"), which is
U.S. dollar-denominated

-11-

<PAGE>

commercial paper issued by a Canadian corporation or a Canadian counterpart of a
U.S. corporation, and in Europaper, which is U.S. dollar-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 instruments that permit the indebtedness
thereunder to vary and provide for periodic 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 13 months, depending upon the note involved) to
demand payment of the principal of a note. The notes are not typically rated by
credit rating agencies, 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 continuing creditworthiness of issuers of such notes to determine whether
the Portfolio should continue to hold such notes.

-12-

<PAGE>

by U.S. Government agencies and, instrumentalities or issued by private
companies. Asset-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 asset-backed security's stated maturity may be shortened, and the
security's total return may be difficult to predict precisely. Such difficulties
are not expected, however, to have a significant effect on the Portfolio since
the remaining maturity of any asset-backed security acquired will be 13 months
or less. Asset-backed securities are considered an industry for industry
concentration purposes. See "Investment Limitations." In periods of falling
interest rates, the rate of mortgage prepayments tends to increase. During these
periods, the reinvestment of proceeds by a Portfolio will generally be at lower
rates than the rates on the prepaid obligations.

REVERSE REPURCHASE AGREEMENTS. The Portfolio may enter into reverse
repurchase agreements with respect to portfolio securities. A reverse repurchase
agreement involves a sale by a Portfolio of securities that it holds
concurrently with an agreement by the Portfolio to repurchase them at an agreed
upon time and price. 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 Portfolio is obligated to repurchase. Reverse repurchase
agreements are considered to be borrowings by the Portfolio under the Investment
Company Act of 1940 (the "1940 Act").

MUNICIPAL OBLIGATIONS. In addition, the Portfolio may, when deemed
appropriate by its investment adviser in light of the Portfolio's investment
objective, invest without limitation in high quality, short-term Municipal
Obligations issued by state and local governmental issuers, the interest on
which may be taxable or tax-exempt for federal income tax purposes, provided
that such obligations carry yields that are competitive with those of other
types of Money Market Instruments of comparable quality. For a more complete
discussion of Municipal Obligations, see "Investment Objectives and Policies --
Municipal Money Market Portfolio -- Municipal Obligations."

-13-

<PAGE>

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by commitments"
with respect to Municipal Obligations 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 received. 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 conditions. 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
investment 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 purchase in the two highest rating
categories by one or more Rating Organizations (e.g., commercial paper rated
"A-1" or "A-2" by Standard & Poor's Ratings Services ("S&P")), (3) securities
that are rated at the time of purchase by the only Rating Organization rating
the security in one of its two highest rating categories for such securities,
and (4) securities that are not rated and are issued by an issuer that does not
have comparable obligations rated by a Rating Organization ("Unrated
Securities"), provided that such securities are determined to be of comparable
quality to eligible rated securities. For a more complete description of
eligible securities, see "Investment Objectives and Policies" in the Statement
of Additional Information.

-14-

<PAGE>

the prices at which they are valued, GICs, 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 limitation. 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.

MUNICIPAL MONEY MARKET PORTFOLIO

The Municipal Money Market Portfolio's investment objective is to
provide as high a level of current interest income exempt from federal income
taxes as is consistent with maintaining liquidity and relative stability of
principal. The Municipal Money Market Portfolio invests substantially all of its
assets in a diversified portfolio of short-term Municipal Obligations, the
interest on which, in the opinion of bond counsel or counsel to the issuer, as
the case may be, is exempt from the regular federal income tax. During periods
of normal market conditions, at least 80% of the net assets of the Municipal
Money Market Portfolio will be invested in Municipal Obligations. Municipal
Obligations include securities the interest on which is Tax- Exempt Interest,
although to the extent the Portfolio invests in certain private activity bonds
issued after August 7, 1986 ("Alternative Minimum Tax Securities"), a portion of
the interest earned by the Portfolio may constitute an item of tax preference
for purposes of the federal alternative minimum tax ("AMT Interest"). There is
no assurance that the investment objective of the Portfolio will be achieved.

-15-

<PAGE>

assets which may be held uninvested during temporary defensive periods.
Uninvested cash reserves will not earn income.

The two principal classifications of Municipal Obligations are "general
obligation" securities and "revenue" securities. General obligation securities
are secured by the issuer's pledge of its full faith, credit and taxing power
for the payment of principal and interest. Revenue securities are payable only
from the revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special excise tax or other specific
excise tax or other specific revenue source such as the user of the facility
being financed. Revenue securities include private activity bonds which are not
payable from the unrestricted revenues of the issuer. Consequently, the credit
quality of private activity bonds is usually directly related to the credit
standing of the corporate user of the facility involved.

Although the Municipal Money Market Portfolio may invest more than 25%
of its net assets in (i) Municipal Obligations whose issuers are in the same
state, (ii) Municipal Obligations the interest on which is paid solely from
revenues of similar projects, and (iii) private activity bonds bearing
Tax-Exempt Interest, it does not currently intend to do so on a regular basis.
To the extent the Municipal Money Market Portfolio's assets are concentrated in
Municipal Obligations that are payable from the revenues of similar projects or
are issued by issuers located in the same state, the Portfolio will be subject
to the peculiar risks presented by the laws and economic conditions relating to
such states or projects to a greater extent than it would be if its assets were
not so concentrated.

-16-

<PAGE>

securities held by a custodian and such receipts include the option to tender
the underlying securities to the sponsor (usually a bank, broker-dealer or other
financial institution). Although the Internal Revenue Service has not ruled on
whether the interest received on derivative securities in the form of
participation interests or custodial receipts is Tax-Exempt Interest, opinions
relating to the validity of, and the tax-exempt status of payments received by,
the Portfolio from such derivative securities are rendered by counsel to the
respective sponsors of such derivatives and relied upon by the Portfolio in
purchasing such securities. Neither the Portfolio nor its investment adviser
will review the proceedings relating to the creation of any tax-exempt
derivative securities or the basis for such legal opinions.

WHEN-ISSUED SECURITIES. The Portfolio may also purchase portfolio
securities on a "when-issued" basis as described under "Investment Objectives
and Policies -- Money Market Portfolio -- When-Issued Securities."

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio as described under
"Investment Objectives and Policies -- Money Market Portfolio -- Stand-By
Commitments."

ELIGIBLE SECURITIES. The Municipal Money Market Portfolio will only
purchase "eligible securities" that present minimal credit risks as determined
by the Portfolio's investment adviser pursuant to guidelines adopted by the
Board of Directors. For a more complete description of eligible securities, see
"Investment Objectives and Policies -- Money Market Portfolio -- Eligible
Securities" and "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 securities as described under "Investment Objectives and
Policies -- Money Market Portfolio -- Illiquid Securities" and "Investment
Objectives and Policies -- Illiquid Securities" in the Statement of Additional
Information.

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

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<PAGE>

Government obligations in which the Portfolio may invest include a variety of
U.S. Treasury obligations, which differ only in their interest rates,
maturities, and times of issuance, and obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities, including mortgage-related
securities. Obligations of certain agencies and instrumentalities of the U.S.
Government, such as the Government National Mortgage Association and the
Export-Import Bank of the United States, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Student Loan Marketing Association,
are supported by the discretionary authority of the U.S. Government to purchase
the agency's obligations; still others, such as those of the Federal Farm Credit
Banks or the Federal Home Loan Mortgage Corporation, are supported only by the
credit of the instrumentality. No assurance can be given that the U.S.
Government would provide financial support to U.S. Government-sponsored agencies
or instrumentalities if it is not obligated to do so under law. The Portfolio
will invest in the obligations of such agencies or instrumentalities only when
the investment adviser believes that the credit risk with respect thereto is
minimal. There is no assurance that the investment objective of the Portfolio
will be achieved.

REPURCHASE AGREEMENTS. The Portfolio may agree to purchase government
securities from financial institutions subject to the seller's agreement to
repurchase them at an agreed upon time and price ("repurchase agreements"). For
a more complete description of repurchase agreements, see "Investment Objectives
and Policies--Money Market Portfolio--Repurchase Agreements."

REVERSE REPURCHASE AGREEMENTS. The Portfolio may borrow funds by
entering into reverse repurchase agreements in accordance with the investment
restrictions described below. The Portfolio would consider entering into reverse
repurchase agreements to avoid otherwise selling securities during unfavorable
market conditions to meet redemptions. For a more complete description of
reverse repurchase agreements, see "Investment Objectives and Policies--Money
Market Portfolio-- Reverse Repurchase Agreements."

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<PAGE>

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES. Mortgage- related
securities consist of mortgage loans which are often assembled into pools, the
interests in which are issued and guaranteed by an agency or instrumentality of
the U.S. Government, though not necessarily by the U.S. Government itself. The
Fund may also acquire asset-backed securities as described under "Investment
Objectives and Policies--Money Market Portfolio--Asset-Backed Securities."

LENDING OF SECURITIES. The Portfolio may also lend its portfolio
securities to financial institutions in accordance with the investment
restrictions described below. Such loans would involve risks of delay in
receiving additional collateral in the event the value of the collateral
decreased below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans will be made only to
borrowers deemed by the Portfolio's investment adviser to be of good standing
and only when, in the adviser's judgment, the income to be earned from the loans
justifies the attendant risks. Any loans of the Portfolio's securities will be
fully collateralized and marked to market daily.

ILLIQUID SECURITIES. The Portfolio will not invest more than 10% of its
net assets in illiquid securities as described under "Investment Objectives and
Policies--Money Market Portfolio--Illiquid Securities" and "Investment
Objectives and Policies--Illiquid Securities" in the Statement of Additional
Information.

NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO

The New York Municipal Money Market Portfolio's investment objective is
to provide as high a level of current interest income that is exempt from
federal, New York State and New York City personal income taxes as is consistent
with preservation of capital and liquidity. During periods of normal market
conditions, at least 80% of the assets will be invested in Municipal
Obligations, the interest on which is Tax-Exempt Interest and which meet certain
ratings criteria and present minimal credit risks to the Portfolio. Portfolio
obligations held by the New York Municipal Money Market Portfolio will have
remaining maturities of 397 days or less ("short-term obligations"). Dividends
paid by the Portfolio which are derived from interest attributable to tax-exempt
obligations of the State of New York and its political subdivisions, as well as
of certain other governmental issuers such as Puerto Rico ("New York Municipal
Obligations"), will be excluded from gross income for federal income tax
purposes and exempt from New York State and New York City personal income taxes,
but will be subject to corporate franchise taxes. Dividends derived from
interest on

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tax-exempt obligations of other governmental issuers will be excluded from gross
income for federal income tax purposes, but will be subject to New York State
and New York City personal income taxes. The Fund expects that, except during
temporary defensive periods or when acceptable securities are unavailable for
investment by the Fund, at least 65% of the Fund's assets will be invested in
New York Municipal Obligations. There is no assurance that the investment
objective of the Portfolio will be achieved.

MUNICIPAL OBLIGATIONS. The Portfolio invests in short-term Municipal
Obligations. For a more complete discussion of Municipal Obligations, see
"Investment Objectives and Policies-- Municipal Money Market
Portfolio--Municipal Obligations."

Up to 20% of the Portfolio's assets may be invested in Alternative
Minimum Tax Securities. Investors should be aware of the possibility of federal,
state and local alternative minimum or minimum income tax liability on interest
from Alternative Minimum Tax Securities.

Although the New York Municipal Money Market Portfolio may invest more
than 25% of its net assets in (i) Municipal Obligations the interest on which is
paid solely from revenues of similar projects, and (ii) private activity bonds
bearing Tax- Exempt Interest, it does not currently intend to do so on a regular
basis. To the extent the New York Municipal Money Market Portfolio's assets are
concentrated in Municipal Obligations that are payable from the revenues of
similar projects, the Portfolio will be subject to the peculiar risks presented
by the laws and economic conditions relating to such states or projects to a
greater extent than it would be if its assets were not so concentrated.

TAX-EXEMPT DERIVATIVE SECURITIES. The Portfolio may invest in
tax-exempt derivative securities such as tender option bonds, custodial
receipts, participations, beneficial interests in trusts and partnership
interests. For a more complete description of such securities, see "Investment
Objectives and Policies--Municipal Money Market Portfolio--Tax-Exempt Derivative
Securities."

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<PAGE>

TAXABLE INVESTMENTS. The Portfolio may for defensive or other purposes
invest in certain short-term taxable securities when the Portfolio's investment
adviser believes that it would be in the best interests of the Portfolio's
investors to do so. Taxable securities in which the Portfolio may invest on a
short-term basis are obligations of the U.S. Government, its agencies or
instrumentalities, including repurchase agreements with banks or securities
dealers involving such securities; time deposits maturing in not more than seven
days; other debt securities rated within the two highest ratings assigned by
Moody's Investors Service, Inc. ("Moody's") or S&P; commercial paper rated in
the highest grade by Moody's or S&P; and certificates of deposit issued by
United States branches of United States banks with assets of $1 billion or more.
At no time will more than 20% of the Portfolio's total assets be invested in
taxable short-term securities unless the Portfolio's investment adviser has
determined to temporarily adopt a defensive investment policy in the face of an
anticipated softening in the market for Municipal Obligations in general.

ELIGIBLE SECURITIES. The New York Municipal Money Market Portfolio will
only purchase "eligible securities" that present minimal credit risks as
determined by the Portfolio's investment adviser pursuant to guidelines. For a
more complete description of eligible securities, see "Investment Objectives and
Policies--Money Market Portfolio--Eligible Securities" and "Investment
Objectives and Policies" in the Statement of Additional Information.

SPECIAL CONSIDERATIONS. As a non-diversified investment company, the
Portfolio may invest a greater proportion of its assets in the obligations of a
smaller number of issuers relative to a diversified portfolio. As a result, the
value of a non-diversified investment portfolio will fluctuate to a greater
degree upon changes in the value of each underlying security than a diversified
portfolio. In the opinion of the Portfolio's investment adviser, any risk to the
Portfolio would be mitigated by its policies restricting investments to
obligations with short-term maturities and obligations which qualify as eligible
securities.

The Portfolio's ability to meet its investment objective is dependent
upon the ability of issuers of New York Municipal Obligations to meet their
continuing obligations for the payment of principal and interest on their
securities. New York State and New York City face long-term economic problems
that could seriously affect their ability and that of other issuers of New York
Municipal Obligations to meet their financial obligations.

Investors should be aware that certain substantial issuers of New York
Municipal Obligations (including issuers whose obligations may be acquired by
the Portfolio) have experienced

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<PAGE>

serious financial difficulties in recent years. These difficulties have at times
jeopardized the credit standing and impaired the borrowing abilities of all New
York issuers and have generally contributed to higher interest costs for their
borrowing and fewer markets for their outstanding debt obligations. In recent
years, several different issues of municipal securities of New York State and
its agencies and instrumentalities and of New York City have been downgraded by
S&P and Moody's. On the other hand, strong demand for New York Municipal
Obligations has more recently had the effect of permitting New York Municipal
Obligations to be issued with yields relatively lower, and after issuance to
trade in the market at prices relatively higher, than comparably rated municipal
obligations issued by other jurisdictions. A recurrence of the financial
difficulties previously experienced by such issuers of New York Municipal
Obligations could result in defaults or declines in the market values of those
issuers' existing obligations and, possibly, in the obligations of other issuers
of New York Municipal Obligations. Although no issuers of New York Municipal
Obligations were as of the date of this Prospectus in default with respect to
the payment of their debt obligations, the occurrence of any such default could
adversely affect the market values and marketability of all New York Municipal
Obligations and, consequently, the net asset value of the Portfolio's shares.
Some of the significant financial considerations relating to the Fund's
investments in New York Municipal Obligations are summarized in the Statement of
Additional Information.

ILLIQUID SECURITIES. The Portfolio will not invest more than 10% of its
net assets in illiquid securities as described under "Investment Objectives and
Policies -- Money Market Portfolio -- Illiquid Securities" and "Investment
Objectives and Policies -- Illiquid Securities" in the Statement of Additional
Information.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------
The Money Market, Municipal Money Market, Government Obligations Money
Market and New York Municipal Money Market Portfolios' respective investment
objectives and the policies described above may be changed by the Fund's Board
of Directors without shareholder approval. The Portfolios may not, however,
change the following investment limitations (except as noted) without such a
vote of their respective shareholders. (A more detailed description of the
following investment limitations, together with other investment limitations
that cannot be changed without a vote of shareholders, is contained in the
Statement of Additional Information under "Investment Objectives and Policies.")

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<PAGE>

The Portfolios may not 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 a 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 a Portfolio's assets at the time of such
borrowing; or purchase portfolio securities while borrowings in excess of 5% of
the Portfolio's net assets are outstanding. (This borrowing provision is not for
investment leverage, but solely to facilitate management of a Portfolio's
securities by enabling the Portfolio to meet redemption requests where the
liquidation of portfolio securities is deemed to be disadvantageous or
inconvenient.)

The Money Market and Municipal Money Market Portfolios may not:

1. Purchase securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
and instrumentalities, 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 a
Portfolio, except that up to 25% of the value of a Portfolio's total
assets may be invested without regard to such 5% limitation.

The Money Market Portfolio may not:

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<PAGE>

fundamental investment limitations described above. These limitations 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 (as
defined below). "First Tier Securities" include eligible securities
that (i) if rated by more than one Rating Organization, are rated (at
the time of purchase) by two or more Rating Organizations in the
highest rating category for such securities, (ii) if rated by only one
Rating Organization, are rated by such Rating Organization 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
Securities 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 Securities, 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.

The Municipal Money Market Portfolio may not:

1. Purchase any securities which would cause more than 25% of
the value of the total assets of the Portfolio to be invested in
obligations at the time of purchase to be invested in issuers in the
same industry.

In addition, without the affirmative vote of the holders of a majority
of the Municipal Money Market Portfolio's outstanding shares, the Portfolio may
not change its policy of investing during normal market conditions at least 80%
of its net assets in obligations the interest on which is Tax-Exempt Interest or
AMT Interest.

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<PAGE>

The Government Obligations Money Market Portfolio may not:

1. Purchase securities other than U.S. Treasury bills, notes
and other obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, and repurchase agreements relating to
such obligations.

2. Make loans except that the Portfolio may purchase or hold
debt obligations in accordance with its investment objective, policies
and limitations, may enter into repurchase agreements for securities,
and may lend portfolio securities against collateral, consisting of
cash or securities which are consistent with the Portfolio's permitted
investments, which is equal at all times to at least 100% of the value
of the securities loaned. There is no investment restriction on the
amount of securities that may be loaned, except that payments received
on such loans, including amounts received during the loan on account of
interest on the securities loaned, may not (together with all
non-qualifying income) exceed 10% of the Portfolio's annual gross
income (without offset for realized capital gains) unless, in the
opinion of counsel to the Fund, such amounts are qualifying income
under federal income tax provisions applicable to regulated investment
companies.

The New York Municipal Money Market Portfolio may not:

1. Purchase any securities which would cause 25% or more of
the value of the Portfolio's total assets at the time of purchase to be
invested in the securities of issuers conducting their principal
business activities in the same industry; provided that this limitation
shall not apply to Municipal Obligations or governmental guarantees of
Municipal Obligations; and provided, further, that for the purpose of
this limitation only, private activity bonds that are considered to be
issued by non-governmental users (see the second investment limitation
above) shall not be deemed to be Municipal Obligations.

In addition, without shareholder approval, the Portfolio may not change
its policy of investing during normal market conditions at least 80% of its net
assets in obligations the interest on which is Tax-Exempt Interest.

PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
PURCHASE PROCEDURES

GENERAL. Bedford Shares are sold without a sales load on a continuous
basis by the Distributor. The Distributor is located

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<PAGE>

at 466 Lexington Avenue, New York, New York. Investors may purchase Bedford
Shares through an account maintained by the investor with his brokerage firm
(the "Account") and may also purchase Shares directly by mail or wire. The
minimum initial investment is $1,000, and the minimum subsequent investment is
$100. 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 good order 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. 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. On any Business Day, orders which are
accompanied by Federal Funds and received by PFPC 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 PFPC after 12:00 noon
Eastern Time but prior to the close of regular trading on the NYSE (generally
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 the close of regular
trading on the NYSE on any Business Day of the Fund, will be executed as of the
close of regular trading on the NYSE 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 the close of regular
trading on the NYSE or later, and orders as to which payment has been converted
to Federal Funds as of the close of regular trading on the NYSE or later on a
Business Day will be processed as of 12:00 noon Eastern Time on the following
Business Day.

PURCHASES THROUGH AN ACCOUNT. Purchases of Shares may be effected
through an investor's Account with his broker through procedures established in
connection with the requirements of Accounts at such broker. In such event,
beneficial ownership of Bedford 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 investment Account requirements. 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 broker, the broker may charge an
investor Account fees for automatic investment and other services provided to
the Account. Information concerning Account requirements, services and charges
should be obtained from an investor's broker, and this Prospectus should be read
in conjunction with any information received from a broker.

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<PAGE>

Shareholders whose shares are held in the street name account of a
broker and who desire to transfer such shares to the street name account of
another broker should contact their current broker.

A broker may offer investors maintaining Accounts the ability to
purchase Bedford Shares under an automatic purchase program (a "Purchase
Program") established by a participating broker. An investor who participates in
a Purchase Program will have his "free-credit" cash balances in his Account
automatically invested in Shares of the Bedford Class designated by the investor
as the "Primary Bedford Class" for his Purchase Program. The frequency of
investments and the minimum investment requirement will be established by the
broker and the Fund. In addition, the broker may require a minimum amount of
cash and/or securities to be deposited in an Account for participants in its
Purchase Program. The description of the particular broker's Purchase Program
should be read for details, and any inquiries concerning an Account under a
Purchase Program should be directed to the broker. A participant in a Purchase
Program may change the designation of the Primary Bedford Class at any time by
so instructing his broker.

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
guarantees that payment for such Shares will be made in Federal Funds to the
Fund's custodian prior to the close of regular trading on the NYSE on the same
day, such purchase orders 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 received by PFPC.

DIRECT PURCHASES. An investor may also make direct investments at any
time in any Bedford Class he selects through any broker that has entered into a
dealer agreement with the Distributor (a "Dealer"). An investor may make an
initial investment in any of the Bedford Classes by mail by fully completing and
signing an application obtained from a Dealer (the "Application"), specifying
the Portfolio in which he wishes to invest, and mailing it, together with a
check payable to "The Bedford Family" to The Bedford Family, c/o PFPC, P.O. Box
8950, Wilmington, Delaware 19899. The check must specify the name of the
Portfolio for which shares are being purchased. An Application will be returned
to the investor unless it contains the name of the Dealer from whom it was
obtained. Subsequent purchases may be made through a Dealer or by forwarding
payment to the Fund's transfer agent at the foregoing address.

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<PAGE>

this service. The Fund does not currently charge for effecting wire transfers
but reserves the right to do so in the future. 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)533-7719
(in Delaware call collect (302) 791-1196), and provide your name, address,
telephone number, Social Security or Tax Identification Number, the Bedford
Class selected, the amount being wired, and by which bank or Dealer. PFPC will
then provide an investor with a Fund account number. (Investors with existing
accounts should also notify PFPC prior to wiring funds.)

B. Instruct your bank or Dealer to wire the specified amount, together
with your assigned account number, to the Custodian:

PNC Bank, N.A., Philadelphia, Pa.
ABA-0310-0005-3.
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 initial purchases until it receives a fully
completed and signed Application.

For subsequent investments, an investor should follow steps A and B
above.

RETIREMENT PLANS. Bedford Shares may be purchased in conjunction with
individual retirement accounts ("IRAs") and rollover IRAs where PNC Bank acts as
custodian. For further information as to applications and annual fees, contact
the Distributor or your broker. To determine whether the benefits of an IRA are
available and/or appropriate, a shareholder should consult with a tax adviser.

REDEMPTION PROCEDURES

Redemption orders are effected at the net asset value per share next
determined 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
Bedford Shares through an account may redeem

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<PAGE>

Bedford Shares in his Account in accordance with instructions and limitations
pertaining to his Account by contacting his broker. If such notice is received
by PFPC by 12:00 noon Eastern Time on any Business Day, the redemption 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 business. 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 the close of regular
trading on the NYSE on a Business Day, the redemption will be effective as of
the close of regular trading on the NYSE 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.

An investor's brokerage firm may also redeem each day a sufficient
number of Shares of the Primary Bedford Class to cover debit balances created by
transactions in the Account or instructions for cash disbursements. Shares will
be redeemed on the same day that a transaction occurs that results in such a
debit balance or charge.

Each brokerage firm reserves the right to waive or modify criteria for
participation in an Account or to terminate participation in an Account for any
reason.

REDEMPTION OF SHARES OWNED DIRECTLY. A direct investor may redeem any
number of Shares by sending a written request to The Bedford Family, 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
requests for joint accounts require the signature of each joint owner. On
redemption requests of $5,000 or more, each signature must be guaranteed. A
signature guarantee may be obtained from a domestic bank or trust company,
broker, dealer, clearing agency or savings association who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion Program
(STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange,
Inc. Medallion Signature Program (MSP). Signature guarantees that are not part
of these programs will not be accepted.

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<PAGE>

by telephone to request the redemption by calling (888) 261-4073. Neither the
Fund, the Distributor, the Portfolios, PFPC nor any other Fund agent will be
liable for any loss, liability, cost or expense for following the procedures
below or for following instructions communicated by telephone that they
reasonably believe to be genuine.

The Fund's telephone transaction procedures include the following
measures: (1) requiring the appropriate telephone transaction privilege forms;
(2) requiring the caller to provide the names of the account owners, the account
social security number and name of the Portfolio, all of which must match the
Fund's records; (3) requiring the Fund's service representative to complete a
telephone transaction form, listing all of the above caller identification
information; (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 owners
of record at the bank account of record; (5) sending a written confirmation 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 shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners or other industry professionals, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by
attorney-in-fact under power of attorney.

Proceeds of a telephone redemption request will be mailed by check to
an investor's registered address unless he has designated in his Application or
Telephone Authorization Form 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 redemption request received prior to the close of regular
trading of the NYSE will result in redemption proceeds being wired to the
investor's bank account on the next bank business day. 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, although no fee is
currently contemplated.

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<PAGE>

$100; however, a broker may establish a higher minimum. An investor wishing to
use this check writing redemption procedure should complete specimen signature
cards (available from PFPC), and then forward such signature cards to PFPC. PFPC
will then arrange for the checks to be honored by PNC Bank. Investors who own
Shares through an Account should contact their brokers for signature cards.
Investors of joint accounts may elect to have checks honored with a single
signature. Check redemptions will be subject to PNC Bank's rules governing
checks. An investor will be able to stop payment on a check redemption. The Fund
or PNC Bank may terminate this redemption service at any time, and neither shall
incur any liability for honoring checks, for effecting redemptions to pay
checks, or for returning checks which have not been accepted.

ADDITIONAL REDEMPTION INFORMATION. The Fund ordinarily will make
payment for all Shares redeemed within seven days after receipt by PFPC of a
redemption request in proper form. Although the Fund will redeem Shares
purchased by check before the check clears, payment of the redemption proceeds
may be delayed 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. Investors should consider purchasing Shares
using a certified or bank check if they anticipate an immediate need for
redemption proceeds.

The Fund imposes no charge when Shares are redeemed. The Fund reserves
the right to redeem any account in a Bedford Class involuntarily, on thirty
days' notice, if such account falls below $500 and during such thirty day notice
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 provided by the rules of the Securities and Exchange Commission.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value per share of each class of the Portfolios for the
purpose of pricing purchase and redemption

-31-

<PAGE>

orders is determined twice each day, once as of 12:00 noon Eastern Time and once
as of the close of regular trading on the NYSE on each weekday with the
exception of those holidays on which either the NYSE or the FRB is closed.
Currently, the NYSE is closed on weekends and the customary national business
holidays of New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day and the preceding Friday or subsequent Monday when one of these
holidays falls on a Saturday or Sunday. The FRB is currently closed on weekends
and the same holidays on which the NYSE is closed as well as Veterans' Day and
Columbus Day. The net asset value of each class of the Portfolios is calculated
by adding the proportionate interest of each class in the value of the
securities, cash and other assets of the Portfolio, subtracting the actual and
accrued liabilities of the class and dividing the result by the number of
outstanding shares of the class. The net asset value per share of each class of
the Fund is determined independently of any of the Fund's other classes.

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
operates or proposes to operate twenty-two investment portfolios. Each of the
Bedford Classes represents interests in one of the following portfolios: the
Money Market Portfolio, the Municipal Money Market Portfolio, the Government
Obligations Money Market Portfolio and the New York Municipal Money Market
Portfolio.

-32-

<PAGE>

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly-owned subsidiary of PNC Bank, serves as the investment
adviser for each of the Portfolios. 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-adviser for each of the Portfolios
other than the New York Municipal Money Market Portfolio, which has no
sub-adviser. PNC Bank and its predecessors have been in the business of managing
the investments of fiduciary and other accounts in the Philadelphia area since
1847. PNC Bank and its subsidiaries currently manage over $38.7 billion of
assets, of which approximately $35.2 billion are mutual funds. PNC Bank, a
national bank whose principal business address is 1600 Market Street,
Philadelphia, Pennsylvania 19103, is a wholly-owned subsidiary of PNC Bancorp,
Inc. PNC Bancorp, Inc. is a bank holding company and a wholly-owned subsidiary
of PNC Bank Corp., a multi-bank holding company.

As investment adviser to the Portfolios, PIMC manages such Portfolios
and is responsible for all purchases and sales of portfolio securities. PIMC
also assists generally in supervising the operations of the Portfolios, and
maintains the Portfolios' financial accounts and records. PNC Bank, as
sub-adviser to all Portfolios other than the New York Municipal Money Market
Portfolio, which has no sub-adviser, provides research and credit analysis and
provides PIMC with certain other services. In entering into Portfolio
transactions for a Portfolio with a broker, PIMC may take into account the sale
by such broker of shares of the Fund, subject to the requirements of best
execution.

For the services provided and expenses assumed by it with respect to
the Municipal Money Market and New York Municipal Money Market Portfolios, PIMC
is entitled to receive the following fees, computed daily and payable monthly
based on the Portfolio's average daily net assets: .35% of the first $250
million; .30% of the next $250 million; and .25% 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 any Portfolio. For its sub-advisory
services, PNC Bank is entitled

-33-

<PAGE>

to receive from PIMC an amount equal to 75% of the advisory fees paid by the
Fund to PIMC with respect to any Portfolio for which PNC Bank acts as
sub-adviser. Such sub-advisory fees have no effect on the advisory fees payable
by such Portfolio to PIMC. In addition, PIMC may from time to time enter into an
agreement with one of its affiliates pursuant to which it delegates some or all
of its accounting and administrative obligations under its advisory agreements
with the Fund relating to any Portfolio. Any such arrangement would have no
effect on the advisory fees payable by each Portfolio to PIMC.

For the Fund's fiscal year ended August 31, 1997, the Fund paid
investment advisory fees aggregating .22% of the average net assets of the Money
Market Portfolio, .04% of the average net assets of the Municipal Money Market
Portfolio, .30% of the average net assets of the Government Obligations Money
Market Portfolio and .02% of the average net assets of the New York Municipal
Money Market Portfolio. For that same year, PIMC waived approximately .15%,
.29%, .11% and .33% of the average net assets of the Money Market Portfolio, the
Municipal Money Market Portfolio, the Government Obligations Money Market
Portfolio and the New York Municipal Money Market Portfolio, respectively.

ADMINISTRATOR

PFPC serves as the administrator for the Municipal Money Market and New
York Municipal Money Market Portfolios and generally assists such Portfolios in
all aspects of their administration and operation, including matters relating to
the maintenance of financial records and accounting. PFPC is entitled to an
administration fee, computed daily and payable monthly at a rate of .10% of the
average daily net assets of the Municipal Money Market and New York Municipal
Money Market Portfolios. PFPC's principal business address is 400 Bellevue
Parkway, Wilmington, Delaware 19809.

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
agreements with Dealers for the provision of certain shareholder support
services to customers of such Dealers who are shareholders of the Portfolios.
The services provided and the fees payable by the Fund for these services are
described in the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements."

-34-

<PAGE>

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor of the
Shares of each of the Bedford Classes of the Fund pursuant to a distribution
agreement and various supplements thereto (collectively, the "Distribution
Agreements").

EXPENSES

The expenses of each Portfolio are deducted from the total income of
such Portfolio before dividends are paid. 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. The Bedford Classes
of the Fund pay their own distribution fees and may pay a different share than
other classes of the Fund of other expenses (excluding advisory and custodial
fees) if those expenses are actually incurred in a different amount by the
Bedford Classes or if they receive different services.

The investment adviser may assume expenses of the Portfolios from time
to time. In certain circumstances, it may assume such expenses on the condition
that it is reimbursed by the Portfolios 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 lowering yield to
investors.

For the Fund's fiscal year ended August 31, 1997, the Fund's total
expenses were 1.12% of the average net assets with respect to the Bedford Class
of the Money Market Portfolio (not taking into account waivers and
reimbursements of .15%), were 1.14% of the average net assets with respect to
the Bedford Class of the Municipal Money Market Portfolio (not taking into
account waivers and reimbursements of .29%), were 1.09% of the average net
assets with respect to the Bedford Class of the Government Obligations Money
Market Portfolio (not taking into account waivers and reimbursements of .115%)
and were 1.13% of the average net assets with respect to the Bedford Class of
the New York Municipal Money Market Portfolios (not taking into account waivers
and reimbursements of .33%).

-35-

<PAGE>

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

The Board of Directors of the Fund approved and adopted the
Distribution Agreements and separate Plans of Distribution for each of the
Classes (collectively, the "Plans") pursuant to Rule 12b-1 under the 1940 Act.
Under each of the Plans, the Distributor is entitled to receive from the
relevant Bedford 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 relevant Bedford Class. The actual amount of such compensation is agreed
upon from time to time by the Fund's Board of Directors and the Distributor.
Under the Distribution Agreements, the Distributor has agreed to accept
compensation for its services thereunder and under the Plans in the amount of
.60% of the average daily net assets of the relevant Class on an annualized
basis in any year. 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 a Bedford Class on any day to the extent necessary to assure
that the fee required to be accrued by such Class does not exceed the income of
such 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 each of the Distribution Agreements and the relevant Plan, the
Distributor may reallocate an amount up to the full fee that it receives to
financial institutions, including Dealers, based upon the aggregate investment
amounts maintained by and services provided to shareholders of any relevant
Class serviced by such financial institutions. The Distributor may also
reimburse Dealers for other expenses incurred in the promotion of the sale of
Fund shares. The Distributor and/or 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 expenses.

Each of the Plans obligates the Fund, during the period it is in
effect, to accrue and pay to the Distributor on behalf of each Bedford Class the
fee agreed to under the relevant Distribution Agreement. Payments under the
Plans are not based on expenses actually incurred by the Distributor, and the
payments may exceed distribution expenses actually incurred.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of each of the Portfolios to each
Portfolio's shareholders. All distributions are reinvested in the form of
additional full and

-36-

<PAGE>

fractional Shares of the relevant Bedford Class unless a shareholder elects
otherwise.

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, investors in the Portfolios should consult their tax advisers with
specific reference to their own tax situation.

Each Portfolio will elect to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. So long as
a Portfolio qualifies for this tax treatment, it 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 interest dividends" or
that are treated as a return of capital) regardless of whether such
distributions are paid in cash or reinvested in additional shares. None of the
Portfolios intends to make distributions that will be eligible for the corporate
dividends received deduction.

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of any
Portfolio, and out of the portion of such net capital gain that constitutes
mid-term capital gain, will be taxed to shareholders as long-term capital gain
or mid-term capital gain, as the case may be, 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 current nominal maximum
marginal rate on ordinary income for individuals, trusts and estates is
generally 39%, while the maximum rate imposed on mid-term and other long-term
capital gain of such taxpayers is 28% and 20%, respectively. Corporate taxpayers
are taxed at the same rates on both ordinary income and capital gains.

-37-

<PAGE>

The Municipal Money Market Portfolio and the New York Municipal Money
Market Portfolio intend to pay substantially all of their dividends as "exempt
interest dividends." Investors in either of these Portfolios should note,
however, that taxpayers are required to report the receipt of tax-exempt
interest and "exempt interest dividends" in their federal income tax returns and
that in two circumstances such amounts, while exempt from regular federal income
tax, are subject to federal alternative minimum tax at a rate of 28% in the case
of individuals, trusts and estates and 20% in the case of corporate taxpayers.
First, tax-exempt interest and "exempt interest dividends" derived from certain
private activity bonds issued after August 7, 1986, will generally constitute an
item of tax preference for corporate and noncorporate taxpayers in determining
federal alternative minimum tax liability. The New York Municipal Money Market
Portfolio may invest up to 20% of its net assets in such private activity bonds
and the Municipal Money Market Portfolio may invest up to 100% of its net assets
in such private activity bonds, although the Municipal Money Market Portfolio
does not presently intend to do so. Secondly, tax-exempt interest and "exempt
interest dividends" derived from all Municipal Obligations must be taken into
account by corporate taxpayers in determining their adjusted current earnings
adjustment for federal alternative minimum tax purposes. Investors should
additionally be aware of the possibility of state and local alternative minimum
or minimum income tax liability, in addition to federal alternative minimum tax.
Shareholders who are recipients of Social Security Act or Railroad Retirement
Act benefits should further note that tax-exempt interest and "exempt interest
dividends" derived from all types of Municipal Obligations will be taken into
account in determining the taxability of their benefit payments. Exempt interest
dividends derived from interest on New York Municipal Obligations will also be
exempt from New York State and New York City personal income (but not corporate
franchise) taxes.

Each of the Municipal Money Market Portfolio and the New York Municipal
Money Market Portfolio will determine annually the percentages of its net
investment income which are exempt from the regular federal income tax, which
constitute an item of tax preference for purposes of the federal alternative
minimum tax, and which are fully taxable and will apply such percentages
uniformly to all distributions declared from net investment income during that
year. These percentages may differ significantly from the actual percentages for
any particular day. In addition, the New York Municipal Money Market Portfolio
will determine annually the percentage amounts exempt from New York State and
New York City personal income taxes, and the amounts, if any, subject to such
taxes. The exclusion or exemption of interest income for federal income tax
purposes, or New York State or New York City personal income tax purposes, in
most cases does not result in an exemption under the tax laws of any other state
or local authority. Investors who are subject to tax

-38-

<PAGE>

in other states or localities should consult their own tax advisers about the
taxation of dividends and distributions from each Portfolio by such states and
localities.

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 any one Portfolio is not intended to constitute a
balanced investment program. Shares of the Municipal Money Market Portfolio and
New York Municipal Money Market Portfolio would not be suitable for tax-exempt
institutions and may not be suitable for retirement plans qualified under
Section 401 of the Code, H.R. 10 plans and individual retirement accounts since
such plans and accounts are generally tax-exempt and, therefore, not only would
not gain any additional benefit from the Portfolios' dividends being tax-exempt
but also such dividends would be taxable when distributed to the beneficiary.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

-39-

<PAGE>

services to different investors. The expenses of the various classes within
these Portfolios vary based upon the services provided, which may affect
performance. Each class of Common Stock of the Fund has a separate Rule 12b-1
distribution plan. Under the Distribution Agreements entered into with the
Distributor and pursuant to each of the distribution plans, the Distributor is
entitled to receive from each class as compensation for distribution services
provided to that class a distribution fee based on average daily net assets. 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. An investor may contact the Fund's distributor by
calling 1-800-888- 9723 to request more information concerning other classes
available.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE BEDFORD CLASSES OF THE MONEY MARKET,
MUNICIPAL MONEY MARKET, GOVERNMENT OBLIGATIONS MONEY MARKET AND NEW YORK
MUNICIPAL MONEY MARKET PORTFOLIOS AND DESCRIBE ONLY THE INVESTMENT OBJECTIVES
AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO THE BEDFORD
CLASSES OF THESE PORTFOLIOS.

The Fund currently does not intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. The law
under certain circumstances provides shareholders with the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent required by law, the Fund will assist in shareholder communication in
such matters.

-40-

<PAGE>

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 November 15, 1997, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all of the
classes of the Fund.

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) 533-7719 (in Delaware call collect
(302) 791-1196).

-41-

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

-42-

<PAGE>
============================================= ================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS OR IN THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN BY REFERENCE, IN
CONNECTION WITH THE OFFERING MADE BY THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
FUND OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFERING BY THE FUND OR BY
THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.

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

CONTENTS

PAGE

INTRODUCTION.............................. 3
FINANCIAL HIGHLIGHTS...................... 7
INVESTMENT OBJECTIVES AND POLICIES 11
INVESTMENT LIMITATIONS....................19
PURCHASE AND REDEMPTION OF SHARES.........21
NET ASSET VALUE...........................27 PROSPECTUS
MANAGEMENT................................28 THE BEDFORD FAMILY
DISTRIBUTION OF SHARES....................30
DIVIDENDS AND DISTRIBUTIONS...............31
TAXES.....................................32
DESCRIPTION OF SHARES.....................34
OTHER INFORMATION.........................35 MONEY MARKET PORTFOLIO

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

MUNICIPAL MONEY MARKET PORTFOLIO

INVESTMENT ADVISER --------------------------------
PNC Institutional Management Corporation
Wilmington, Delaware GOVERNMENT OBLIGATIONS
MONEY MARKET PORTFOLIO
CUSTODIAN
PNC Bank, National Association --------------------------------
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania DECEMBER 1, 1997

============================================= ================================
<PAGE>
THE BEDFORD FAMILY
OF
THE RBB FUND, INC.

The three classes of common stock (each, a "Bedford Class") of The RBB
Fund, Inc. (the "Fund"), an open-end management investment company, offered by
this Prospectus represent interests in a taxable money market portfolio, a
municipal money market portfolio and a U.S. Government obligations money market
portfolio (together, the "Portfolios"). The investment objectives of each
investment portfolio described in this Prospectus are as follows:

MONEY MARKET PORTFOLIO -- 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.

MUNICIPAL MONEY MARKET PORTFOLIO -- to provide as high a level of
current interest income exempt from federal income taxes as is consistent with
maintaining liquidity and stability of principal. It seeks to achieve such
objective by investing substantially all of its assets in a diversified
portfolio of short-term Municipal Obligations. "Municipal Obligations" are
obligations issued by or on behalf of states, territories and possessions of the
United States, the District of Columbia and their political subdivisions,
agencies, instrumentalities and authorities. During periods of normal market
conditions, at least 80% of the net assets of the Portfolio will be invested in
Municipal Obligations, the interest on which is exempt from the regular federal
income tax but which may constitute an item of tax preference for purposes of
the federal alternative minimum tax.

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO -- 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
short-term U.S. Treasury bills, notes and other obligations issued or guaranteed
by the U.S. Government or its agencies or instrumentalities, and repurchase
agreements relating to such obligations.

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 PORTFOLIOS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

<PAGE>

PNC Institutional Management Corporation ("PIMC") serves as investment
adviser for the Portfolios, PNC Bank, National Association ("PNC Bank") serves
as sub-adviser for the Portfolios and custodian for the Fund and PFPC Inc.
serves as administrator for the Municipal Money Market Portfolio and the
transfer and dividend disbursing agent for the Fund. Counsellors Securities Inc.
(the "Distributor") acts as distributor for the Fund.

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

PROSPECTUS DECEMBER 1, 1997

-2-

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

The RBB Fund, Inc. is an open-end management investment company
incorporated under the laws of the State of Maryland on February 29, 1988. The
Fund is currently operating or proposing to operate twenty-two separate
investment portfolios. Each of the three classes of the Fund's shares
(collectively, the "Bedford Shares" or "Shares") offered by this Prospectus
represents interests in one of the following of such investment portfolios: the
Money Market Portfolio, the Municipal Money Market Portfolio and the Government
Obligations 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. 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 pursuing 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 GOVERNMENT OBLIGATIONS 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. To achieve its
objective, the Portfolio invests exclusively in short-term U.S. Treasury bills,
notes and other obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, and enters into repurchase agreements relating to
such obligations.

The Portfolios' investment adviser is PNC Institutional Management
Corporation ("PIMC"). PNC Bank, National Association ("PNC Bank") serves as
sub-adviser to the Portfolios and custodian

-3-

<PAGE>

to the Fund and PFPC Inc. ("PFPC") serves as the administrator to the Municipal
Money Market Portfolio and 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 any of the Bedford
Classes through his broker or by direct purchases or redemptions. See "Purchase
and Redemption of Shares."

An investment in any of the Bedford Shares is subject to certain risks,
as set forth in detail under "Investment Objectives and Policies." Any or all of
the Portfolios, to the extent set forth under "Investment Objectives and
Policies," may engage in the following investment practices: the use of
repurchase agreements and reverse repurchase 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 transactions involve certain special risks, as set
forth under "Investment Objectives and Policies."

-4-

<PAGE>

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (BEDFORD CLASSES)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS

GOVERNMENT
MUNICIPAL OBLIGATIONS
MONEY MARKET MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO PORTFOLIO
------------ ------------ ------------

<S> <C> <C> <C>
Management Fees (after waivers)(1)............... .22% .04% .30%
12b-1 Fees ...................................... .53 .56 .56
Other Expenses .................................. .22 .25 .115
--- --- ----
Total Fund Operating Expenses (Bedford Classes)
(after waivers)(1)............................. .97% .85% .975%
==== ==== ====
<FN>
(1) Management Fees and 12b-1 Fees are based on average daily net assets
and are calculated daily and paid monthly. Before waivers for the Money
Market Portfolio, Municipal Money Market Portfolio and Government
Obligations Money Market Portfolio, Management Fees would be .37%, .33%
and .41%, respectively, and Total Fund Operating Expenses would be
1.12%, 1.14% and 1.09%, respectively.
</FN>

</TABLE>

EXAMPLE

An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Money Market*............................ $10 $31 $54 $119
Municipal Money Market*.................. $ 9 $27 $47 $105
Government Obligations Money Market*..... $10 $31 $54 $120

* Other classes of these Portfolios are sold with different fees and expenses.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses (Bedford Classes)" remain the same in the years shown. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Long-term Shareholders
may pay more than the economic equivalent of the maximum front-end sales charges
permitted by the National Association of Securities Dealers, Inc.

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Bedford Classes of the Fund
will bear directly or indirectly. (For more complete descriptions of the various
costs and expenses, see "Management -- Investment Adviser and Sub-Adviser" and
"Distribution of Shares" below.) Expense figures are based on actual costs and
fees charged to each class. The Fee Table

-5-

<PAGE>

reflects a voluntary waiver of Management Fees for each Portfolio. However,
there can be no assurance that any future waivers of Management Fees will not
vary from the figures reflected in the Fee Table. To the extent that any service
providers assume additional expenses of the Portfolios, such assumption will
have the effect of lowering a Portfolio's overall expense ratio and increasing
its yield to investors.

The yield of any investment is generally a function of portfolio
quality and maturity, type of investment and operating expenses. The yield on
Shares of any of the Bedford Classes will fluctuate and is not necessarily
representative of future results. Any fees charged by broker/dealers directly to
their customers in connection with investments in Bedford Shares are not
reflected in the yields of Shares of the Bedford Classes, and such fees, if
charged, will reduce the actual return received by shareholders on their
investments. The yield on Shares of the Bedford Classes 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 of the classes of that
Portfolio. See "Expenses."

-6-

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The table below sets forth certain information concerning the
investment results of the Bedford Classes representing interests in the Money
Market, Municipal Money Market and Government Obligations Money Market
Portfolios for the periods indicated. The financial data included in this table
for each of the periods ended August 31, 1993 through August 31, 1997 are a part
of the Fund's financial statements for each of the Portfolios, which are
incorporated by reference into the Statement of Additional Information and have
been audited by Coopers & Lybrand L.L.P. ("Coopers"), the Fund's independent
accountants. The financial data for each of the Portfolios for the periods ended
August 31, 1989, 1990, 1991 and 1992 are a part of previous financial statements
audited by Coopers. The financial data should be read in conjunction with the
financial statements and notes thereto. Further information about the
performance of the Portfolios is available in the Annual Report to Shareholders.
Both the Statement of Additional Information and the Annual Report to
Shareholders may be obtained free of charge by calling the telephone number on
page 1 of this Prospectus.

-7-

<PAGE>

THE BEDFORD FAMILY

THE RBB FUND, INC. FINANCIAL HIGHLIGHTS (c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

MONEY MARKET PORTFOLIO
-------------------------------------------------------------------------------------

FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995 AUGUST 31, 1994 AUGUST 31, 1993
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- -------- -------- --------

Income from investment operations:
Net investment income...... .... 0.0462 0.0469 0.0486 0.0278 0.0243
Net gains on securities (both
realized and unrealized)...... -- -- -- -- --
---------- ---------- -------- -------- --------

Total from investment
operations................ 0.0462 0.0469 0.0486 0.0278 0.0243
---------- ---------- -------- -------- --------
Less distributors
Dividends (from net investment
income)....................... (0.0462) (0.0469) (0.0486) (0.0278) (0.0243)
Distributions (from capital
gains)........................ -- -- -- -- --
---------- ---------- -------- -------- --------
Total distributions......... (0.0462) (0.0469) (0.0486) (0.0278) (0.0243)
---------- ---------- -------- -------- --------

Net asset value, end of period ... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ======== ======== ========

Total return...................... 4.72% 4.79% 4.97% 2.81% 2.46%
Ratios/Supplemental Data
Net assets, end of period (000) $1,392,911 $1,109,334 $935,821 $710,737 $782,153
Ratios of expenses to average
net assets.................... .97%(a) .97%(a) .96%(a) .95%(a) .95%(a)
Ratios of net investment income to
average net assets............ 4.62% 4.69% 4.86% 2.78% 2.43%

</TABLE>

--------------------------------------------------------------------
FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUGUST 31, 1992 AUGUST 31, 1991 AUGUST 31, 1990 AUGUST 31, 1989
--------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
Net asset value,
beginning of period............ $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- --------

Income from investment operations:
Net investment income............ 0.0375 0.0629 0.0765 0.0779
Net gains on securities (both
realized and unrealized)....... 0.0007 -- -- --
-------- -------- -------- --------

Total from investment
operations................. 0.0382 0.0629 0.0765 0.0779
-------- -------- -------- --------
Less distributors
Dividends (from net investment
income)........................ (0.0375) (0.0629) (0.0765) (0.0779)
Distributions (from capital
gains)......................... (0.0007) -- -- --
-------- -------- -------- --------
Total distributions.......... (0.0382) (0.0629) (0.0765) (0.0779)
-------- -------- -------- --------

Net asset value, end of period .... $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ========

Total return....................... 3.89% 6.48% 7.92% 8.81%(b)
Ratios/Supplemental Data
Net assets, end of period (000) $736,842 $747,530 $709,757 $152,311
Ratios of expenses to average
net assets..................... .95%(a) .92%(a) .92%(a) .93%(a)(b)
Ratios of net investment income to
average net assets............. 3.75% 6.29% 7.65% 8.61%(b)

<FN>
(a) Without the waiver of advisory and administration fees, and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Money Market Portfolio would have been 1.12%,
1.14%, 1.17%, 1.16%, 1.19%, 1.20%, 1.17% and 1.16% for the years ended
August 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991 and 1990, respectively,
and 1.27% annualized for the period ended August 31, 1989.

(b) Annualized.

</TABLE>

-8-

<PAGE>

THE BEDFORD FAMILY
<TABLE>
<CAPTION>

THE RBB FUND, INC. FINANCIAL HIGHLIGHTS (c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

MUNICIPAL MONEY MARKET PORTFOLIO
-------------------------------------------------------------------------------------

FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995 AUGUST 31, 1994 AUGUST 31, 1993
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- -------- -------- --------

Income from investment operations:
Net investment income............. 0.0285 0.0288 0.0297 0.0195 0.0195
Net gains on securities (both
realized and unrealized)........ -- -- -- -- --
--------- --------- -------- -------- --------

Total from investment
operations.................. 0.0285 0.0288 0.0297 0.0195 0.0195
--------- --------- -------- -------- --------
Less distributors
Dividends (from net investment
income)......................... (0.0285) (0.0288) (0.0297) (0.0195) (0.0195)
Distributions (from capital
gains).......................... -- -- -- -- --
--------- --------- -------- -------- --------
Total distributions........... (0.0285) (0.0288) (0.0297) (0.0195) (0.0195)
--------- --------- -------- -------- --------

Net asset value, end of period ..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ======== ======== ========

Total return........................ 2.88% 2.92% 3.01% 1.97% 1.96%
Ratios/Supplemental Data
Net assets, end of period (000) $ 213,034 $ 201,940 $198,425 $182,480 $215,577
Ratios of expenses to average
net assets...................... .85%(a) .84%(a) .82%(a) .77%(a) .77%(a)
Ratios of net investment income to
average net assets.............. 2.85% 2.88% 2.97% 1.95% 1.95%

</TABLE>

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

FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUAUGUST 31, 1992 AUGUST 31, 1991 AUGUST 31, 1990 AUGUST 31, 1989
----------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
Net asset value,
beginning of period.............. $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- --------

Income from investment operations:
Net investment income............. 0.0287 0.0431 0.0522 0.0513
Net gains on securities (both
realized and unrealized)........ -- -- -- --
-------- -------- -------- --------

Total from investment
operations.................. 0.0287 0.0431 0.0522 0.0513
-------- -------- -------- --------
Less distributors
Dividends (from net investment
income)......................... (0.0287) (0.0431) (0.0522) (0.0513)
Distributions (from capital
gains).......................... -- -- -- --
-------- -------- -------- --------
Total distributions........... (0.0287) (0.0431) (0.0522) (0.0513)
-------- -------- -------- --------

Net asset value, end of period ..... $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ========

Total return........................ 2.90% 4.40% 5.35% 5.72%(b)
Ratios/Supplemental Data
Net assets, end of period (000) $176,950 $215,140 $195,566 $ 85,806
Ratios of expenses to average
net assets...................... .77%(a) .74%(a) .75%(a) .73%(a)(b)
Ratios of net investment income to
average net assets.............. 2.87% 4.31% 5.22% 5.70%(b)

<FN>
(a) Without the waiver of advisory and administration fees, and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Municipal Money Market Portfolio would have been
1.14%, 1.12%,1.14%,I.12%,1.16%,I.15%, 1.13% and 1.14% for the years ended
August 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991 and 1990, respectively,
and 1.27% annualized for the period ended August 31, 1989.

(b) Annualized.

</TABLE>

-9-

<PAGE>

THE BEDFORD FAMILY

THE RBB FUND, INC. FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
-------------------------------------------------------------------------------------

FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995 AUGUST 31, 1994 AUGUST 31, 1993
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- --------- -------- -------- --------

Income from investment operations:
Net investment income............. 0.0449 0.0458 0.0475 0.0270 0.0231
Net gains on securities (both
realized and unrealized)........ -- -- -- -- --
--------- --------- -------- -------- --------

Total from investment
operations.................. 0.0449 0.0458 0.0475 0.0270 0.0231
--------- --------- -------- -------- --------
Less distributors
Dividends (from net investment
income)......................... (0.0449) (0.0458) (0.0475) (0.0270) (0.0231)
Distributions (from capital
gains).......................... -- -- -- -- --
--------- --------- -------- -------- --------
Total distributions........... (0.0449) (0.0458) (0.0475) (0.0270) (0.0231)
--------- --------- -------- -------- --------

Net asset value, end of period ..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ======== ======== ========

Total return........................ 4.59% 4.68% 4.86% 2.73% 2.33%
Ratios/Supplemental Data
Net assets, end of period (000) $209,715 $ 192,599 $163,398 $166,418 $213,741
Ratios of expenses to average
net assets...................... .975%(a) .975%(a) .975%(a) .975%(a) .975%(a)
Ratios of net investment income to
average net assets.............. 4.49% 4.58% 4.75% 2.70% 2.31%

</TABLE>

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

FOR THE PERIOD
SEPTEMBER 30, 1988
FOR THE FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED YEAR ENDED OF OPERATIONS) TO
AUGUST 31, 1992 AUGUST 31, 1991 AUGUST 31, 1990 AUGUST 31, 1989
----------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
Net asset value,
beginning of period............. $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- --------

Income from investment operations:
Net investment income............. 0.0375 0.0604 0.0748 0.0725
Net gains on securities (both
realized and unrealized)........ 0.0009 -- -- --
-------- -------- -------- --------

Total from investment
operations.................. 0.0384 0.0604 0.0748 0.0725
-------- -------- -------- --------
Less distributors
Dividends (from net investment
income)......................... (0.0375) (0.0604) (0.0748) (0.0725)
Distributions (from capital
gains).......................... (0.0009) -- -- --
-------- -------- -------- --------
Total distributions........... (0.0384) (0.0604) (0.0748) (0.0725)
-------- -------- -------- --------

Net asset value, end of period ..... $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= =========

Total return........................ 3.91% 6.21% 7.74% 8.64%(b)
Ratios/Supplemental Data
Net assets, end of period (000) $225,101 $368,899 $209,378 $ 66,281
Ratios of expenses to average
net assets...................... .975%(a) .95%(a) .95%(a) .96%(a)(b)
Ratios of net investment income to
average net assets.............. 3.75% 6.04% 7.48% 8.34%(b)

<FN>
(a) Without the waiver of advisory fees and without the reimbursement of certain
operating expenses, the ratios of expenses to average net assets for the
Government Obligations Money Market Portfolio would have been 1.09%, 1.10%,
1.13%, 1.17%, 1.18%, 1.12%, 1.13% and 1.17% for the years ended August 31,
1997, 1996, 1995, 1994, 1993,1992, 1991 and 1990, respectively, and 1.40%
annualized for the period ended August 31, 1989.

(b) Annualized.

</TABLE>

-10-

<PAGE>

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
objective, the Money Market Portfolio invests in a diversified portfolio of U.S.
dollar-denominated instruments, such as government, bank and commercial
obligations, that may be available in the money markets ("Money Market
Instruments") and that meet certain ratings criteria and present minimal credit
risks to the Money Market Portfolio. See "Eligible Securities." There is no
assurance that the investment objective of the Portfolio will be achieved. The
following descriptions illustrate the types of Money Market Instruments in which
the Money Market Portfolio invests.

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 rating organization ("Rating Organization"). These rating
categories are described in the Appendix to the Statement of Additional
Information. The Portfolio may also purchase 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 purchased by the Portfolio may include instruments
issued by foreign issuers, such as Canadian Commercial Paper ("CCP"), which is
U.S. dollar-denominated commercial paper issued by a Canadian corporation or a
Canadian counterpart of a U.S. corporation, and in Europaper, which is U.S.
dollar-denom-

-11-

<PAGE>

inated 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 instruments that permit the indebtedness
thereunder to vary and provide for periodic 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 13 months, depending upon the note involved) to
demand payment of the principal of a note. The notes are not typically rated by
credit rating agencies, 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 continuing creditworthiness of issuers of such notes to determine whether
the Portfolio should continue to hold such notes.

-12-

<PAGE>

underlying debt instruments. For this and other reasons, an asset- backed
security's stated maturity may be shortened, and the security's total return may
be difficult to predict precisely. Such difficulties are not expected, however,
to have a significant effect on the Portfolio since the remaining maturity of
any asset-backed security acquired will be 13 months or less. Asset-backed
securities are considered an industry for industry concentration purposes. See
"Investment Limitations." In periods of falling interest rates, the rate of
mortgage prepayments tends to increase. During these periods, the reinvestment
of proceeds by a Portfolio will generally be at lower rates than the rates on
the prepaid obligations.

REVERSE REPURCHASE AGREEMENTS. The Portfolio may enter into reverse
repurchase agreements with respect to portfolio securities. A reverse repurchase
agreement involves a sale by a Portfolio of securities that it holds
concurrently with an agreement by the Portfolio to repurchase them at an agreed
upon time and price. 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 Portfolio is obligated to repurchase. Reverse repurchase
agreements are considered to be borrowings by the Portfolio under the Investment
Company Act of 1940 (the "1940 Act").

MUNICIPAL OBLIGATIONS. In addition, the Portfolio may, when deemed
appropriate by its investment adviser in light of the Portfolio's investment
objective, invest without limitation in high quality, short-term Municipal
Obligations issued by state and local governmental issuers, the interest on
which may be taxable or tax-exempt for federal income tax purposes, provided
that such obligations carry yields that are competitive with those of other
types of Money Market Instruments of comparable quality. For a more complete
discussion of Municipal Obligations, see "Investment Objectives and Policies --
Municipal Money Market Portfolio -- Municipal Obligations."

-13-

<PAGE>

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 received. 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 conditions. The Portfolio does not intend to purchase when- issued
securities for speculative purposes but only in furtherance of its investment
objective.

ILLIQUID SECURITIES. The Portfolio will not invest more than 10% of its
net assets in illiquid securities, 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 Portfolio's investment adviser determines that such notes are
readily marketable and could be sold promptly at the prices at which they are
valued, GICs, 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 limitation. The Portfolio's investment adviser will monitor the
liquidity of such restricted securities under the

-14-

<PAGE>

supervision of the Board of Directors. See "Investment Objectives and Policies
- -- Illiquid Securities" in the Statement of Additional Information.

MUNICIPAL MONEY MARKET PORTFOLIO

The Municipal Money Market Portfolio's investment objective is to
provide as high a level of current interest income exempt from federal income
taxes as is consistent with maintaining liquidity and relative stability of
principal. The Municipal Money Market Portfolio invests substantially all of its
assets in a diversified portfolio of short-term Municipal Obligations, the
interest on which, in the opinion of bond counsel or counsel to the issuer, as
the case may be, is exempt from the regular federal income tax. During periods
of normal market conditions, at least 80% of the net assets of the Municipal
Money Market Portfolio will be invested in Municipal Obligations. Municipal
Obligations include securities, the interest on which is Tax-Exempt Interest,
although to the extent the Portfolio invests in certain private activity bonds
issued after August 7, 1986 ("Alternative Minimum Tax Securities"), a portion of
the interest earned by the Portfolio may constitute an item of tax preference
for purposes of the federal alternative minimum tax ("AMT Interest"). There is
no assurance that the investment objective of the Portfolio will be achieved.

-15-

<PAGE>

include private activity bonds which are not payable from the unrestricted
revenues of the issuer. Consequently, the credit quality of private activity
bonds is usually directly related to the credit standing of the corporate user
of the facility involved.

Although the Municipal Money Market Portfolio may invest more than 25%
of its net assets in (i) Municipal Obligations whose issuers are in the same
state, (ii) Municipal Obligations the interest on which is paid solely from
revenues of similar projects, and (iii) private activity bonds bearing
Tax-Exempt Interest, it does not currently intend to do so on a regular basis.
To the extent the Municipal Money Market Portfolio's assets are concentrated in
Municipal Obligations that are payable from the revenues of similar projects or
are issued by issuers located in the same state, the Portfolio will be subject
to the peculiar risks presented by the laws and economic conditions relating to
such states or projects to a greater extent than it would be if its assets were
not so concentrated.

TAX-EXEMPT DERIVATIVE SECURITIES. The Municipal Money Market Portfolio
may invest in tax-exempt derivative securities such as tender option bonds,
custodial receipts, participations, beneficial interests in trusts and
partnership interests. A typical tax-exempt derivative security involves the
purchase of an interest in a pool of Municipal Obligations which interest
includes a tender option, demand or other feature, allowing the Portfolio to
tender the underlying Municipal Obligation to a third party at periodic
intervals and to receive the principal amount thereof. In some cases, Municipal
Obligations are represented by custodial receipts evidencing rights to future
principal or interest payments, or both, on underlying municipal securities held
by a custodian and such receipts include the option to tender the underlying
securities to the sponsor (usually a bank, broker-dealer or other financial
institution). Although the Internal Revenue Service has not ruled on whether the
interest received on derivative securities in the form of participation
interests or custodial receipts is Tax-Exempt Interest, opinions relating to the
validity of, and the tax-exempt status of payments received by, the Portfolio
from such derivative securities are rendered by counsel to the respective
sponsors of such derivatives and relied upon by the Portfolio in purchasing such
securities. Neither the Portfolio nor its investment adviser will review the
proceedings relating to the creation of any tax-exempt derivative securities or
the basis for such legal opinions.

-16-

<PAGE>

WHEN-ISSUED SECURITIES. The Portfolio may also purchase portfolio
securities on a "when-issued" basis as described under "Investment Objectives
and Policies -- Money Market Portfolio -- When-Issued Securities."

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio as described under
"Investment Objectives and Policies -- Money Market Portfolio -- Stand-By
Commitments."

ELIGIBLE SECURITIES. The Municipal Money Market Portfolio will only
purchase "eligible securities" that present minimal credit risks as determined
by the Portfolio's investment adviser pursuant to guidelines adopted by the
Board of Directors. For a more complete description of eligible securities, see
"Investment Objectives and Policies -- Money Market Portfolio -- Eligible
Securities" and "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 securities as described under
"Investment Objectives and Policies -- Illiquid Securities" in the
Statement of Additional Information.

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

The Government Obligations 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 short-term U.S. Treasury bills, notes and
other obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and entering into repurchase agreements relating to such
obligations. The types of U.S. Government obligations in which the Portfolio may
invest include a variety of U.S. Treasury obligations, which differ only in
their interest rates, maturities, and times of issuance, and obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities,
including mortgage-related securities. Obligations of certain agencies and
instrumentalities of the U.S. Government, such as the Government National
Mortgage Association and the Export-Import Bank of the United States, are
supported by the full faith and credit of the U.S. Treasury; others, such as
those of the Federal National Mortgage Association, are supported by the right
of the issuer to borrow from the Treasury; others, such as those of the Student
Loan Marketing Association, are supported by the discretionary authority of the
U.S. Government to purchase the agency's obligations; still others, such as
those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage
Corporation, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government- sponsored agencies or instrumentalities if it is not
obligated to

-17-

<PAGE>

do so under law. The Portfolio will invest in the obligations of such agencies
or instrumentalities only when the investment adviser believes that the credit
risk with respect thereto is minimal. There is no assurance that the investment
objective of the Portfolio will be achieved.

Due to fluctuations in interest rates, the market values of securities
issued or guaranteed by the U.S. Government, its agencies and instrumentalities
may vary. Certain government securities held by the Portfolio may have remaining
maturities exceeding 13 months if such securities provide for adjustments in
their interest rates not less frequently than every 13 months and the
adjustments are sufficient to cause the securities to have market values, after
adjustment, which approximate their par values.

REPURCHASE AGREEMENTS. The Portfolio may agree to purchase government
securities from financial institutions subject to the seller's agreement to
repurchase them at an agreed-upon time and price ("repurchase agreements"). For
a more complete description of repurchase agreements, see "Investment Objectives
and Policies -- Money Market Portfolio -- Repurchase Agreements."

REVERSE REPURCHASE AGREEMENTS. The Portfolio may borrow funds by
entering into reverse repurchase agreements in accordance with the investment
restrictions described below. The Portfolio would consider entering into reverse
repurchase agreements to avoid otherwise selling securities during unfavorable
market conditions to meet redemptions. For a more complete description of
reverse repurchase agreements, see "Investment Objectives and Policies -- Money
Market Portfolio -- Reverse Repurchase Agreements."

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES. Mortgage- related
securities consist of mortgage loans which are often assembled into pools, the
interests in which are issued and guaranteed by an agency or instrumentality of
the U.S. Government, though not necessarily by the U.S. Government itself. The
Fund may also acquire asset-backed securities as described under "Investment
Objectives and Policies -- Money Market Portfolio -- Asset Backed Securities."

LENDING OF SECURITIES. The Portfolio may also lend its portfolio
securities to financial institutions in accordance with the investment
restrictions described below. Such loans would involve risks of delay in
receiving additional collateral in the event the value of the collateral
decreased below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans will be made only to
borrowers deemed by the Portfolio's investment adviser to be of good standing
and only when, in the adviser's judgment, the income to be earned from the loans
justifies the attendant risks. Any

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<PAGE>

loans of the Portfolio's securities will be fully collateralized and marked to
market daily.

ILLIQUID SECURITIES. The Portfolio will not invest more than 10% of its
net assets in illiquid securities as described under "Investment Objectives and
Policies--Money Market Portfolio -- Illiquid Securities" and "Investment
Objectives and Policies -- Illiquid Securities" in the Statement of Additional
Information.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Money Market, Municipal Money Market and Government Obligations
Money Market Portfolios' respective investment objectives and the policies
described above may be changed by the Fund's Board of Directors without
shareholder approval. The Portfolios may not, however, change the following
investment limitations without such a vote of their respective shareholders. (A
more detailed description of the following investment limitations, together with
other investment limitations that cannot be changed without a vote of
shareholders, is contained in the Statement of Additional Information under
"Investment Objectives and Policies.")

The Money Market and Municipal Money Market Portfolios may not:

1. Purchase securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies and
instrumentalities, 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 a Portfolio, except that up to 25% of the value of a
Portfolio's total assets may be invested without regard to such 5% limitation.

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<PAGE>

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. 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
invested in the obligations of issuers in the banking industry, or in
obligations, such as repurchase agreements, secured by such obligations (unless
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.

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 (as
defined below). "First Tier Securities" include eligible securities
that (i) if rated by more than one Rating Organization, are rated (at
the time of purchase) by two or more Rating Organizations in the
highest rating category for such securities, (ii) if rated by only one
Rating Organization, are rated by such Rating Organization 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
Securities 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 Securities, 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.

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<PAGE>

The Municipal Money Market Portfolio may not:

1. Purchase any securities which would cause more than 25% of
the value of the total assets of the Portfolio to be invested in obligations at
the time of purchase to be invested in issuers in the same industry.

In addition, without the affirmative vote of the holders of a majority of the
Municipal Money Market Portfolio's outstanding shares, the Portfolio may not
change its policy of investing during normal market conditions at least 80% of
its net assets in obligations the interest on which is Tax-Exempt Interest or
AMT Interest.

The Government Obligations Money Market Portfolio may not:

1. Purchase securities other than U.S. Treasury bills, notes
and other obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities, and repurchase agreements relating to such obligations.

2. Make loans except that the Portfolio may purchase or hold
debt obligations in accordance with its investment objective, policies and
limitations, may enter into repurchase agreements for securities, and may lend
portfolio securities against collateral, consisting of cash or securities which
are consistent with the Portfolio's permitted investments, which is equal at all
times to at least 100% of the value of the securities loaned. There is no
investment restriction on the amount of securities that may be loaned, except
that payments received on such loans, including amounts received during the loan
on account of interest on the securities loaned, may not (together with all
non-qualifying income) exceed 10% of the Portfolio's annual gross income
(without offset for realized capital gains) unless, in the opinion of counsel to
the Fund, such amounts are qualifying income under federal income tax provisions
applicable to regulated investment companies.

PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

PURCHASE PROCEDURES

GENERAL. Bedford Shares are sold without a sales load on a continuous
basis by the Distributor. The Distributor is located at 466 Lexington Avenue,
New York, New York. Investors may purchase Bedford Shares through an account
maintained by the investor with his brokerage firm (the "Account") and may also
purchase Shares directly by mail or wire. The minimum initial investment is
$1,000, and the minimum subsequent investment is $100. The Fund in its sole
discretion may accept or reject any order for purchases of Bedford Shares.

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<PAGE>

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 good order 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. 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. On any Business Day, orders which are
accompanied 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 PFPC after 12:00
noon Eastern Time but prior to the close of regular trading on the NYSE
(generally 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 the
close of regular trading on the NYSE on any Business Day of the Fund, will be
executed as of the closed of regular trading on the NYSE 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 the
close of regular trading on the NYSE or later, and orders as to which payment
has been converted to Federal Funds as of the close of regular trading on the
NYSE or later on a Business Day will be processed as of 12:00 noon Eastern Time
on the following Business Day.

PURCHASES THROUGH AN ACCOUNT. Purchases of Shares may be effected
through an investor's Account with his broker through procedures established in
connection with the requirements of Accounts at such broker. In such event,
beneficial ownership of Bedford 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 investment Account requirements. Even if a broker
does not impose a sales charge for purchases of Bedford Shares, depending on the
terms of an investor's Account with his broker, the broker may charge an
investor's Account fees for automatic investment and other services provided to
the Account. Information concerning Account requirements, services and charges
should be obtained from an investor's broker, and 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 and who desire to
transfer such shares to the street name account of another broker should contact
their current broker.

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<PAGE>

"Primary Bedford Class" for his Purchase Program. The frequency of investments
and the minimum investment requirement will be established by the broker and the
Fund. In addition, the broker may require a minimum amount of cash and/or
securities to be deposited in an Account for participants in its Purchase
Program. The description of the particular broker's Purchase Program should be
read for details, and any inquiries concerning an Account under a Purchase
Program should be directed to the broker. A participant in a Purchase Program
may change the designation of the Primary Bedford Class at any time by so
instructing his broker.

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
guarantees that payment for such Shares will be made in available Federal Funds
to the Fund's custodian prior to the close of regular trading on the NYSE on the
same day, such purchase orders 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 received by PFPC.

DIRECT PURCHASES. An investor may also make direct investments at any
time in any Bedford Class he selects through any broker that has entered into a
dealer agreement with the Distributor (a "Dealer"). An investor may make an
initial investment in any of the Bedford Classes by mail by fully completing and
signing an application obtained from a Dealer (the "Application"), specifying
the Portfolio in which he wishes to invest, and mailing it, together with a
check payable to "The Bedford Family" to the Bedford Family, c/o PFPC, P.O. Box
8950, Wilmington, Delaware 19899. The check must specify the name of the
Portfolio for which shares are being purchased. An Application will be returned
to the investor unless it contains the name of the Dealer from whom it was
obtained. Subsequent purchases may be made through a Dealer or 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 in any of the Bedford Classes by having his bank or Dealer wire
Federal Funds to the Fund's Custodian, PNC Bank. An investor's bank or Dealer
may impose a charge for this service. The Fund does not currently charge for
effecting wire transfers but reserves the right to do so in the future. 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:

-23-

<PAGE>

B. Instruct your bank or Dealer to wire the specified amount, together
with your assigned account number, to the Custodian:

PNC Bank, N.A., Philadelphia, PA
ABA-0310-0005-3.
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 initial purchases until it receives a fully
completed and signed Application.

For subsequent investments, an investor should follow steps A and B
above.

REDEMPTION PROCEDURES

REDEMPTION OF SHARES IN AN ACCOUNT. An investor who beneficially owns
Bedford Shares through an Account may redeem Bedford Shares in his Account in
accordance with instructions and limitations pertaining to his Account by
contacting his broker. If such notice is received by PFPC by 12:00 noon Eastern
Time on any Business Day, the redemption 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 business. 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 the close of regular trading on the NYSE on a
Business Day, the redemption will be effective as of the close of regular
trading on the NYSE 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.

-24-

<PAGE>

Each brokerage firm reserves the right to waive or modify criteria for
participation in an Account or to terminate participation in an Account for any
reason.

REDEMPTION OF SHARES OWNED DIRECTLY. A direct investor may redeem any
number of Shares by sending a written request to The Bedford Family 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
requests for joint accounts require the signature of each joint owner. On
redemption requests of $5,000 or more, each signature must be guaranteed. A
signature guarantee may be obtained from a domestic bank or trust company,
broker, dealer, clearing agency or savings association who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion (STAMP),
Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange, Inc.
Medallion Signature Program (MSP). Signature guarantees that are not part of
these programs will not be accepted.

Direct investors may redeem Shares without charge by telephone if they
have completed and returned an account application containing the appropriate
telephone election. To add a telephone option to an existing account that
previously did not provide for this option, a Telephone Authorization Form must
be filed with PFPC. This form is available from PFPC. Once this election has
been made, the shareholder may simply contact PFPC by telephone to request the
redemption by calling (888) 261-4073. Neither the Fund, the Distributor, the
Portfolios, the Administrator nor any other Fund agent will be liable for any
loss, liability, cost or expense for following the procedures below or for
following instructions communicated by telephone that they reasonably believe to
be genuine.

-25-

<PAGE>

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
shareholder telephone transactions. For accounts held of record by
broker-dealers (other than the Distributor), financial institutions, securities
dealers, financial planners or other industry professionals, additional
documentation or information regarding the scope of a caller's authority is
required. Finally, for telephone transactions in accounts held jointly,
additional information regarding other account holders is required. Telephone
transactions will not be permitted in connection with IRA or other retirement
plan accounts or by attorney-in-fact under power of attorney.

Proceeds of a telephone redemption request will be mailed by check to
an investor's registered address unless he has designated in his Application or
Telephone Authorization Form 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 redemption request received prior to the close of regular
trading on the NYSE will result in redemption proceeds 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,
although no fee is currently contemplated.

REDEMPTION BY CHECK. Upon request, the Fund will provide any direct
investor and any investor who does not have check writing privileges for his
Account with forms of drafts ("checks") payable through PNC Bank. These checks
may be made payable to the order of anyone. The minimum amount of a check is
$100: however, a broker may establish a higher minimum. An investor wishing to
use this check writing redemption procedure should complete specimen signature
cards (available from PFPC), and then forward such signature cards to PFPC. PFPC
will then arrange for the checks to be honored by PNC Bank. Investors who own
Shares through an Account should contact their brokers for signature cards.
Investors of joint accounts may elect to have checks honored with a single
signature. Check redemptions will be subject to PNC Bank's rules governing
checks. An investor will be able to stop payment on a check redemption. The Fund
or PNC Bank may terminate this redemption service at any time, and neither shall
incur any liability for honoring checks, for effecting redemptions to pay
checks, or for returning checks which have not been accepted.

-26-

<PAGE>

be presented for cash payment at the offices of PNC Bank. This limitation does
not affect checks used for the payment of bills or cash at other banks.

The Fund imposes no charge when Shares are redeemed. The Fund reserves
the right to redeem any account in a Bedford Class involuntarily, on thirty
days' notice, if such account falls below $500 and during such 30-day notice
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 provided by the rules of the Securities and Exchange Commission.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset values per share of each class of the Portfolios for the
purpose of pricing purchase and redemption orders are determined twice each day,
once as of 12:00 noon Eastern Time and once as of the close of regular trading
on the NYSE on each weekday with the exception of those holidays on which either
the NYSE or the FRB is closed. Currently, the NYSE is closed on weekends and the
customary national business holidays of New Year's Day, Dr. Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday. The
FRB is currently closed on weekends and the same holidays on which the NYSE is
closed as well as Veterans' Day and Columbus Day. The net asset value per share
of each class of the Portfolios is calculated by adding the proportionate
interest of each class in the value of the securities, cash and other assets of
the Portfolio, subtracting the actual and accrued liabilities of the class and
dividing the result by the number of outstanding shares of the class. The net
asset value per share of each Portfolio is determined independently of any of
the Fund's other investment portfolios.

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<PAGE>

There can be no assurance that net asset value per share will not vary.

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
operates or proposes to operate twenty-two investment portfolios. Each of the
Bedford Classes represents interests in one of the following portfolios: the
Money Market Portfolio, the Municipal Money Market Portfolio and the Government
Obligations Money Market Portfolio.

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly-owned subsidiary of PNC Bank, serves as the investment
adviser for each of the Portfolios. 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-adviser for each of the Portfolios.
PNC Bank and its predecessors have been in the business of managing the
investments of fiduciary and other accounts in the Philadelphia area since 1847.
PNC Bank and its subsidiaries currently manage over $38.7 billion of assets, of
which approximately $35.2 billion are mutual funds. PNC Bank, a national bank
whose principal business address is 1600 Market Street, Philadelphia,
Pennsylvania 19103, is a wholly-owned subsidiary of PNC Bancorp, Inc. PNC
Bancorp, Inc. is a bank holding company and a wholly-owned subsidiary of PNC
Bank Corp., a multi-bank holding company.

For the services provided to and expenses assumed by it for the benefit
of each of the Money Market and Government Obligations

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<PAGE>

Money Market Portfolios, PIMC is entitled to receive the following fees,
computed daily and payable monthly based on a Portfolio's average daily net
assets: .45% of the first $250 million; .40% of the next $250 million; and .35%
of net assets in excess of $500 million.

For the services provided and expenses assumed by it with respect to
the Municipal Money Market Portfolio, PIMC is entitled to receive the following
fees, computed daily and payable monthly based on the Portfolio's average daily
net assets: .35% of the first $250 million; .30% of the next $250 million; and
.25% 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 any Portfolio. For its sub-advisory
services, 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 a Portfolio. Such
sub-advisory fees have no effect on the advisory fees payable by each Portfolio
to PIMC. In addition, PIMC may from time to time enter into an agreement with
one of its affiliates pursuant to which it delegates some or all of its
accounting and administrative obligations under its advisory agreements with the
Fund relating to any Portfolio. Any such arrangement would have no effect on the
advisory fees payable by each Portfolio to PIMC.

For the Fund's fiscal year ended August 31, 1997, the Fund paid
investment advisory fees aggregating .22% of the average net assets of the Money
Market Portfolio, .04% of the average net assets of the Municipal Money Market
Portfolio and .30% of the average net assets of the Government Obligations Money
Market Portfolio. For that same year, PIMC waived approximately .15%, .29% and
.11% of average net assets of the Money Market Portfolio, Municipal Money Market
Portfolio and the Government Obligations Money Market Portfolio, respectively.

ADMINISTRATOR

PFPC serves as the administrator for the Municipal Money Market
Portfolio and generally assists the Portfolio in all aspects of its
administration and operation, including matters relating to the maintenance of
financial records and accounting. PFPC is entitled to an administration fee,
computed daily and payable monthly at a rate of .10% of the average daily net
assets of the Municipal Money Market Portfolio. PFPC's principal business
address is 400 Bellevue Parkway, Wilmington, Delaware 19809.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

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<PAGE>

provision of certain shareholder support services to customers of such Dealers
who are shareholders of the Portfolios. The services provided and the fees
payable by the Fund for these services are described in the Statement of
Additional Information under "Investment Advisory, Distribution and Servicing
Arrangements."

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal address at
466 Lexington Avenue, New York, New York, acts as distributor of the Shares of
each of the Bedford Classes of the Fund pursuant to a distribution agreement and
various supplements thereto (collectively, the "Distribution Agreements").

EXPENSES

The expenses of each Portfolio are deducted from the total income of
such Portfolio before dividends are paid. 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. The Bedford Classes
of the Fund pay their own distribution fees and may pay a different share than
other classes of the Fund of other expenses (excluding advisory and custodial
fees) if those expenses are actually incurred in a different amount by the
Bedford Class or if they receive different services.

The investment adviser may assume expenses of the Portfolios from time
to time. In certain circumstances, it may assume such expenses on the condition
that it is reimbursed by the Portfolios 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 lowering yield to
investors.

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

The Board of Directors of the Fund approved and adopted the
Distribution Agreements and separate Plans of Distribution for each

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<PAGE>

of the Classes (collectively, the "Plans") pursuant to Rule 12b-1 under the 1940
Act. Under each of the Plans, the Distributor is entitled to receive from the
relevant Bedford 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 relevant Bedford Class. The actual amount of such compensation is agreed
upon from time to time by the Fund's Board of Directors and the Distributor.
Under the Distribution Agreements, the Distributor has agreed to accept
compensation for its services thereunder and under the Plans in the amount of
.60% of the average daily net assets of the relevant Class on an annualized
basis in any year. 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 a Bedford Class on any day to the extent necessary to assure
that the fee required to be accrued by such Class does not exceed the income of
such 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 each of the Distribution Agreements and the relevant Plan, the
Distributor may reallocate an amount up to the full fee that it receives to
financial institutions, including broker/dealers, based upon the aggregate
investment amounts maintained by and services provided to shareholders of any
relevant Class serviced by such financial 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 expenses.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of each of the Portfolios to each
Portfolio's shareholders. All distributions are reinvested in the form of
additional full and fractional Shares of the relevant Bedford Class unless a
shareholder elects otherwise.

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<PAGE>

net asset value made as of the close of trading of the NYSE. Net short-term
capital gains, if any, will be distributed at least annually.

TAXES
- --------------------------------------------------------------------------------

Each Portfolio will elect to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. So long as
a Portfolio qualifies for this tax treatment, it 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 interest dividends" or
that are treated as a return of capital) regardless of whether such
distributions are paid in cash or reinvested in additional shares. None of the
Portfolios intends to make distributions that will be eligible for the corporate
dividends received deduction.

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<PAGE>

activity bonds issued after August 7, 1986, will generally constitute an item of
tax preference for corporate and noncorporate taxpayers in determining federal
alternative minimum tax liability. Although it does not currently intend to do
so, the Municipal Money Market Portfolio may invest up to 100% of its net assets
in such private activity bonds. Secondly, tax-exempt interest and "exempt
interest dividends" derived from other Municipal Obligations must be taken into
account by corporate taxpayers in determining their adjusted current earnings
adjustment for federal alternative minimum tax purposes. Investors should
additionally be aware of the possibility of state and local alternative minimum
or minimum income tax liability, in addition to federal alternative minimum tax.
Shareholders who are recipients of Social Security Act or Railroad Retirement
Act benefits should further note that tax-exempt interest and "exempt interest
dividends" derived from all types of Municipal Obligations will be taken into
account in determining the taxability of their benefit payments.

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 any one Portfolio is not intended to constitute a
balanced investment program. Shares of the Municipal Money Market Portfolio
would not be suitable for tax-exempt institutions and may not be suitable for
retirement plans qualified under Section 401 of the Code, H.R. 10 plans and
individual retirement accounts since such plans and accounts are generally
tax-exempt and, therefore, not only would not gain any additional benefit from
such Portfolio's dividends being tax-exempt but also such dividends would be
taxable when distributed to the beneficiary.

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<PAGE>

DESCRIPTION OF SHARES

The Fund has authorized capital of thirty billion shares of Common
Stock, $.001 par value per share, of which 13.93 billion shares are currently
classified into 82 different classes of Common Stock ( see "Description of
Shares" in the Statement of Additional Information).

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE BEDFORD CLASSES OF THE MONEY MARKET,
MUNICIPAL MONEY MARKET AND GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIOS AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO THE BEDFORD CLASSES OF THESE PORTFOLIOS.

The Fund currently does not intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. The law
under certain circumstances provides shareholders

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<PAGE>

with the right to call for a meeting of shareholders to consider the removal of
one or more directors. To the extent required by law, the Fund will assist in
shareholder communication in such matters.

Holders of shares of each of the Portfolios 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 Additional 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 November 15, 1997, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all of the
classes of the Fund.

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) 533-7719 (in Delaware call collect
(302) 791-1196).

-35-

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS --------------------------------
NOT CONTAINED IN THIS PROSPECTUS OR IN THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION BEDFORD
INCORPORATED HEREIN BY REFERENCE, IN
CONNECTION WITH THE OFFERING MADE BY THIS MUNICIPAL
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE MONEY MARKET
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
FUND OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES PORTFOLIO
NOT CONSTITUTE AN OFFERING BY THE FUND OR BY
THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.

--------------------
PROSPECTUS
CONTENTS

INTRODUCTION........................... 3
FINANCIAL HIGHLIGHTS................... 6
INVESTMENT OBJECTIVES AND POLICIES..... 8
INVESTMENT LIMITATIONS................. 11
PURCHASE AND REDEMPTION OF SHARES...... 12
NET ASSET VALUE........................ 19
MANAGEMENT............................. 19
DISTRIBUTION OF SHARES................. 22
DIVIDENDS AND DISTRIBUTIONS............ 23
TAXES.................................. 23
DESCRIPTION OF SHARES.................. 25
OTHER INFORMATION...................... 26

INVESTMENT ADVISER
PNC Institutional Management Corporation
Wilmington, Delaware

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania December 1, 1997

<PAGE>

BEDFORD
MUNICIPAL MONEY MARKET PORTFOLIO
OF
THE RBB FUND, INC.

The Bedford Shares of the Municipal Money Market Portfolio are a class
of shares of common stock of The RBB Fund, Inc. (the "Fund"), an open-end
management investment company. Shares of the class offered by this Prospectus
represent interests in the Portfolio.

The investment objective of the Municipal Money Market Portfolio is to
provide as high a level of current interest income exempt from federal income
taxes as is consistent with maintaining liquidity and stability of principal.
The Municipal Money Market Portfolio seeks to achieve such objective by
investing substantially all of its assets in a diversified portfolio of
short-term Municipal Obligations. "Municipal Obligations" are obligations issued
by or on behalf of states, territories and possessions of the United States, the
District of Columbia and their political subdivisions, agencies,
instrumentalities and authorities. During periods of normal market conditions,
at least 80% of the net assets of the Portfolio will be invested in Municipal
Obligations, the interest on which is exempt from the regular federal income tax
but which may constitute an item of tax preference for purposes of the federal
alternative minimum tax.

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. INVESTMENT IN SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THERE CAN BE NO
ASSURANCE THAT THE PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

PNC Institutional Management Corporation serves as investment adviser
for the Portfolio. PNC Bank, National Association serves as sub-adviser for the
Portfolio and custodian for the Fund, and PFPC Inc. serves as administrator of
the Portfolio and the transfer and dividend disbursing agent for the Fund.
Counsellors Securities Inc. acts as distributor for the Fund.

<PAGE>

Prospectus. It may be obtained upon request free of charge from the Fund's
distributor by calling (800) 888-9723. The Prospectus and Statement of
Additional Information are also available for reference, along with other
related materials, on the SEC Internet Website (http://www.sec.gov).

================================================================================

PROSPECTUS DECEMBER 1, 1997

-2-

<PAGE>

INTRODUCTION

================================================================================

The RBB Fund, Inc. is an open-end management investment company
incorporated under the laws of the State of Maryland on February 29, 1988. The
Fund is currently operating or proposing to operate twenty-two separate
investment portfolios. The shares ("Shares") of the Bedford Class (the "Class")
of common stock of the Fund offered by this Prospectus represent interests in
the Fund's Municipal Money Market Portfolio.

The investment objective of the Municipal Money Market Portfolio (the
"Portfolio") is to provide as high a level of current interest income exempt
from federal income taxes as is consistent with maintaining liquidity and
stability of principal. To achieve this objective, the Municipal Money Market
Portfolio invests substantially all of its assets in a diversified portfolio of
short-term Municipal Obligations which meet certain ratings criteria and present
minimal credit risks to the Portfolio. During periods of normal market
conditions, at least 80% of the net assets of the Portfolio will be invested in
Municipal Obligations, the interest on which is exempt from the regular federal
income tax, but which may constitute an item of tax preference for purposes of
the federal alternative minimum tax.

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 Portfolio's investment adviser is PNC Institutional Management Corporation
("PIMC"). PNC Bank, National Association ("PNC Bank") serves as sub-adviser to
the Portfolio and custodian to the Fund, and PFPC Inc. ("PFPC") serves as the
administrator to the Portfolio and 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 through his broker or by
direct purchases or redemptions. See "Purchase and Redemption of Shares."

An investment in the Portfolio is subject to certain risks, as set
forth in detail under "Investment Objectives and Policies." The Portfolio, to
the extent set forth under "Investment Objectives and Policies," may engage in
the purchase of securities on a "when-issued" or "forward commitment" basis, and
the purchase of stand-by commitments. These transactions involve certain special
risks, as set forth under "Investment Objectives and Policies."

-3-

<PAGE>

FEE TABLE

The Fee Table below contains a summary of the annual operating expenses
of the Bedford Class of the Municipal Money Market Portfolio based on expenses
incurred for the fiscal year ended August 31, 1997, as a percentage of average
daily net assets. An example based on the summary is also shown.

ANNUAL FUND OPERATING EXPENSES (BEDFORD CLASS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS

Management Fees (after waivers)(1)................... .04%
12b-1 Fees(1)........................................ .56%
Other Expenses(1).................................... .25%

Total Fund Operating Expenses (Bedford Class)
(after waivers and reimbursements)(1)................ .85%

(1) Management Fees and 12b-1 Fees are based on average daily net assets
and are calculated daily and paid monthly. Before waivers for the
Bedford Municipal Money Market Portfolio, Management Fees would be
.33%, and Total Fund Operating Expenses would be 1.14%.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Municipal Money Market
Portfolio* $9 $27 $47 $105

* Other Classes of this Portfolio are sold with different fees and
expenses.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses" remain the same in the years shown. THE EXAMPLE SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN. Long-term Shareholders may pay more
than the economic equivalent of the maximum front-end sales charges permitted by
the National Association of Securities Dealers, Inc.

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Bedford Class of the
Portfolio will bear directly or indirectly. (For more complete descriptions of
the various costs and expenses, see "Management--Investment Adviser and Sub-

-4-

<PAGE>

Adviser," and "Distribution of Shares" below.) Expense figures are based on
actual costs and fees charged to the Class. The Fee Table reflects a voluntary
waiver of Management Fees for the Class. However, there can be no assurance that
any future waivers of Management Fees will not vary from the figures 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 the
Portfolio's overall expense ratio and increasing its yield to investors.

From time to time the Class 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 Class refers to the income
generated by an investment in the Class over a seven-day period (which period
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 percentage of the
investment. The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Class 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 "tax-equivalent yield" of
the Class may also be quoted from time to time, which shows the level of taxable
yield needed to produce an after-tax equivalent to the tax-free yield of the
Class. This is done by increasing the yield of the Class (calculated as above)
by the amount necessary to reflect the payment of federal income tax at a stated
tax rate.

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 shareholders in connection
with investments in the Class are not reflected in the yield 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
Portfolio depending on the allocation of expenses to each class of the
Portfolio. See "Expenses."

-5-

<PAGE>

FINANCIAL HIGHLIGHTS
================================================================================

The table below sets forth certain information concerning the
investment results of the Bedford Class of the Municipal Money Market Portfolio
for the periods indicated. The financial data included in this table for each of
the periods ended August 31, 1993 through August 31, 1997, are a part of the
Fund's financial statements for the Portfolio which are incorporated by
reference into the Statement of Additional Information and have been audited by
Coopers & Lybrand L.L.P. ("Coopers"), the Fund's independent accountants. The
financial data for the Portfolio for the periods ended August 31, 1989, 1990,
1991 and 1992 are a part of previous financial statements audited by Coopers.
The financial data included in the table should be read in conjunction with the
financial statements and notes thereto. Further information about the
performance of the Portfolio is available in the Annual Report to Shareholders.
Both the Statement of Additional Information, and the Annual Report to
Shareholders may be obtained free of charge by calling the telephone number on
page 1 of this Prospectus.

-6-

<PAGE>

THE BEDFORD FAMILY

THE RBB FUND, INC FINANCIAL HIGHLIGHTS (c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

Municipal Money Market Portfolio

=============================================================================================

For the For the For the For the For the For the
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
August 31, August 31, August 31, August 31, August 31, August 31,
1997 1996 1995 1994 1993 1992
---------------------------------------------------------------------------------------------
<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 0.0285 0.0288 0.0297 0.0195 0.0195 0.0287
Net gains on securities
both realized and
unrealized)..... -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------

Total from investment
operations. 0.0285 0.0288 0.0297 0.0195 0.0195 0.0287
--------- --------- --------- --------- --------- ---------

Less distributions
Dividends (from net
investment income) (0.0285) (0.0288) (0.0297) (0.0195) (0.0195) (0.0287)
Distributions (from
capital gains).. -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total distributions (0.0285) (0.0288) (0.0297) (0.0195) (0.0195) (0.0287)
--------- --------- --------- --------- --------- ---------

Net asset value, end of
period............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= ========= ========= =========

Total return........ 2.88% 2.92% 3.01% 1.97% 1.96% 2.90%

Ratios/Supplemental Data
Net Assets, end of
period (000).... $ 213,034 $201,940 $198,425 $182,480 $215,577 $176,950
Ratios of expenses to
average net assets .85%(a) .84%(a) .82%(a) .77%(a) .77%(a) .77%(a)
Ratios of net investment
income to average
net assets...... 2.85% 2.88% 2.97% 1.95% 1.95% 2.87%

</TABLE>

=====================================================
For the Period
September 30,
For the For the 1988
Year Ended Year Ended (Commencement of
August 31, August 31, Operations) to
1991 1990 August 31, 1989
-----------------------------------------------------
<S> <C> <C> <C>
Net asset value,
beginning of period $ 1.00 $ 1.00 $ 1.00
--------- --------- ---------

Income from investment
operations:
Net investment income 0.0431 0.0522 0.0513
Net gains on securities
both realized and
unrealized)..... -- -- --
--------- --------- ---------

Total from investment
operations. 0.0431 0.0522 0.0513
--------- --------- ---------

Less distributions
Dividends (from net
investment income) (0.0431) (0.0522) (0.0513)
Distributions (from
capital gains).. -- -- --
--------- --------- ---------
Total distributions (0.0431) (0.0522) (0.0513)
--------- --------- ---------

Net asset value, end of
period............ $ 1.00 $ 1.00 $ 1.00
========= ========= =========

Total return........ 4.40% 5.35% 5.72%(b)

Ratios/Supplemental Data
Net Assets, end of
period (000).... $215,140 $195,566 $85,806
Ratios of expenses to
average net assets .74%(a) .75%(a) .73%(a)(b)
Ratios of net investment
income to average
net assets...... 4.31% 5.22% 5.70%

<FN>
(a) Without the waiver of advisory and administration fees, and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Municipal Money Market Portfolio would have
been 1.14%, 1.12%, 1.14%, 1.12%, 1.16%, 1.15%, 1.13% and 1.14% for the
years ended August 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991 and
1990, respectively, and 1.27% annualized for the period ended August
31, 1989.
(b) Annualized
(c) Financial Highlights relate solely to the Bedford Class of Shares within the
Portfolio.
</FN>

</TABLE>

-7-

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES
================================================================================

The Municipal Money Market Portfolio's investment objective is to
provide as high a level of current interest income exempt from federal income
taxes as is consistent with maintaining liquidity and relative stability of
principal. The Municipal Money Market Portfolio invests substantially all of its
assets in a diversified portfolio of short-term Municipal Obligations, the
interest on which, in the opinion of bond counsel or counsel to the issuer, as
the case may be, is exempt from the regular federal income tax and which meet
certain ratings criteria and present minimal credit risks. See "Eligible
Securities". During periods of normal market conditions, at least 80% of the net
assets of the Municipal Money Market Portfolio will be invested in Municipal
Obligations. Municipal Obligations include securities, the interest on which is
exempt from the regular federal income tax and is not an item of tax preference
for purposes of the federal alternative minimum tax ("Tax-Exempt Interest"),
although to the extent the Portfolio invests in certain private activity bonds
issued after August 7, 1986 ("Alternative Minimum Tax Securities"), a portion of
the interest earned by the Portfolio may constitute an item of tax preference
for purposes of the federal alternative minimum tax ("AMT Interest"). There is
no assurance that the investment objective of the Portfolio will be achieved.

MUNICIPAL OBLIGATIONS. The Portfolio invests in short-term Municipal
Obligations which are determined by the Portfolio's investment adviser to
present minimal credit risks and that meet certain ratings criteria pursuant to
guidelines established by the Fund's Board of Directors. The Portfolio may also
purchase securities that are unrated at the time of purchase provided that such
securities are determined to be of comparable quality to eligible rated
securities. The applicable Municipal Obligations ratings are described in the
Appendix to the Statement of Additional Information.

-8-

<PAGE>

facilities or, in some cases, from the proceeds of a special excise tax or other
specific excise tax or other specific revenue source such as the user of the
facility being financed. Revenue securities include private activity bonds which
are not payable from the unrestricted revenues of the issuer. Consequently, the
credit quality of private activity bonds is usually directly related to the
credit standing of the corporate user of the facility involved.

Although the Municipal Money Market Portfolio may invest more than 25%
of its net assets in (i) Municipal Obligations whose issuers are in the same
state, (ii) Municipal Obligations the interest on which is paid solely from
revenues of similar projects, and (iii) private activity bonds bearing
Tax-Exempt Interest, it does not currently intend to do so on a regular basis.
To the extent the Municipal Money Market Portfolio's assets are concentrated in
Municipal Obligations that are payable from the revenues of similar projects or
are issued by issuers located in the same state, the Portfolio will be subject
to the peculiar risks presented by the laws and economic conditions relating to
such states or projects to a greater extent than it would be if its assets were
not so concentrated.

TAX-EXEMPT DERIVATIVE SECURITIES. The Municipal Money Market Portfolio
may invest in tax-exempt derivative securities such as tender option bonds,
custodial receipts, participations, beneficial interests in trusts and
partnership interests. A typical tax-exempt derivative security involves the
purchase of an interest in a pool of Municipal Obligations which interest
includes a tender option, demand or other feature, allowing the Portfolio to
tender the underlying Municipal Obligation to a third party at periodic
intervals and to receive the principal amount thereof. In some cases, Municipal
Obligations are represented by custodial receipts evidencing rights to future
principal or interest payments, or both, on underlying municipal securities held
by a custodian and such receipts include the option to tender the underlying
securities to the sponsor (usually a bank, broker-dealer or other financial
institution). Although the Internal Revenue Service has not ruled on whether the
interest received on derivative securities in the form of participation
interests or custodial receipts is Tax-Exempt Interest, opinions relating to the
validity of, and the tax-exempt status of payments received by the Portfolio
from such derivative securities are rendered by counsel to the respective

-9-

<PAGE>

sponsors of such derivatives and relied upon by the Portfolio in purchasing such
securities. Neither the Portfolio nor its investment adviser will review the
proceedings relating to the creation of any tax-exempt derivative securities or
the basis for such legal opinions.

WHEN-ISSUED SECURITIES. The Portfolio may also 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 received. 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 conditions. 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
investment 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 purchase in the highest rating
categories by one or more Rating Organizations ("Rating Organizations") for such
securities (e.g., commercial paper rated "A-1" or "A-2" by Standard & Poor's
Ratings Services ("S&P"), or rated "Prime-1" or "Prime-2" by Moody's Investors
Service, Inc. ("Moody's")), (3) securities that are rated at the time of
purchase by the only Rating Organization rating the security in one of its two
highest categories for such securities; (4) and securities that are not rated
and are issued by an issuer that does not have comparable obligations rated by a
Rating Organization ("Unrated Securities"), provided that such securities are
determined to be of comparable quality to eligible rated securities. For a more
complete description of eligible

-10-

<PAGE>

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 securities, including repurchase agreements which have a
maturity of longer than seven days, time deposits with maturities in excess of
seven days, and variable rate demand notes with demand periods in excess of
seven days unless the Portfolio'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 limitation. 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.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

================================================================================

The Municipal Money Market Portfolio's investment objective and the
policies described above may be changed by the Fund's Board of Directors without
shareholder approval. The Portfolio may not, however, change the following
investment limitations without such a vote of shareholders. (A more detailed
description of the following investment limitations, together with other
investment limitations that cannot be changed without a vote of shareholders, is
contained in the Statement of Additional Information under "Investment
Objectives and Policies.")

The Municipal Money Market Portfolio may not:

1. Purchase the securities of any issuer, other than securities issued
or guaranteed by the U.S. Government or its agencies and instrumentalities, 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 this 5% limitation.

-11-

<PAGE>

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 are in excess of 5% of the Portfolio's net assets.
(This borrowing provision is not for investment leverage, but solely to
facilitate management of the Portfolio's securities by enabling the Portfolio to
meet redemption 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,
more than 25% of the value of the total assets of the Portfolio to be invested
in the obligations of issuers in the same industry.

In addition, the Portfolio may not, without Shareholder approval,
change its policy of investing during normal market conditions at least 80% of
its net assets in obligations the interest on which is Tax-Exempt Interest or
AMT Interest.

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 Investment
Company Act of 1940 (the "1940 Act"), the Municipal Money Market Portfolio will
meet the following limitation on its investments in addition to the fundamental
investment limitations described above. This limitation may be changed without a
vote of shareholders of the Municipal Money Market Portfolio.

1. The Municipal Money Market Portfolio will not purchase any Put if
after the acquisition of the Put the Municipal Money Market Portfolio
has more than 5% of its total assets invested in instruments issued by
or subject to Puts from the same institution, except that the foregoing
condition shall only be applicable with respect to 75% of the Municipal
Money Market Portfolio's total assets. A "Put" means a right to sell a
specified underlying instrument within a specified period of time and
at a specified exercise price that may be sold, transferred or assigned
only with the underlying instrument.

PURCHASE AND REDEMPTION OF SHARES
================================================================================

PURCHASE PROCEDURES

GENERAL. Shares are sold without a sales load on a continuous basis by
the Distributor. The Distributor is located at 466 Lexington Avenue, New York,
New York. Investors may

-12-

<PAGE>

purchase Shares through an account maintained by the investor with his brokerage
firm (an "Account") and may also purchase Shares directly by mail or wire. The
minimum initial investment is $1,000, and the minimum subsequent investment is
$100. The Fund in its sole discretion may accept or reject any order for
purchases of 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 good order 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. 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. On any Business Day, orders which are
accompanied by Federal Funds and received by PFPC 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 PFPC after 12:00 noon
Eastern Time but prior to the close of regular trading on the NYSE (generally
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 the close of regular
trading on the NYSE on any Business Day of the Fund, will be executed as of the
close of regular trading on the NYSE 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 PFPC as of the close of regular
trading on the NYSE or later, and orders as to which payment has been converted
to Federal Funds as of the close of regular trading on the NYSE or later on a
Business Day will be processed as of 12:00 noon Eastern Time on the following
Business Day.

PURCHASES THROUGH AN ACCOUNT. Purchases of Shares may be effected
through an investor's Account with his broker through procedures established in
connection with the requirements of Accounts at such broker. In such event,
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 requirements. Even if a broker does
not impose a sales charge for purchases of Shares, depending on the terms of an
investor's Account with his broker, the broker may charge an investor's Account
fees for automatic investment and other services provided to the Account.
Information concerning Account requirements, 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 and who desire to
transfer such shares to the

-13-
<PAGE>

street name account of another broker should contact their current broker.

A broker may offer investors maintaining Accounts the ability to
purchase Shares under an automatic purchase program (a "Purchase Program")
established by a participating broker. An investor who participates in a
Purchase Program will have his "free-credit" cash balances in his Account
automatically invested in Shares. The frequency of investments and the minimum
investment requirement will be established by the broker and the Fund. In
addition, the broker may require a minimum amount of cash and/or securities to
be deposited in an Account for participants in its Purchase Program. The
description of the particular broker's Purchase Program should be read for
details, and any inquiries concerning an Account under a Purchase Program should
be directed to the broker.

If a broker makes special arrangements under which orders for Shares
are received by PFPC prior to 12:00 noon Eastern Time and the broker guarantees
that payment for such Shares will be made in available Federal Funds to the
Fund's custodian prior to the close of regular trading on the NYSE, on the same
day, such purchase orders 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 received by PFPC.

DIRECT PURCHASES. An investor may also make direct investments in
Shares at any time through any broker that has entered into a dealer agreement
with the Distributor (a "Dealer"). An investor may make an initial investment by
mail by fully completing and signing an application obtained from a Dealer (an
"Application") and mailing it, together with a check payable to "Bedford
Municipal Money Market" to "Bedford Municipal Money Market," c/o PFPC, P.O. Box
8950, Wilmington, Delaware 19899. An Application will be returned to the
investor unless it contains the name of the Dealer from whom it was obtained.
Subsequent purchases may be made through a Dealer or 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 Dealer wire Federal Funds to the Fund's
custodian, PNC Bank. An investor's bank or Dealer may impose a charge for this
service. The Fund does not currently charge for effecting wire transfers but
reserves the right to do so in the future. 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)533-7719
(in Delaware call collect (302) 791-1196), and

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<PAGE>

provide your name, address, telephone number, Social Security or Tax
Identification Number, the amount being wired, and by which bank or Dealer. PFPC
will then provide an investor with a Fund account number. (Investors with
existing accounts should also notify PFPC prior to wiring funds.)

B. Instruct your bank or Dealer to wire the specified amount, together
with your assigned account number, to the custodian:

PNC Bank, N.A., Philadelphia, PA
ABA-0310-0005-3.
FROM: (name of investor)
ACCOUNT NUMBER: (investor's account number with the
Portfolio)
FOR PURCHASE OF: (name of Portfolio)
AMOUNT: (amount to be invested)

C. Complete and sign the Application and mail it to the address shown
thereon. PFPC will not process initial purchase orders until it receives a
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 information as to applications and annual fees, contact
the Distributor or your broker. To determine whether the benefits of an IRA are
available and/or appropriate, a shareholder should consult with a tax adviser.

REDEMPTION PROCEDURES

It is the responsibility of the Dealer to transmit promptly to PFPC a
customer's redemption request. In the case of shareholders holding share
certificates, the certificates must accompany the redemption request. 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 through an account may redeem Shares in his Account in accordance with
instructions and limitations

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<PAGE>

pertaining to his Account by contacting his broker. If such notice is received
by PFPC by 12:00 noon Eastern Time on any Business Day, the redemption 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 business. 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 the close of regular
trading on the NYSE on a Business Day, the redemption will be effective as of
the close of regular trading on the NYSE 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.

An investor's brokerage firm may also redeem each day a sufficient
number of Shares to cover debit balances created by transactions in the Account
or instructions for cash disbursements. Shares will be redeemed on the same day
that a transaction occurs that results in such a debit balance or charge.

Each brokerage firm reserves the right to waive or modify criteria for
participation in an Account or to terminate participation in an Account for any
reason.

REDEMPTION OF SHARES OWNED DIRECTLY. A direct investor may redeem any
number of Shares by sending a written request to "Bedford Municipal Money
Market," 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 requests for joint accounts require the signature of each
joint owner. On redemption requests of $5,000 or more, each signature must be
guaranteed. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are the Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not part of these programs will not be accepted.

-16-

<PAGE>

by telephone to request the redemption by calling (888) 261-4073. Neither the
Fund, the Portfolio, the Distributor, PFPC nor any other Fund agent will be
liable for any loss, liability, cost or expense for following the procedures
below or for following instructions communicated by telephone that they
reasonably believe to be genuine.

The Fund's telephone transaction procedures include the following
measures: (1) requiring the appropriate telephone transaction privilege forms;
(2) requiring the caller to provide the names of the account owners, the account
social security number and name of the Portfolio, all of which must match the
Fund's records; (3) requiring the Fund's service representative to complete a
telephone transaction form, listing all of the above caller identification
information; (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 owners
of record at the bank account of record; (5) sending a written confirmation for
each telephone transaction to the owners of record at the address of record
within five (5) business days of the call; (6) and maintaining tapes of
telephone transactions for six months, if the Fund elects to record shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners or other industry professionals, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under power of attorney.

The proceeds of a telephone redemption request will be mailed by check
to an investor's registered address unless he has designated in his Application
or Telephone Authorization Form 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 redemption request received prior to the close of
regular trading on the NYSE, will result in redemption proceeds being wired to
the investor's bank account on the next bank business day. The minimum
redemption for proceeds sent by wire transfer is $2,500. There is no maximum for
proceeds sent by wire transfer. There is no minimum redemption for proceeds
mailed by check; however, the maximum redemption for proceeds mailed by check is
$25,000. The Fund may modify this redemption service at any time or charge a
service fee upon prior notice to shareholders, although no fee is currently
contemplated.

REDEMPTION BY CHECK. Upon request, the Fund will provide any direct
investor and any investor who does not have check writing privileges for his
Account with forms of drafts

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<PAGE>

("checks") payable through PNC Bank. These checks may be made payable to the
order of anyone. The minimum amount of a check is $100; however, a broker may
establish a higher minimum. An investor wishing to use this check writing
redemption procedure should complete specimen signature cards (available from
PFPC), and then forward such signature cards to PFPC. PFPC will then arrange for
the checks to be honored by PNC Bank. Investors who own Shares through an
Account should contact their brokers for signature cards. Investors with joint
accounts may elect to have checks honored with a single signature. Check
redemptions will be subject to PNC Bank's rules governing checks. An investor
will be able to stop payment on a check redemption. The Fund or PNC Bank may
terminate this redemption service at any time, and neither shall incur any
liability for honoring checks, for effecting redemptions to pay checks, or for
returning checks which have not been accepted.

ADDITIONAL REDEMPTION INFORMATION. The Fund ordinarily will make
payment for all Shares redeemed within seven days after receipt by PFPC of a
redemption request in proper form. Although the Fund will redeem Shares
purchased by check before the check clears, payment of redemption proceeds may
be delayed 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. Investors should consider purchasing Shares
with a certified or bank check or money order if they anticipate an immediate
need for redemption proceeds.

The Fund imposes no charge when Shares are redeemed. The Fund reserves
the right to redeem any account in the Class involuntarily, on 30 days' notice,
if such account falls below $500 and during such 30-day notice 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 provided by
the rules of the Securities and Exchange Commission.

-18-

<PAGE>

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value per share of each class of the Portfolio for the
purpose of pricing purchase and redemption orders is determined twice each day
once as of 12:00 noon Eastern Time and once, as of the close of regular trading
of the NYSE on each weekday with the exception of those holidays on which either
the NYSE or the FRB is closed. Currently, the NYSE is closed on weekends and the
customary national business holidays of New Year's Day, Dr. Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday. The
FRB is currently closed on weekends and the same holidays on which the NYSE is
closed as well as Veterans' Day and Columbus Day. The net asset value per share
of each class of the Portfolio is calculated by adding the value of the
proportionate interest of the class in the securities, cash and other assets of
the Portfolio, deducting the actual and accrued liabilities of the class and
dividing the result by the number of outstanding shares of the class.

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
securities 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.

MANAGEMENT

================================================================================

BOARD OF DIRECTORS

The business and affairs of the Fund and each investment portfolio of
the Fund are managed under the direction of the Fund's Board of Directors. The
Fund currently operates or proposes to operate twenty-two investment portfolios.
The Municipal Money Market Portfolio is one of these portfolios.

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly-owned subsidiary of PNC Bank, serves as the investment
adviser for the Municipal Money Market Portfolio. PIMC was organized in 1977 by
PNC Bank to perform advisory

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<PAGE>

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-adviser for the Portfolio. PNC Bank and its predecessors
have been in the business of managing the investments of fiduciary and other
accounts in the Philadelphia area since 1847. PNC Bank and its subsidiaries
currently manage over $38.7 billion of assets, of which approximately $35.2
billion are mutual funds. PNC Bank, a national bank whose principal business
address is 1600 Market Street, Philadelphia, Pennsylvania 19103, is a
wholly-owned subsidiary of PNC Bancorp, Inc. PNC Bancorp Inc. is a bank holding
company and a wholly-owned subsidiary of PNC Bank Corp., a multi-bank holding
company.

As investment adviser to the Portfolio, PIMC manages the Portfolio and
is responsible for all purchases and sales of portfolio securities. PIMC also
assists generally in supervising the operations of the Portfolio, and maintains
the Portfolio's financial accounts and records. PNC Bank, as sub-adviser,
provides research and credit analysis and provides PIMC with certain other
services. In entering into portfolio transactions for the Portfolio with a
broker, PIMC may take into account the sale by such broker of shares of the
Fund, subject to the requirements of best execution.

For the services provided to and expenses assumed by it for the benefit
of the Portfolio, PIMC is entitled to receive from the Portfolio a fee, computed
daily and payable monthly, at an annual rate of .35% of the first $250 million
of the Portfolio's average daily net assets, .30% of the next $250 million of
the Portfolio's average daily net assets and .25% of the average daily net
assets of the Portfolio 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 services, 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 delegates some or all of its
accounting and administrative obligations under its advisory agreement with the
Fund relating to the Portfolio. Any such arrangement would have no effect on the
advisory fees payable by the Portfolio to PIMC.

For the Fund's fiscal year ended August 31, 1997, the Fund paid
investment advisory fees aggregating .04% of the average net assets of the
Portfolio. For that same year, PIMC waived approximately .29% of investment
advisory fees payable to it with respect to the Portfolio.

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<PAGE>

ADMINISTRATOR

PFPC serves as the administrator for the Municipal Money Market
Portfolio and generally assists the Portfolio in all aspects of its
administration and operation, including matters relating to the maintenance of
financial records and accounting. PFPC is entitled to an administration fee,
computed daily and payable monthly at a rate of .10% of the average daily net
assets of the Portfolio. PFPC's principal business address is 400 Bellevue
Parkway, Wilmington, Delaware 19809.

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
agreements 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 described in the Statement of Additional Information under
"Investment Advisory, Distribution and Servicing Arrangements."

DISTRIBUTOR
- --------------------------------------------------------------------------------

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor of the
Shares pursuant to a distribution agreement and various supplements thereto (the
"Distribution Agreement").

EXPENSES

The expenses of each Portfolio are deducted from the total income of
such Portfolio before dividends are paid. 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
on the relative net assets of the investment portfolios at the time such
expenses were accrued. The Bedford Class of the Fund pays its own distribution
fees, and may pay a different share than other classes of the Fund of other
expenses (excluding advisory and custodial fees) if these expenses are actually
incurred in a different amount by the Bedford Class or if it receives different
services.

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

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<PAGE>

the Portfolio for such amounts prior to the end of a fiscal year. In such event,
reimbursement of such amounts will have the effect of increasing the Portfolio's
expense ratio and of lowering yield to investors.
For the fiscal year ended August 31, 1997, total expenses were 1.14% of
average net assets with respect to the Bedford Class of the Municipal Money
Market Portfolio (not taking into account waivers of .29%).

DISTRIBUTION OF SHARES
================================================================================

The Board of Directors of the Fund approved and adopted the
Distribution Agreement 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. The actual amount of such compensation is
agreed upon from time to time by the Fund's Board of Directors and the
Distributor. Under the Distribution Agreement, 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. Such compensation may be increased, up to the amount permitted in the
Plan, with the approval of the Fund's Board of Directors. 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 such Class does not exceed the income of such 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 Agreement and the Plan, the Distributor may
reallocate an amount up to the full fee that it receives to Dealers based upon
the aggregate investment amounts maintained by and services provided to
shareholders of the Class serviced by such Dealers. The Distributor may also
reimburse Dealers for other expenses incurred in the promotion of the sale of
Fund shares. The Distributor and/or 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 expenses.

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 Distribution Agreement. Payments under the Plan are not based on expenses
actually

-22-

<PAGE>

incurred by the Distributor, and the payments may exceed distribution expenses
actually incurred.

DIVIDENDS AND DISTRIBUTIONS
================================================================================

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Municipal Money Market Portfolio
to the Portfolio's shareholders. All distributions are reinvested in the form of
additional full and fractional Shares 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 the close of regular
trading on the NYSE. Net short-term capital gains, if any, will be distributed
at least annually.

TAXES
================================================================================

The following discussion is only a brief summary of some of the
important tax considerations generally affecting the Portfolio and its
shareholders and is not intended as a substitute for careful tax planning.
Accordingly, investors in the Portfolio should consult their tax advisers with
specific reference to their own tax situation.

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<PAGE>

attributable to securities bearing tax-exempt interest. All other distributions,
to the extent they are taxable, are taxed to shareholders as ordinary income.
The current nominal maximum marginal rate on ordinary income for individuals,
trusts and estates is generally 39%, while the maximum rate imposed on mid-term
and other long-term capital gain of such taxpayers is 28% and 20%, respectively.
Corporate taxpayers are taxed at the same rates on both ordinary income and
capital gains.

The Portfolio intends to pay substantially all of its dividends as
"exempt interest dividends." Investors in the Portfolio should note, however,
that taxpayers are required to report the receipt of tax-exempt interest and
"exempt interest dividends" in their federal income tax returns and that in two
circumstances such amounts, while exempt from regular federal income tax, are
subject to federal alternative minimum tax at a rate of 28% in the case of
individuals, trusts and estates and 20% in the case of corporate taxpayers.
First, tax-exempt interest and "exempt interest dividends" derived from certain
private activity bonds issued after August 7, 1986, will generally constitute an
item of tax preference for corporate and noncorporate taxpayers in determining
federal alternative minimum tax liability. Although it does not currently intend
to do so, the Portfolio may invest up to 100% of its net assets in such private
activity bonds. Secondly, tax-exempt interest and "exempt interest dividends"
derived from other Municipal Obligations must be taken into account by corporate
taxpayers in determining their adjusted current earnings adjustment for
alternative minimum tax purposes. Investors should additionally be aware of the
possibility of state and local alternative minimum or minimum income tax
liability, in addition to federal alternative minimum tax. Shareholders who are
recipients of Social Security Act or Railroad Retirement Act benefits should
further note that tax-exempt interest and "exempt interest dividends" derived
from all types of Municipal Obligations will be taken into account in
determining the taxability of their benefit payments.

The Portfolio will determine annually the percentages of its net
investment income which are exempt from the regular federal income tax, which
constitute an item of tax preference for purposes of the federal alternative
minimum tax, and which are fully taxable and will apply such percentages
uniformly to all distributions declared from net investment income during that
year. These percentages may differ significantly from the actual percentages for
any particular day.

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<PAGE>

on December 31 provided such dividends are paid during January of the following
year. The Fund intends to make sufficient actual or deemed distributions prior
to the end of each calendar year to avoid liability for federal 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
investment program. Shares of the Portfolio would not be suitable for tax-exempt
institutions and may not be suitable for retirement plans qualified under
Section 401 of the Code, H.R. 10 plans and individual retirement accounts since
such plans and accounts are generally tax-exempt and, therefore, not only would
not gain any additional benefit from the Portfolio's dividends being tax-exempt
but also such dividends would be taxable when distributed to the beneficiary.

Future legislative or administrative changes or court decisions may
materially affect the tax consequences of investing in the Portfolio.
Shareholders are also urged to consult their tax advisers concerning the
application of state and local income taxes to investments in the Fund which may
differ from the federal income tax consequences described above.

DESCRIPTION OF SHARES
================================================================================

The Fund offers multiple classes of shares in the Municipal Money
Market Portfolio to expand its marketing 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, which may affect
performance. Each class of common stock of the Fund has a separate Rule 12b-1
distribution plan. Under the Distribution Agreements entered into with the
Distributor and pursuant to each of the distribution plans, the Distributor is
entitled to receive from each class as compensation for distribution services
provided to that class a distribution fee based on average daily net assets. 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. An investor may contact the Fund's distributor by
calling 1-800-888-9723 to request more information concerning other classes
available.

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<PAGE>

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE BEDFORD CLASS OF THE MUNICIPAL MONEY
MARKET PORTFOLIO AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES,
OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO SUCH CLASS OF THIS
PORTFOLIO.

Each share that represents an interest in the Portfolio has an equal
proportionate interest in the assets belonging to the Portfolio with each other
share that represents an interest in the Portfolio, even where a share has a
different class designation than another share representing an interest in the
Portfolio. Shares of the Fund do not have preemptive or conversion rights. When
issued for payment as described in this Prospectus, Shares will be fully paid
and non-assessable.

The Fund currently does not intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. The law
under certain circumstances provides shareholders with the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent 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
Additional Information under "Additional Information Concerning Fund Shares" for
examples 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 November 15, 1997, 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.

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

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<PAGE>

inquiries should be addressed to PFPC, the Fund's transfer agent, Bellevue Park
Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free
(800) 533-7719 (in Delaware call collect (302) 791-1196).

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<PAGE>

(This Page Intentionally Left Blank.)

-28-

<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR
ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND OR
BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.

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

CONTENTS
PAGE

INTRODUCTION................................................... 2
FINANCIAL HIGHLIGHTS........................................... 4
INVESTMENT OBJECTIVE AND
POLICIES....................................................... 7
INVESTMENT LIMITATIONS......................................... 9
PURCHASE AND REDEMPTION OF
SHARES......................................................... 10
MANAGEMENT..................................................... 17
DISTRIBUTION OF SHARES......................................... 19
DIVIDENDS AND DISTRIBUTIONS.................................... 20
TAXES.......................................................... 21
DESCRIPTION OF SHARES.......................................... 22
OTHER INFORMATION.............................................. 23

INVESTMENT ADVISER
PNC Institutional Management Corporation
Wilmington, Delaware

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

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

BEDFORD
GOVERNMENT
OBLIGATIONS
MONEY MARKET
PORTFOLIO

Prospectus

December 1, 1997

<PAGE>

BEDFORD
GOVERNMENT OBLIGATIONS
MONEY MARKET PORTFOLIO
OF
THE RBB FUND, INC.

The investment objective of the Government Obligations Money Market
Portfolio is to provide as high a level of current interest income as is
consistent with maintaining liquidity and stability of principal. The Government
Obligations Money Market Portfolio seeks to achieve such objective by investing
in short-term U.S. Treasury bills and notes and other obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, and
entering into repurchase agreements relating to such obligations. The Bedford
shares of the Government Obligations Money Market Portfolio are a class of
shares of common stock of The RBB Fund, Inc. (the "Fund"), an open-end
management investment company. Shares of the Class are offered by this
Prospectus and represent interests in the Portfolio.

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 PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

PNC Institutional Management Corporation serves as investment advisor
for the Portfolio, PNC Bank, National Association serves as sub-adviser for the
Portfolio and custodian for the Fund. PFPC Inc. serves as transfer and dividend
disbursing agent for the Fund. Counsellors Securities Inc. acts as distributor
for the Fund.

PROSPECTUS December 1, 1997

<PAGE>

INTRODUCTION
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The RBB Fund, Inc. is an open-end management investment company
incorporated under the laws of the State of Maryland on February 29, 1988. The
Fund is currently operating or proposing to operate twenty-two separate
investment portfolios. The shares ("Shares") offered by this Prospectus are a
class ("Class") of the shares of common stock of the Fund and represent
interests in the Fund's Government Obligations Money Market Portfolio (the
"Government Obligations Money Market Portfolio" or the "Portfolio").

The investment objective of the Portfolio is to provide as high a level
of current interest income as is consistent with maintaining liquidity and
stability of principal. To achieve its objective, the Portfolio invests
exclusively in short-term U.S. Treasury bills, notes and other obligations
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and enters into repurchase agreements relating to such
obligations.

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 Portfolio's investment adviser is PNC Institutional Management
Corporation ("PIMC"). PNC Bank, National Association ("PNC Bank") serves as
sub-adviser to the Portfolio and custodian for the Fund, and PFPC Inc. ("PFPC")
serves as transfer and dividend disbursing agent for the Fund. Counsellors
Securities Inc. (the "Distributor") acts as distributor of the Fund's shares.

An investor may purchase and redeem Shares through his broker or by
direct purchases or redemptions. See "Purchase and Redemption of Shares."

An investment in the Portfolio is subject to certain risks, as set
forth in detail under "Investment Objectives and Policies." The Portfolio, to
the extent set forth under "Investment Objectives and Policies," may engage in
the following investment practices among others: the use of repurchase
agreements and reverse repurchase agreements, the purchase of mortgage-related
securities and the lending of securities. All of these transactions involve
certain special risks, as set forth under "Investment Objectives and Policies."

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FEE TABLE

The Fee Table below contains a summary of annual fund operating
expenses incurred by the Government Obligations Money Market Portfolio during
the fiscal year ended August 31, 1997, as a percentage of average daily net
assets. An example based on the summary is also provided.

ANNUAL FUND OPERATING EXPENSES (BEDFORD CLASS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS

Management Fees (after waivers)(1) .30%
12b-1 Fees(1) .56%
Other Expenses(1) .115%
Total Fund Operating Expenses
(Bedford Class) (after waivers)(1) .975%

(1) Management Fees and 12b-1 Fees are based on average daily
net assets and are calculated daily and paid monthly.
Before waivers for the Government Obligations Money Market
Portfolio, Management Fees would be .41% and Total Fund
Operating Expenses would be 1.09%.

EXAMPLE

AN INVESTOR WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT, ASSUMING
(1) 5% ANNUAL RETURN AND(2) REDEMPTION AT THE END OF EACH TIME PERIOD:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Government Obligations
Money Market Portfolio*
(Bedford Class) $10 $31 $54 $120

* Other classes of this Portfolio are sold with different fees and expenses.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses (Bedford Class)" remain the same in the years shown. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Long-term shareholders
may pay more than the economic equivalent of the maximum front-end sale charges
permitted by the National Association of Securities Dealers, Inc.

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Bedford Class of the
Portfolio will bear directly or

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indirectly. (For more complete descriptions of the various costs and expenses,
see "Management -- Investment Adviser and Sub- Adviser," and "Distribution of
Shares" below.) Expense figures are based on actual costs and fees charged to
the Class. The Fee Table reflects a voluntary waiver of Management Fees for the
Portfolio. However, there can be no assurance that any future waivers of
Management Fees will not vary from the figures reflected in the Fee Table. To
the extent that any service providers assume additional expenses of a Portfolio,
such assumption will have the effect of lowering such Portfolio's overall
expense ratio and increasing its yield to investors.

From time to time, the Class 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 Class refers to the income
generated by an investment in the Class over a seven-day period (which period
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 percentage of the
investment. The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Class 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 investments in the Class are not reflected in the yield of 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
Portfolio depending on the allocation of expenses to each class of the
Portfolio. See "Expenses."

FINANCIAL HIGHLIGHTS
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The table below sets forth certain information concerning the
investment results of the Bedford Class of the Government Obligations Money
Market Portfolio for the periods indicated. The financial data included in this
table for each of the periods ended August 31, 1993 through August 31, 1997 are
part of the Fund's financial statements for the Portfolio, which have been
incorporated by reference into the Statement of Additional Information and have
been audited by Coopers & Lybrand L.L.P.

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("Coopers"), the Fund's independent accountants. The financial data for the
Portfolio for the periods ended August 31, 1989, 1990, 1991 and 1992 are part of
previous financial statements audited by Coopers. The financial data should be
read in conjunction with the financial statements and notes thereto. Further
information about the performance of the Portfolio is available in the Annual
Reports to Shareholders. Both the Statement of Additional Information and the
Annual Reports to Shareholders may be obtained free of charge by calling the
telephone number on page 1 of this Prospectus.

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Bedford Class of the Government Obligations Money Market Portfolio

THE RBB FUND INC. FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
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For the For the For the For the For the For the For the
Year Year Year Year Year Year Year
Ended Ended Ended Ended Ended Ended Ended
August 31, August 31, August 31, August 31, August 31, August 31, August 31,
1997 1996 1995 1994 1993 1992 1991
--------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- -------- -------- --------
Income from investment
operations:
Net investment income.. 0.0449 0.0458 0.0475 0.0270 0.0231 0.0375 0.0604
Net gains on securities
both realized
and unrealized....... -- -- -- -- -- 0.0009 --
-------- -------- -------- -------- -------- -------- --------
Total from investment
operations.......... 0.0449 0.0458 0.0475 0.0270 0.0231 0.0384 0.0604
-------- -------- -------- -------- -------- -------- --------
Less distributions
Dividends (from net
investment income). (0.0449) (0.0458) (0.0475) (0.0270) (0.0231) (0.0375) (0.0604)
Distributions (from
capital gains)..... -- -- -- -- -- (0.0009) --
-------- -------- -------- -------- -------- -------- --------
Total distributions. (0.0449) (0.0458) (0.0475) (0.0270) (0.0231) (0.0384) (0.0604)
-------- -------- -------- -------- -------- -------- --------
Net asset value,
end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ======== ========
Total return........... 4.59% 4.68% 4.86% 2.73% 2.33% 3.91% 6.21%
RATIOS SUPPLEMENTAL DATA
Net assets, end of
period (000).......... $209,715 $192,599 $163,398 $166,418 $213,741 $225,101 $368,899
Ratios of expenses to
average net assets.... .975%(a) .975%(a) .975%(a) .975%(a) .975%(a) .975%(a) .95%(a)
Ratios of net investment
income to average
net assets.............. 4.49% 4.58% 4.75% 2.70% 2.31% 3.75% 6.04%

</TABLE>

For the For the Period
Year September 30, 1989
Ended (Commencement of
August 31, Operations) to
1990 August 31, 1989
---------- -----------------
<S> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.. $ 1.00 $ 1.00
-------- -------
Income from investment
operations:
Net investment income.. 0.0748 0.0725
Net gains on securities
both realized
and unrealized....... -- --
-------- -------
Total from investment
operations.......... 0.0748 0.0725
-------- -------
Less distributions
Dividends (from net
investment income). (0.0748) (0.0725)
Distributions (from
capital gains)..... -- --
-------- -------
Total distributions. (0.0748) (0.0725)
-------- -------
Net asset value,
end of period........ $ 1.00 $ 1.00
======== =======
Total return........... 7.74% 8.64%(b)
RATIOS SUPPLEMENTAL DATA
Net assets, end of
period (000).......... $209,378 $66,281
Ratios of expenses to
average net assets.... .95%(a) .96%(a)(b)
Ratios of net investment
income to average
net assets.............. 7.48% 8.34%(b)

</TABLE>

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INVESTMENT OBJECTIVE AND POLICIES
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The Government Obligations 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 short-term U.S. Treasury bills, notes and
other obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and entering into repurchase agreements relating to such
obligations. The types of U.S. Government obligations in which the Portfolio may
invest include a variety of U.S. Treasury obligations, which differ only in
their interest rates, maturities, and times of issuance, and obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities,
including mortgage-related securities. Obligations of certain agencies and
instrumentalities of the U.S. Government, such as the Government National
Mortgage Association and the Export-Import Bank of the United States, are
supported by the full faith and credit of the U.S. Treasury; others, such as
those of the Federal National Mortgage Association, are supported by the right
of the issuer to borrow from the Treasury; others, such as those of the Student
Loan Marketing Association, are supported by the discretionary authority of the
U.S. Government to purchase the agency's obligations; still others, such as
those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage
Corporation, are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored agencies or instrumentalities if it is not
obligated to do so under law. The Portfolio will invest in the obligations of
such agencies or instrumentalities only when the investment adviser believes
that the credit risk with respect thereto is minimal. There is no assurance that
the investment objective of the Government Obligations Money Market Portfolio
will be achieved.

Securities issued or guaranteed by the U.S. Government, its agencies
and instrumentalities have historically involved little risk of loss of
principal if held to maturity. However, due to fluctuations in interest rates,
the market value of such securities may vary during the period a shareholder
owns Shares representing interests in the Portfolio. Certain government
securities held by the Portfolio may have remaining maturities exceeding 397
days if such securities provide for adjustments in their interest rates not less
frequently than every 397 days and the adjustments are sufficient to cause the
securities to have market values, after adjustment, which approximate their par
values.

REPURCHASE AGREEMENTS. The Portfolio may agree to purchase government
securities from financial institutions subject to the

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seller's agreement to repurchase them at an agreed-upon time and price
("repurchase agreements"). The securities held subject to a repurchase agreement
may have stated maturities exceeding 13 months, provided the repurchase
agreement itself matures in less than 13 months. Default by or bankruptcy of the
seller would, however, expose the Portfolio to possible loss because of adverse
market action or delay in connection with the disposition of the underlying
obligations.

REVERSE REPURCHASE AGREEMENTS. The Portfolio may borrow funds by
entering into reverse repurchase agreements in accordance with the investment
restrictions described below. A reverse repurchase agreement involves a sale by
a portfolio of securities that it holds concurrently with an agreement by the
Portfolio to repurchase them at an agreed upon time and price. Reverse
repurchase agreements involve the risk that the market value of the portfolio
securities sold by the Portfolio may decline below the price of the securities
the Portfolio is obligated to repurchase. The Portfolio would consider entering
into reverse repurchase agreements to avoid otherwise selling securities during
unfavorable market conditions to meet redemptions. Reverse repurchase agreements
are considered to be borrowings by the Portfolio under the Investment Company
Act of 1940 (the "1940 Act").

MORTGAGE-RELATED SECURITIES. Mortgage-related securities consist of
mortgage loans, which are assembled into pools, the interests on which are
issued and guaranteed by an agency or instrumentality of the U.S. Government,
though not necessarily by the U.S. Government itself.

ASSET-BACKED SECURITIES. The Portfolio may invest in asset-backed
securities which are backed by mortgages, 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. Asset-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 asset-backed security's stated maturity may be shortened,
and the security's total return may be difficult to predict precisely. Such
difficulties are not expected, however, to have a significant effect on the
Portfolio since the remaining maturity of any asset-backed security acquired
will be 13 months or less. Asset-backed securities are considered an industry
for industry concentration purposes. See "Investment Limitations." In periods of
falling interest rates, the rate of mortgage prepayments tends to increase.
During these periods, the reinvestment of proceeds by a portfolio will generally
be at lower rates than the rates on the prepaid obligations.

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LENDING OF SECURITIES. The Portfolio may also lend its portfolio
securities to financial institutions in accordance with the investment
restrictions described below. Such loans would involve risks of delay in
receiving additional collateral in the event the value of the collateral
decreased below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans will be made only to
borrowers deemed by the Portfolio's investment adviser to be of good standing
and only when, in the adviser's judgment, the income to be earned from the loans
justifies the attendant risks. Any loans of the Portfolio's securities will be
fully collateralized and marked to market daily.

ILLIQUID SECURITIES. The Portfolio will not invest more than 10% of its
net assets in illiquid securities, including repurchase agreements which have a
maturity of longer than seven days 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 limitation. 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.

INVESTMENT LIMITATIONS
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The Portfolio's investment objective and policies described above may
be changed by the Fund's Board of Directors without shareholder approval. The
investment limitations summarized below may not be changed, however, without
shareholder approval. (A more detailed description of the following investment
limitations is contained in the Statement of Additional Information under
"Investment Objectives and Policies.")

The Portfolio may not:

1. Purchase securities other than U.S. Treasury bills, notes
and other obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, and repurchase agreements relating to
such obligations.

2. Borrow money, except from banks for temporary purposes, and
except for reverse repurchase agreements, and then in an amount not
exceeding 10% of the value of the Portfolio's total assets, and only if
after such borrowing

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there is asset coverage of at least 300% for all borrowings of the
Portfolio; or mortgage, pledge or hypothecate 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 are in excess of 5%
of the Portfolio's net assets. (This borrowing provision is not for
investment leverage, but solely to facilitate management of the
Portfolio by enabling the Portfolio to meet redemption requests where
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous.)

3. Make loans except that the Portfolio may purchase or hold
debt obligations in accordance with its investment objective, policies
and limitations, may enter into repurchase agreements for securities,
and may lend portfolio securities against collateral, consisting of
cash or securities which are consistent with the Portfolio's permitted
investments, which is equal at all times to at least 100% of the value
of the securities loaned. There is no investment restriction on the
amount of securities that may be loaned, except that payments received
on such loans, including amounts received during the loan on account of
interest on the securities loaned, may not (together with all
non-qualifying income) exceed 10% of the Portfolio's annual gross
income (without offset for realized capital gains) unless, in the
opinion of counsel to the Fund, such amounts are qualifying income
under federal income tax provisions applicable to regulated investment
companies.

PURCHASE AND REDEMPTION OF SHARES
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PURCHASE PROCEDURES

GENERAL. Shares are sold without a sales load on a continuous basis by
the Distributor. The Distributor is located at 466 Lexington Avenue, New York,
New York. Investors may purchase Shares through an account maintained by the
investor with his brokerage firm (an "Account") and may also purchase Shares
directly by mail or wire. The minimum initial investment is $1,000, and the
minimum subsequent investment is $100. The Fund in its sole discretion may
accept or reject any order for purchases of Shares.

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where payment is made by check, Federal Funds will generally become available
two Business Days after the check is received. 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. On any Business Day, orders which are
accompanied by Federal Funds and received by PFPC 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 PFPC after 12:00 noon
Eastern Time but prior to the close of regular trading on the NYSE (generally
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 the close of regular
trading on the NYSE on any Business Day of the Fund, will be executed as of the
close of regular trading on the NYSE 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 the close of regular
trading on the NYSE or later, and orders as to which payment has been converted
to Federal Funds as of the close of regular trading on the NYSE or later on a
Business Day will be processed as of 12:00 noon Eastern Time on the following
Business Day.

PURCHASES THROUGH AN ACCOUNT. Purchases of Shares may be effected
through an investor's Account with his broker through procedures established in
connection with the requirements of Accounts at such broker. In such event,
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 investment Account requirements. Even if a broker
does not impose a sales charge for purchases of Shares, depending on the terms
of an investor's Account with his broker, the broker may charge investors
Account fees for automatic investment and other services provided to the
Account. Information concerning Account requirements, services and charges
should be obtained from an investor's broker, and 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 and who desire to transfer such shares to the street name account of
another broker should contact their current broker.

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investment requirement will be established by the broker and the Fund. In
addition, the broker may require a minimum amount of cash and/or securities to
be deposited in an Account for participants in its Purchase Program. The
description of the particular broker's Purchase Program should be read for
details, and any inquiries concerning an Account under a Purchase Program should
be directed to the broker.

If a broker makes special arrangements under which orders for Shares
are received by PFPC prior to 12:00 noon Eastern Time, and the broker guarantees
that payment for such Shares will be made in available Federal Funds to the
Fund's custodian prior to the close of regular trading on the NYSE, on the same
day, such purchase orders 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 received by PFPC.

DIRECT PURCHASES. An investor may also make direct investments in
Shares at any time through any broker that has entered into a dealer agreement
with the Distributor (a "Dealer"). An investor may make an initial investment by
mail by fully completing and signing an application obtained from a Dealer (an
"Application") and mailing it, together with a check payable to "Bedford
Government Obligations Money Market" to Bedford Government Obligations Money
Market Portfolio, c/o PFPC, P.O. Box 8950, Wilmington, Delaware 19899. An
Application will be returned to the investor unless it contains the name of the
Dealer from whom it was obtained. Subsequent purchases may be made through a
Dealer or 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 Dealer wire Federal Funds to the Fund's
custodian, PNC Bank. An investor's bank or Dealer may impose a charge for this
service. The Fund does not currently charge for effecting wire transfers but
reserves the right to do so in the future. 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) 533-7719
(in Delaware call collect (302) 791-1196), and provide your name, address,
telephone number, Social Security or Tax Identification Number, the amount being
wired, and by which bank or Dealer. PFPC will then provide an investor with a
Fund account number. (Investors with existing accounts should also notify PFPC
prior to wiring funds.)

B. Instruct your bank or Dealer to wire the specified amount, together
with your assigned account number, to the custodian:

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PNC Bank, N.A., Philadelphia, PA
ABA-0310-0005-3
FROM: (name of investor)
ACCOUNT NUMBER: (investor's account number with the
Portfolio)
FOR PURCHASE OF: (name of 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 initial purchases until it receives a fully
completed and signed Application.

For subsequent investments, an investor should follow steps A and B
above.

REDEMPTION PROCEDURES

REDEMPTION OF SHARES IN AN ACCOUNT. An investor who beneficially owns
Shares through an Account may redeem Shares in his Account in accordance with
instructions and limitations pertaining to his Account by contacting his broker.
If such notice is received by PFPC by 12:00 noon Eastern Time on any Business
Day, the redemption 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 business. 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
the close of regular trading of the NYSE on a Business Day, the redemption will
be effective as of the close of regular trading of the NYSE 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,

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all accrued but unpaid dividends on those Shares will be paid with the
redemption proceeds.

An investor's brokerage firm may also redeem each day a sufficient
number of Shares to cover debit balances created by transactions in the Account
or instructions for cash disbursements. Shares will be redeemed on the same day
that a transaction occurs that results in such a debit balance or charge.

Each brokerage firm reserves the right to waive or modify criteria for
participation in an Account or to terminate participation in an Account for any
reason.

REDEMPTION OF SHARES OWNED DIRECTLY. A direct investor may redeem any
number of Shares by sending a written request, to Bedford Government Obligations
Money Market, 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 requests for joint accounts require the signature of each
joint owner. On redemption requests of $5,000 or more, each signature must be
guaranteed. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Exchange, Inc. Medallion Signature Program (MSP). Signature guarantees
that are not part of these programs will not be accepted.

Direct investors may redeem Shares without charge by telephone if they
have completed and returned an account application containing the appropriate
telephone election. To add a telephone option to an existing account that
previously did not provide for this option, a Telephone Authorization Form must
be filed with PFPC. This form is available from PFPC. Once this election has
been made, the shareholder may simply contact PFPC by telephone to request the
redemption by calling (888) 261-4073. Neither the Fund, the Portfolio, the
Distributor, PFPC nor any other Fund agent will be liable for any loss,
liability, cost or expense for following the procedures described below or for
following instructions communicated by telephone that they reasonably believe to
be genuine.

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to complete a telephone transaction form, listing all of the above caller
identification information; (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 owners of record at the bank account of record; (5) sending a
written confirmation 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 shareholder telephone transactions. For accounts held of record by
broker-dealers (other than the Distributor), financial institutions, securities
dealers, financial planners or other industry professionals, additional
documentation or information regarding the scope of a caller's authority is
required. Finally, for telephone transactions in accounts held jointly,
additional information regarding other account holders is required. Telephone
transactions will not be permitted in connection with IRA or other retirement
plan accounts or by attorney-in-fact under power of attorney.

REDEMPTION BY CHECK. Upon request, the Fund will provide any direct
investor and any investor who does not have check writing privileges for his
Account with forms of drafts ("checks") payable through PNC Bank. These checks
may be made payable to the order of anyone. The minimum amount of a check is
$100; however, a broker may establish a higher minimum. An investor wishing to
use this check writing redemption procedure should complete specimen signature
cards (available from PFPC), and then forward such signature cards to PFPC. PFPC
will then arrange for the checks to be honored by PNC Bank. Investors who own
Shares through an Account should contact their brokers for signature cards.
Investors of joint accounts may elect to have checks honored with a single
signature. Check redemptions will be subject to PNC Bank's rules governing
checks. An investor will be able to stop payment on a check redemption. The Fund
or PNC Bank may terminate this redemption service at any time, and neither shall
incur any liability for honoring checks, for

<PAGE>

effecting redemptions to pay checks, or for returning checks which have not been
accepted.

ADDITIONAL REDEMPTION INFORMATION. The Fund ordinarily will make
payment for all Shares redeemed within seven days after receipt by PFPC of a
redemption request in proper form. Although the Fund will redeem Shares
purchased by check before the check clears, payment of the redemption proceeds
may be delayed 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. Investors should consider purchasing Shares
using a certified or bank check or money order if they anticipate an immediate
need for redemption proceeds.

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'
notice, if such account falls below $500 and during such 30-day notice 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
provided by the rules of the Securities and Exchange Commission.

NET ASSET VALUE
- --------------------------------------------------------------------------------

<PAGE>

and Columbus Day. The net asset value per share of each class is calculated by
adding the value of the proportionate interest of the class in the securities,
cash and other assets of the Portfolio, subtracting the actual and accrued
liabilities of such class and dividing the result by the number of outstanding
shares of the class. The net asset value per share of the Portfolio is
determined independently of any of the Fund's other investment portfolios.

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of the Fund and Portfolio are managed under
the direction of the Fund's Board of Directors. The Fund currently operates or
proposes to operate twenty-two investment portfolios. The Government Obligations
Money Market Portfolio is one of these portfolios.

INVESTMENT ADVISER AND SUB-ADVISER

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-adviser for the Portfolio. PNC Bank and its
predecessors have been in the business of managing the investments of fiduciary
and other accounts in the Philadelphia area since 1847. PNC Bank and its
subsidiaries currently manage over $38.7 billion of assets, of which
approximately $35.2 billion are mutual funds. PNC Bank, a national bank whose
principal business address is 1600 Market Street, Philadelphia, Pennsylvania
19103, is a wholly-owned subsidiary of PNC Bancorp Inc. PNC Bancorp, Inc. is a
bank

<PAGE>

holding company and a wholly-owned subsidiary of PNC Bank Corp., a multi-bank
holding company.

As investment adviser to the Portfolio, PIMC manages the Portfolio and
is responsible for all purchases and sales of portfolio securities. PIMC also
assists generally in supervising the operations of the Portfolio, and maintains
its financial accounts and records. PNC Bank, as sub-adviser, provides research
and credit analysis and provides PIMC with certain other services. In entering
into transactions for the Portfolio with a broker, PIMC may take into account
the sale by such broker of shares of the Fund, subject to the requirements of
best execution.

For the services provided to and expenses assumed by it for the benefit
of the Portfolio, PIMC is entitled to receive the following fees, computed daily
and payable monthly based on the Portfolio's average daily net assets: .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 services, 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. 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 delegates some or all
of its accounting and administrative obligations under its advisory agreement
with the Fund relating to the Portfolio. Any such arrangement would have no
effect on the advisory fees payable by the Portfolio to PIMC.

For the Fund's fiscal year ended August 31, 1997, the Fund paid
investment advisory fees aggregating .30% of the average net assets of the
Portfolio. For that same year, PIMC waived approximately .11% of the advisory
fees payable with respect to the 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
agreements with registered dealers who have entered into dealer agreements with
the Distributor for the provision of certain shareholder support services to
customers of such dealers who are shareholders of the Portfolio. The services
provided and the fees payable by the Fund for these services are described in
the Statement of

<PAGE>

Additional Information under "Investment Advisory, Distribution and Servicing
Arrangements."

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor of the
Shares pursuant to a distribution agreement and various supplements thereto (the
"Distribution Agreement") with the Fund on behalf of the Class.

EXPENSES

The expenses of the Portfolio are deducted from the total income of the
Portfolio before dividends are paid. 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. The expenses of each
Portfolio are deducted from the total income of such Portfolio before dividends
are paid. 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 on the relative net assets of
the investment portfolios. The Bedford Class of the Fund pays its own
distribution fees, and may pay a different share than other classes of the Fund
of other expenses (excluding advisory and custodial fees) if these expenses are
actually incurred in a different amount by the Bedford Class or if it received
different services.

The investment adviser may assume 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 the Portfolio's expense ratio and of lowering yield to
investors.

For the Fund's fiscal year ended August 31, 1997, the Fund's total
expenses were 1.09% of average net assets with respect to the Bedford Class of
the Portfolio (not taking into account waivers and reimbursements of .115%).

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

The Board of Directors of the Fund approved and adopted the
Distribution Agreement and separate Plan of Distribution for the Class (the
"Plan") pursuant to Rule 12b-1 under the 1940 Act.

<PAGE>

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 Agreement, 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 such Class does not
exceed the income of such 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 Agreement and the Plan, the Distributor may
reallocate an amount up to the full fee that it receives to financial
institutions, including Dealers, based upon the aggregate investment amounts
maintained by and services provided to shareholders of the Class serviced by
such financial institutions. The Distributor may also reimburse Dealers for
other expenses incurred in the promotion of the sale of Fund shares. The
Distributor and/or 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
expenses.

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
shareholders. All distributions are reinvested in the form of additional full
and fractional Shares unless a shareholder elects otherwise.

<PAGE>

determination of net asset value made as of the close of regular trading on the
NYSE. Net short-term capital gains, if any, will be distributed at least
annually.

TAXES
- --------------------------------------------------------------------------------

The following discussion is only a brief summary of some of the
important tax considerations generally affecting the Portfolio and its
shareholders and is not intended as a substitute for careful tax planning.
Accordingly, investors 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. So long as
the Portfolio qualifies for this tax treatment, it 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 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 eligible for the corporate dividends received deduction.

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of the
Portfolio, and out of the portion of such net capital gain that constitutes
mid-term capital gain, will be taxed to shareholders as long-term capital gain
or mid-term capital gain, as the case may be, regardless of the length of time a
shareholder has held his Shares or 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 current nominal maximum
marginal rate on ordinary income for individuals, trusts and estates is
generally 39%, while the maximum rate imposed on mid-term and other long-term
capital gain of such taxpayers is 28% and 20%, respectively. Corporate taxpayers
are taxed at the same rates on both ordinary income and capital gains. All other
distributions, to the extent they are taxable, are taxed to shareholders as
ordinary income.

The Fund will send written notices to shareholders annually regarding
the tax status of distributions made by the Portfolio. Ordinarily, shareholders
will include all dividends declared by the Fund in income in the year of
payment. However, dividends declared in October, November or December of any
year, payable to shareholders of record on a specified date in such a month,
will

<PAGE>

be deemed to have been received by the shareholders and paid by the Fund on
December 31, of such year, if such dividends are paid during January of the
following year. The Fund intends to make sufficient actual or deemed
distributions with respect to the Portfolio prior to the end of each calendar
year to avoid liability for federal 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.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

The Fund offers multiple classes of shares in the Portfolio to expand
its marketing alternatives and to broaden its range of services to different
investors. The expenses of the various classes within this Portfolio vary based
upon the services provided, which may affect performance. Each class of Common
Stock of the Fund has a separate Rule 12b-1 distribution plan. Under the
Distribution Agreements entered into with the Distributor and pursuant to each
of the distribution plans, the Distributor is entitled to receive from each
class as compensation for distribution services provided to that class a
distribution fee based on average daily net assets. 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. An investor may contact the Fund's distributor by calling 1-800-888- 9723
to request more information concerning other classes available.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE BEDFORD CLASS OF THE GOVERNMENT
OBLIGATIONS MONEY MARKET PORTFOLIO AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE
AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO THIS
PORTFOLIO.

<PAGE>

The Fund currently does not intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. The law
under certain circumstances provides shareholders with the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent 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
Additional Information under "Additional Information Concerning Fund Shares" for
examples 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 November 15, 1997, 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.

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) 533-7719 (in Delaware call collect
(302) 791-1196).

<PAGE>

(This Page Intentionally Left Blank.)

<PAGE>
MONEY MARKET
PORTFOLIO

PROSPECTUS & APPLICATION
DECEMBER 1, 1997

BEAR
STEARNS

<PAGE>

MONEY MARKET PORTFOLIO
OF
THE RBB FUND, INC.

THE BEDFORD SHARES OF THE MONEY MARKET PORTFOLIO are a class of shares of common
stock of The RBB Fund, Inc. (the "Fund"), an open-end management investment
company. Shares of the Bedford Class offered by this Prospectus represent
interests in the Fund's Money Market Portfolio.

o 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.

PNC Institutional Management Corporation serves as investment adviser for the
Portfolio, PNC Bank, National Association serves as sub-adviser for the
Portfolio and custodian for the Fund and PFPC Inc. serves as the transfer and
dividend disbursing agent for the Fund. Counsellors Securities Inc. acts as
distributor 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 December 1, 1997, 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. The Prospectus and Statement of
Additional Information are also available for reference, along with other
related materials, on the SEC Internet Website (http://www.sec.gov).

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES

<PAGE>

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.

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

PROSPECTUS December 1, 1997

<PAGE>

TABLE OF CONTENTS
PAGE

INTRODUCTION................................................................ 1
FEE TABLE................................................................... 2
FINANCIAL HIGHLIGHTS........................................................ 4
INVESTMENT OBJECTIVES AND POLICIES.......................................... 6
INVESTMENT LIMITATIONS...................................................... 10
PURCHASE, REDEMPTION AND EXCHANGE OF SHARES ................................ 12
NET ASSET VALUE............................................................. 22
MANAGEMENT.................................................................. 22
DISTRIBUTION OF SHARES...................................................... 25
DIVIDENDS AND DISTRIBUTIONS................................................. 25
TAXES....................................................................... 26
DESCRIPTION OF SHARES....................................................... 27
OTHER INFORMATION........................................................... 28

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

The RBB Fund, Inc. (the "Fund") is an open-end management investment company
incorporated under the laws of the State of Maryland on February 29, 1988. The
Fund is currently operating or proposing to operate twenty-two separate
investment portfolios. The shares ("Shares") of the Bedford Class (the "Bedford
Class" or the "Class") of common stock of the Fund offered by this Prospectus
represent interests in the Fund's Money Market Portfolio (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 pursuing 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 Portfolio's investment adviser is PNC Institutional Management Corporation
("PIMC"). PNC Bank, National Association ("PNC Bank") serves as sub-adviser 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 detail
under "Investment Objectives and Policies." The Portfolio, to the extent set
forth under "Investment Objectives and Policies," may engage in the following
investment practices: the use of repurchase agreements and reverse repurchase
agreements, the purchase of asset-backed 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 transactions involve
certain special risks, as set forth under "Investment Objectives and Policies."

<PAGE>

FEE TABLE

The Fee Table below contains a summary of the annual operating
expenses incurred by the Bedford Class of the Portfolio after fee waivers and
expense reimbursements for the fiscal year ended August 31, 1997, as a
percentage of average daily net assets. An example based on the summary is also
shown.

ANNUAL FUND OPERATING EXPENSES (BEDFORD CLASS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
MONEY MARKET
PORTFOLIO

Management Fees (after waivers)(1)................................. .22%
12b-1 Fees(1)...................................................... .53%
Other Expenses..................................................... .22%
---
Total Operating Expenses (Bedford Class)
(after waivers)(1)............................................... .97%
====

- -------------------
(1) Management Fees and 12b-1 Fees are based on average daily net assets
and are calculated daily and paid monthly. Before waivers for the
Money Market Portfolio, Management Fees would be .37% and Total Fund
Operating Expenses would be 1.12%.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each
time period:
- --------------------------------------------------------------------------------
MONEY MARKET
PORTFOLIO*
- --------------------------------------------------------------------------------
1 Year........................................... $ 10
3 Years.......................................... $ 31
5 Years.......................................... $ 54
10 Years......................................... $119

- -------------------
* Other classes of this Portfolio are sold with different fees and
expenses.

The Example in the Fee Table assumes that all dividends and distributions are
reinvested and that the amounts listed under "Annual Fund Operating Expenses"
remain the same in the years shown. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc.

The Fee Table is designed to assist an investor in understanding the various
costs and expenses that an investor in the Bedford Class of the Fund will bear
directly or indirectly. (For more complete descriptions of the various costs and
expenses, see "Management -- Investment Adviser and Sub-Adviser," and

-2-

<PAGE>

"Distribution of Shares" below.) The expense figures are based on actual costs
and fees charged to the Class. The Fee Table reflects expense reimbursements and
a voluntary waiver of Management Fees for the Class. However, there can be no
assurance that any future expense reimbursements and waivers of Management Fees
will not vary from the figures 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 expense
ratio and increasing its yield to investors.

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
period 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
percentage 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
investments 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
Portfolio.

-3-

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The table below sets forth certain information concerning the investment results
of the Bedford Class of the Fund representing interests in the Money Market
Portfolio for the years indicated. The financial data included in this table for
each of the periods ended August 31, 1993 through 1997 are a part of the Fund's
financial statements for the Portfolio, which are incorporated by reference into
the Statement of Additional Information and have been audited by Coopers &
Lybrand L.L.P. ("Coopers"), the Fund's independent accountants. The financial
data for the periods ended August 31, 1989, 1990, 1991 and 1992 are a part of
previous financial statements audited by Coopers. The financial data included in
this table should be read in conjunction with the financial statements and
related notes. Further information about the performance of the Portfolio is
available in the Annual Report to Shareholders. Both the Statement of Additional
Information and the Annual Report to Shareholders may be obtained from the Fund
free of charge by calling the telephone number on Page 1 of the Prospectus.

-4-

<PAGE>

FINANCIAL HIGHLIGHTS (c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

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

MONEY MARKET PORTFOLIO
- ----------------------------------------------------------------------------------------------------------

FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- ----------- -----------
<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.... 0.0462 0.0469 0.0486 0.0278 0.0243 0.0375
Net gains on securities
(both realized and
unrealized............. --- --- --- --- --- 0.0007
---------- ---------- -------- --------- -------- --------

Total from investment
operations............... 0.0462 0.0469 0.0486 0.0278 0.0243 0.0382
---------- ---------- -------- --------- -------- --------

Less distributions
Dividends (from net
investment income)...... (0.0462) (0.0469) (0.0486) (0.0278) (0.0243) (0.0375)
Distributions (from
capital gains).......... --- --- --- --- --- (0.0007)
---------- ---------- -------- --------- -------- --------

Total distributions...... (0.0462) (0.469) (0.0486) (0.0278) (0.0243) (0.0382)
---------- ---------- -------- --------- -------- --------

Net asset value, end of
period................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ======== ========= ======== ========

Total return................ 4.72% 4.79% 4.97% 2.81% 2.46% 3.89%
Ratios/Supplemental Data
Net assets,
end of period (000)..... $1,392,911 $1,109,334 $935,821 $ 710,737 $782,153 $736,842
Ratios of expenses to
average net assets...... .97%(a) .97%(a) .96%(a) .95%(a) .95%(a) .95%(a)
Ratios of net investment
income to average net
assets.................. 4.62% 4.69% 4.86% 2.78% 2.43% 3.75%

</TABLE>

FOR THE PERIOD
SEPTEMBER 30,
1988
FOR THE FOR THE (COMMENCEMENT OF
YEAR ENDED YEAR ENDED OPERATIONS)
AUGUST 31, AUGUST 31, AUGUST 31,
1991 1990 1989
----------- ----------- ---------------
<S> <C> <C> <C>
Net asset value
beginning of period........ $ 1.00 $ 1.00 $ 1.00
------- ------- -------

Income from investment
operations:
Net investment income...... 0.0629 0.0765 0.0779
Net gains on securities
(both realized and
unrealized............... --- --- ---
-------- ------- -------

Total from investment
operations................. 0.0629 0.0765 0.0779
-------- -------- --------

Less distributions
Dividends (from net
investment income)........ (0.0629) (0.0765) (0.0779)
Distributions (from
capital gains)............ --- --- ---
-------- -------- --------

Total distributions........ (0.0629) (0.0765) (0.0779)
-------- -------- --------

Net asset value, end of
period..................... $ 1.00 $ 1.00 $ 1.00
======== ======== ========

Total return.................. 6.48% 7.92% 8.81%(b)
Ratios/Supplemental Data
Net assets,
end of period (000)....... $747,530 $709,757 $152,311
Ratios of expenses to
average net assets........ .92%(a) .92%(a) .93%(a)(b)
Ratios of net investment
income to average net
assets.................... 6.29% 7.65% 8.61%(b)

<FN>
(a) Without the waiver of advisory fees and without their reimbursement of
certain operating expenses, the ratios of expenses to average net
assets for the Money Market Portfolio would have been 1.12%, 1.14%,
1.17%, 1.16%, 1.19%, 1.20%, 1.17% and 1.16% for the years ended August
31, 1997, 1996, 1995, 1994, 1993, 1992, 1991 and 1990, respectively,
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.
</FN>

</TABLE>

-5-

<PAGE>

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 objective, the
Money Market Portfolio invests in a diversified portfolio of U.S.
dollar-denominated instruments, such as government, bank and commercial
obligations, that may be available in the money markets ("Money Market
Instruments") and that meet certain ratings criteria and present minimal credit
risks to the Money Market Portfolio. There is no assurance that the investment
objective of the Money Market Portfolio will be achieved. 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 deposit,
bankers' acceptances and time deposits, including U.S. dollar-denominated
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 foreign 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 in addition to those of domestic issuers, including higher
transaction costs, less complete financial information, less stringent
regulatory requirements and less market liquidity. The Portfolio may also make
interest-bearing savings deposits in commercial and savings banks in amounts not
in excess 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 rating
organization ("Rating Organizations"). These rating categories are described in
the Appendix to the Statement of Additional Information. The Portfolio may also
purchase 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.

-6-

<PAGE>

Commercial paper purchased by the Portfolio may include instruments issued by
foreign issuers, such as Canadian Commercial Paper ("CCP"), which is U.S.
dollar-denominated commercial paper issued by a Canadian corporation or a
Canadian counterpart of a U.S. corporation, and in Europaper, which is U.S.
dollar-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
instruments that permit the indebtedness thereunder to vary and provide for
periodic 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 13
months, depending upon the note involved) to demand payment of the principal of
a note. The notes are not typically rated by credit rating agencies, 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 continuing 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 repurchase
agreement may have stated maturities exceeding 13 months, provided the
repurchase agreement itself matures in less than 13 months. 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.
Government 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

-7-

<PAGE>

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
mortgages, 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.
Asset-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
asset-backed security's stated maturity may be shortened, and the security's
total return may be difficult to predict precisely. Such difficulties are not
expected, however, to have a significant effect on the Portfolio since the
remaining maturity of any asset-backed security acquired will be 13 months or
less. Asset- backed securities are considered an industry for industry
concentration purposes. See "Investment Limitations." In periods of falling
interest rates, the rate of mortgage prepayments tends to increase. During these
periods, the reinvestment of proceeds by a portfolio will generally be at lower
rates than the rates on the prepaid obligations.

REVERSE REPURCHASE AGREEMENTS.

The Portfolio may enter into reverse repurchase agreements with respect to
portfolio securities. A reverse repurchase agreement involves a sale by a
portfolio of securities that it holds concurrent with an agreement by the
Portfolio to repurchase them at an agreed upon time and price. Reverse
repurchase agreements are considered to be borrowings by the Portfolio under the
Investment Company Act of 1940 ("1940 Act").

MUNICIPAL OBLIGATIONS.

In addition, the Portfolio may, when deemed appropriate by its investment
adviser in light of the Portfolio's investment objective, invest without
limitation in high quality, short-term Municipal Obligations issued by state and
local governmental issuers, the interest on which may be taxable or tax-exempt
for federal income tax purposes, provided that such obligations carry yields
that are competitive with those of other types of Money Market Instruments of
comparable quality. For a more complete description of Municipal Obligations,
see Statement of Additional Information under "Investment Objectives and
Policies."

-8-

<PAGE>

GUARANTEED INVESTMENT CONTRACTS.

The Portfolio may make investments in obligations, such as guaranteed investment
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 investments 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
Obligations 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
received. 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 conditions.
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
purchase in the two highest rating categories by one or more Rating
Organizations ("Rating Organizations") (e.g. commercial paper rated "A-1" or
"A-2" by Standard & Poor's Ratings Services ("S&P")), (3) securities that are
rated at the time of purchase

-9-

<PAGE>

by the only Rating Organization rating the security in one of its two highest
rating categories for such securities, and (4) securities that are not rated and
are issued by an issuer that does not have comparable obligations rated by
Rating Organization ("Unrated Securities"), provided that such securities are
determined to be of comparable quality to eligible rated securities. For a more
complete description 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
securities, including repurchase agreements which have a maturity of longer than
seven days and time deposits with maturities in excess of seven days, variable
rate demand notes with demand periods in excess of seven days unless the
Portfolio's investment adviser determines that such notes are readily marketable
and could be sold promptly at the prices at which they are valued, GICs, 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
limitation. 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.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

The Money Market Portfolio's investment objective and policies described above
may be changed by the Fund's Board of Directors without shareholder approval.
The Portfolio may not, however, change the investment limitations summarized
below without such a vote of shareholders. (A more detailed description of the
following investment limitations, together with other investment limitations
that cannot be changed without a vote of shareholders, is contained in the
Statement of Additional Information under "Investment Objectives and Policies.")

THE MONEY MARKET PORTFOLIO MAY NOT:

-10-

<PAGE>

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 are in excess of 5% of
the Portfolio's net assets. (This borrowing provision is not for
investment leverage, but solely to facilitate management of the
Portfolio's securities by enabling the Portfolio to meet redemption
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 invested in the obligations of issuers in the banking
industry, or in obligations, such as repurchase agreements, secured by
such obligations (unless 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.

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 addition to
the fundamental investment limitations described above. These limitations may be
changed without a vote of shareholders of the Money Market Portfolio.

-11-

<PAGE>

securities that (i) if rated by more than one Rating Organization, are
rated (at the time of purchase) by two or more Rating Organizations in
the highest rating category for such securities, (ii) if rated by only
one Rating Organization, are rated by such Rating Organization 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
Securities 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 Securities, 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,

PURCHASE, REDEMPTION AND EXCHANGE 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 company
("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 wire. The minimum initial investment

-12-

<PAGE>

THE BEAR STEARNS FUNDS

ACCOUNT INFORMATION FORM

Please Note: Do not use this form to open a retirement plan account. For
retirement plan forms call 1-800-766-4111.
For assistance in completing this form, contact PFPC at 1-800-447-1139.

1. ACCOUNT TYPE (Please print; indicate only one registration type)

[__] INDIVIDUAL [__] JOINT TENANT

---------------------------------------------------------------------------
NAME

---------------------------------------------------------------------------
JOINT REGISTRANT, IF ANY (SEE NOTES 1 AND 2)

--------------------------------------- ------------------------------
SOCIAL SECURITY NUMBER OF PRIMARY OWNER TAXPAYER IDENTIFICATION NUMBER

(1) Use only the Social Security number or Taxpayer Identification
Number of the first listed joint tenant.

(2) For joint registrations, the account registrants will be joint
tenants with right of survivorship and not tenants in common
unless tenants in common or community property registrations are
requested.

---------------------------------------------------------------------------
[__] UNIFORM GIFT TO MINORS, OR [__] UNIFORM TRANSFER TO MINORS
(WHERE ALLOWED BY LAW)

---------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)

---------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

Under the ____________________________ Uniform Gift/Transfers to Minors Act
STATE RESIDENCE OF MINOR
- -
------/------/------ --------------------------
MINOR'S DATE OF BIRTH MINOR'S SOCIAL SECURITY NUMBER
(REQUIRED TO OPEN ACCOUNT)

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[__] Corporation [__] Partnership [__] Trust* [__] Other

---------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER

---------------------------------------------------------------------------
NAME(S) OF TRUSTEE(S) DATE OF THE TRUST AGREEMENT

----------------------------------- ----------------------------------
SOCIAL SECURITY NUMBER TAXPAYER IDENTIFICATION NUMBER
(REQUIRED TO OPEN ACCOUNT) (REQUIRED TO OPEN ACCOUNT)

* If a Trust, include date of trust instrument and list of trustees if they
are to be named in the registration.

N O T P A R T O F T H E P R O S P E C T U S

<PAGE>

2. MAILING ADDRESS

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STREET OR P.O. BOX APARTMENT NUMBER

---------------------------------------------------------------------------
CITY STATE ZIP CODE

( ) ( )
---------------------------------------------------------------------------
DAY TELEPHONE EVENING TELEPHONE

3. INVESTMENT INFORMATION

METHOD OF INVESTMENT

[__] I have enclosed a check for a minimum initial investment of
$1,000 per Fund.
[__] I have enclosed a check for a minimum subsequent investment of
$250 per Fund or completed the Systematic Investment Plan
information in Section 13.
[__] I purchased _____________ shares of __________________ through my
broker on __/__/__. Conform #___________.

PLEASE MAKE MY INVESTMENT IN THE FUNDS DESIGNATED BELOW:

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CLASS A CLASS C CLASS Y BEAR STEARNS FUNDS INVESTMENT AMOUNT

---------------------------------------------------------------------------
_______ _______ _______ S&P STARS Portfolio $_______________
_______ _______ _______ Large Cap Value Portfolio $_______________
_______ _______ _______ Small Cap Value Portfolio $_______________
_______ _______ _______ Total Return Bond Portfolio $_______________
_______ _______ _______ The Insiders Select Fund $_______________
_______ _______ _______ Emerging Markets Debt Portfolio $_______________
_______ _______ _______ Money Market Portfolio $_______________

TOTAL INVESTMENT AMOUNT $===============

Note: All shares purchased will be held in a shareholder account for the
investor at the Transfer Agent. Checks drawn on foreign banks and checks
made payable to persons or entities other than the Fund will not be
accepted. Checks should be made payable to the Fund which you are investing
in. If no class is designated, your investment will be made in Class A
shares.

4. REDUCED SALES CHARGE (AVAILABLE FOR CLASS A SHARES ONLY)

Method of Investment

Are you a shareholder in another Bear Stearns Fund? [__] Yes [__] No

[__] I apply for Right of Accumulation reduced sales charges
based on the following Bear Stearns Fund Accounts
(excluding Class C Shares).

---------------------------------------------------------------------------
FUND ACCOUNT NUMBER OR SOCIAL SECURITY NUMBER

LETTER OF INTENT

[__] I am already investing under an existing Letter of Intent.

[__] I agree to the Letter of Intent provisions in the Fund's
current prospectus. During a 13-month period, I plan to
invest a dollar amount of at least:
[__] $50,000 [__] $100,000 [__] $250,000 [__] $500,000
[__] $750,000 [__] $1,000,000

N O T P A R T O F T H E P R O S P E C T U S

<PAGE>

NET ASSET VALUE PURCHASE

[__] I qualify for an exemption from the sales charge by meeting the
conditions set forth in the prospectus. (Please attach
certification to this form.)

[__] I qualify to purchase shares at net asset value, with proceeds
received from a mutual fund or closed-end fund not distributed by
Bear Stearns. (Please attach proof of fund share redemption.)

5. DISTRIBUTION OPTIONS

DIVIDENDS AND CAPITAL GAINS MAY BE REINVESTED OR PAID BY CHECK. IF NO
OPTIONS ARE SELECTED BELOW, BOTH DIVIDENDS AND CAPITAL GAINS WILL BE
REINVESTED IN ADDITIONAL FUND SHARES.

Dividends [__] Pay by check. [__] Reinvest.
Capital Gains [__] Pay by check. [__] Reinvest.

The Redirected Distribution Option allows an investor to have dividends and
any other distributions from a Fund automatically used to purchase shares
of the same class of any other Fund. The receiving account must be in the
same name as your existing account.

[__] Please reinvest dividends and capital gains
from the __________________ to the _____________________.
(NAME OF FUND) (NAME OF FUND)

If you elect to have distributions paid by check, distributions will be
sent to the address of record. Distributions may also be sent to
another payee:

---------------------------------------------------------------------------
NAME

---------------------------------------------------------------------------
STREET OR P.O. BOX APARTMENT NUMBER

---------------------------------------------------------------------------
CITY STATE ZIP CODE

---------------------------------------------------------------------------
OPTIONAL FEATURES

6. AUTOMATIC WITHDRAWAL PLAN

[__] Fund Name _______________________________ [__] Amount ______________
[__] Startup month _______________________

Frequency option:
[__] Monthly [__] Every other month [__] Quarterly
[__] Semiannually [__] Annually

o A minimum account value of $5,000 in a single account is required to
establish an automatic withdrawal plan.

o Payments will be made on or near the 25th of the month.

o Shareholders holding share certificates are not eligible for the
Automatic Withdrawal Plan.

[__] Please mail checks to Address of Record (Named in Section 2)
[__] Please electronically credit my Bank of Record (Named in Section 9)
[__] Special payee as specified below:

---------------------------------------------------------------------------
NAME

---------------------------------------------------------------------------
STREET OR P.O. BOX APARTMENT NUMBER

---------------------------------------------------------------------------
CITY STATE ZIP CODE

N O T P A R T O F T H E P R O S P E C T U S

<PAGE>

7. TELEPHONE EXCHANGE PRIVILEGE

Unless indicated below, I authorize the Transfer Agent to accept
instructions from any persons to exchange shares in my account(s) by
telephone, in accordance with the procedures and conditions set forth
in the Fund's current prospectus.

[__] I DO NOT want the Telephone Exchange Privilege.

8. TELEPHONE REDEMPTION PRIVILEGE

[__] I authorize the Transfer Agent to accept instructions from any
person to redeem shares in my account(s) by telephone, in accordance
with the procedures and conditions set forth in the Fund's current
prospectus.

Checks for redemption of proceeds will be sent by check via U.S. Mail
to the address to record, unless the information in Section 9 is
completed for redemption by wire of $500 or more.

9. BANK OF RECORD (FOR TELEPHONE REDEMPTIONS AND/OR SYSTEMATIC INVESTMENT
PLANS) PLEASE ATTACH A VOIDED CHECK (FOR ELECTRONIC CREDIT TO YOUR CHECKING
ACCOUNT) IN THE SPACE PROVIDED IN SECTION 13.

---------------------------------------------------------------------------
BANK NAME

---------------------------------------------------------------------------
STREET OR P.O. BOX APARTMENT NUMBER

---------------------------------------------------------------------------
CITY STATE ZIP CODE

---------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

---------------------------------------------------------------------------
ACCOUNT NAME

10. SIGNATURE AND TAXPAYER CERTIFICATION

The undersigned warrants that I(we) have full authority and, if a
natural person, I(we) am(are) of legal age to purchase shares pursuant
to this Account Information Form, and have received a current
prospectus for the Bear Stearns Fund(s) in which I(we) am(are)
investing. THE UNDERSIGNED ACKNOWLEDGES THAT THE TELEPHONE EXCHANGE
PRIVILEGE IS AUTOMATIC AND THAT I(WE) MAY BEAR THE RISK OF LOSS IN
EVENT OF FRAUDULENT USE OF THE PRIVILEGE. If I(we) do not want the
Telephone Exchange Privilege, I(we) have so indicated on this Account
Information Form.

Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is
required to have the following certification:

Under penalty of perjury, I certify that:

(1) The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding or (b) I have not been notified by the Internal
Revenue Service that I am subject to 31% backup withholding as a result
of a failure to report all interest or dividends or (c) the IRS has
notified me that I am no longer subject to backup withholding.

Certification Instructions - You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because of underreporting of interest or dividends on your
tax return. MUTUAL FUND SHARES ARE NOT DEPOSITS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION, NOR ARE THEY INSURED BY THE FDIC.
INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.

N O T P A R T O F T H E P R O S P E C T U S

<PAGE>

[__] Exempt from backup withholding
[__] Nonresident alien (Form W-8 attached) ______________________
COUNTRY OF CITIZENSHIP

---------------------------------------------------------------------------
AUTHORIZED SIGNATURE TITLE DATE

11. FOR AUTHORIZED DEALER USE ONLY (Please Print)

We hereby authorize the Transfer Agent to act as our agent in
connection with the transactions authorized by the Account Information
Form and agree to notify the Transfer Agent of any purchases made under
a Letter of Intent or Right of Accumulation. If this Account
Information Form includes a Telephone Exchange Privilege authorization,
a Telephone Redemption Privilege authorization or an Automatic
Withdrawal Plan request, we guarantee the signature(s) above.

---------------------------------------------------------------------------
DEALER'S NAME DEALER NUMBER

---------------------------------------------------------------------------
MAIN OFFICE ADDRESS BRANCH NUMBER

---------------------------------------------------------------------------
REPRESENTATIVE'S NAME REP. NUMBER
( )
---------------------------------------------------------------------------
BRANCH ADDRESS TELEPHONE NUMBER

---------------------------------------------------------------------------
AUTHORIZED SIGNATURE OF DEALER TITLE DATE

12. ADDITIONAL ACCOUNT STATEMENTS (Please Print)

In addition to myself and my representative, please send copies of my
account statements to:

----------------------------------------- --------------------------------
NAME NAME

----------------------------------------- --------------------------------
ADDRESS ADDRESS

----------------------------------------- --------------------------------
CITY, STATE, ZIP CODE CITY, STATE, ZIP CODE

13. SYSTEMATIC INVESTMENT PLAN

The Systematic Investment Plan, which is available to shareholders of
the Bear Stearns Funds, makes possible regularly scheduled purchases of
Fund shares to allow dollar-cost averaging. The Funds' Transfer Agent
can arrange for an amount of money selected by you ($100 minimum) to be
deducted from your checking account and used to purchase shares of a
specified Bear Stearns Fund. A $250 minimum initial investment is
required. This may not be used in conjunction with the Automatic Withdrawal
Plan.

Please debit $__________ from my checking account (named in Section 9)
on or about the 20th of the month. Depending on the Application receipt
date, the Plan may take 10 to 20 days to be in effect.

[__] Monthly [__] Every alternate month
[__] Quarterly [__] Other _______________

$____________ into the __________________ Fund ________________Start Month.
$100 MINIMUM

$____________ into the __________________ Fund ________________Start Month.

N O T P A R T O F T H E P R O S P E C T U S

<PAGE>

$100 MINIMUM

If you are applying for the Telephone Redemption Privilege or
Systematic Investment Plan, please tape your voided check on top of our
sample below.

[TAPE CHECK HERE]

SERVICE ASSISTANCE MAILING INSTRUCTIONS

Our knowledgeable Client Services Mail your completed Account
Representatives are available to Information Form and check to:
assist you between 8:30 a.m. and
5:00 p.m. Eastern Time THE BEAR STEARNS FUNDS
at: 1-800-447-1139 C/O PFPC INC.
P.O. BOX 8960
WILMINGTON, DE 19899-8960

N O T P A R T O F T H E P R O S P E C T U S

<PAGE>

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 good order 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 accompanied 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. 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. On any business day, orders
which are accompanied by Federal Funds and received by PFPC after 12:00 noon
Eastern Time but prior to the close of regular trading on the NYSE (generally
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 the close of regular
trading on the NYSE on any Business Day of the Fund, will be executed as of the
close of regular trading on the NYSE 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 the close of regular
trading on the NYSE or later, and orders as to which payment has been converted
to Federal Funds as of the close of regular trading on the NYSE or later on a
Business Day will be processed as of 12:00 noon Eastern Time on the following
Business Day.

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 guarantees
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 orders
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 received by
PFPC.

PURCHASES THROUGH AN ACCOUNT. Purchases of Shares may be effected through
brokers (other than Bears 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 brokerage 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

-13-

<PAGE>

Fund-Money Market Portfolio (Bedford Class), P.O. Box 8960, 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.

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 requirements.
Even if a broker does not impose a sales charge for purchases of Bedford
Shares, depending on the terms of an investor's Account with his broker, the
broker may charge an investor's Account fees for automatic investment and other
services provided to the Account. Information concerning Account requirements,
services and charges should be obtained from an investor's broker, and 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.

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 clients of Bear Stearns, the Fund's Distributor will pay Bear Stearns up to
.50% of the annual average value of such accounts.

DIRECT PURCHASES. Investors may purchase the Portfolio's shares by mail by
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)," to Bedford
Money Market Portfolio, c/o PFPC, P.O. Box 8960, 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
custodian, 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

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<PAGE>

initial investment, it is important that an investor follows these steps:

A. Telephone the Fund's transfer agent, PFPC, toll-free
(800) 447-1139 and provide 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. Complete and sign the Application and mail it to the
address shown thereon. PFPC will not process initial purchases until it
receives a 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 information as to applications and annual fees, contact the
Distributor or your broker. To determine whether the benefits of an IRA are
available and/or appropriate, a shareholder should consult with a tax adviser.

REDEMPTION PROCEDURES

Redemption orders are effected at the net asset value per share next determined
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.

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<PAGE>

REDEMPTION OF SHARES IN AN ACCOUNT. An investor who beneficially owns Shares in
an Account may redeem Shares in his Account in accordance with instructions and
limitations pertaining to his Account by contacting his broker. If such notice
is received by PFPC from the broker by 12:00 noon Eastern Time on any Business
Day, the redemption 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 business. 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
the close of regular trading on the NYSE on a Business Day, the redemption will
be effective as of the close of regular trading on the NYSE 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
participation in an Account or to terminate participation in an Account for any
reason.

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 8960, Wilmington, Delaware 19899. Redemption requests
must be signed by each shareholder in the same manner as the Shares are
registered. Redemption requests for joint accounts require the signature of each
joint owner. On redemption requests of $5,000 or more, a signature guarantee is
required. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not part of these programs will not be accepted.

Investors may redeem or exchange shares without charge by telephone if they have
completed and returned an account application containing the appropriate
telephone election. To add a telephone option to an existing account that
previously did not provide for this option, a Telephone Authorization Form must
be filed with PFPC. This form is available from PFPC. Once this election has
been made, the shareholder may simply contact PFPC by telephone to request the
redemption by calling (888) 261-4073. Neither the Fund, the Portfolio, the
Distributor, PFPC nor any other Fund agent will be liable for any loss,
liability, cost or expense for following the procedures below or for following

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<PAGE>

instructions communicated by telephone that they reasonably believe to be
genuine.

The Fund's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account social
security number and name of the Portfolio, all of which must match the Fund's
records; (3) requiring the Fund's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(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 owners of
record at the bank account of record; (5) sending a written confirmation 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 shareholder
telephone transactions. For accounts held of record by broker-dealers or other
industry professionals, additional documentation or information regarding the
scope of a caller's authority is required. Finally, for telephone transactions
in accounts held jointly, additional information regarding other account holders
is required. Telephone transactions will not be permitted in connection with IRA
or other retirement plan accounts or by an attorney-in-fact under power of
attorney.

Redemption proceeds of a telephone redemption request will be mailed by check to
an investor's registered address unless he has designated in his Application or
Telephone Authorization Form that such proceeds are to be sent by wire transfer
to a specified checking or savings account. If redemption proceeds are to be
sent by wire transfer, a telephone redemption request received prior to the
close of regular trading on the NYSE will result in redemption proceeds being
wired to the investor's bank account on the next bank business day. 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, although no
fee is currently contemplated.

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<PAGE>

through an Account should contact their brokers for signature cards. Investors
of joint accounts may elect to have checks honored with a single signature.
Check redemptions will be subject to PNC Bank's rules governing checks. An
investor will be able to stop payment on a check redemption. The Fund or PNC
Bank may terminate this redemption service at any time, and neither shall incur
any liability for honoring checks, for effecting redemptions to pay checks, or
for returning checks which have not been accepted.

When a check is presented to PNC Bank for clearance, PNC Bank, as the investor's
agent, will cause the Fund to redeem a sufficient number of full and fractional
shares owned by the investor to cover the amount of the check. This procedure
enables the investor to continue to receive dividends on those Shares equalling
the amount being redeemed by check until such time as the check is presented to
PNC Bank. Pursuant to rules under the 1940 Act, checks may not be presented for
cash payment at the offices of PNC Bank. This limitation does not affect checks
used for the payment of bills or cash at other banks.

Written redemption instructions, indicating the Portfolio from which shares are
to be redeemed, and duly endorsed stock certificates, if previously issued, must
be received by the transfer agent in proper form and signed exactly as the
shares are registered. All signatures must be guaranteed as described above
under "Redemption of Shares Owned Directly." Redemption requests by corporate
and fiduciary shareholders must be accompanied by appropriate documentation
establishing the authority of the person 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 procedures.

During times of drastic economic or market conditions, investors may experience
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 described
herein. Use of these other redemption procedures may result in the redemption
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 investor, the Fund or the transfer agent. Shares for which
certificates have been issued may not be redeemed through automatic withdrawal.
Purchases of

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<PAGE>

additional shares concurrently with withdrawals generally are undesirable.

ADDITIONAL REDEMPTION INFORMATION. The Fund ordinarily will make payment for all
Shares redeemed within seven days after receipt by PFPC of a redemption request
in proper form. Although the Fund will redeem Shares purchased by check before
the check clears, payment of the redemption proceeds may be delayed for a period
of up to fifteen days after purchase, pending a determination that the check has
cleared. This procedure does not apply to Shares purchased by wire payment.
Investors should consider purchasing Shares using a certified or bank check or
money order if they anticipate an immediate need for redemption proceeds. 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, except as described below.
The Fund reserves the right to redeem any account in the Class involuntarily, on
30 days' notice, 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
provided by the rules of the Securities and Exchange Commission.

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 requirements 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.

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 than the Money
Market Portfolio. 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.

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<PAGE>

Currently, exchanges may be made among the following portfolios (and such
additional portfolios which may be added in the future):

o Emerging Markets Debt Portfolio
o S&P STARS Portfolio
o Large Cap Value Portfolio
o Small Cap Value Portfolio
o Total Return Bond Portfolio
o The Insiders Select Fund

To effect an exchange of Shares, 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 PFPC, Attention: The RBB
Fund--Money Market Portfolio (Bedford Class), P.O. Box 8960, Wilmington,
Delaware 19899. Shareholders are automatically provided with telephone exchange
privileges when opening an account, unless they indicate otherwise on the
account application. Shareholders holding share certificates are not eligible to
exchange shares of the Portfolio by phone because share certificates must
accompany all exchange requests. To add this feature to an existing account that
previously did not provide for this option, a Telephone 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 to request the exchange. See
"Redemption Procedures--Redemption of Shares Owned Directly" for a description
of the Fund's telephone transaction procedures. 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 otherwise
specified in writing by the shareholder with all signatures guaranteed as
described above. To participate in the Systematic 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 shareholders.

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

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<PAGE>

least $250; furthermore, when establishing a new account by exchange, 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. To
qualify for the exchange privilege, 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
shareholders 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 exchange by the
shareholder and, therefore, an exchanging shareholder may realize a taxable gain
or loss.

REDIRECTED DISTRIBUTION OPTION.

The Redirected Distribution Option enables a shareholder to invest automatically
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 offering
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 reduced
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.

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<PAGE>

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value per share of each class of the Portfolio for the purpose of
pricing purchase and redemption orders is determined twice each day, once as of
12:00 noon Eastern Time and once as of the close of regular trading on the NYSE
on each weekday with the exception of those holidays on which either the NYSE or
the FRB is closed. Currently, the NYSE is closed on weekends and the customary
national business holidays of New Year's Day, Dr. Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent
Monday when one of these holiday falls on a Saturday or Sunday. The FRB is
currently closed on weekends and the same holidays as the NYSE is closed as well
as Veterans' Day and Columbus Day. The net asset value for each class of the
Fund is calculated by adding the value of the proportionate interest of the
class in the securities, cash and other assets of the Portfolio, deducting the
actual and accrued liabilities of such class and dividing the result by the
number of outstanding shares of the class. The net asset value per share of each
class of a portfolio is determined independently of any of the Fund's other
classes.

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
securities 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
Portfolio'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

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly-owned subsidiary of PNC Bank, serves as the
investment adviser for the Portfolio. PIMC was organized in 1977

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<PAGE>

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-adviser for the
Portfolio. PNC Bank and its predecessors have been in the business of managing
the investments of fiduciary and other accounts in the Philadelphia area since
1847. PNC Bank and its subsidiaries currently manage over $38.7 billion of
assets, of which approximately $35.2 billion are mutual funds. PNC Bank, a
national bank whose principal business address is 1600 Market Street,
Philadelphia, Pennsylvania 19103, is a wholly-owned subsidiary of PNC Bancorp,
Inc. PNC Bancorp, Inc. is a bank holding company and a wholly-owned subsidiary
of PNC Bank Corp., a multi-bank holding company.

As investment adviser to the Portfolio, PIMC manages such Portfolio and is
responsible for all purchases and sales of portfolio securities. PIMC also
assists generally in supervising the operations of the Portfolio, and maintains
the Portfolio's financial accounts and records. PNC Bank, as sub-adviser,
provides research and credit analysis and provides PIMC with certain other
services. In entering into Portfolio transactions for the Portfolio with a
broker, PIMC may take into account the sale by such broker of shares of the
Fund, subject to the requirements of best execution.

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
services, 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
delegates some or all of its accounting and administrative obligations under its
advisory agreements with the Fund relating to the Portfolio. Any such
arrangement would have no effect on the advisory fees payable by the Portfolio
to PIMC.

For the Fund's fiscal year ended August 31, 1997, the Fund paid investment
advisory fees aggregating .22% of the average daily net assets of the Money
Market Portfolio. For that same year, PIMC waived approximately .15% of average
daily net assets of the Money Market Portfolio.

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<PAGE>

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 agreements 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
described in the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements".

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned subsidiary of
Warburg Pincus Asset Management, Inc. with a principal business address at 466
Lexington Avenue, New York, New York, acts as distributor of the Fund pursuant
to a distribution agreement and various supplements thereto (the "Distribution
Agreement").

EXPENSES

The expenses of each Portfolio are deducted from the total income of such
Portfolio before dividends are paid. 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 on
the relative net assets of the investment portfolios at the time such expenses
were accrued. The Bedford Class of the Fund pays its own distribution fees, and
may pay a different share than other classes of the Fund of other expenses
(excluding advisory and custodial fees) if these expenses are actually incurred
in a different amount by the Bedford Class or if it receives different services.

The investment adviser may assume 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
lowering a Portfolio's expense ratio and of increasing yield to investors.

For the Fund's fiscal year ended August 31, 1997, the Fund's total expenses were
1.12% of the average daily net assets with respect to the Class of the Money
Market Portfolio (not taking into account waivers and reimbursements of .15%).

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<PAGE>

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

The Board of Directors of the Fund approved and adopted the Distribution
Agreement 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 Agreement, 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 Agreement and the Plan, the Distributor may reallocate an
amount up to the full fee that it receives to financial institutions, including
Dealers, based upon the aggregate investment amounts maintained by and services
provided to shareholders of the Class serviced by such financial institutions.
The Distributor may also reimburse Dealers for other expenses incurred in the
promotion of the sale of Fund shares. The Distributor and/or 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 expenses.

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
Distribution Agreement. Payments under the Plan are not based on expenses
actually incurred by the Distributor, and the payments may exceed distribution
expenses actually incurred.

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
shareholders. All distributions are reinvested in the form of additional full
and fractional Shares of the Class unless a shareholder elects otherwise.

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<PAGE>

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 the close of regular trading on
the NYSE. Net short-term capital gains, if any, will be distributed at least
annually.

TAXES
- --------------------------------------------------------------------------------

The following discussion is only a brief summary of some of the important tax
considerations generally affecting the Portfolio and its shareholders and is not
intended as a substitute for careful tax planning. Accordingly, investors 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. So long as the
Portfolio qualifies for this tax treatment, it 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 interest 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 eligible for the corporate
dividends received deduction.

Distributions out of the "net capital gain" (the excess of net long-term capital
gain over net short-term capital loss), if any, of the Portfolio, and out of the
portion of such net capital gain that constitutes mid-term capital gain, will be
taxed to shareholders as long-term capital gain or mid-term capital gain, as the
case may be, 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 current nominal maximum marginal rate on ordinary income
for individuals, trusts and estates is generally 39%, while the maximum rate
imposed on mid-term and other long-term capital gain of such taxpayers is 28%
and 20%, respectively. Corporate taxpayers are taxed at the same rates on both
ordinary income and capital gains.

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<PAGE>

month will be deemed to have been received by the shareholders on December 31,
provided such dividends are paid during January of the following year. The
Portfolio intends to make sufficient actual or deemed distributions prior to the
end of each calendar year to avoid liability for federal excise tax.

Shareholders who exchange Shares representing interests in one Portfolio for
Shares representing interests in another Portfolio will generally recognize
capital gain or loss for federal income tax purposes.

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.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

The Fund has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 13.93 billion shares are currently classified into
82 different classes of Common Stock ( see "Description of Shares" in the
Statement of Additional Information).

The Fund offers multiple classes of shares in the Money Market Portfolio to
expand its marketing 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, which may affect performance. Each class
of common stock of the Fund has a separate Rule 12b-1 distribution plan. Under
the Distribution Agreements entered into with the Distributor and pursuant to
each of the distribution plans, the Distributor is entitled to receive from each
class as compensation for distribution services provided to that class a
distribution fee based on average daily net assets. 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. An investor may contact the Fund's Distributor by calling 1-800-888- 9723
to request more information concerning other classes available.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN
RELATE PRIMARILY TO THE BEDFORD SHARES OF THE MONEY MARKET PORTFOLIO AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO THE BEDFORD SHARES OF THE MONEY MARKET PORTFOLIO.

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<PAGE>

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.

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
Additional 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 November 15, 1997, 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.

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.

-28-

<PAGE>

THE
BEAR STEARNS
FUNDS

235 Park Avenue
New York, New York 10167
1-800-766-4111

MONEY MARKET
PORTFOLIO

INVESTMENT ADVISER
PNC Institutional Management Corporation
Wilmington, Delaware

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
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 NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR
ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND OR
BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.

-29-

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON HAS HAVING BEEN AUTHORIZED BY THE FUND
OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND
OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

TABLE OF CONTENTS

PAGE

FEE TABLE...................................................... 4
FINANCIAL HIGHLIGHTS........................................... 6
INVESTMENT OBJECTIVES AND
POLICIES....................................................... 11
INVESTMENT LIMITATIONS......................................... 22
PURCHASE AND REDEMPTION OF
SHARES......................................................... 25
NET ASSET VALUE................................................ 29
MANAGEMENT..................................................... 29
DISTRIBUTION OF SHARES......................................... 32
DIVIDENDS AND DISTRIBUTIONS.................................... 33
TAXES.......................................................... 34
DESCRIPTION OF SHARES.......................................... 36
OTHER INFORMATION.............................................. 38

INVESTMENT ADVISER
PNC Institutional Management
Corporation
Wilmington, Delaware

CUSTODIAN
PNC Bank, National Association
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania

ESTABLISHED 1832

JMS, INC.

PROSPECTUS
THE JANNEY
MONTGOMERY SCOTT
MONEY FUNDS

MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------
MUNICIPAL
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------
GOVERNMENT OBLIGATIONS
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------
NEW YORK MUNICIPAL
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------

DECEMBER 1, 1997

<PAGE>

THE JANNEY MONTGOMERY SCOTT MONEY FUNDS
OF THE RBB FUND, INC.

The Janney Montgomery Scott Money Funds consists of four classes of
common stock (collectively, the "Janney Classes") of The RBB Fund, Inc. (the
"Fund"), an open-end management investment company incorporated under the laws
of the State of Maryland on February 29, 1988. The Fund is currently operating
or proposing to operate twenty-two separate investment portfolios. The shares of
the classes (collectively, the "Janney Shares" or "Shares") offered by this
Prospectus represent interests in a taxable money market portfolio, a municipal
money market portfolio, a U.S. Government obligations money market portfolio and
a New York municipal money market portfolio (together, the "Portfolios").
The investment objectives of each investment portfolio described in this
Prospectus are as follows:

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO - 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
short-term U.S. Treasury bills, notes and other obligations issued or guaranteed
by the U.S. Government or its agencies or instrumentalities, and repurchase
agreements relating to such obligations.

NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO - to provide as high a level
of current income that is exempt from federal, New York State and New York City
personal income taxes as is consistent with preservation of capital and
liquidity. It seeks

<PAGE>

to achieve its objective by investing primarily in Municipal Obligations, the
interest on which is exempt from the regular federal income tax and is not an
item of tax preference for purposes of the federal alternative minimum tax
("Tax-Exempt Interest") and is exempt from New York State and New York City
personal income taxes and which meet certain ratings criteria and present
minimal credit risks. The New York Municipal Money Market Portfolio may invest a
significant percentage of its assets in a single issuer, and therefore
investment in this Portfolio may be riskier than an investment in other types of
money market funds.

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 PORTFOLIOS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

An investor may purchase and redeem Shares of any of the Janney Classes
through Janney Montgomery Scott ("JMS"). See "Purchase and Redemption of
Shares."

PNC Institutional Management Corporation ("PIMC") serves as investment
adviser for the Portfolios, PNC Bank National Association ("PNC Bank") serves as
sub-adviser for all Portfolios other than the New York Municipal Money Market
Portfolio, which has no sub-adviser, and serves as custodian for the Fund. PFPC
Inc. ("PFPC") serves as administrator of the Municipal Money Market and New York
Municipal Money Market Portfolios and the transfer and dividend disbursing agent
for the Fund. Counsellors Securities Inc. (the "Distributor") acts as
distributor for the Fund.

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

-2-

<PAGE>

COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
PROSPECTUS December 1, 1997

-3-

<PAGE>

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (JANNEY SHARES)

The Fee Table below contains a summary of the annual operating expenses
of the Janney Classes of the Portfolios based on expenses incurred for the
fiscal year ended August 31, 1997, as a percentage of average daily net assets.
An example based on the summary is also shown.

MUNICIPAL GOVERNMENT NEW YORK
MONEY MONEY OBLIGATIONS MUNICIPAL
MARKET MARKET MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ------------ ------------
Management Fees (after
waivers)(1)................. .22% .04% .30% .02%
12b-1 Fees(1)............... .60 .60 .60 .60
Other Expenses (after
waivers)(1)............... .18 .21 .10 .18
--- ---- ---- ---
Total Fund Operating
Expenses (Janney
Classes) (after
waivers and
reimbursements)(1)........ 1.00% .85% 1.00% .80%
===== ==== ===== =====

(1) Management Fees and 12b-1 Fees are based on average daily net assets and
are calculated daily and paid monthly. Before waivers for the Money Market
Portfolio, Municipal Money Market Portfolio, Government Obligations Money
Market Portfolio and New York Municipal Money Market Portfolio, Management
Fees would be .37%, .33%, .41% and .35%, respectively; Other Expenses would
be .25%, .20%, .22% and .18%, respectively; and Total Fund Operating
Expenses would be 1.22%, 1.13%, 1.23% and 1.13%, respectively.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Money Market*.......................... $10 $32 $55 $122
Municipal Money Market*................ $ 9 $27 $47 $105
Government Obligations Money Market*... $10 $32 $55 $122
New York Municipal Money Market*....... $ 8 $26 $44 $ 99

* Other classes of these Portfolios are sold with different fees and
expenses.

The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses (Janney Classes)" remain the same in the years shown. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Long-term shareholders
may pay more than the economic equivalent of the maximum front-end

-4-

<PAGE>

sales charges permitted by the National Association of Securities Dealers, Inc.

The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Janney Classes of the Fund
will bear directly or indirectly. (For more complete descriptions of the various
costs and expenses, see "Management--Investment Adviser and Sub-Adviser" and
"Distribution of Shares" below.) Expense figures are based on actual costs and
fees charged to each class. The Fee Table reflects a voluntary waiver of
Management Fees for each Portfolio. However, there can be no assurance that any
future waivers of Management Fees will not vary from the figures reflected in
the Fee Table. To the extent that any service providers assume additional
expenses of the Portfolios, such assumption will have the effect of lowering a
Portfolio's overall expense ratio and increasing its yield to investors.

From time to time a 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 a Portfolio refers to the income
generated by an investment in a Portfolio over a seven-day period (which period
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 percentage 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. Each of the Municipal Money
Market Portfolio's and the New York Municipal Money Market Portfolio's
"tax-equivalent yield" may also be quoted from time to time, which shows the
level of taxable yield needed to produce an after-tax equivalent to such
Portfolio's tax-free yield. This is done by increasing the Municipal Money
Market Portfolio's yield (calculated as above) by the amount necessary to
reflect the payment of federal income tax at a stated tax rate and by increasing
the New York Municipal Money Market Portfolio's yield (calculated as above) by
the amount necessary to reflect the payment of federal, New York State and New
York City personal income taxes at stated rates.

The yield of any investment is generally a function of portfolio
quality and maturity, type of investment and operating expenses. The yield on
Shares of any of the Janney Classes will fluctuate and is not necessarily
representative of future results. Any fees charged by JMS directly to their
customers in connection with investments in the Janney Classes are not reflected
in the yields of the Janney Shares, and such fees, if charged, will reduce the
actual return received by shareholders

-5-

<PAGE>

on their investments. The yield on Shares of the Janney Classes 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 of the
classes of that Portfolio. See "Expenses."

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The table below sets forth certain information concerning the
investment results of the Janney Classes representing interests in the Money
Market, Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Portfolios for the periods indicated. The financial data
included in this table for each of the periods ended August 31, 1997, 1996 and
1995 are part of the Fund's financial statements for each of the Portfolios,
which are incorporated by reference into the Statement of Additional Information
and have been audited by Coopers & Lybrand L.L.P., the Fund's independent
accountants. The financial data should be read in conjunction with such
financial statements and notes thereto. Further information about the
performance of the Portfolios is available in the Annual Report to Shareholders.
Both the Annual Report to Shareholders and the Statement of Additional
Information may be obtained free of charge by calling the telephone number on
page 1 of this Prospectus.

-6-

<PAGE>

THE JANNEY MONTGOMERY SCOTT MONEY FUNDS
THE RBB FUND, INC.

MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

FOR THE PERIOD
JUNE 12, 1995
FOR THE FOR THE (COMMENCEMENT OF
YEAR ENDED YEAR ENDED OPERATIONS) TO
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Net asset value, beginning of year..... $ 1.00 $ 1.00 $ 1.00
------ ------ ------
Income from investment operations:
Net investment income................ 0.0459 0.0465 0.0112
------ ------ ------
Total from investment
operations.................. 0.0459 0.0465 0.0112
------ ------ ------
Less distributions
Dividends (from net investment
income)............................ (0.0459) (0.0465) (0.0112)
------ ------ ------
Total distributions........... (0.0459) (0.0465) (0.0112)
------ ------ ------
Net asset value, end of year........... $ 1.00 $ 1.00 $ 1.00
====== ====== ======
Total Return........................... 4.69% 4.76% 5.30%(b)

Ratios/Supplemental Data
Net assets, end of year (000)........ $736,855 $561,865 $443,645
Ratios of expenses to average
net assets......................... 1.00%(a) 1.00%(a) 1.00%(a)(b)
Ratios of net investment income to
average net assets................. 4.59% 4.65% 5.04%(b)

<FN>

(a) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratios of
expenses to average net assets for the Money Market Portfolio would have
been 1.22%, 1.23% and 1.23% for the years ended August 31, 1997 and 1996
and the period ended August 31, 1995, respectively.

(b) Annualized.

</TABLE>

-7-

<PAGE>

THE JANNEY MONTGOMERY SCOTT MONEY FUNDS
THE RBB FUND, INC.

MUNICIPAL MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Total from investment
operations................ 0.0285 0.0278 0.0063
------ ------ ------

Less distributions
Dividends (from net investment
income).......................... (0.0285) (0.0278) (0.0063)
------ ------ ------

Total distributions......... (0.0285) (0.0278) (0.0063)
------ ------ ------

Net asset value, end of year......... $ 1.00 $ 1.00 $ 1.00
====== ====== ======

Total Return......................... 2.89% 2.81% 2.87%(b)

Ratios/Supplemental Data
Net assets, end of year (000)...... $108,826 $89,428 $113,256

Ratios of expenses to average
net assets....................... 0.85%(a) 0.94%(a) 1.00%(a)(b)

Ratios of net investment income to
average net assets............... 2.85% 2.78% 2.83%(b)

<FN>

(a) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratios of
expenses to average net assets for the Municipal Money Market Portfolio
would have been 1.13%, 1.23% and 1.30% for the years ended August 31, 1997
and 1996 and the period ended August 31, 1995, respectively.

(b) Annualized.

</FN>
</TABLE>

-8-

<PAGE>

THE JANNEY MONTGOMERY SCOTT MONEY FUNDS
THE RBB FUND, INC.

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Net asset value, beginning of year.......... $ 1.00 $ 1.00 $ 1.00
------ ------ ------
Income from investment operations:
Net investment income..................... 0.0447 0.0456 0.0109
------ ------ ------
Total from investment
operations....................... 0.0447 0.0456 0.0109
------ ------ ------
Less distributions
Dividends (from net investment
income)................................. (0.0447) (0.0456) (0.0109)
------ ------ ------
Total distributions................ (0.0447) (0.0456) (0.0109)
------ ------ ------
Net asset value, end of year................ $ 1.00 $ 1.00 $ 1.00
====== ====== ======
Total Return................................ 4.56% 4.66% 5.03%(b)

Ratios/Supplemental Data
Net assets, end of year (000)............. $352,950 $306,757 $302,585

Ratios of expenses to average
net assets.............................. 1.00%(a) 1.00%(a) 1.00%(a)(b)

Ratios of net investment income to
average net assets...................... 4.47% 4.56% 4.91%(b)

<FN>

(a) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratios of
expenses to average net assets for the Government Obligations Money Market
Portfolio would have been 1.23%, 1.25% and 1.28% for the years ended August
31, 1997 and 1996 and the period ended August 31, 1995, respectively.

(b) Annualized.

(c) Financial Highlights relate solely to the Janney Class of shares within the
Government Obligations Money Market Portfolio.

</FN>

</TABLE>

-9-

<PAGE>

THE JANNEY MONTGOMERY SCOTT MONEY FUNDS
THE RBB FUND, INC.

NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS (c)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
FOR THE PERIOD
JUNE 9, 1995
FOR THE FOR THE (COMMENCEMENT OF
YEAR ENDED YEAR ENDED OPERATIONS) TO
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995
--------------- --------------- ---------------

Net asset value, beginning of year.......... $ 1.00 $ 1.00 $ 1.00
------ ------ ------
Income from investment operations:
Net investment income..................... 0.0276 0.0262 0.0062
------ ------ ------

Total from investment
operations....................... 0.0276 0.0262 0.0062
------ ------ ------

Less distributions
Dividends (from net investment
income)................................. (0.0276) (0.0262) (0.0062)
------ ------ ------

Total distributions................ (0.0276) (0.0262) (0.0062)
------ ------ ------

Net asset value, end of year................ $ 1.00 $ 1.00 $ 1.00
====== ====== ======
Total Return................................ 2.80% 2.65% 2.72%(b)

Ratios/Supplemental Data
Net assets, end of year (000)............. $30,442 $20,032 $14,671

Ratios of expenses to average
net assets.............................. .80%(a) .93%(a) 1.00%(a)(b)

Ratios of net investment income to
average net assets...................... 2.76% 2.62% 2.68%(b)

<FN>

(a) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratios of
expenses to average net assets for the New York Municipal Money Market
Portfolio would have been 1.13%, 1.25% and 1.28% for the years ended August
31, 1997 and 1996 and the period ended August 31, 1995, respectively.

(b) Annualized.

(c) Financial Highlights relate solely to the Janney Class of shares within the
New York Municipal Money Market Portfolio.

</FN>

</TABLE>

-10-

<PAGE>

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 days or less (exclusive of securities
subject to repurchase agreements). In pursuing its investment objective, the
Money Market Portfolio invests in a diversified portfolio of U.S.
dollar-denominated instruments, such as government, bank and commercial
obligations, that may be available in the money markets ("Money Market
Instruments") and that meet certain ratings criteria and present minimal credit
risks to the Money Market Portfolio. See "Eligible Securities." There is no
assurance that the Portfolio will achieve its investment objective. 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 deposit, bankers' acceptances and time deposits, including U.S.
dollar-denominated 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 foreign 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 in addition to those of domestic
issuers, including higher transaction costs, less complete financial
information, less stringent regulatory requirements and less market liquidity.
The Portfolio may also make interest-bearing savings deposits in commercial and
savings banks in amounts not in excess 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 rating organization ("Rating Organization"). These rating
categories are described in the Appendix to the Statement of Additional
Information. The Portfolio may also purchase 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.

-11-

<PAGE>

counterpart of a U.S. corporation, and in Europaper, which is U.S.
dollar-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 instruments that permit the indebtedness
thereunder to vary and provide for periodic 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 13 months, depending upon the note involved) to
demand payment of the principal of a note. The notes are not typically rated by
credit rating agencies, 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 continuing creditworthiness of issuers of such notes to determine whether
the Portfolio should continue to hold such notes.

-12-

<PAGE>

REVERSE REPURCHASE AGREEMENTS. The Portfolio may enter into reverse
repurchase agreements with respect to portfolio securities. A reverse repurchase
agreement involves a sale by a Portfolio of securities that it holds
concurrently with an agreement by the Portfolio to repurchase them at an agreed
upon time and price. 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 Portfolio is obligated to repurchase. Reverse repurchase
agreements are considered to be borrowings by the Portfolio under the Investment
Company Act of 1940 (the "1940 Act").

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by commitments"
with respect to Municipal Obligations held in its

-13-

<PAGE>

ELIGIBLE SECURITIES. The Portfolio will only purchase "eligible
securities" that present minimal credit risks as determined by the Portfolio's
investment 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 purchase in the two highest rating
categories by one or more Rating Organizations ("Rating Organizations") (e.g.,
commercial paper rated "A-1" or "A-2" by Standard & Poor's Ratings Services
("S&P")), (3) securities that are rated at the time of purchase by the only
Rating Organization rating the security in one of its two highest rating
categories for such securities, and (4) securities that are not rated and are
issued by an issuer that does not have comparable obligations rated by a Rating
Organization ("Unrated Securities"), provided that such securities are
determined to be of comparable quality to eligible rated securities. For a more
complete description of eligible securities, see "Investment Objectives and
Policies" in the Statement of Additional Information.

-14-

<PAGE>

the prices at which they are valued, GICs, 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 limitation. 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.

MUNICIPAL MONEY MARKET PORTFOLIO

The Municipal Money Market Portfolio's investment objective is to
provide as high a level of current interest income exempt from federal income
taxes as is consistent with maintaining liquidity and relative stability of
principal. The Municipal Money Market Portfolio invests substantially all of its
assets in a diversified portfolio of short-term Municipal Obligations, the
interest on which, in the opinion of bond counsel or counsel to the issuer, as
the case may be, is exempt from the regular federal income tax. During periods
of normal market conditions, at least 80% of the net assets of the Municipal
Money Market Portfolio will be invested in Municipal Obligations. Municipal
Obligations include securities the interest on which is Tax- Exempt Interest,
although to the extent the Portfolio invests in certain private activity bonds
issued after August 7, 1986 ("Alternative Minimum Tax Securities"), a portion of
the interest earned by the Portfolio may constitute an item of tax preference
for purposes of the federal alternative minimum tax ("AMT Interest"). There is
no assurance that the investment objective of the Portfolio will be achieved.

-15-

<PAGE>

The two principal classifications of Municipal Obligations are "general
obligation" securities and "revenue" securities. General obligation securities
are secured by the issuer's pledge of its full faith, credit and taxing power
for the payment of principal and interest. Revenue securities are payable only
from the revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special excise tax or other specific
excise tax or other specific revenue source such as the user of the facility
being financed. Revenue securities include private activity bonds which are not
payable from the unrestricted revenues of the issuer. Consequently, the credit
quality of private activity bonds is usually directly related to the credit
standing of the corporate user of the facility involved.

Although the Municipal Money Market Portfolio may invest more than 25%
of its net assets in (i) Municipal Obligations whose issuers are in the same
state, (ii) Municipal Obligations the interest on which is paid solely from
revenues of similar projects, and (iii) private activity bonds bearing
Tax-Exempt Interest, it does not currently intend to do so on a regular basis.
To the extent the Municipal Money Market Portfolio's assets are concentrated in
Municipal Obligations that are payable from the revenues of similar projects or
are issued by issuers located in the same state, the Portfolio will be subject
to the peculiar risks presented by the laws and economic conditions relating to
such states or projects to a greater extent than it would be if its assets were
not so concentrated.

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<PAGE>

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio as described under
"Investment Objectives and Policies- -Money Market Portfolio--Stand-By
Commitments."

ELIGIBLE SECURITIES. The Municipal Money Market Portfolio will only
purchase "eligible securities" that present minimal credit risks as determined
by the Portfolio's investment adviser pursuant to guidelines adopted by the
Board of Directors. For a more complete description of eligible securities, see
"Investment Objectives and Policies--Money Market Portfolio--Eligible
Securities" and "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 securities as described under "Investment Objectives and
Policies--Money Market Portfolio--Illiquid Securities " and "Investment
Objectives and Policies--Illiquid Securities" in the Statement of Additional
Information.

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

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<PAGE>

agencies or instrumentalities, including mortgage-related securities.
Obligations of certain agencies and instrumentalities of the U.S. Government,
such as the Government National Mortgage Association and the Export-Import Bank
of the United States, are supported by the full faith and credit of the U.S.
Treasury; others, such as those of the Federal National Mortgage Association,
are supported by the right of the issuer to borrow from the Treasury; others,
such as those of the Student Loan Marketing Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others, such as those of the Federal Farm Credit Banks or the
Federal Home Loan Mortgage Corporation, are supported only by the credit of the
instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so under law. The Portfolio will
invest in the obligations of such agencies or instrumentalities only when the
investment adviser believes that the credit risk with respect thereto is
minimal. There is no assurance that the investment objective of the Portfolio
will be achieved.

REPURCHASE AGREEMENTS. The Portfolio may agree to purchase government
securities from financial institutions subject to the seller's agreement to
repurchase them at an agreed-upon time and price ("repurchase agreements"). For
a more complete description of repurchase agreements, see "Investment Objectives
and Policies--Money Market Portfolio--Repurchase Agreements."

REVERSE REPURCHASE AGREEMENTS. The Portfolio may borrow funds by
entering into reverse repurchase agreements in accordance with the investment
restrictions described below. The Portfolio would consider entering into reverse
repurchase agreements to avoid otherwise selling securities during unfavorable
market conditions and to meet redemptions. For a more complete description of
reverse repurchase agreements, see "Investment Objectives and Policies--Money
Market Portfolio-- Reverse Repurchase Agreements."

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES. Mortgage- related
securities consist of mortgage loans which are often assembled into pools, the
interests in which are issued and

-18-

<PAGE>

guaranteed by an agency or instrumentality of the U.S. Government, though not
necessarily by the U.S. Government itself. The Fund may also acquire
asset-backed securities as described under "Investment Objectives and
Policies--Money Market Portfolio--Asset-Backed Securities."

LENDING OF SECURITIES. The Portfolio may also lend its portfolio
securities to financial institutions in accordance with the investment
restrictions described below. Such loans would involve risks of delay in
receiving additional collateral in the event the value of the collateral
decreased below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans will be made only to
borrowers deemed by the Portfolio's investment adviser to be of good standing
and only when, in the adviser's judgment, the income to be earned from the loans
justifies the attendant risks. Any loans of the Portfolio's securities will be
fully collateralized and marked to market daily.

ILLIQUID SECURITIES. The Portfolio will not invest more than 10% of its
net assets in illiquid securities as described under "Investment Objectives and
Policies--Money Market Portfolio--Illiquid Securities" and "Investment
Objectives and Policies--Illiquid Securities" in the Statement of Additional
Information.

NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO

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<PAGE>

defensive periods or when acceptable securities are unavailable for investment
by the Fund, at least 65% of the Fund's assets will be invested in New York
Municipal Obligations. There is no assurance that the investment objective of
the New York Municipal Money Market Portfolio will be achieved.

MUNICIPAL OBLIGATIONS. The Portfolio invests in short-term
Municipal Obligations. For a more complete discussion of
Municipal Obligations, see "Investment Objectives and Policies--
Municipal Money Market Portfolio--Municipal Obligations."

WHEN-ISSUED SECURITIES. The Portfolio may also purchase
portfolio securities on a "when-issued" basis as described under
"Investment Objectives and Policies--Money Market Portfolio--
When-Issued Securities."

STAND-BY COMMITMENTS. The Portfolio may acquire "stand-by
commitments" with respect to Municipal Obligations held in its
portfolio such as described under "Investment Objectives and
Policies--Money Market Portfolio--Stand-By Commitments."

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<PAGE>

Taxable securities in which the Portfolio may invest on a short-term basis are
obligations of the U.S. Government, its agencies or instrumentalities, including
repurchase agreements with banks or securities dealers involving such
securities; time deposits maturing in not more than seven days; other debt
securities rated within the two highest ratings assigned by Moody's Investors
Service, Inc. ("Moody's") or S&P; commercial paper rated in the highest grade by
Moody's or S&P; and certificates of deposit issued by United States branches of
United States banks with assets of $1 billion or more. At no time will more than
20% of the Portfolio's total assets be invested in taxable short-term securities
unless the Portfolio's investment adviser has determined to temporarily adopt a
defensive investment policy in the face of an anticipated softening in the
market for Municipal Obligations in general.

ELIGIBLE SECURITIES. The New York Municipal Money Market Portfolio will
only purchase "eligible securities" that present minimal credit risks as
determined by the Portfolio's investment adviser pursuant to guidelines. For a
more complete description of eligible securities, see "Investment Objectives and
Policies-- Money Market Portfolio--Eligible Securities" and "Investment
Objectives and Policies" in the Statement of Additional Information.

Investors should be aware that certain substantial issuers of New York
Municipal Obligations (including issuers whose obligations may be acquired by
the Portfolio) have experienced serious financial difficulties in recent years.
These difficulties have at times jeopardized the credit standing and impaired
the borrowing abilities of all New York issuers and have generally contributed
to higher interest costs for their

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<PAGE>

borrowing and fewer markets for their outstanding debt obligations. In recent
years, several different issues of municipal securities of New York State and
its agencies and instrumentalities and of New York City have been downgraded by
S&P and Moody's. On the other hand, strong demand for New York Municipal
Obligations has more recently had the effect of permitting New York Municipal
Obligations to be issued with yields relatively lower, and after issuance to
trade in the market at prices relatively higher, than comparably rated municipal
obligations issued by other jurisdictions. A recurrence of the financial
difficulties previously experienced by such issuers of New York Municipal
Obligations could result in defaults or declines in the market values of those
issuers' existing obligations and, possibly, in the obligations of other issuers
of New York Municipal Obligations. Although no issuers of New York Municipal
Obligations were as of the date of this Prospectus in default with respect to
the payment of their debt obligations, the occurrence of any such default could
adversely affect the market values and marketability of all New York Municipal
Obligations and consequently, the net asset value of the Portfolio's shares.
Some of the significant financial considerations relating to the Fund's
investments in New York Municipal Obligations are summarized in the Statement of
Additional Information.

ILLIQUID SECURITIES. The Portfolio will not invest more than 10% of its
net assets in illiquid securities as described under "Investment Objectives and
Policies--Money Market Portfolio--Illiquid Securities " and "Investment
Objectives and Policies--Illiquid Securities" in the Statement of Additional
Information.

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<PAGE>

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 a Portfolio's assets at the time of such borrowing; or purchase
portfolio securities while borrowings in excess of 5% of the Portfolio's net
assets are outstanding. (This borrowing provision is not for investment
leverage, but solely to facilitate management of a Portfolio's securities by
enabling the Portfolio to meet redemption requests where the liquidation of
portfolio securities is deemed to be disadvantageous or inconvenient.)

The Money Market and Municipal Money Market Portfolios may
not:

1. Purchase securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
and instrumentalities, 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 a
Portfolio, except that up to 25% of the value of a Portfolio's total
assets may be invested without regard to such 5% limitation.

The Money Market Portfolio may not:

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<PAGE>

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 (as
defined below). "First Tier Securities" include eligible securities
that (i) if rated by more than one Rating Organization, are rated (at
the time of purchase) by two or more Rating Organizations in the
highest rating category for such securities, (ii) if rated by only one
Rating Organization, are rated by such Rating Organization 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
Securities 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 Securities, 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.

The Municipal Money Market Portfolio may not:

The Government Obligations Money Market Portfolio may not:

1. Purchase securities other than U.S. Treasury bills, notes
and other obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, and repurchase agreements relating to
such obligations.

2. Make loans except that the Portfolio may purchase or hold
debt obligations in accordance with its investment

-24-

<PAGE>

objective, policies and limitations, may enter into repurchase
agreements for securities, and may lend portfolio securities against
collateral, consisting of cash or securities which are consistent with
the Portfolio's permitted investments, which is equal at all times to
at least 100% of the value of the securities loaned. There is no
investment restriction on the amount of securities that may be loaned,
except that payments received on such loans, including amounts received
during the loan on account of interest on the securities loaned, may
not (together with all non-qualifying income) exceed 10% of the
Portfolio's annual gross income (without offset for realized capital
gains) unless, in the opinion of counsel to the Fund, such amounts are
qualifying income under federal income tax provisions applicable to
regulated investment companies.

The New York Municipal Money Market Portfolio may not:

PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------
PURCHASE PROCEDURES

GENERAL. Janney Shares are sold without a sales load on a continuous
basis. Investors may purchase Janney Shares through an account maintained by the
investor with JMS ("the Account"). The Fund in its sole discretion may accept or
reject any order for purchases of Janney Shares.

All payments for initial and subsequent investments should be in U.S.
dollars. JMS is responsible for the prompt transmission of the order to the
Fund's transfer agent. Purchases will be effected at the net asset value next
determined after PFPC, the Fund's transfer agent, has received a purchase order
in good order from JMS and the Fund's custodian has Federal

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<PAGE>

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 by JMS. 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. On any Business Day, orders which are accompanied by Federal
Funds and received by PFPC 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 the close of regular trading on the NYSE (generally 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 the close of regular trading on the NYSE on any
Business Day of the Fund, will be executed as of the close of regular trading on
the NYSE 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 the close of regular trading on the NYSE or later,
and orders as to which payment has been converted to Federal Funds as of the
close of regular trading on the NYSE or later on a Business Day will be
processed as of 12:00 noon Eastern Time on the following Business Day.

PURCHASES THROUGH AN ACCOUNT. Purchases of Shares may be effected
through an investor's Account with JMS through procedures established in
connection with the requirements of Accounts at JMS. In such event, beneficial
ownership of Janney Shares will be recorded by JMS and will be reflected in the
Account statements provided by JMS to such investors. JMS may impose minimum
investment Account requirements. Although JMS does not impose a sales charge for
purchases of Janney Shares, depending on the terms of an investor's Account with
JMS, JMS may charge an investor's Account fees for automatic investment and
other services provided to the Account. Information concerning Account
requirements, services and charges should be obtained from JMS, and this
Prospectus should be read in conjunction with any information received from JMS.

JMS may offer investors the ability to purchase Janney Shares under an
automatic purchase program (a "Purchase Program") established by it. An investor
who participates in a Purchase Program will have his "free-credit" cash balances
in his Account with JMS automatically invested in Shares of Janney Class
designated by the investor as the "Primary Janney Class" for his Purchase
Program. The frequency of investments and the minimum investment requirement may
be established by JMS and the Fund. In addition, JMS may require a minimum
amount of cash and/or securities to be deposited in an Account for participants
in its Purchase Program. The description of the particular JMS's Purchase
Program should be read for details, and any inquiries

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<PAGE>

concerning an Account under a Purchase Program should be directed to JMS. A
participant in a Purchase Program may change the designation of the Primary
Janney Class at any time by so instructing JMS.

If JMS makes special arrangements under which orders for Janney Shares
are received by PFPC prior to 12:00 noon Eastern Time, and the JMS guarantees
that payment for such Shares will be made in available Federal Funds to the
Fund's custodian prior to the close of regular trading on the NYSE, on the same
day, such purchase orders 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 received by PFPC.

REDEMPTION PROCEDURES

REDEMPTION OF SHARES IN AN ACCOUNT. An investor who beneficially owns
Janney Shares through an Account may redeem Janney Shares in his Account in
accordance with instructions and limitations pertaining to his Account by
contacting JMS. It is the responsibility of JMS to transmit purchase and
redemption orders to PFPC and credit its investors' accounts with the redemption
proceeds on a timely basis. If such notice is received by PFPC by 12:00 noon
Eastern Time on any Business Day, the redemption 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 business. 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 the close of regular trading on the NYSE on a
Business Day, the redemption will be effective as of the close of regular
trading on the NYSE 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.

JMS will also redeem each day a sufficient number of Shares of the
Primary Janney Class to cover debit balances created by transactions in the
Account or instructions for cash disbursements. Janney Shares will be redeemed
on the same day that a transaction occurs that results in such a debit balance
or charge.

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<PAGE>

JMS reserves the right to waive or modify criteria for participation in
an Account or to terminate participation in an Account for any reason.

REDEMPTION BY CHECK. The Fund provides investors with forms of drafts
("checks") payable through PNC Bank. These checks may be made payable to the
order of anyone. An investor wishing to use this check writing redemption
procedure should complete specimen signature cards (available from PFPC), and
then forward such signature cards to JMS. JMS will then arrange for the checks
to be honored by PNC Bank. Investors who own Janney Shares through an Account
should contact JMS for signature cards. Investors of joint accounts may elect to
have checks honored with a single signature. Check redemptions will be subject
to PNC Bank's rules governing checks. An investor will be able to stop payment
on a check redemption. The Fund or PNC Bank may terminate this redemption
service at any time, and neither shall incur any liability for honoring checks,
for effecting redemptions to pay checks, or for returning checks which have not
been accepted.

ADDITIONAL REDEMPTION INFORMATION. The Fund ordinarily will make
payment for all Shares redeemed within seven days after receipt by PFPC of a
redemption request in proper form. Although the Fund will redeem Shares
purchased by check before the check clears, payment of the redemption proceeds
may be delayed 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. Investors should consider purchasing Shares
using a certified or bank check or money order if they anticipate an immediate
need for redemption proceeds.

The Fund imposes no charge when Shares are redeemed. The Fund reserves
the right to redeem any account in a Janney Class involuntarily, on thirty days'
notice, if such account falls below $500 and during such thirty day notice
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 provided by the rules of the Securities and Exchange Commission.

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<PAGE>

NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value per share of each class of the Portfolios for the
purpose of pricing purchase and redemption orders is determined twice each day,
once as of 12:00 noon Eastern Time and once as of the close of regular trading
on the NYSE on each weekday with the exception of those holidays on which either
the NYSE or the FRB is closed. Currently, the NYSE is closed on weekends and the
customary national business holidays of New Year's Day, Dr. Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day and the preceding Friday or subsequent
Monday when one of these holidays falls on a Saturday or Sunday. The FRB is
currently closed on weekends and the same holidays on which the NYSE is closed
as well as Veterans' Day and Columbus Day. The net asset value per share of each
class is calculated by adding the proportionate interest of each class in the
value of the securities, cash and other assets of the Portfolio, subtracting the
accrued and actual liabilities of the class and dividing the result by the
number of outstanding shares of the class. The net asset value per share of each
class of the Fund is determined independently of any of the Fund's other
classes.

The Fund seeks to maintain for each of the Portfolios a net asset value of
$1.00 per share for purposes of purchases and redemptions and values its
portfolio securities 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.

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
operates or proposes to operate twenty-two investment portfolios. Each of the
Janney Classes represents interests in one of the following portfolios: the
Money Market Portfolio, the Municipal Money Market Portfolio, the Government
Obligations Money Market Portfolio and the New York Municipal Money Market
Portfolio.

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<PAGE>

INVESTMENT ADVISER AND SUB-ADVISER

PIMC, a wholly-owned subsidiary of PNC Bank, serves as the investment
adviser for each of the Portfolios. 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-adviser for each of the Portfolios
other than the New York Municipal Money Market Portfolio, which has no
sub-adviser. PNC Bank and its predecessors have been in the business of managing
the investments of fiduciary and other accounts in the Philadelphia area since
1847. PNC Bank and its subsidiaries currently manage over $38.7 billion of
assets, of which approximately $35.2 billion are mutual funds. PNC Bank, a
national bank whose principal business address is 1600 Market Street,
Philadelphia, Pennsylvania 19103, is a wholly-owned subsidiary of PNC Bancorp,
Inc. PNC Bancorp, Inc. is a bank holding company and a wholly-owned subsidiary
of PNC Bank Corp., a multi-bank holding company.

As investment adviser to the Portfolios, PIMC manages such Portfolios
and is responsible for all purchases and sales of portfolio securities. PIMC
also assists generally in supervising the operations of the Portfolios, and
maintains the Portfolios' financial accounts and records. PNC Bank, as
sub-adviser to all Portfolios other than the New York Municipal Money Market
Portfolio, which has no sub-adviser, provides research and credit analysis and
provides PIMC with certain other services. In entering into Portfolio
transactions for a Portfolio with a broker, PIMC may take into account the sale
by such broker of shares of the Fund, subject to the requirements of best
execution.

PIMC may in its discretion from time to time agree to waive voluntarily
all or any portion of its advisory fee for any Portfolio. For its sub-advisory
services, PNC Bank is entitled

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<PAGE>

to receive from PIMC an amount equal to 75% of the advisory fees paid by the
Fund to PIMC with respect to the Portfolios for which PNC Bank acts as
sub-adviser. Such sub-advisory fees have no effect on the advisory fees payable
by such Portfolio to PIMC. In addition, PIMC may from time to time enter into an
agreement with one of its affiliates pursuant to which it delegates some or all
of its accounting and administrative obligations under its advisory agreements
with the Fund relating to any Portfolio. Any such arrangement would have no
effect on the advisory fees payable by each Portfolio to PIMC.

ADMINISTRATOR

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

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<PAGE>

DISTRIBUTOR

Counsellors Securities Inc. (the "Distributor"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., with a principal business
address at 466 Lexington Avenue, New York, New York, acts as distributor of the
Shares of each of the Janney Classes of the Fund pursuant to a distribution
agreement and various supplements thereto (collectively, the "Distribution
Agreements").

EXPENSES

The expenses of each Portfolio are deducted from the total income of
such Portfolio before dividends are paid. 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. The Janney Classes of
the Fund pay their own distribution fees and may pay a different share than
other classes of the Fund of other expenses (excluding advisory and custodial
fees) if those expenses are actually incurred in a different amount by the
Janney Classes or if they receive different services.

The investment adviser may assume expenses of the Portfolios from time
to time. In certain circumstances, it may assume such expenses on the condition
that it is reimbursed by the Portfolios 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 lowering yield to
investors.

For the Fund's fiscal year ended August 31, 1997, the Fund's total
expenses were 1.22% of the average net assets with respect to the Janney Class
of the Money Market Portfolio (not taking into account waivers and
reimbursements of .22%), were 1.13% of the average net assets with respect to
the Janney Class of the Municipal Money Market Portfolio (not taking into
account waivers and reimbursements of .28%), were 1.23% of the average net
assets with respect to the Janney Class of the Government Obligations Money
Market Portfolio (not taking into account waivers and reimbursements of .23%)
and were 1.14% of the average net assets with respect to the Janney Class of the
New York Municipal Money Market Portfolios (not taking into account waivers and
reimbursements of .34%).

DISTRIBUTION OF SHARES

The Board of Directors of the Fund approved and adopted the
Distribution Agreements and separate Plans of Distribution for each of the
Classes (collectively, the "Plans") pursuant to Rule

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<PAGE>

12b-1 under the 1940 Act. Under each of the Plans, the Distributor is entitled
to receive from the relevant Janney 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 relevant Janney Class. The actual amount of such
compensation is agreed upon from time to time by the Fund's Board of Directors
and the Distributor. Under the Distribution Agreements, the Distributor has
agreed to accept compensation for its services thereunder and under the Plans in
the amount of .60% of the average daily net assets of the relevant Class on an
annualized basis in any year. 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 a Janney Class on any day to the extent necessary
to assure that the fee required to be accrued by such Class does not exceed the
income of such 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 each of the Distribution Agreements and the relevant Plan, the
Distributor may reallocate an amount up to the full fee that it receives to
financial institutions, including Dealers, based upon the aggregate investment
amounts maintained by and services provided to shareholders of any relevant
Class serviced by such financial institutions. The Distributor may also
reimburse Dealers for other expenses incurred in the promotion of the sale of
Fund shares. The Distributor and/or 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 expenses.

Each of the Plans obligates the Fund, during the period it is in
effect, to accrue and pay to the Distributor on behalf of each Janney Class the
fee agreed to under the relevant Distribution Agreement. Payments under the
Plans are not based on expenses actually incurred by the Distributor, and the
payments may exceed distribution expenses actually incurred.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of each of the Portfolios to each
Portfolio's shareholders. All distributions are reinvested in the form of
additional full and fractional Shares of the relevant Janney Class unless a
shareholder elects otherwise.

The net investment income (not including any net short-term capital
gains) earned by each Portfolio will be declared as a dividend on a daily basis
and paid monthly. Dividends are

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<PAGE>

payable to shareholders of record immediately prior to the determination of net
asset value made as of the close of regular trading on the NYSE. Net short-term
capital gains, if any, will be distributed at least annually.

Each Portfolio will elect to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. So long as
a Portfolio qualifies for this tax treatment, it 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 interest dividends" or
that are treated as a return of capital) regardless of whether such
distributions are paid in cash or reinvested in additional shares. None of the
Portfolios intends to make distributions that will be eligible for the corporate
dividends received deduction.

Distributions out of the "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), if any, of any
Portfolio, and out of the portion of such net capital gain that constitutes
mid-term capital gain will be taxed to shareholders as long-term capital gain or
mid-term capital gain, as the case may be, 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 current nominal maximum
marginal rate on ordinary income for individuals, trusts and estates is
generally 39%, while the maximum rate imposed on mid-term or other long-term
capital gain of such taxpayers is 28% and 20%, respectively. Corporate taxpayers
are taxed at the same rates on both ordinary income and capital gains.

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regular federal income tax, are subject to federal alternative minimum tax at a
rate of 28% in the case of individuals, trusts and estates and 20% in the case
of corporate taxpayers. First, tax-exempt interest and "exempt interest
dividends" derived from certain private activity bonds issued after August 7,
1986, will generally constitute an item of tax preference for corporate and
noncorporate taxpayers in determining federal alternative minimum tax liability.
The New York Municipal Money Market Portfolio may invest up to 20% of its net
assets in such private activity bonds and the Municipal Money Market Portfolio
may invest up to 100% of its net assets in such private activity bonds, although
the Municipal Money Market Portfolio does not presently intend to do so.
Secondly, tax-exempt interest and "exempt interest dividends" derived from all
Municipal Obligations must be taken into account by corporate taxpayers in
determining their adjusted current earnings adjustment for federal alternative
minimum tax purposes. Investors should additionally be aware of the possibility
of state and local alternative minimum or minimum income tax liability, in
addition to federal alternative minimum tax. Shareholders who are recipients of
Social Security Act or Railroad Retirement Act benefits should further note that
tax-exempt interest and "exempt interest dividends" derived from all types of
Municipal Obligations will be taken into account in determining the taxability
of their benefit payments. Exempt interest dividends derived from interest on
New York Municipal Obligations will also be exempt from New York State and New
York City personal income (but not corporate franchise) taxes.

The Fund will send written notices to shareholders annually regarding
the tax status of distributions made by each Portfolio. Dividends declared in
October, November or December of any year

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payable to shareholders of record on a specified date in such a month will be
deemed to have been received by the shareholders on December 31, provided such
dividends are paid during January of the following year. Each Portfolio intends
to make sufficient actual or deemed distributions prior to the end of each
calendar year to avoid liability for federal 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.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

The Fund offers multiple classes of shares in each of its Money Market,
Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Portfolios to expand its marketing 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,
which may affect performance. Each class of Common Stock of the Fund has a
separate Rule 12b-1 distribution plan. Under the Distribution Agreements entered
into with the Distributor and pursuant to each of the distribution plans, the
Distributor is entitled to receive from each class as compensation for
distribution services provided to that class a

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distribution fee based on average daily net assets. 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. An investor may contact the Fund's distributor by calling 1-800-888- 9723
to request more information concerning other classes available.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE JANNEY CLASSES OF THE MONEY MARKET,
MUNICIPAL MONEY MARKET, GOVERNMENT OBLIGATIONS MONEY MARKET AND NEW YORK
MUNICIPAL MONEY MARKET PORTFOLIOS AND DESCRIBE ONLY THE INVESTMENT OBJECTIVES
AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO THE JANNEY
CLASSES OF THESE PORTFOLIOS.

The Fund currently does not intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. The law
under certain circumstances provides shareholders with the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent required by law, the Fund will assist in shareholder communication in
such matters.

Holders of shares of each of the Portfolios 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 Additional Information under "Additional Information Concerning
Fund Shares" for examples 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.

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As of November 15, 1997, to the Fund's knowledge, no person held of
record beneficially 25% or more of the outstanding shares of all of the classes
of the Fund.

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 Janney
Montgomery Scott, 1801 Market Street, Philadelphia, PA 19103-1675; toll free
1-800-JANNEYS.

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