RBB FUND INC, 497, 1998-01-05

RBB FUND INC
497, 1998-01-05

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<PAGE>

B E A
INSTITUTIONAL FUNDS

INTERNATIONAL EQUITY FUND

EMERGING MARKETS EQUITY FUND

U.S. CORE EQUITY FUND

BALANCED FUND

U.S. CORE FIXED INCOME FUND

STRATEGIC GLOBAL FIXED INCOME FUND

HIGH YIELD FUND

MUNICIPAL BOND FUND

SHORT DURATION FUND

PROSPECTUS - DECEMBER 8, 1997

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Annual Fund Operating Expenses......................................................................... 2
Financial Highlights................................................................................... 4
The Company............................................................................................ 10
Investment Objectives and Policies..................................................................... 10
Investment Limitations................................................................................. 22
Risk Factors........................................................................................... 22
Management............................................................................................. 24
Expenses............................................................................................... 28
How to Purchase Shares................................................................................. 28
How to Redeem and Exchange Shares...................................................................... 29
Net Asset Value........................................................................................ 31
Dividends and Distributions............................................................................ 31
Taxes.................................................................................................. 31
Multi-Class Structure.................................................................................. 34
Description of Shares.................................................................................. 34
Other Information...................................................................................... 35
</TABLE>

i
<PAGE>
BEA INSTITUTIONAL FUNDS
THE BEA INSTITUTIONAL FUNDS CONSIST OF NINE CLASSES OF COMMON STOCK OF THE RBB
FUND, INC. (THE "COMPANY"), AN OPEN-END MANAGEMENT INVESTMENT COMPANY. SHARES
(COLLECTIVELY, THE "INSTITUTIONAL SHARES" OR "SHARES") OF SUCH CLASSES (THE
"INSTITUTIONAL CLASSES" OR "CLASSES") ARE OFFERED BY THIS PROSPECTUS AND
REPRESENT INTERESTS IN ONE OF THE NINE INVESTMENT PORTFOLIOS OF THE COMPANY
DESCRIBED IN THIS PROSPECTUS (COLLECTIVELY, THE "FUNDS"). THE INVESTMENT
OBJECTIVE OF EACH FUND DESCRIBED IN THIS PROSPECTUS IS AS FOLLOWS:

BEA INTERNATIONAL EQUITY FUND -- seeks to provide long-term
appreciation of capital. The Fund will invest primarily in equity securities
of non-U.S. issuers.

BEA EMERGING MARKETS EQUITY FUND -- seeks to provide long-term
appreciation of capital. The Fund will invest primarily in equity securities
in emerging country markets.

BEA U.S. CORE EQUITY FUND -- seeks to provide long term appreciation
of capital. The Fund will invest primarily in U.S. equity securities.

BEA BALANCED FUND -- seeks to maximize total return consistent with
preservation of capital through both income and capital appreciation.

BEA U.S. CORE FIXED INCOME FUND -- seeks to provide high total return.
The Fund will invest primarily in domestic fixed-income securities
consistent with comparable broad market fixed income indices, such as the
Lehman Brothers Aggregate Bond Index.

BEA HIGH YIELD FUND -- seeks to provide a high total return. The Fund
will invest primarily in high yield fixed income securities issued by
corporations, governments and agencies, both domestic and foreign.

BEA STRATEGIC GLOBAL FIXED INCOME FUND -- seeks to provide high total
return. The Fund will invest primarily in both foreign and domestic fixed
income securities.

BEA MUNICIPAL BOND FUND -- seeks to provide high total return. The
Fund will invest primarily in municipal bonds issued by state and local
authorities.

BEA SHORT DURATION FUND -- seeks to provide investors with as high a
level of current income as is consistent with the preservation of capital.

There can be, of course, no assurance that a Fund's investment objective
will be achieved. Investments in the Funds involve certain risks. See "Risk
Factors."

THE BEA HIGH YIELD FUND MAY INVEST ITS ASSETS WITHOUT LIMITATION IN
SECURITIES WHICH ARE BELOW INVESTMENT-GRADE QUALITY. INVESTMENTS OF THIS TYPE
ARE SUBJECT TO GREATER RISKS, INCLUDING THE RISK OF LOSS OF PRINCIPAL AND
INTEREST, THAN THOSE INVOLVED WITH INVESTMENT-GRADE SECURITIES. PURCHASERS
SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN INVESTMENT IN THIS FUND.
SEE "RISK FACTORS."

BEA Associates ("BEA" or the "Adviser"), a U.S. investment advisory firm,
will act as the investment adviser to each Fund. BEA maintains a global
investment strategy and, as of September 30, 1997, served as adviser for
approximately $34.6 billion of assets.

Generally, the minimum initial investment in the BEA Institutional Funds is
$3,000,000 and the minimum subsequent investment is $100,000.

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 8, 1997, has been filed with the
Securities and Exchange Commission (the "SEC") and is incorporated by reference
in this Prospectus. It may be obtained free of charge by calling (800) 401-2230.
The Prospectus and Statement of Additional Information are also available for
reference, along with related material, on the SEC website (http://www.sec.gov).

Shares of the Funds are not deposits or obligations of or guaranteed or
endorsed by any bank, and shares are not federally insured by the U.S.
Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other governmental agency. Investments in shares of the Funds involve
investment risks, including the possible loss of principal.

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 8, 1997
<PAGE>
ANNUAL FUND OPERATING EXPENSES

(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)(1)

<TABLE>
<CAPTION>
BEA BEA
BEA EMERGING U.S. CORE
INTERNATIONAL MARKETS BEA U.S. BEA FIXED
EQUITY EQUITY CORE EQUITY BALANCED INCOME
FUND FUND FUND FUND FUND
------------- -------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Management Fees (after waivers)(2)................ .80% .98% .71% .50% .25%
Other Expenses (after waivers)(2)................. .36% .51% .29% .40% .25%
--- --- --- --- ---
Total Fund Operating Expenses (after
waivers)(2)...................................... 1.16% 1.49% 1.00% .90% .50%
--- --- --- --- ---
--- --- --- --- ---
</TABLE>

<TABLE>
<CAPTION>
BEA
STRATEGIC BEA BEA
GLOBAL FIXED HIGH BEA SHORT
INCOME YIELD MUNICIPAL DURATION
FUND FUND BOND FUND FUND
------------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Management Fees (after waivers)(2)................ .43% .44% .47% .15%
Other Expenses (after waivers)(2)................. .32% .26% .53% .40%
--- --- --- ---
Total Fund Operating Expenses (after waivers)(2).. .75% .70% 1.00% .55%
--- --- --- ---
--- --- --- ---
</TABLE>

- ------------------------
(1) The annual operating expenses for the Funds are based on actual expenses
incurred for the fiscal year ended August 31, 1997 (except for the BEA Short
Duration and Balanced Funds). The expenses of the BEA Short Duration and
Balanced Funds are based on expenses expected to be incurred in the current
fiscal period.

(2) Before expense waivers and expense reimbursements, Management Fees would be
.80%, 1.00%, .75%, .60%, .375%, .50%, .70%, .70% and .15% for the BEA
International Equity, the BEA Emerging Markets Equity, the BEA U.S. Core
Equity, the BEA Balanced, the BEA U.S. Core Fixed Income, the BEA Strategic
Global Fixed Income, the BEA High Yield, the BEA Municipal Bond and the BEA
Short Duration Funds, respectively. Other Expenses would be .45%, .63%,
.43%, .54%, .405%, .48%, .43%, .67% and .45% for the BEA International
Equity, the BEA Emerging Markets Equity, the BEA U.S. Core Equity, the BEA
Balanced Fund, the BEA U.S. Core Fixed Income, the BEA Strategic Global
Fixed Income, the BEA High Yield, the BEA Municipal Bond and the BEA Short
Duration Funds, respectively and Total Fund Operating Expenses would be
1.25%, 1.63%, 1.18%, 1.14%, .78%, .98%, 1.13%, 1.37% and .60% for the BEA
International Equity, the BEA Emerging Markets Equity, the BEA U.S. Core
Equity, the BEA Balanced, the BEA U.S. Core Fixed Income, the BEA Strategic
Global Fixed Income, the BEA High Yield, the BEA Municipal Bond and the BEA
Short Duration Funds, respectively.

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

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
------ ------ ------- -------
<S> <C> <C> <C> <C>
BEA International Equity Fund......................................... $12 $37 $64 $141
BEA Emerging Markets Equity Fund...................................... $15 $47 $81 $178
BEA U.S. Core Equity Fund............................................. $10 $32 $55 $122
BEA Balanced Fund..................................................... $ 9 $29 N/A N/A
BEA U.S. Core Fixed Income Fund....................................... $ 5 $16 $28 $ 63
BEA Strategic Global Fixed Income Fund................................ $ 8 $24 $42 $ 93
BEA High Yield Fund................................................... $ 7 $22 $39 $ 87
BEA Municipal Bond Fund............................................... $10 $32 $55 $122
BEA Short Duration Fund............................................... $ 6 $18 N/A N/A
</TABLE>

- ------------------------
The Example in this 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.

This fee table is designed to assist an investor in understanding the various
costs and expenses that an investor in each of the Funds will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" below.) The expense figures in the fee table are based upon
fees and costs incurred by the Funds (except the BEA Short Duration and Balanced
Funds) during the fiscal year ended August 31, 1997. The expenses of the BEA
Short Duration and Balanced Funds are based on expenses expected to be incurred
by those Funds in the current fiscal period if the Funds offer shares to the
public. Actual expenses may be greater or less than such costs and fees of the
Institutional Shares set forth above. This fee table reflects voluntary waivers
of Management and/or Administration Fees for the BEA International Equity, the
BEA Emerging Markets Equity, the BEA U.S. Core Equity, the BEA Balanced, the BEA
U.S. Core Fixed Income, the BEA Strategic Global Fixed Income, the BEA High
Yield, the BEA Municipal Bond Fund and the BEA Short Duration Funds,
respectively. The Adviser and Administrator are under no obligation with respect
to such fee waivers, however, and there can be no assurance that any future
waivers of Management and Administration Fees (if any) will not vary from the
figures reflected in this fee table. To the extent any service providers assume
additional expenses of any Fund, such assumption of additional expenses will
have the effect of lowering a Fund's overall expense ratio and increasing its
return to investors.

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

3
<PAGE>
FINANCIAL HIGHLIGHTS
The tables below set forth certain information concerning the investment results
of the BEA Institutional Classes representing interests in the BEA International
Equity, the BEA Emerging Markets Equity, the BEA U.S. Core Equity, the BEA High
Yield, the BEA U.S. Core Fixed Income, the BEA Strategic Global Fixed Income,
and the BEA Municipal Bond Funds for each of the periods indicated. The
financial data included in this table for each of the periods ended August 31,
1997, 1996, 1995, 1994 and 1993 are a part of the Company's Financial Statements
for each of the above Funds which have been audited by Coopers & Lybrand L.L.P.,
the Company's independent accountants. The financial data included in this table
should be read in conjunction with the financial statements and related notes.
Financial Highlights are not available for the BEA Institutional Classes
representing interests in the BEA Balanced Fund and the BEA Short Duration Fund
because, as of the date of this Prospectus, these Funds had no operating
history. Further information about the performance of the Funds 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 BEA
Institutional Funds free of charge by calling (800) 401-2230.
BEA INSTITUTIONAL FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA INTERNATIONAL EQUITY FUND
-----------------------------------------------------------------------------
FOR THE
PERIOD
FOR THE FOR THE FOR THE FOR THE OCTOBER 1,
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 1992* TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period............................ $ 19.41 $ 18.24 $ 20.73 $ 18.73 $ 15.00
------------- ------------- ------------- ------------- -------------
Income from investment operations
Net investment income.......... 0.18 0.19 0.06 0.05 0.04
Net realized and unrealized
gains (losses) on securities
and foreign currency
transactions.................. 2.89 1.05 (1.75) 2.60 3.69
------------- ------------- ------------- ------------- -------------
Total from investment
operations.................... 3.07 1.24 (1.69) 2.65 3.73
------------- ------------- ------------- ------------- -------------
Less Dividends and Distributions
Dividends from net investment
income........................ (0.26) (0.07) -- (0.05) --
Distributions from capital
gains......................... -- -- (0.80) (0.60) --
------------- ------------- ------------- ------------- -------------
Total Dividends and
Distributions................. (0.26) (0.07) (0.80) (0.65) --
------------- ------------- ------------- ------------- -------------
Net asset value, end of
period........................ $ 22.22 $ 19.41 $ 18.24 $ 20.73 $ 18.73
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Total return....................... 15.93% 6.81%(d) (8.06)%(d) 14.23%(d) 24.87%(c)(d)
Ratio/Supplementa1 Data
Net assets, end of period
(000's omitted)............... $ 568,510 $ 682,271 $ 773,255 $ 767,190 $ 268,404
Ratio of expenses to average
net assets.................... 1.16%(a) 1.19%(a) 1.25%(a) 1.25%(a) 1.25%(a)(b)
Ratio of net investment income
to average net assets......... 0.71% 0.84% 0.35% 0.33% 0.41%(b)
Portfolio turnover rate........ 126% 86% 78% 104% 106%(c)
Average commission rate(e)..... $ 0.0039 $ 0.0007 N/A N/A N/A
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees, the
ratios of expenses to average net assets for the BEA International Equity
Fund would have been 1.25%, 1.22%, 1.26% and 1.30% for the years ended
August 31, 1997, 1996, 1995 and 1994, respectively and 1.46% annualized for
the period ended August 31, 1993.
(b) Annualized.
(c) Not annualized.
(d) Redemption fees not reflected in total return.
(e) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.
* Commencement of operations.

4
<PAGE>
BEA INSTITUTIONAL FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA EMERGING MARKETS EQUITY FUND
-----------------------------------------------------------------------------
FOR THE
PERIOD
FOR THE FOR THE FOR THE FOR THE FEBRUARY 1,
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 1993* TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period............................ $ 18.20 $ 17.67 $ 24.58 $ 18.38 $ 15.00
------------- ------------- ------------- ------------- -------------
Income from investment
operations
Net investment income (loss)... 0.21 0.10 0.02 (0.03) 0.02
Net realized and unrealized
gains (losses) on securities
and foreign currency
transactions.................. 1.30 0.48 (5.94) 6.64 3.36
------------- ------------- ------------- ------------- -------------
Total from investment
operations.................... 1.51 0.58 (5.92) 6.61 3.38
------------- ------------- ------------- ------------- -------------
Less Dividends and
Distributions
Dividends from net
investment income............. (0.07) (0.05) (0.07) (0.09) --
Distributions from capital
gains......................... -- 0.00 (0.92) (0.32) --
------------- ------------- ------------- ------------- -------------
Total Dividends and
Distributions................. (0.07) (0.05) (0.99) (0.41) --
------------- ------------- ------------- ------------- -------------
Net asset value, end of
period........................ $ 19.64 $ 18.20 $ 17.67 $ 24.58 $ 18.38
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Total return....................... 8.31% 3.33%(d) (24.42)%(d) 35.99%(d) 22.53%(c)(d)
Ratio/Supplemental Data
Net assets, end of period
(000's omitted)............... $ 83,012 $ 114,691 $ 128,323 $ 140,675 $ 21,988
Ratio of expenses to
average net assets............ 1.49%(a) 1.49%(a) 1.50%(a) 1.50%(a) 1.50%(a)(b)
Ratio of net investment
income (loss) to average net
assets........................ 0.99% 0.63% 0.02% (0.02)% 0.28%(b)
Portfolio turnover rate........ 147% 79% 79% 54% 38%(c)
Average commission rate(e)..... $ 0.0004 $ 0.0005 N/A N/A N/A
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees and
without the reimbursement of operating expenses , the ratios of expenses to
average net assets for the BEA Emerging Markets Equity Fund would have been
1.63%, 1.62%, 1.61%, and 2.01% for the years ended August 31, 1997, 1996,
1995, and 1994, respectively and 3.23% annualized for the period ended
August 31, 1993.
(b) Annualized.
(c) Not annualized.
(d) Redemption fees not reflected in total return.
(e) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.
* Commencement of operations.

5
<PAGE>
BEA INSTITUTIONAL FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA U.S. CORE EQUITY FUND BEA U.S. CORE FIXED INCOME FUND
--------------------------------- ---------------------------------------------
FOR THE FOR THE
FOR THE FOR THE PERIOD FOR THE FOR THE FOR THE PERIOD
YEAR YEAR SEPTEMBER YEAR YEAR YEAR APRIL 1,
ENDED ENDED 1, 1994* ENDED ENDED ENDED 1994*
AUGUST AUGUST TO AUGUST AUGUST AUGUST AUGUST TO AUGUST
31, 31, 31, 31, 31, 31, 31,
1997 1996 1995 1997 1996 1995 1994
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period....................... $ 19.05 $ 17.86 $ 15.00 $ 15.06 $ 15.42 $ 14.77 $ 15.00
--------- --------- --------- --------- --------- --------- ---------
Income from investment
operations
Net investment income..... 0.14 0.20 0.22 0.92 0.95 0.88 0.42
Net realized and
unrealized gains (losses)
on securities and foreign
currency transactions.... 6.82 2.81 2.72 0.76 (0.16) 0.61 (0.40)
--------- --------- --------- --------- --------- --------- ---------
Total from investment
operations............... 6.96 3.01 2.94 1.68 0.79 1.49 0.02
--------- --------- --------- --------- --------- --------- ---------
Less Dividends and
Distributions
Dividends from net
investment income........ (0.20) (0.21) (0.08) (0.97) (0.93) (0.84) (0.25)
Distributions from capital
gains.................... (1.41) (1.61) -- (0.12) (0.22) -- --
--------- --------- --------- --------- --------- --------- ---------
Total Dividends and
Distributions............ (1.61) (1.82) (0.08) (1.09) (1.15) (0.84) (0.25)
--------- --------- --------- --------- --------- --------- ---------
Net asset value, end of
period................... $ 24.40 $ 19.05 $ 17.86 $ 15.65 $ 15.06 $ 15.42 $ 14.77
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Total return.................. 38.32% 17.59% 19.75% 11.53% 5.23%(c) 10.60% 0.17%(c)
Ratio/Supplemental Data
Net assets, end of period
(000's omitted).......... $ 86,182 $ 59,015 $ 31,644 $177,219 $118,596 $ 99,250 $ 30,016
Ratio of expenses to
average net assets....... 1.00%(a) 1.00%(a) 1.00%(a) 0.50%(a) 0.50%(a) 0.50%(a) 0.50%(a)(b)
Ratio of net investment
income to average net
assets................... 0.67% 1.25% 1.59% 6.31% 6.43% 6.47% 6.04%(b)
Portfolio turnover rate... 93% 127% 123% 372% 201% 304% 186%(c)
Average commission
rate(d).................. $ 0.0592 $ 0.0614 N/A N/A N/A N/A N/A
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees, the
ratios of expenses to average net assets for the BEA U.S. Core Equity Fund
Institutional Class would have been 1.18% and 1.34% for the years ended
August 31, 1997 and 1996, respectively, and 1.51% annualized for the period
ended August 31, 1995. Without the voluntary waiver of advisory fees and
administration fees, the ratios of expenses to average net assets for the
BEA U.S. Core Fixed Income Fund Institutional Class would have been .78%,
.78% and .84% for the years ended August 31, 1997, 1996 and 1995,
respectively, and .99% annualized for the period ended August 31, 1994.

(b) Annualized.

(d) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.

* Commencement of operations.

6
<PAGE>
BEA INSTITUTIONAL FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA STRATEGIC GLOBAL FIXED INCOME FUND
-----------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE PERIOD
YEAR ENDED YEAR ENDED YEAR ENDED JUNE 28, 1994* TO
AUGUST 31, 1997 AUGUST 31, 1996 AUGUST 31, 1995 AUGUST 31, 1994
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net asset value, beginning of
period............................ $ 15.75 $ 15.67 $ 15.00 $ 15.00
------- ------- ------- -------
Income from investment operations
Net investment income.......... 0.85 0.87 1.06 0.15
Net realized and unrealized
gains (losses) on securities
and foreign currency
transactions.................. (0.16) 0.58 0.49 (0.15)
------- ------- ------- -------
Total from investment
operations.................... 0.69 1.45 1.55 --
------- ------- ------- -------
Less Dividends and Distributions
Dividends from net investment
income........................ (0.71) (1.22) (0.88) --
Distributions from capital
gains......................... (0.32) (0.15) -- --
------- ------- ------- -------
Total Dividends and
Distributions................. (1.03) (1.37) (0.88) --
------- ------- ------- -------
Net asset value, end of
period........................ $ 15.41 $ 15.75 $ 15.67 $ 15.00
------- ------- ------- -------
------- ------- ------- -------
Total return....................... 4.48% 9.65% 10.72% 0.00%(c)
Ratio/Supplemental Data
Net assets, end of period
(000's omitted)............... $ 44,285 $ 38,348 $ 19,565 $ 6,300
Ratio of expenses to average
net assets.................... 0.75%(a) 0.75%(a) 0.75%(a) 0.75%(a)(b)
Ratio of net investment income
(loss) to average net
assets........................ 5.31% 7.37% 7.26% 5.64%(b)
Portfolio turnover rate........ 98% 87% 91% 0%(c)
</TABLE>

(b) Annualized.

* Commencement of operations.

7
<PAGE>
BEA INSTITUTIONAL FUNDS OF
THE RBB FUND, INC.
Financial Highlights
(For a Share Outstanding Throughout each Period)

<TABLE>
<CAPTION>
BEA HIGH YIELD FUND
---------------------------------------------------------------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE PERIOD
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED MARCH 31, 1993*
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, TO
1997 1996 1995 1994 AUGUST 31, 1993
------------- ------------- ------------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period............................ $ 16.09 $ 15.72 $ 15.94 $ 16.94 $ 15.00
------------- ------------- ------------- ------------- --------
Income from investment operations
Net investment income.......... 1.37 1.47 1.42 1.20 0.52
Net realized and unrealized
gains (losses) on securities
and foreign currency
transactions.................. 0.96 0.40 (0.30) (0.77) 1.42
------------- ------------- ------------- ------------- --------
Total from investment
operations.................... 2.33 1.87 1.12 0.43 1.94
------------- ------------- ------------- ------------- --------
Less Dividends and Distributions
Dividends from net investment
income........................ (1.34) (1.50) (1.34) (1.43) --
Distributions from capital
gains......................... -- -- -- -- --
------------- ------------- ------------- ------------- --------
Total Dividends and
Distributions................. (1.34) (1.50) (1.34) (1.43) --
------------- ------------- ------------- ------------- --------
Net asset value, end of
period........................ $ 17.08 $ 16.09 $ 15.72 $ 15.94 $ 16.94
------------- ------------- ------------- ------------- --------
------------- ------------- ------------- ------------- --------
Total return....................... 15.17% 12.42% 7.79%(d) 2.24%(d) 12.93%(c)(d)
Ratio/Supplemental Data
Net assets, end of period
(000's omitted)............... $ 92,630 $ 75,849 $ 153,621 $ 143,517 $ 98,357
Ratio of expenses to average
net assets.................... 0.70%(a) 0.88%(a) 1.00%(a) 1.00%(a) 1.00%(a)(b)
Ratio of net investment income
(loss) to average net
assets........................ 8.44% 8.92% 9.37% 7.73% 7.56%(b)
Portfolio turnover rate........ 84% 143% 70% 121% 72%(c)
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees, the
ratios of expenses to average net assets for the BEA High Yield Fund would
have been 1.13%, 1.11%, 1.08%, and 1.13% annualized for the years ended
August 31, 1997, 1996, 1995 and 1994, respectively, and 1.17% annualized for
the period ended August 31, 1993.

(b) Annualized.

(d) Redemption fees not reflected in total return.

* Commencement of operations.

8
<PAGE>
BEA INSTITUTIONAL FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA MUNICIPAL BOND FUND
-----------------------------------------------------
FOR THE
PERIOD
FOR THE FOR THE FOR THE JUNE 20,
YEAR ENDED YEAR ENDED YEAR ENDED 1994* TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1997 1996 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net asset value, beginning of
period............................ $ 14.65 $ 15.46 $ 15.06 $ 15.00
----------- ----------- ----------- -----------
Income from investment operations
Net investment income.......... 0.72 0.73 0.71 0.09
Net realized and unrealized
gains (losses) on securities
and foreign currency
transactions.................. 0.65 (0.37) 0.50 (0.03)
----------- ----------- ----------- -----------
Total from investment
operations.................... 1.37 0.36 1.21 0.06
----------- ----------- ----------- -----------
Less Dividends and Distributions
Dividends from net investment
income........................ (0.72) (0.74) (0.76) --
Distributions from capital
gains......................... (0.46) (0.43) (0.05) --
----------- ----------- ----------- -----------
Total Dividends and
Distributions................. (1.18) (1.17) (0.81) --
----------- ----------- ----------- -----------
Net asset value, end of
period........................ $ 14.84 $ 14.65 $ 15.46 $ 15.06
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Total return....................... 9.74% 2.27% 8.42% 0.40%(c)
Ratio/Supplemental Data
Net assets, end of period
(000's omitted)............... $ 19,810 $ 19,581 $ 48,978 $ 42,310
Ratio of expenses to average
net assets.................... 1.00%(a) 1.00%(a) 1.00%(a) 1.00%(a)(b)
Ratio of net investment income
(loss) to average net
assets........................ 4.88% 4.62% 4.76% 3.27%(b)
Portfolio turnover rate........ 43% 34% 25% 9%(c)
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees, the
ratios of expenses to average net assets for the BEA Municipal Bond Fund
would have been 1.37%, 1.42% and 1.19% for the years ended August 31, 1997,
1996 and 1995, respectively, and 1.34% annualized for the period ended
August 31, 1994.

(b) Annualized.

* Commencement of operations.

9
<PAGE>

BEA INSTITUTIONAL FUNDS

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

THE COMPANY

The Company is an open-end management investment company that currently operates
or proposes to operate twenty-two separate investment portfolios. Each of the
BEA Institutional Funds represents an interest in a separate portfolio. Each
Fund is non-diversified. The Company was incorporated in Maryland on February
29, 1988.

The Funds are designed primarily for investors seeking investment of funds held
in an institutional, fiduciary, advisory, agency, custodial or other similar
capacity, which may include the investment of funds held or managed by broker-
dealers, investment counselors, insurance companies, employee benefit plans,
colleges, churches, charities, corporations and other institutions. Shares are
currently available for purchase by investors who have entered into an
investment management agreement with BEA or its affiliates. In addition, Shares
may be purchased directly by certain individuals described in "How to Purchase
Shares." Institutional investors such as those listed above may purchase Shares
for discretionary or nondiscretionary accounts maintained by individuals.
- ----------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of each Fund may not be changed without the affirmative
vote of a majority of the Fund's outstanding shares (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")). As with other
mutual funds, there can be no assurance that any Fund will achieve its
investment objective. Because of their different investment emphases, each Fund
should be considered as a specialized investment portfolio and not as a balanced
investment program by itself. The Statement of Additional Information contains a
more detailed description of the various investments and investment techniques
used by the Funds.

BEA INTERNATIONAL EQUITY FUND

The BEA International Equity Fund's investment objective is to seek long-term
appreciation of capital by investing primarily in equity securities of non-U.S.
issuers. The Fund defines equity securities of non-U.S. issuers as securities of
issuers whose principal activities are outside the United States. The Fund
expects that its investments will be concentrated in, but not limited to,
Argentina, Australia, Austria, Brazil, Canada, Chile, Colombia, Denmark,
Finland, France, Germany, Greece, Hungary, Israel, Italy, Japan, Malaysia,
Mexico, The Netherlands, New Zealand, Norway, Portugal, Singapore, South Africa,
South Korea, Spain, Sweden, Switzerland, Thailand, the United Kingdom and
Venezuela. The Fund may invest in securities of issuers in Emerging Markets, as
defined below under "Investment Objectives and Policies -- BEA Emerging Markets
Equity Fund," but does not expect to invest more than 40% of its total assets in
securities of issuers in Emerging Markets. The Fund will invest in securities of
issuers from at least three countries outside the United States.

10
<PAGE>
stock); bonds, notes and debentures convertible into common or preferred stock;
stock purchase warrants and rights; equity interests in trusts and partnerships;
and depositary receipts of companies.

The Fund may invest up to 20% of its total assets in debt securities issued by
U.S. or foreign governments or corporations, although it does not currently
intend to invest more than 5% of its net assets in debt securities. The Fund has
no limitation on the maturity or the credit quality of the debt securities in
which it invests, which may include lower-rated debt securities. See "Risk
Factors -- Lower-Rated Securities."

BEA EMERGING MARKETS EQUITY FUND

The BEA Emerging Markets Equity Fund's investment objective is to seek long-term
appreciation of capital by investing primarily in equity securities of issuers
in "Emerging Markets." As used in this Prospectus, an Emerging Market is any
country which is generally considered to be an emerging or developing country by
the World Bank and the International Finance Corporation, as well as countries
that are classified by the United Nations as emerging or developing, at the time
of the Fund's investment. The countries that will not be considered Emerging
Markets include: Australia, Austria, Belgium, Canada, Denmark, Finland, France,
Germany, Ireland, Italy, Japan, Luxembourg, the Netherlands, New Zealand,
Norway, Portugal, Spain, Switzerland, the United Kingdom and the United States.
Under normal market conditions, the Fund will invest a minimum of 80% of its
total assets in equity securities of issuers in Emerging Markets. The Fund will
not necessarily seek to diversify investments on a geographical basis or on the
basis of the level of economic development of any particular country. The Fund
will at all times, except during defensive periods, maintain investments in at
least three Emerging Market countries.

An equity security of an issuer in an Emerging Market is defined as common stock
and preferred stock (including convertible preferred stock); bonds, notes and
debentures convertible into common or preferred stock; stock purchase warrants
and rights; equity interests in trusts and partnerships; and depositary receipts
of companies: (i) the principal securities trading market for which is in an
Emerging Market; (ii) whose principal trading market is in any country, provided
that, alone or on a consolidated basis, they derive 50% or more of their annual
revenue from either goods produced, sales made or services performed in Emerging
Markets; or (iii) that are organized under the laws of, and with a principal
office in, an Emerging Market. Determinations as to eligibility will be made by
BEA based on publicly available information and inquiries made to the companies.

To the extent that the Fund's assets are not invested as described above, the
remainder of the assets may be invested in government or corporate debt
securities of Emerging Market or developed countries, although the Fund does not
presently intend to invest more than 5% of its net assets in debt securities.
Debt securities may include lower-rated debt securities. See "Risk Factors --
Lower-Rated Securities."

BEA U.S. CORE EQUITY FUND
The BEA U.S. Core Equity Fund will seek to provide long-term appreciation of
capital by investing primarily in U.S. equity securities. Under normal market
conditions, the BEA U.S. Core Equity Fund will invest 65% of the value of its
total assets in U.S. equity securities.

11
<PAGE>
Equity securities include common stocks, preferred stocks, and securities which
are convertible into common stock and readily marketable securities, such as
rights and warrants, which derive their value from common stock. The BEA U.S.
Core Equity Fund may also purchase without limitation dollar-denominated
American Depository Receipts ("ADRs") of foreign issuers and similar securities.
For defensive purposes, the BEA U.S. Core Equity Fund may invest in fixed income
securities and in money market instruments.

The BEA U.S. Core Equity Fund normally will not emphasize dividend or interest
income in choosing securities, unless BEA believes the income will contribute to
the securities' appreciation potential.

BEA BALANCED FUND

The BEA Balanced Fund's investment objective is to maximize total return
consistent with preservation of capital through both income and capital
appreciation.

The Fund will invest in domestic equity and debt securities and cash equivalent
instruments. The proportion of the Fund's assets to be invested in each type of
security will vary from time to time in accordance with BEA's assessment of
economic conditions and investment opportunities. The asset allocation strategy
is based on the premise that, from time to time, certain asset classes are more
attractive short-term investments than others. Timely shifts among equity
securities, debt securities and cash equivalent instruments, as determined by
their relative valuation, should produce superior investment returns over the
long term. In general, the Fund will not attempt to predict short-term market
movements or interest rate changes, focusing instead upon a longer-term outlook.
BEA anticipates that under normal market conditions between 35% and 65% of the
Fund's total assets will be invested in equity securities and between 35% and
65% will be invested in debt securities.

The Fund will be managed by teams of BEA managers, each dedicated to managing a
portion of the Fund's assets. The BEA Domestic Equity Management Team will
manage the Equity portion of the Fund, which will invest primarily in common
stocks, preferred stocks, securities which are convertible into common stocks,
and rights and warrants which derive their value from common stocks. The BEA
Fixed Income Management Team will manage the Fixed Income portion of the Fund,
which will invest primarily in domestic fixed-income securities including,
without limitation, bonds, debentures, notes, equipment leases and trust
certificates, mortgage-related securities, and obligations issued or guaranteed
by the U.S. Government or its agencies or instrumentalities, or by states or
municipalities. Under normal market conditions, the Fund will seek to maintain
an average weighted quality of its debt and convertible securities comparable to
the AA rating of Standard & Poor's Ratings Service ("S&P"). Subject to this
condition, the Fund may invest in lower-rated debt securities. See "Risk Factors
- -- Lower-Rated Securities." For more information on the Management Teams, see
"Management -- Investment Adviser."

Under normal market conditions, at least 35% of the Fund's total assets will be
invested in fixed-income securities and at least 35% will be invested in equity
securities. The actual percentage of assets invested in equity and fixed-income
securities will vary from time to time in accordance with BEA's analysis of
economic conditions and the underlying values of securities.

12
<PAGE>
BEA U.S. CORE FIXED INCOME FUND

The BEA U.S. Core Fixed Income Fund will seek to provide high total return by
investing at least 65% of the value of its total assets in domestic fixed income
securities consistent with comparable broad market fixed-income indices. Debt
securities may include, without limitation, bonds, debentures, notes, equipment
lease and trust certificates, mortgage-related securities, and obligations
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. The BEA U.S. Core Fixed Income Fund may invest up to 35% of
the value of its total assets in debt securities of foreign issuers including
emerging market debt. With respect to 35% of the Fund's total assets, the Fund
may also invest in other securities including but not limited to equity and
equity-related securities. Under normal market conditions, the Fund will seek to
maintain an average dollar-weighted credit rating comparable to the "AA" rating
of S&P. Subject to this condition, however, the Fund may invest in lower-rated
debt securities. See "Risk Factors -- Lower-Rated Securities." The Adviser
estimates that the average weighted maturity of the Fund will range between 5
and 15 years.

Depending upon prevailing market conditions, the BEA U.S. Core Fixed Income Fund
may purchase debt securities at a discount from face value, which produces a
yield greater than the coupon rate. Conversely, if debt securities are purchased
at a premium over face value, the yield will be lower than the coupon rate. An
increase in interest rates will generally reduce the value of the fixed income
investments in the Fund and a decline in interest rates will generally increase
the value of those investments.

BEA STRATEGIC GLOBAL FIXED INCOME FUND

The BEA Strategic Global Fixed Income Fund will seek to provide high total
return by investing 65% of the value of its total assets in fixed income
securities issued by foreign and domestic corporations, governments and agen-
cies. Under normal market conditions, the Fund will seek to maintain an average
weighted quality comparable to the four highest bond ratings of S&P (i.e., BBB
or better, commonly referred to as "investment grade"). The Fund may invest in
fixed-income securities which may have equity characteristics, such as
convertible bonds. The BEA Strategic Global Fixed Income Fund will not limit its
investments in securities rated below investment grade by recognized rating
agencies or in comparable unrated securities. The portion of the Fund's assets
invested in various countries will vary from time to time depending on BEA's
assessment of market opportunities. There is no limit on investments in any
region, country or currency, although the BEA Strategic Global Fixed Income Fund
will normally invest in at least three different countries.

In addition to fixed income securities issued by foreign and domestic
corporations, the BEA Strategic Global Fixed Income Fund may also invest in
foreign government securities ("sovereign bonds"), U.S. Government securities
including government agencies' securities, debt obligations of supranational
entities, Brady Bonds, loan participations and assignments, convertible
securities, mortgage-backed securities, asset-backed securities, zero-coupon
securities, when-issued securities, repurchase and reverse repurchase agreements
and dollar rolls, and the BEA Strategic Global Fixed Income Fund may lend
portfolio securities to broker-dealers or institutional investors. For defensive
purposes the Fund may invest up to 100% of its assets in U.S. Government
securities, including government agencies' securities and Temporary Investments.
See "Common Investment Policies -- All Funds" and "Common Investment Objectives

13
<PAGE>
and Policies" in the Statement of Additional Information for a discussion of
these and other investment policies and strategies.

BEA HIGH YIELD FUND

The BEA High Yield Fund seeks to provide high total return by investing
primarily in high yield fixed-income securities issued by corporations,
governments and agencies, both U.S. and foreign. Under normal market conditions,
the Fund will invest a minimum of 65% of its total assets in such high yield
fixed-income securities, with the remainder invested in fixed-income securities
which may have equity characteristics, such as convertible bonds. The Fund may
also invest in equity securities such as warrant and options. The Fund is not
limited in the extent to which it can invest in securities rated below
investment grade by recognized rating agencies or in comparable unrated
securities. See "Risk Factors -- Lower Rated Securities." The portion of the
Fund's assets invested in various countries will vary from time to time
depending on BEA's assessment of market opportunities.

The value of the securities held by the Fund, and thus the net asset value of
the Shares of the Fund, generally will vary inversely in relation to changes in
prevailing interest rates. Also, the value of such securities may be affected by
changes in real or perceived creditworthiness of the issuers. The Fund may
purchase debt securities of any maturity, and the average maturity of the Fund's
assets will vary based upon BEA's assessment of economic and market conditions.

BEA MUNICIPAL BOND FUND

The BEA Municipal Bond Fund seeks to provide high total return by investing at
least 65% of the value of its total assets in fixed-income securities issued by
state and local governments ("Municipal Obligations"), although the BEA
Municipal Bond Fund may invest its assets without limitation in securities of
below investment-grade quality. The BEA Municipal Bond Fund may invest up to 40%
of its assets in municipal obligations the interest on which constitutes an item
of tax preference for purposes of the federal alternative minimum tax
("Alterative Minimum Tax Securities").

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
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.

Eligible Municipal Obligations include debt obligations issued by governmental
entities to obtain funds for various public purposes, including the construction
of a wide range of public facilities, the refunding of outstanding obligations,
the payment of general operating expenses and the extension of loans to public
institutions and facilities. Private activity bonds

14
<PAGE>
issued by or on behalf of public authorities to finance various privately
operated facilities are considered Municipal Obligations.

Also included within the general category of Municipal Obligations are
participation certificates in a lease, an installment purchase contract, or a
conditional sales contract ("lease obligations") entered into by a state or
political subdivision to finance the acquisition or construction of equipment,
land, or facilities. Although lease obligations do not constitute general
obligations of the issuer for which the lessee's unlimited taxing power is
pledged, certain lease obligations are backed by the lessee's covenant to
appropriate money to make the lease obligation payments. However, under certain
lease obligations, the lessee has no obligation to make these payments in future
years unless money is appropriated on a yearly basis. Although
"non-appropriation" lease obligations are secured by the leased property,
disposition of the property in the event of foreclosure might prove difficult.
These securities represent a relatively new type of financing that is not yet as
marketable as more conventional securities. Moreover, certain investments in
lease obligations may be illiquid and subject to the investment limitations
described in the Statement of Additional Information under "Common Investment
Policies -- All Funds -- Illiquid Securities."

BEA SHORT DURATION FUND

The BEA Short Duration Fund seeks to provide investors with as high a level of
current income as is consistent with the preservation of capital. The Adviser
will seek to maintain a duration of approximately one year, but may vary the
Fund's duration depending upon market conditions. Under normal circumstances,
the dollar-weighted average life of the Fund's investment securities will be
longer than six months and less than three years. Since the Fund ordinarily will
invest in securities with longer maturities than those found in money market
funds, its total return is expected to be higher and fluctuations in its net
asset value are expected to be greater. Unlike money market funds, however, the
Fund does not seek to maintain a stable net asset value and may not be able to
return dollar-for-dollar the money invested. Moreover, there can be no assurance
that the Fund's investment objective will be achieved.

The BEA Short Duration Fund will invest primarily in U.S. dollar and foreign
currency denominated debt securities and securities with debt-like
characteristics (bearing interest or having a stated principal), such as bonds,
debentures, notes, mortgage-related securities (including stripped
mortgage-backed securities), asset-backed securities, municipal obligations and
convertible debt obligations of domestic and foreign issuers throughout the
world, including supranational entities. These securities also include money
market instruments consisting of U.S. Government securities, certificates of
deposit, time deposits, bankers' acceptances, short-term investment grade
corporate bonds, participation interests and other short-term debt instruments,
and repurchase agreements. The Fund also may purchase shares of other invest-
ment companies that invest in these securities to the extent permitted under the
1940 Act. The Adviser will endeavor to hedge foreign currency denominated debt
using various investment techniques in an effort to minimize fluctuations in the
Fund's net asset value resulting from fluctuations in currency exchange rates
relative to the U.S. dollar.

The maturity of any single instrument held by the Fund is not limited. The
Adviser will seek to maintain a duration of approximately one

15
<PAGE>
year, but may vary the Fund's duration depending upon market conditions. The
duration of the Fund's investments, however, under normal circumstances, will
not exceed 1.5 years. As a measure of a fixed-income security's cash flow,
duration is an alternative to the concept of "term to maturity" in assessing the
price volatility associated with changes in interest rates. Generally, the
longer the duration, the more volatility an investor should expect. For example,
the market price of a bond with a duration of two years would be expected to
decline 2% if interest rates rose 1%. Conversely, the market price of the same
bond would be expected to increase 2% if interest rates fell 1%. Duration is a
way of measuring a security's maturity in terms of the average time required to
receive the present value of all interest and principal payments as opposed to
its term to maturity. The maturity of a security measures only the time until
final payment is due; it does not take account of the pattern of a security's
cash flows over time, which would include how cash flow is affected by
prepayments and by changes in interest rates. Incorporating a security's yield,
coupon interest payments, final maturity and option features into one measure,
duration is computed by determining the weighted average maturity of a bond's
cash flows, where the present values of the cash flows serve as weights. In
computing the duration of the Fund, the Adviser will estimate the duration of
obligations that are subject to prepayment or redemption by the issuer, taking
into account the influence of interest rates on prepayments and coupon flows.
This method of computing duration is known as option-adjusted duration.

The average dollar-weighted credit rating of the securities held by the Fund
will be at least the equivalent of A- by Moody's Investors Service, Inc.
("Moody's"), S&P, Fitch Investors Service, Inc. ("Fitch") or Duff & Phelps, Inc.
("Duff"). To attempt to further limit risk, each security in which the Fund
invests must be rated at least Baa by Moody's or BBB by S&P, Fitch or Duff or,
if unrated, deemed to be of comparable quality by the Adviser. Debt securities
in the lowest investment-grade debt category (e.g., bonds rated BBB by S&P or
Baa by Moody's) may have speculative characteristics, and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments than is the case with higher grade debt
securities. The average dollar-weighted portfolio credit rating will be measured
on the basis of the dollar value of the securities purchased and their credit
rating without reference to rating subcategories. Subject to the average
dollar-weighted portfolio credit rating condition, the Fund may retain a debt
security which was rated as investment grade at the time of purchase but whose
rating is subsequently downgraded below investment grade. In addition, the Fund
may invest up to 5% of net assets in lower-rated debt securities. See "Risk
Factors -- Lower-Rated Securities."

The Short Duration Fund may engage in currency exchange transactions to attempt
to protect against uncertainty in the level of future exchange rates. In
addition, the Fund may utilize various other investment techniques and
practices, such as options and futures transactions, buying and selling interest
rate and currency swaps, caps, floors and collars, and short sales to further
hedge against the overall risk to the Fund. The Fund also may engage in
leveraging, lending portfolio securities, purchasing securities on a when-issued
or forward commitment basis and purchasing illiquid securities.

COMMON INVESTMENT POLICIES -- ALL FUNDS

This section describes certain investment policies that are common to each Fund.
These policies are described in more detail in the Statement of Additional
Information.

16
<PAGE>
TEMPORARY INVESTMENTS. For defensive purposes or during temporary periods
in which BEA believes changes in economic, financial or political conditions
make it advisable, each Fund may reduce its holdings in equity and other
securities and invest up to 100% of its assets in cash or certain short-term
(less than twelve months to maturity) and medium-term (not greater than five
years to maturity) interest-bearing instruments or deposits of United States and
foreign issuers. Such investments may include, but are not limited to,
commercial paper, certificates of deposit, variable or floating rate notes,
bankers' acceptances, time deposits, government securities and money market
deposit accounts. See Statement of Additional Information, "Common Investment
Policies -- Temporary Investments." To the extent permitted by their investment
objectives and policies, the Funds may hold cash or cash equivalents pending
investment.

BORROWING. A Fund may borrow up to 33 1/3 percent of its total assets
without obtaining shareholder approval. The Adviser intends to borrow or to
engage in reverse repurchase agreements or dollar roll transactions only for
temporary or emergency purposes with the exception of the U.S. Core Fixed Income
Fund, Strategic Global Fixed Income Fund, the High Yield Fund and the Municipal
Bond Fund. See Statement of Additional Information, "Common Investment Policies
- -- All Funds -- Reverse Repurchase Agreements" and "-- Borrowing."

LENDING OF PORTFOLIO SECURITIES. A Fund may also lend its portfolio
securities to financial institutions against collateral consisting of cash, U.S.
Government securities or irrevocable bank letters of credit, which are equal at
all times to at least 102% of the value of the securities loaned. 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 Fund'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.
A Portfolio may not make loans in excess of 50% of the value of its total assets
immediately before such loans.

RULE 144A SECURITIES. Rule 144A securities are securities which are
restricted as to resale to the general public, but which may be resold to
qualified institutional buyers. Each Fund may invest in Rule 144A securities
that BEA has determined are liquid pursuant to guidelines established by the
Company's Board of Directors.

INVESTMENT COMPANIES. Each Fund may invest in securities issued by other
investment companies to the extent permitted by the 1940 Act. As a shareholder
of another investment company, each Fund would bear, along with other
shareholders, its pro rata portion of the other investment company's expenses,
including advisory fees. These expenses would be in addition to the advisory and
other expenses that a Fund bears directly in connection with its own operations.

PORTFOLIO TURNOVER. BEA will effect portfolio transactions in each Fund
without regard to holding periods if, in its judgment, such transactions are
advisable in light of general market, economic or financial conditions. The past
portfolio ratios for the operational Funds are set forth above under "Financial
Highlights." Portfolio turnover may vary greatly from year to year as well as
within a particular year. High portfolio turnover rates (100% or more) will
generally result in higher transaction costs to a Fund and may result in the
realization of short-term capital gains that are taxable to shareholders as
ordinary income. The Short Duration Fund and the Balanced Fund anticipate that,
under normal conditions, their annual portfolio

17
<PAGE>
turnover rate for the Fund should not exceed 100%. However, it is impossible to
predict portfolio turnover rates. The amount of portfolio activity will not be a
limiting factor when making portfolio decisions. The Portfolio turnover rates
for the Funds are set forth above under "Financial Highlights." See the
Statement of Additional Information, "Portfolio Transactions" and "Taxes."

The Statement of Additional Information contains additional investment policies
and strategies of the Funds.

COMMON INVESTMENT POLICIES -- BEA INTERNATIONAL EQUITY, BEA EMERGING MARKETS
EQUITY, BEA U.S. CORE EQUITY, BEA BALANCED, BEA U.S. CORE FIXED INCOME, BEA
STRATEGIC GLOBAL FIXED INCOME, BEA HIGH YIELD AND BEA SHORT DURATION FUNDS

FOREIGN CURRENCY TRANSACTIONS. BEA may seek to hedge against a decline in
value of a Fund's non-dollar denominated portfolio securities resulting from
currency devaluations or fluctuations. Unless the BEA International Equity, the
BEA Emerging Markets Equity, the BEA U.S. Core Equity, the BEA Balanced, the BEA
U.S. Core Fixed Income, the BEA Strategic Global Fixed Income, the BEA High
Yield and the BEA Short Duration Funds engage in currency hedging transactions,
they will be subject to the risk of changes in relation to the U.S. dollar of
the value of the foreign currencies in which their assets are denominated. These
Funds may also seek to protect, during the period prior to its remittance, the
value of the amount of interest, dividends and net realized capital gains
received or to be received in a local currency that it intends to remit out of a
foreign country by investing in high-quality short-term U.S. dollar-denominated
debt securities of such country and/or participating in the forward currency
market for the purchase of U.S. dollars in the country. There can be no
guarantee that suitable U.S. dollar-denominated investments will be available at
the time BEA wishes to use them to hedge amounts to be remitted.
The Funds may also enter into contracts to purchase and sell forward foreign
currency exchange contracts to seek to enhance total return. To the extent that
such contracts are entered into for this purpose, they are considered
speculative. If a Fund enters into such a contract for any purpose, the Fund
will be required to place cash or liquid assets in a segregated account with the
Company's custodian in an amount equal to the value of the Fund's total assets
committed to the consummation of the contract. The Funds will not invest more
than 10% of their respective total assets in such contracts for the purpose of
enhancing total return. There is no limit on the amount of assets that the Funds
may invest in such transactions for hedging purposes.

A Fund will incur costs in connection with conversions between various
currencies. A Fund may hold foreign currency received in connection with
investments in foreign securities when, in the judgment of BEA, it would be
beneficial to convert such currency into U.S. dollars at a later date, based on
anticipated changes in the relevant exchange rate. See "Risk Factors" for a
discussion of the risks of foreign forward currency exchange contracts.

18
<PAGE>
by private issuers such as commercial investment banks, savings and loan
institutions, mortgage bankers and private mortgage insurance companies. As with
other interest-bearing securities, the prices of such securities are inversely
affected by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise, the converse is
not necessarily true because in periods of declining interest rates mortgages
underlying securities are prone to prepayment. For this and other reasons, a
mortgage-related security's stated maturity may be shortened by an unscheduled
prepayment on underlying mortgages and, therefore, it is not possible to predict
accurately the security's return to these Funds.

Mortgage-related securities acquired by these Funds may include collateralized
mortgage obligations ("CMOs") issued by FNMA, FHLMC or other U.S. Government
agencies or instrumentalities, as well as by private issuers. These securities
may be considered mortgage derivatives. CMOs provide an investor with a
specified interest in the cash flow of a pool of underlying mortgages or other
mortgage-related securities.

The BEA Short Duration Fund may purchase stripped mortgage-backed securities
("SMBS"), which evidence ownership in future interest payments or the future
principal payments on obligations of the U.S. Government and other obligations.
SMBS may exhibit greater price volatility than ordinary debt securities because
of the manner in which their principal and interest are returned to investors.
In addition, the market value of SMBS can be extremely volatile in response to
higher interest rates. The yields on a class of SMBS that receives all or most
of the interest are generally higher than prevailing market yields and there is
a greater risk that the initial investment will not be fully recouped.

ASSET-BACKED SECURITIES. The Funds may purchase asset-backed securities,
which represent a participation in, or are secured by and payable from, a stream
of payments generated by particular assets, most often a pool of assets similar
to one another. Assets generating such payments will consist of instruments such
as motor vehicle installment purchase obligations, credit card receivables and
home equity loans.

CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt or the
dividend paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged. Before conversion, convertible securities have
characteristics similar to nonconvertible debt securities in that they
ordinarily provide a stable stream of income with generally higher yields than
those of common stocks of the same or similar issuers. The Funds will invest in
convertible securities without regard to their credit ratings. See "Risk Factors
- -- Lower Rated Securities" below.

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SUPPLEMENTAL INVESTMENT POLICIES -- BEA MUNICIPAL BOND FUND

TAX-EXEMPT DERIVATIVES AND OTHER MUNICIPAL OBLIGATIONS. The BEA Municipal
Bond Fund may invest in tax-exempt derivative securities relating to Municipal
Obligations, including tender option bonds, 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 Fund to
tender the underlying Municipal Obligation to a third party at periodic
intervals and to receive the principal amount thereof. A participation interest
gives the Fund an undivided interest in a Municipal Obligation in the proportion
the Fund's participation bears to the total principal amount of the Municipal
Obligation, and typically provides for a repurchase feature for all or any part
of the full principal amount of the participation interest, plus accrued
interest. Trusts and partnerships are typically used to convert long-term fixed
rate high quality bonds of a single state or municipal issuer into variable or
floating rate demand instruments.

During normal market conditions, up to 20% of the BEA Municipal Bond Fund's net
assets may be invested in securities which are not Municipal Obligations; at
least 80% of the BEA Municipal Bond Fund's net assets will be invested in
Municipal Obligations the interest on which is exempt from regular federal
income tax. During temporary defensive periods, the BEA Municipal Bond Fund may
invest without limitation in obligations which are not Municipal Obligations and
may hold without limitation uninvested cash reserves. Such securities may
include, without limitation, bonds, notes, variable rate demand notes and
commercial paper, provided such securities are rated within the relevant
categories, applicable to Municipal Obligations set forth above, or if unrated,
are of comparable quality as determined by the Adviser, and may also include,
without limitation, other debt obligations, such as bank obligations. The BEA
Municipal Bond Fund may acquire "stand-by commitments" with respect to Municipal
Obligations held by it. Under a stand-by commitment, a dealer agrees to purchase
at the BEA Municipal Bond Fund'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 BEA Municipal Bond Fund will acquire stand-by
commitments solely to facilitate portfolio liquidity and does not intend to
exercise its rights thereunder for trading purposes.

The amount of information regarding the financial condition of issuers of
Municipal Obligations may not be as extensive as that which is made available by
public corporations and the secondary market for Municipal Obligations may be
less liquid than that for taxable fixed-income securities. Accordingly, the
ability of the BEA Municipal Bond Fund to buy and sell tax-exempt securities
may, at any particular time and with respect to any particular securities, be
limited.

SUPPLEMENTAL INVESTMENT POLICIES -- BEA SHORT DURATION FUND

INTEREST RATE SWAPS, CAPS, FLOORS AND COLLARS. The BEA Short Duration Fund
may enter into interest rate swaps and may purchase or sell interest rate caps,
floors and collars. The Fund will enter into these transactions primarily to
preserve a return or spread on a particular investment or portion of its
portfolio. The Fund also may enter into these transactions to protect against
any increase in the price of securities the Fund anticipates purchasing at a
later date. Interest rate swaps involve the exchange by the Fund with another
party of their respective commitments to pay or receive interest (for

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<PAGE>
example, an exchange of floating rate payments for fixed-rate payments). The
exchange commitments can involve payments to be made in the same currency or in
different currencies. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a predetermined interest
rate, to receive payments of interest on a contractually based principal amount
from the seller of such interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments on a notional principal amount
from the seller of such interest rate floor. A collar has aspects of both a cap
and a floor.

The BEA Short Duration Fund may enter into these transactions on either an
asset-based or liability-based basis depending on whether it is hedging its
assets or its liabilities, and will usually enter into interest rate swaps on a
net basis. In so doing, the two payment streams are netted out, with the Fund
receiving or paying, as the case may be, only the net amount of the two
payments. The net amount of the excess, if any, of the Short Duration Fund's
obligations over its entitlements with respect to each interest rate swap will
be accrued on a daily basis and an amount of cash or liquid securities having an
aggregate net asset value at least equal to the accrued excess will be
maintained in a segregated account by the Fund's Custodian. If the Fund enters
into an interest rate swap other than on a net basis, the Fund would maintain a
segregated account in the full amount accrued on a daily basis of the Fund's
obligations with respect to the swap. The Fund will enter into swap, cap or
floor transactions with its Custodian, and with other counterparties, but only
if: (i) for transactions with maturities under one year, such other counterparty
has outstanding short-term paper rated at least A-1 by S&P, Prime-I by Moody's,
F-1 by Fitch or Duff-I by Duff, or (ii) for transactions with maturities greater
than one year, the counterparty has outstanding debt securities rated at least
Aa by Moody's or AA by S&P, Fitch or Duff. If there is a default by the other
party to such a transaction, the Fund will have contractual remedies pursuant to
the agreements related to the transaction. To the extent the Fund sells (i.e.,
writes) caps and floors, it will maintain in a segregated account cash or liquid
securities having an aggregate net asset value at least equal to the full amount
accrued on a daily basis, of the Fund's obligations with respect to any caps or
floors.

The use of interest rate swaps is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio security transactions. If the Adviser is incorrect in its forecasts of
market values, interest rates and other applicable factors, the investment
performance of the Fund would diminish compared with what it would have been if
these investment techniques were not used. Moreover, even if the Adviser is
correct in its forecasts, there is a risk that the swap position may correlate
imperfectly with the price of the asset or liability being hedged. There is no
limit on the amount of interest rate swap transactions that may be entered into
by the Fund. These transactions do not involve the delivery of securities or
other underlying assets or principal. Accordingly, the risk of loss with respect
to interest rate swaps is limited to the net amount of interest payments that
the Fund is contractually obligated to make. If the other party to an interest
rate swap defaults, the Fund's risk of loss consists of the net amount of
interest payments that the Fund contractually is entitled to receive. The Fund
may purchase and sell (i.e., write) caps and floors without limitation, subject
to the segregated account requirement described above.

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

INVESTMENT LIMITATIONS

Each Fund is subject to the following fundamental investment limitations, which
may not be changed with respect to a Fund without shareholder approval. A
complete list of the Funds' fundamental investment limitations is set forth in
the Statement of Additional Information under "Investment Limitations."

Each Fund may not:

Borrow money or issue senior securities, except that each Fund may
borrow from institutions 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. Each 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.

Any investment policy or limitation which involves a maximum or minimum
percentage of securities shall not be considered to be violated unless an excess
over or a deficiency under the percentage occurs immediately after, and is
caused by, an acquisition or disposition of securities or utilization of assets
by a Fund.
- ----------------------------------------------

RISK FACTORS

FOREIGN SECURITIES. Investing in the securities of non-U.S. issuers
involves opportunities and risks that are different from investing in the
securities of U.S. issuers. The risks associated with investing in securities of
non-U.S. issuers are generally heightened for investments in securities of
issuers in Emerging Markets.

Because foreign securities generally are denominated and pay dividends or
interest in foreign currencies, and the Funds 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 Funds' assets as measured in U.S.
dollars may be affected favorably or unfavorably by changes in exchange rates.
In addition, investors should realize that the value of the Funds' investments
may be adversely affected by changes in political or social conditions,
diplomatic relations, confiscatory taxation, expropriation, limitation on the
removal of funds or assets, or imposition of (or change in) exchange control
regulations in those foreign nations. In addition, changes in government
administrations or economic or monetary policies in the U.S. or abroad could
result in appreciation or depreciation of portfolio securities and could
favorably or adversely affect the Funds' operations. Furthermore, the economies
of individual foreign nations may differ from that of the United States, whether
favorably or unfavorably, in areas such as growth of gross national product,
rate of inflation, capital reinvestment, resource self-sufficiency and balance
of payments position. Any foreign investments made by the Funds must be made in
compliance with U.S. and foreign currency restrictions and tax laws restricting
the amounts and types of foreign investments.

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<PAGE>

In general, less information is publicly available with respect to foreign
issuers than is available with respect to U.S. companies. Most foreign companies
are also not subject to the uniform accounting and financial reporting
requirements applicable to issuers in the United States. The Funds' foreign
investments may be less liquid and their prices may be more volatile than
comparable investments in securities in U.S. companies. Expenses relating to
foreign investments are generally higher than those relating to domestic
securities. In addition, there is generally less government supervision and
regulation of secu-rities exchanges, brokers and issuers in foreign countries
than in the United States.

FOREIGN CURRENCY TRANSACTIONS. The over the counter market in forward
foreign currency exchange contracts offers less protection against defaults by
the other party to such instruments than is available for currency instruments
traded on an exchange. Such contracts are subject to the risk that the
counterparty to the contract will default on its obligations. Since these
contracts are not guaranteed by an exchange or clearinghouse, a default on the
contract would deprive a Fund of unrealized profits, transaction costs or the
benefits of a currency hedge or force a Fund to cover its purchase or sale
commitments, if any, at the current market price. A Fund will not enter into
forward foreign currency exchange contracts unless the credit quality of the
unsecured senior debt or the claims-paying ability of the counterparty is
considered to be investment grade by BEA.

LOWER-RATED SECURITIES. The widespread expansion of government, consumer
and corporate debt within the economy has made the corporate sector, especially
cyclically sensitive industries, more vulnerable to economic downturns or
increased interest rates. Because lower-rated debt securities involve issuers
with weaker credit fundamentals (such as debt-to-equity ratios, interest charge
coverage, earnings history and the like), an economic downturn, or increases in
interest rates, could severely disrupt the market for lower-rated debt
securities and adversely affect the value of outstanding debt securities and the
ability of the issuers to repay principal and interest.

Lower-rated debt securities (commonly known as "junk bonds") possess speculative
characteristics and are subject to greater market fluctuations and risk of lost
income and principal than higher-rated debt securities for a variety of reasons.
The markets for and prices of lower-rated debt securities have been found to be
less sensitive to interest rate changes than higher-rated investments, but more
sensitive to adverse economic changes or individual corporate developments.
Also, during an economic downturn or substantial period of rising interest
rates, highly leveraged issuers may experience financial stress which would
adversely affect their ability to service their principal and interest payment
obligations, to meet projected business goals and to obtain additional
financing. If the issuer of a debt security owned by a Fund defaulted, the Fund
could incur additional expenses in seeking recovery with no guaranty of
recovery. In addition, periods of economic uncertainty and changes can be
expected to result in increased volatility of market prices of lower-rated debt
securities and a Fund's net asset value. Lower-rated debt securities also
present risks based on payment expectations. For example, lower-rated debt
securities may contain redemption or call provisions. If an issuer exercises
these provisions in a declining interest rate market, a Fund would have to
replace the security with a lower yielding security, resulting in a decreased
return for investors. Conversely, a lower-rated debt security's value will
decrease in a rising interest rate market, as will the value of a Fund's assets.
If a Fund experiences unexpected net redemptions, this may force it to

23
<PAGE>
sell its lower-rated debt securities, without regard to their investment merits,
thereby decreasing the asset base upon which a Fund's expenses can be spread and
possibly reducing a Fund's rate of return.

In addition, to the extent that there is no established retail secondary market,
there may be thin trading of lower-rated debt securities, which may have an
impact on BEA's ability to both value accurately lower-rated debt securities and
the Fund's assets, and to dispose of the debt securities. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may decrease
the value and liquidity of lower-rated debt securities, especially in a thinly
traded market.

FIXED INCOME SECURITIES. The value of the securities held by a Fund, and
thus the net asset value of the shares of a Fund, generally will vary inversely
in relation to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a debt or other fixed income security was
purchased, such security, if sold, might be sold at a price less than its cost.
Conversely, if interest rates have declined from the time such a security was
purchased, such security, if sold, might be sold at a price greater than its
cost. Also, the value of such securities may be affected by changes in real or
perceived creditworthiness of the issuers. Thus, if creditworthiness is
enhanced, the price may rise. Conversely, if creditworthiness declines, the
price may decline. A Fund is not restricted to any maximum or minimum time to
maturity in purchasing portfolio securities, and the average maturity of the
Fund's assets will vary based upon BEA's assessment of economic and market
conditions.

GENERAL. Investment methods described in this prospectus are among those
which the Funds have the power to utilize. 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 the Company and of each Fund are managed under the
direction of the Company's Board of Directors.

INVESTMENT ADVISER

BEA serves as the Investment Adviser for each of the Funds pursuant to
investment advisory agreements (the "Advisory Agreements"). BEA is a general
partnership organized under the laws of the State of New York in December 1990
and, together with its predecessor firms, has been engaged in the investment
advisory business for over 60 years. BEA is a wholly-owned subsidiary of Credit
Suisse Group, the second largest Swiss bank. BEA is a registered investment
adviser under the Investment Advisers Act of 1940, as amended. BEA's principal
offices are located at One Citicorp Center, 153 East 53rd Street, New York, New
York 10022.

BEA is a diversified investment adviser managing global equity, fixed-income and
derivative securities accounts for corporate pension and profit-sharing plans,
state pension funds, union funds, endowments and other charitable institutions.
As of September 30, 1997, BEA managed approximately $34.6 billion in assets. BEA
currently acts as investment adviser for eleven other investment companies
registered under the 1940 Act, and acts as sub-adviser to certain portfolios of
twelve other registered investment companies.

BEA will select investments for each of the Funds and will place purchase and
sale orders on behalf of each of the Funds. The Funds may

24
<PAGE>

use affiliates of Credit Suisse Group in connection with the purchase or sale of
securities in accordance with the rules or exemptive orders adopted by the
Securities and Exchange Commission (the "SEC") when BEA believes that the charge
for the transaction does not exceed usual and customary levels.

The day-to-day portfolio management of the BEA International Equity and the BEA
Emerging Markets Equity Funds is the responsibility of the BEA International
Equity Management Team. The Team consists of the following investment
professionals: William P. Sterling (Executive Director), Richard Watt (Managing
Director), Steven D. Bleiberg (Senior Vice President), Susan Boland (Senior Vice
President), Emily Alejos (Vice President) and Robert B. Hrabchak (Vice
President). Mr. Sterling joined BEA in 1995, prior to which time he was the head
of International Economics at Merrill Lynch & Company. Mr. Watt joined BEA in
1995, prior to which time he was the head of emerging markets investments and
research at Gartmore Investment Limited in London. Prior to 1992, he was a
director of Kleinwort Benson International Investment in London and was a
portfolio manager with Lorithan Regional Council, a public pension plan sponsor
in Scotland. Mr. Bleiberg has been engaged as an investment professional with
BEA for more than five years. Ms. Boland joined BEA in 1996, prior to which time
she was a director and portfolio manager for Barran & Partners Limited where she
managed a hedge fund invested in European equities. Prior to 1995, she was a
partner and European portfolio manager for Teton Partners. Ms. Alejos joined BEA
in 1997, prior to which time she was a Vice President and an emerging markets
portfolio manager with Bankers Trust. Prior to 1993, she was a research analyst
at G.T. Capital Management where she focused on Latin American equities. Mr.
Hrabchak joined BEA in 1997, prior to which time he was a senior portfolio
manager at Merrill Lynch Asset Management in Hong Kong, where he chaired the
Asia Pacific Investment Strategy Committee and managed institutional portfolios.
Prior to 1995, he was an associate in investment banking at Salomon Brothers.

The day-to-day portfolio management of the BEA U.S. Core Equity Fund and the
equity portion of the BEA Balanced Fund is the responsibility of the BEA
Domestic Equity Management Team. The Team consists of the following investment
professionals: William W. Priest, Jr. (Chief Executive Officer and Executive
Director of BEA), John B. Hurford (Executive Director), James A. Abate (Senior
Vice President), Eric N. Remole (Managing Director), Marc Bothwell (Vice
President) and Michael Welhoelter (Vice President). Messrs. Priest and Hurford
have, on an individual basis, been engaged as investment professionals with BEA
for more than five years. Mr. Abate joined BEA in 1995; previously, he was a
Managing Director for Vert Independent Capital Research. Prior to joining Vert,
Mr. Abate was a Manager in Price Waterhouse's Valuation/Corporate Finance Group.
Mr. Remole joined BEA in 1997, prior to which time he was Managing Director for
fourteen years at Citicorp Investment Management, Inc. (now Chancellor Capital
Management, Inc.). Mr. Bothwell joined BEA in 1997, prior to which time he was a
vice president and portfolio manager at Chancellor LGT Asset Management, Inc.,
where he was involved in risk management and research on earnings and earnings
surprise modeling. Prior to 1994, he was a programmer and trader at Keane Dealer
Services, Inc. Mr. Welhoelter joined BEA in 1997, prior to which time he was a
portfolio manager and vice president at Chancellor LGT Asset Management, where
he developed risk management and portfolio construction strategies.

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<PAGE>

The day-to-day portfolio management of the BEA U.S. Core Fixed Income, BEA
Municipal Bond, BEA Strategic Global Fixed Income and BEA Short Duration Funds,
as well as the fixed-income portion of the BEA Balanced Fund is the
responsibility of the BEA Fixed Income Management Team. The Team consists of the
following investment professionals: Robert J. Moore (Executive Director),
William P. Sterling (Executive Director), Gregg Diliberto (Managing Director),
Mark Silverstein (Senior Vice President), Robert Justich (Senior Vice
President), Diane Damskey (Vice President), Ira Edelblum (Senior Vice
President), and Jo Ann Corkran (Senior Vice President). Messrs. Moore,
Diliberto, Silverstein and Edelblum have, on an individual basis, been engaged
as investment professionals with BEA for more than five years. Mr. Justich
joined BEA in 1995, prior to which he worked at Merrill Lynch and as a Manager
of Financial Services with Arthur Young & Company. Ms. Damskey joined BEA in
1997, prior to which time she managed fixed income portfolios at Global Emerging
Markets Advisors. Prior to 1996, she was a senior vice president and portfolio
manager for the First National Bank of Chicago. Ms. Corkran joined BEA in 1997,
prior to which time she was a director of mortgage-backed securities at Morgan
Stanley. Prior to 1994, she was a vice president at Green Greenwich Capital, and
prior to 1993, she was a managing director at First Boston.

The day to day portfolio management of the BEA High Yield Fund is the
responsibility of the BEA High Yield Management Team. The Team consists of the
following investment professionals: Richard Lindquist (Executive Director),
Misia Dudley (Senior Vice President), Marianne Rossi (Senior Vice President),
John Tobin (Senior Vice President) and Mary Ann Thomas (Vice President). Mr.
Lindquist, Ms. Dudley, Ms. Rossi and Mr. Tobin joined BEA in 1995 as a result of
BEA's acquisition of CS First Boston Investment Management. Prior to joining CS
First Boston, Mr. Lindquist and Ms. Rossi were with Prudential Insurance Company
of America. Prior to joining CS First Boston, Ms. Dudley was with Stockbridge
Partners, and prior to that had spent five years with E.F Hutton. Prior to
joining CS First Boston, Mr. Tobin managed portfolios for Integrated Resources
and prior to that was Vice President and industry analyst with Bankers Trust
Company. Ms. Thomas joined BEA in 1997, prior to which time she was a Vice
President and High Yield Bond Analyst in the Capital Management Group of the
Prudential Insurance Company of America where she specialized in analyzing high
yield bonds for insurance funds. Prior to 1994, she was an equity analyst at
Lieber and Company; prior to 1993, she was an equity analyst at Steinhardt
Partners.

For the advisory services provided and expenses assumed by it, BEA is entitled
to receive a fee from the BEA International Equity Fund, the BEA Emerging
Markets Equity Fund, the BEA U.S. Core Equity Fund, the BEA Balanced Fund, the
BEA U.S. Core Fixed Income Fund, the BEA Strategic Global Fixed Income Fund, the
BEA High Yield Fund, the BEA Municipal Bond Fund, and the BEA Short Duration
Fund, computed at an annual rate of .80%, 1.00%, .75%, .60%, .375%, .50%, .70%,
.70% and .15%, respectively of the average net assets, computed daily and
payable quarterly.

BEA may, at its discretion, from time to time agree to waive voluntarily all or
any portion of its advisory fee for any Fund.

For the fiscal year ended August 31, 1997, the Company paid BEA investment
advisory fees, on an annualized basis, with respect to the BEA International
Equity, the BEA Emerging Markets Equity, the BEA U.S. Core Equity, the BEA High
Yield, the BEA U.S. Core Fixed Income, the BEA Strategic Global Fixed Income,
and the BEA Municipal Bond Funds of

26
<PAGE>

.80%, .98%, .71%, .44%, .25%, .43% and .47%, respectively, of the average net
assets of the respective Funds, and BEA waived advisory fees of approximately
0%, .02%, .04%, .26%, .125%, .07%, and .23%, respectively, of the average net
assets of each such Fund.

The Advisory Agreements provide that BEA shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company in connection
with the matters to which the Advisory Agreements relate and shall be
indemnified for any losses and claims in connection with any claim relating
thereto, except liability resulting from willful misfeasance, bad faith or gross
negligence on BEA's part in the performance of its duties or from reckless
disregard of its obligations and duties under the Advisory Agreements.

ADMINISTRATOR

PFPC Inc. ("PFPC"), an indirect, wholly-owned subsidiary of PNC Bank Corp.,
serves as administrator for the Institutional Class of the Funds. As
administrator, PFPC will provide various services to the Institutional Class of
the Funds, including determining the net asset value of the Institutional Class
of each Fund, providing shareholder servicing and all accounting services for
the Class and generally assisting in all aspects of the operations of the
Institutional Class of each Fund. As compensation for its administrative
services, the Funds will pay PFPC a fee calculated at the annual rate of .125%
of the average daily net assets of the Institutional Class of each Fund. PFPC
has its principal offices at 400 Bellevue Parkway, Wilmington, Delaware 19809.
ADMINISTRATIVE SERVICES AGENT
Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., provides certain
administrative services to the Institutional Class of each of the Funds that are
not provided by PFPC, subject to the supervision and direction of the Board of
Directors of each of the Funds. As compensation for such administrative
services, each of the Funds pays Counsellors Service each month a fee for the
previous month calculated at the annual rate of .15% of average daily net assets
of the Institutional Class of each Fund. Counsellors Service's principal
business address is 466 Lexington Avenue, New York, New York 10017-3147.

DISTRIBUTOR

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<PAGE>
include opportunities to participate in advertising or sales campaigns and/or
shareholder services and programs regarding one or more Funds. BEA, Counsellors
Securities or an affiliate of either may pay for travel, meals and lodging 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 the Fund's Shares.

TRANSFER AGENT

State Street Bank and Trust Company ("State Street") acts as transfer agent for
the Funds. It has delegated to Boston Financial Data Services, Inc. ("BFDS"), a
50% owned subsidiary, responsibility for most transfer agent servicing
functions. State Street's principal address is 225 Franklin Street, Boston, MA
02110 and BFDS's principal address is 2 Heritage Drive, North Quincy, MA 02171,
telephone number (800) 401-2230.

CUSTODIAN

Brown Brothers Harriman & Co. serves as Custodian for all of the Funds. The 1940
Act and the rules and regulations adopted thereunder permit a Fund to maintain
its securities and cash in the custody of certain eligible banks and securities
depositories. In compliance with such rules and regulations, a Fund's portfolio
of securities and cash, when invested in securities of foreign issuers, may be
held by eligible foreign subcustodians appointed by the custodian.
- ----------------------------------------------

EXPENSES

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

The expenses for each Fund are set forth in the tables entitled "Annual Fund
Operating Expenses," above.
- ----------------------------------------------

HOW TO PURCHASE SHARES

GENERAL

Shares representing interests in the Funds are offered continuously for sale by
the Distributor. Except as described below, BEA Institutional Class Shares are
currently available for purchase only by investors who have entered into an
investment management agreement with BEA or its affiliates. Shares may be
purchased initially by completing the application and forwarding the application
to the BEA Institutional Funds. Purchases of Shares may be effected by wire to
an account to be specified by BFDS or by mailing a check or Federal Reserve
Draft, payable to the order of "The BEA Institutional Funds," The BEA
Institutional Funds, P.O. Box 8500, Boston, MA 02266-8500. The name of the Fund
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 BEA Institutional Funds must be at least $3,000,000, except Shares may be
purchased by existing clients of BEA or its affiliates or by officers of such

28
<PAGE>
existing clients (or those holding similar positions) with an initial investment
of at least $100,000; all subsequent investments for such persons must be at
least $1,000. Subsequent initial investments in any other Fund must be at least
$100,000. Each Fund reserves the right to suspend the offering of Shares for a
period of time or to reject any purchase order.

Shares of the Funds may be purchased by officers and employees of BEA or its
affiliates and any BEA pension or profit-sharing plan, without being subject to
the minimum investment limitation or the requirement that investors enter into
an investment management agreement.

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 these holidays occur on a Saturday or Sunday.

The price paid for Shares purchased will be the net asset value next computed
after an order is received by the Fund's transfer agent prior to its close of
business on such day. Orders received by the Fund's transfer agent after its
close of business are priced at the net asset value next determined on the
following Business Day. For a description of the manner of calculating a Fund's
net asset value, see "Net Asset Value" below.

PURCHASES IN-KIND

Subject to the approval of the Adviser, investors may acquire shares of any of
the Funds in exchange for portfolio securities that are eligible for investment
by the relevant Fund or Funds. Such portfolio securities must (a) meet the
investment objectives and policies of the Funds, (b) be acquired for investment
and not for resale, (c) be liquid securities which are not restricted as to
transfer either by law or liquidity of market, and (d) have a value which is
readily ascertainable. Generally an investor will recognize for federal income
tax purposes any gain or loss realized on an exchange of property for shares.
Under certain circumstances, initial investors may not recognize gain or loss on
such an exchange. Investors, particularly initial investors, are urged to
consult their tax advisers in determining the particular federal income tax
consequences of their purchase in-kind. Such exchanges will be subject to each
Fund's minimum investment requirement. Shareholders may be required to bear
certain administrative or custodial costs in effecting purchases in-kind.
- ----------------------------------------------

HOW TO REDEEM AND EXCHANGE SHARES

An investor of a Fund may redeem (sell) his shares on any day that the Fund's
net asset value is calculated (see "Net Asset Value" below).

REDEMPTION IN WRITING

Shareholders may redeem for cash some or all of their Shares at any time. To do
so, a written request in proper form must be sent directly to the BEA
Institutional Funds, P.O. Box 8500, Boston, MA 02266-8500. The redemption price
is the net asset value per Share next determined after the initial receipt of
proper notice of redemption. The value of Shares at the time of redemption may
be more or less than the shareholder's cost, depending on the market value of
the securities held by the Fund at such time.

29
<PAGE>
A request for redemption must be signed by all persons in whose names the Shares
are registered or by an authorized party, such as the agent or investment
adviser for the Shareholder. Signatures must conform exactly to the account
registration. Generally, a properly signed written request is all that is
required for a redemption. In some cases, however, other documents may be
necessary. Additional documentary evidence of authority is also required by the
BEA Institutional Funds in the event redemption is required by a corporation,
partnership, trust, fiduciary, executor or administrator.

PAYMENT OF REDEMPTION PROCEEDS

Payment of the Redemption Price for Shares redeemed will be made by wire or by
check mailed within seven days after acceptance by the BEA Institutional Funds
c/o BFDS, 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
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 from the date of purchase, pending a determination that
the check has cleared.

INVOLUNTARY REDEMPTION

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

REDEMPTION IN-KIND

The Company reserves the right, at its discretion, to honor any request for
redemption of a Fund's shares by making payment in whole or in part in
securities chosen by the Company and valued in the same way as they would be
valued for purposes of computing a Fund's net asset value. If payment is made in
securities, a shareholder may incur transaction costs in converting these
securities into cash after they have redeemed their Shares. The Company has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that a Fund
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
Fund. Redeeming shareholders will be required to bear certain administrative or
custodial costs in effecting redemptions in-kind.

EXCHANGE PRIVILEGE

An individual or institution may exchange Institutional Shares of a Fund for
Institutional Shares of any other BEA Institutional Fund at such Fund's
respective net asset values. Exchanges will be effected in the manner described
under "Redemption of Shares" above. If an exchange request is received by BEA
Institutional Funds prior to the close of regular trading on the NYSE, the
exchange will be made at each Fund's net asset value determined on the same
Business Day. The exchange privilege may be modified or terminated at any time
upon 60 days' notice to shareholders.

The exchange privilege is available to shareholders residing in any state in
which the Institutional Shares being acquired may legally be sold. When a
shareholder effects an exchange of Shares, the exchange is treated for federal
income tax purposes as a redemption. Therefore, the shareholder may realize a
taxable gain or loss in connection with the exchange. For further information
regarding the exchange privilege, the shareholder should contact the BEA
Institutional Funds at (800) 401-2230.

If the exchanging shareholder does not currently own shares of the Fund whose
shares are being

30
<PAGE>
acquired, a new account will be established with the same registration, dividend
and capital gain options and authorized dealer of record as the account from
which shares are exchanged, unless otherwise specified in writing by the
shareholder with all signatures guaranteed by an eligible guarantor institution.
If any amount remains in the account from which the exchange is being made, such
amount must not drop below the minimum account value required by the Fund.
- ----------------------------------------------

NET ASSET VALUE

The net asset values for each class of a Fund are determined as of the close of
regular trading on the NYSE on each Business Day. The net asset values of each
class of a Fund are calculated by adding the value of the proportionate interest
of each class in a Fund'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.

Most securities held by a Fund are priced based on their market value as
determined by reported sales prices, or the mean between bid and asked prices
that are provided by securities dealers or pricing services. Fund securities
which are primarily traded on foreign securities exchanges are normally valued
at the preceding closing values of such securities on their respective
exchanges. Securities for which market quotations are not readily available are
valued at fair market value as determined in good faith under the procedures
established by the Board of Directors. The amortized cost method of valuation
will also be used with respect to debt obligations with sixty days or less
remaining to maturity unless the Adviser under the supervision of the Board of
Directors determines such method does not represent fair value.
- ----------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

The Company will distribute substantially all of the net realized capital gains,
if any, of each of the Funds to each Fund's shareholders annually. The Company
will distribute all net investment income, if any, for the BEA International
Equity, the BEA Emerging Markets Equity, and the BEA U.S. Core Equity Funds
annually. The Company will distribute net investment income, if any, for the BEA
Balanced and the BEA Short Duration Funds at least annually. The Company will
distribute net investment income for the BEA U.S. Core Fixed Income, the BEA
Strategic Global Fixed Income, the BEA High Yield and the BEA Municipal Bond
Funds at least quarterly. All distributions will be reinvested in the form of
additional full and fractional shares of the relevant Fund unless a contrary
election is made on the application to have distributions paid in cash. If in
the future a shareholder desires to have distributions paid out rather than
reinvested, the shareholder should notify the BEA Institutional Funds in
writing.
- ----------------------------------------------

TAXES

GENERAL

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

Each Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986 (the "Code"), as amended. So
long as a Fund qualifies for this

31
<PAGE>
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 or that are designated as exempt interest
dividends) 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) and out of the portion of such net
capital gain that constitutes mid-term capital gain, if any, of a Fund will be
taxed to shareholders as long-term capital gain or mid-term capital gain, if
any, of a Fund, 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. 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 39.6%. However, 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 BEA Municipal Bond Fund intends to pay substantially all of its dividends as
"exempt interest dividends." Investors in this Fund 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 24% 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. Depending upon market conditions, the BEA
Municipal Bond Fund may invest up to 40% 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" will be taken into account
in determining the taxability of their benefit payments.

The BEA Municipal Bond Fund will determine annually the percentages of its net
investment income which are fully tax-exempt, which constitute an item of tax
preference for alternative minimum tax purposes, 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.

32
<PAGE>
companies" or "PFICS") may cause a Fund to recognize income without the receipt
of cash. Each of these circumstances, whether separately or in combination, may
limit a Fund's ability to pay sufficient dividends and to make sufficient
distributions to satisfy the Subchapter M and excise tax distributions
requirements.

The Company will send written notices to shareholders annually regarding the tax
status of distributions made by each Fund. 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 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
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.

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.
An investment in one Fund is not intended to constitute a balanced investment
program. Shares of the BEA Municipal Bond Fund 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 Fund's dividends being tax-exempt
but also such dividends would be taxable when distributed to the beneficiary.

FOREIGN INCOME TAXES

Investment income received by the Funds from sources within foreign countries
may be subject to foreign income taxes withheld at the source. The United States
has entered into tax treaties with many foreign countries which entitle the
Funds to a reduced rate of, or exemption from, taxes on such income. It is
impossible to determine the effective rate of foreign tax in advance since the
amount of each Fund's assets to be invested in various countries is not known.

If more than 50% of the value of a Fund's total assets at the close of each
taxable year consists of the stock or securities of foreign corporations, such
Fund will be eligible to elect to "pass through" to the Company's shareholders
the amount of foreign income taxes paid by each Fund (the "Foreign Tax
Election"). Pursuant to the Foreign Tax Election, shareholders will be required
(i) to include in gross income, even though not actually received, their respec-
tive pro-rata shares of the foreign income taxes paid by a Fund that are
attributable to any distributions they receive; and (ii) either to deduct their
pro-rata share of foreign taxes in computing their taxable income, or to use it
(subject to various Code limitations) as a foreign tax credit against U.S.
federal income tax (but not both). In determining the source and character of
distributions received from a

33
<PAGE>
Fund for the purpose of the foreign tax credit limitation rules of the Code,
shareholders will be required to treat allocable portions of a Fund's
distributions as foreign source income.

No deduction for foreign taxes may be claimed by a shareholder who does not
itemize deductions.
- ----------------------------------------------

MULTI-CLASS STRUCTURE

The Company offers other classes of shares, Investor and Advisor Shares of the
Funds, which are offered directly to institutional investors and financial
intermediaries pursuant to separate prospectuses. Shares of a Fund represent
equal pro rata interests in the Funds and accrue dividends and calculate net
asset value and performance quotations in the same manner. The Company quotes
performance of the Investor and Advisor Shares separately from Institutional
Shares. Because of different fees 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 and Advisor Shares. Information concerning these other
classes may be obtained by calling the BEA Institutional Funds at (800)
401-2230.
- ----------------------------------------------

DESCRIPTION OF SHARES

The Company 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 (as described in the
Statement of Additional Information).

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN
RELATE PRIMARILY TO THE BEA INSTITUTIONAL CLASSES REPRESENTING INTERESTS IN THE
BEA INTERNATIONAL EQUITY, THE BEA EMERGING MARKETS EQUITY, THE BEA HIGH YIELD,
THE BEA U.S. CORE EQUITY, THE BEA BALANCED, THE BEA U.S. CORE FIXED INCOME, THE
BEA STRATEGIC GLOBAL FIXED INCOME, THE BEA MUNICIPAL BOND AND THE BEA SHORT
DURATION FUNDS AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND POLICIES,
OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO THESE FUNDS.

Each share that represents an interest in a Fund has an equal proportionate
interest in the assets belonging to such Fund with each other share that
represents an interest in such Fund. Shares of the Company 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 Company 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 Company will assist in shareholder communication in such
matters.

34
<PAGE>
class.) Shareholders of the Company 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 Company may elect
all of the directors.

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

OTHER INFORMATION

REPORTS AND INQUIRIES

Shareholders of a Fund will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries can be made by contacting the BEA
Institutional Funds at (800) 401-2230 or by writing to BEA Institutional Funds,
P.O. Box 8500, Boston, MA 02266-8500.

PERFORMANCE INFORMATION

From time to time, each of the Funds 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 a 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 any redemption and
other fees, according to a required standardized calculation. This standard
calculation is required by the SEC to provide consistency and comparability in
investment company advertising. The Funds 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 a Fund's performance with other measures of investment return. For
example, a Fund's total return or expense ratio may be compared with data
published by Lipper Analytical Services, Inc., CDA Investment Technologies,
Inc., Mutual Fund Forecaster, Morningstar, Inc. or Weisenberger Investment
Company Service, or with the performance of the Standard & Poor's 500 Stock
Index, Standard & Poor's MidCap 400 Index, Moody's Bond Survey Bond Index,
Wilshire 5000 Index, Lehman Brothers Bond Indexes, Morgan Stanley Composite
Index EAFE, Morgan Stanley Composite Index-Free Emerging Markets, JP Morgan
Global Government Bond Index (Unhedged), First Boston High Yield Index, Consumer
Price Index, Bond Buyer's 20-Bond Index, Dow Jones Industrial Average, national
publications such as MONEY, FORBES, BARRON'S, THE WALL STREET JOURNAL or the NEW
YORK TIMES or publications of a local or regional nature, and other industry
publications. For these purposes, the performance of a Fund, as well as the
performance published by such services or experienced by such indices, will
usually not reflect redemption fees, the inclusion of which would reduce
performance results. If a Fund advertises non-standard computations, however,
the Fund will disclose such fees, and will also disclose that the performance
data do not reflect such fees and that inclusion of such fees would reduce the
performance quoted.

From time to time, each of the Funds other than the BEA International Equity,
BEA Emerging Markets Equity and BEA U.S. Core Equity Funds may also advertise
its "30-day yield." The yield refers to the income generated by an investment in
a Fund over the 30-day

35
<PAGE>
period identified in the advertisement, and is computed by dividing the net
investment income per share 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 a Fund 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 a Fund are not
reflected in the yields on a Fund's shares, and such fees, if charged, will
reduce the actual return received by shareholders on their investments.

36
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUNDS' 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 COMPANY OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR
BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
<PAGE>

BEA INSTITUTIONAL FUNDS
QUICK REFERENCE GUIDE

BEA INSTITUTIONAL FUNDS
- -----------------------------------
International Equity Fund
Emerging Markets Equity Fund
U.S. Core Equity Fund
Balanced Fund
U.S. Core Fixed Income Fund
Strategic Global Fixed Income Fund
High Yield Fund
Municipal Bond Fund
Short Duration Fund

WORLD WIDE WEB
- -----------------------------------
Please visit our website at: www.beafunds.com.

FUND AND ACCOUNT INFORMATION
- -----------------------------------
Shareholders and all interested investors may direct
their inquiries and requests for information to the
Funds' information line at 1-800-401-2230.

AUTOMATIC REINVESTMENT PROGRAM
- -----------------------------------
Dividend and capital gain distributions are
automatically reinvested in shares of the same
Fund at the current net asset value.

EXCHANGE PRIVILEGES
- -----------------------------------
Shareholders may sell fund shares and buy shares of other
BEA Institutional Funds in writing. Please refer to the
Prospectus section entitled "Exchange Privilege."

STATEMENTS AND REPORTS
- -----------------------------------
As a shareholder you will receive the following:
* Confirmation Statements - after every transaction
that affects your account balance or account
registration
* Account Statements - quarterly
* Financial Reports - semi-annually

INVESTMENT ADVISER
- -----------------------------------
BEA Associates
One Citicorp Center
153 East 53rd Street
New York, NY 10022

DISTRIBUTOR
- -----------------------------------
Counsellors Securities Inc.
466 Lexington Avenue
New York, NY 10017-3147

ADMINISTRATOR
- -----------------------------------
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809

ADMINISTRATIVE SERVICES AGENT
- -----------------------------------
Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, NY 10017-3147

CUSTODIAN
- -----------------------------------
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109

TRANSFER AGENT
- -----------------------------------
State Street Bank and Trust Co.
225 Franklin Street
Boston, MA 02110

INDEPENDENT ACCOUNTANTS
- -----------------------------------
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103

LEGAL COUNSEL
- -----------------------------------
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107-3496

<PAGE>

B E A
[graphic]
ADVISOR FUNDS

INTERNATIONAL EQUITY FUND

EMERGING MARKETS EQUITY FUND

GLOBAL TELECOMMUNICATIONS FUND

HIGH YIELD FUND

PROSPECTUS - DECEMBER 8, 1997

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Annual Fund Operating Expenses..................................................................................... P-2
Financial Highlights............................................................................................... P-3
The Company........................................................................................................ P-7
Investment Objectives and Policies................................................................................. P-7
Investment Limitations............................................................................................. P-12
Risk Factors....................................................................................................... P-13
Management......................................................................................................... P-15
Expenses........................................................................................................... P-18
How to Purchase Shares............................................................................................. P-18
How to Redeem and Exchange Shares.................................................................................. P-21
Net Asset Value.................................................................................................... P-23
Dividends and Distributions........................................................................................ P-23
Taxes.............................................................................................................. P-23
Multi-Class Structure.............................................................................................. P-25
Description of Shares.............................................................................................. P-25
Other Information.................................................................................................. P-26
</TABLE>

<PAGE>
BEA ADVISOR FUNDS
THE BEA ADVISOR FUNDS CONSIST OF FOUR CLASSES OF COMMON STOCK OF THE RBB FUND,
INC. (THE "COMPANY"), AN OPEN-END MANAGEMENT INVESTMENT COMPANY. SHARES
(COLLECTIVELY, THE "ADVISOR SHARES" OR "SHARES") OF SUCH CLASSES (THE "ADVISOR
CLASSES" OR "CLASSES") ARE OFFERED BY THIS PROSPECTUS AND REPRESENT INTERESTS IN
ONE OF THE FOUR OF THE INVESTMENT PORTFOLIOS OF THE COMPANY DESCRIBED IN THIS
PROSPECTUS (COLLECTIVELY, THE "FUNDS"). THE INVESTMENT OBJECTIVE OF EACH FUND
DESCRIBED IN THIS PROSPECTUS IS AS FOLLOWS:

BEA INTERNATIONAL EQUITY FUND -- seeks to provide long-term
appreciation of capital. The Fund will invest primarily in equity securities
of non-U.S. issuers.

BEA EMERGING MARKETS EQUITY FUND -- seeks to provide long-term
appreciation of capital. The Fund will invest primarily in equity securities
in emerging country markets.

BEA GLOBAL TELECOMMUNICATIONS FUND -- seeks to provide long-term
appreciation of capital. The Fund will invest primarily in equity securities
of telecommunications companies, both foreign and domestic.

There can be, of course, no assurance that a Fund's investment objective
will be achieved. Investments in the Funds involve certain risks. See "Risk
Factors."

The minimum initial investment in a Fund is $2,500 and the minimum
subsequent investment is $250. The minimum initial investment for Individual
Retirement Accounts, Uniform Gifts to Minors and Automatic Investment Plans is
$1,000 and the minimum subsequent investment in each of these plans is $100.

PROSPECTUS DECEMBER 8, 1997
<PAGE>
ANNUAL FUND OPERATING EXPENSES

(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)(1)

<TABLE>
<CAPTION>
BEA
BEA EMERGING BEA
INTERNATIONAL MARKETS GLOBAL BEA
EQUITY EQUITY TELECOMMUNICATIONS HIGH YIELD
FUND FUND FUND FUND
------------- -------- --------------------- -------------
<S> <C> <C> <C> <C>
Management Fees (after waivers)(2)................ .80% .98% .0% .44%
12b-1 Fees........................................ .25% .25% .25% .25%
Other Expenses (after waivers and
reimbursements)(2)............................... .38% .52% 1.40% .27%
--- --- --- ---
Total Fund Operating Expenses (after waivers and
reimbursements)(2)............................... 1.43% 1.75% 1.65% .96%
--- --- --- ---
--- --- --- ---
</TABLE>

- ------------------------------
(1) The annual operating expenses for the Funds are based on actual expenses
incurred for the period ended August 31, 1997.

(2) Before waivers, Management Fees would be 1.00%, 1.00% and .70%, for the BEA
Emerging Markets Equity Fund, the BEA Global Telecommunications Fund and the
BEA High Yield Fund, respectively; Other Expenses would be .48%, .67%, 7.13%
and .52%, for the BEA International Equity Fund, the BEA Emerging Markets
Equity Fund, the BEA Global Telecommunications Fund, and the BEA High Yield
Fund, respectively, and Total Fund Operating Expenses would be 1.53%, 1.92%,
8.38% and 1.47%, respectively.

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

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
BEA International Equity Fund......................................... $ 15 $45 $78 $ 171
BEA Emerging Markets Equity Fund...................................... $ 18 $55 $95 $ 206
BEA Global Telecommunications Fund.................................... $ 17 $52 $90 $ 195
BEA High Yield Fund................................................... $ 10 $31 $53 $ 118
</TABLE>

The Example in this 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 the Funds may pay more than the
maximum front-end sales charges permitted by the National Association of
Securities Dealers, Inc.
This fee table is designed to assist an investor in understanding the various
costs and expenses that an investor in each of the Funds will bear directly or
indirectly. (For more complete descriptions of various costs and expenses, see
"Management" below.) The expense figures in the fee table are based on fees and
costs incurred by the Advisor Class of the Funds during the fiscal period ended
August 31, 1997. The fee table reflects expense reimbursements and voluntary
waivers of Management Fees and Administration Fees. The Adviser and
Administrators are under no obligation with respect to such fee waivers and
reimbursements, however, and there can be no assurance that any future waivers
of Management and Administration Fees (if any) will not vary from the figures
reflected in this fee table. To the extent any service providers assume
additional expenses of any Fund, such assumption of additional expenses will
have the effect of lowering a Fund's overall expense ratio and increasing its
return to investors.

P-2
<PAGE>
FINANCIAL HIGHLIGHTS

The tables below set forth certain information concerning the investment results
of the BEA Advisor Classes representing interests in the BEA International
Equity Fund, the BEA Emerging Markets Equity Fund, the BEA Global
Telecommunications Fund and the BEA High Yield Fund for the periods indicated.
The financial information has been derived from the financial statements
incorporated by reference into the Statement of Additional Information and has
been audited by the Funds' independent accountants, Coopers & Lybrand L.L.P. The
financial information should be read together with these financial statements
and related notes. Further information about the performance of the Funds is
available in the Funds' Annual Report to Shareholders. Both the Statement of
Additional Information and the Annual Report to Shareholders may be obtained
from the BEA Advisor Funds free of charge by calling (800) 401-2230.

BEA ADVISOR FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA INTERNATIONAL
EQUITY FUND
-----------------------
FOR THE PERIOD
NOVEMBER 1, 1996* TO
AUGUST 31, 1997
-----------------------
<S> <C>
Net asset value, beginning of period.............. $ 19.67
------------
Income from investment operations
Net investment income (loss).................. 0.36
Net realized and unrealized gains (losses) on
securities and foreign currency
transactions................................. 2.40
------------
Total from investment operations.............. 2.76
------------
Less Dividends and Distributions
Dividends from net investment income.......... (0.26)
Distributions from capital gains.............. --
------------
Total Dividends and Distributions............. (0.26)
------------
Net asset value, end of period................ $ 22.17
------------
------------
Total return...................................... 14.14%(c)
Ratio/Supplemental Data
Net assets, end of period..................... $147,365
Ratio of expenses to average net assets....... 1.43%(a)(b)
Ratio of net investment income to average net
assets....................................... 1.15%(b)
Portfolio turnover rate....................... 126%
Average commission rate(d).................... $ 0.0039
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees, the
ratios of expenses to average net assets for the BEA International Equity
Fund Advisor Class would have been 1.53% annualized for the period ended
August 31, 1997.
(b) Annualized.
(c) Not annualized.

* Commencement of operations.

P-3
<PAGE>
BEA ADVISOR FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA EMERGING MARKETS
EQUITY FUND
------------------------
FOR THE PERIOD
NOVEMBER 1, 1996* TO
AUGUST 31, 1997
------------------------
<S> <C>
Net asset value, beginning of period.............. $ 18.08
-------------
Income from investment operations
Net investment income......................... 0.18
Net realized and unrealized gains on
securities and foreign currency
transactions................................. 1.40
-------------
Total from investment operations.............. 1.58
-------------
Less Dividends and Distributions
Dividends from net investment income.......... (0.06)
Distributions from capital gains.............. --
-------------
Total Dividends and Distributions............. (0.06)
-------------
Net asset value, end of period................ $ 19.60
-------------
-------------
Total return...................................... 8.76%(c)
Ratio/Supplemental Data
Net assets, end of period..................... $ 3,586
Ratio of expenses to average net assets....... 1.75%(a)(b)
Ratio of net investment income to average net
assets....................................... 0.88%(b)
Portfolio turnover rate....................... 147%
Average commission rate(d).................... $0.0004
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees, the
ratios of expenses to average net assets for the BEA Emerging Markets Equity
Fund Advisor Class would have been 1.92% annualized for the period ended
August 31, 1997.
(b) Annualized.
(c) Not annualized.

* Commencement of operations.

P-4
<PAGE>
BEA ADVISOR FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA GLOBAL
TELECOMMUNICATIONS FUND
------------------------
FOR THE PERIOD
DECEMBER 4, 1996* TO
AUGUST 31, 1997
------------------------
<S> <C>
Net asset value, beginning of period.............. $ 15.00
------------
Income from investment operations
Net investment income......................... 0.02
Net realized and unrealized gains on
securities and foreign currency
transactions................................. 2.28
------------
Total from investment operations.............. 2.30
------------
Less Dividends and Distributions
Dividends from net investment income.......... --
Distributions from capital gains.............. --
------------
Total Dividends and Distributions............. --
------------
Net asset value, end of period................ $ 17.30
------------
------------
Total return...................................... 15.33%(c)
Ratio/Supplemental Data
Net assets, end of period..................... $569,472
Ratio of expenses to average net assets....... 1.65%(a)(b)
Ratio of net investment income to average net
assets....................................... 0.16%(b)
Portfolio turnover rate....................... 43%(c)
Average commission rate(d).................... $ 0.0035
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees, and
without the reimbursement of operating expenses the ratios of expenses to
average net assets for the BEA Global Telecommunications Fund Advisor Class
would have been 8.38% annualized for the period ended August 31, 1997.
(b) Annualized.
(c) Not annualized.
(d) Computed by dividing the total amount of brokerage commissions paid by the
total shares of investment securities purchased and sold during the period
for which commissions were charged, as required by the SEC for fiscal years
beginning after September 1, 1995.
* Commencement of operations.

P-5
<PAGE>
BEA ADVISOR FUNDS OF
THE RBB FUND, INC.
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
BEA HIGH YIELD FUND
------------------------
FOR THE PERIOD
NOVEMBER 1, 1996* TO
AUGUST 31, 1997
------------------------
<S> <C>
Net asset value, beginning of period.............. $ 16.21
------------
Income from investment operations
Net investment income......................... 0.93
Net realized and unrealized gains on
securities and foreign currency
transactions................................. 0.87
------------
Total from investment operations.............. 1.80
------------
Less Dividends and Distributions
Dividends from net investment income.......... (0.93)
Distributions from capital gains.............. --
------------
Total Dividends and Distributions............. (0.93)
------------
Net asset value, end of period................ $ 17.08
------------
------------
Total return...................................... 11.49%(c)
Ratio/Supplemental Data
Net assets, end of period..................... $86,375
Ratio of expenses to average net assets....... 0.96%(a)(b)
Ratio of net investment income (loss) to
average net assets........................... 8.13%(b)
Portfolio turnover rate....................... 84%(c)
</TABLE>

(a) Without the voluntary waiver of advisory fees and administration fees, the
ratios of expenses to average net assets for the BEA High Yield Fund Advisor
Class would have been 1.47% annualized for the period ended August 31, 1997.
(b) Annualized.
(c) Not annualized.

* Commencement of operations.

P-6
<PAGE>

BEA ADVISOR FUNDS

- ----------------------------------------------
THE COMPANY
The Company is an open-end management investment company that currently operates
or proposes to operate twenty-two separate investment portfolios. Each of the
BEA Advisor Funds represents an interest in a separate portfolio. Each Fund is
non-diversified. The Company was incorporated in Maryland on February 29, 1988.
The Funds are designed primarily for individual investors and are available
through financial intermediaries, including broker-dealers, investment advisers,
financial planners, banks and insurance companies. Investment professionals such
as those listed above may purchase Shares for discretionary or non-discretionary
accounts maintained by individuals.
- ----------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES

BEA INTERNATIONAL EQUITY FUND

Under normal market conditions, the Fund will invest a minimum of 80% of its
total assets in equity securities of non-U.S. issuers. Such equity securities
may include common stock and preferred stock (including convertible preferred
stock); bonds, notes and debentures convertible into common or preferred stock;
stock purchase warrants and rights; equity interests in trusts and partnerships;
and depositary receipts of companies.

The Fund may invest up to 20% of its total assets in debt securities issued by
U.S. or foreign governments or corporations, although it

P-7
<PAGE>
does not currently intend to invest more than 5% of its net assets in debt
securities. The Fund has no limitation on the maturity or the credit quality of
the debt securities in which it invests, which may include lower-rated debt
securities. See "Risk Factors -- Lower-Rated Securities."
BEA EMERGING MARKETS EQUITY FUND

The Fund normally will not select portfolio securities on the basis of their
dividend or income potential unless BEA believes the income will contribute to
the securities' capital appreciation potential.
An equity security of an issuer in an Emerging Market is defined as common stock
and preferred stock (including convertible preferred stock); bonds, notes and
debentures convertible into common or preferred stock; stock purchase warrants
and rights; equity interests in trusts and partnerships; and depositary receipts
of companies: (i) the principal securities trading market for which is in an
Emerging Market; (ii) whose principal trading market is in any country, provided
that, alone or on a consolidated basis, they derive 50% or more of their annual
revenue from either goods produced, sales made or services performed in Emerging
Markets; or (iii) that are organized under the laws of, and with a principal
office in, an Emerging Market. Determinations as to eligibility will be made by
BEA based on publicly available information and inquiries made to the companies.

The BEA Global Telecommunications Fund's investment objective is long-term
capital appreciation by investing primarily in equity securities of
telecommunications companies, both foreign and domestic. It is the policy of the
Fund under normal market conditions to invest not less than 65% of its total
assets in equity securities (including common and preferred stocks, convertible
securities and warrants to acquire such equity securities) of telecommunications
companies. The Fund will invest in convertible securities based on their
underlying equity

P-8
<PAGE>
characteristics without regard to the credit rating of such securities. Such
convertible securities may include lower-quality high yielding securities. See
"Risk Factors -- Lower Rated Securities." As a Fund investing in global markets,
at least 65% of the Fund's investments will be made in at least three different
countries.
The Fund considers telecommunications companies to be those which are engaged
primarily in designing, developing, operating, financing, manufacturing or
providing the following activities, products and services: communications
equipment and services (including equipment and services for both data and voice
transmission); electronic components and equipment; broadcast (including
television and radio, satellite, microwave and cable television); computer
equipment, mobile communications and cellular radio and paging; electronic mail;
local and wide area networking and linkage of word and data processing systems;
publishing and information systems; video and telex; and emerging technologies
combining telephone, television and/or computer systems (collectively, "telecom-
munications activities"). A "telecommunications company" is an entity in which
(i) at least 50% of either its revenue or earnings was derived from
telecommunications activities, or (ii) at least 50% of its assets was devoted to
telecommunications activities based on the company's most recent fiscal year.
The remainder of the assets of the BEA Global Telecommunications Fund may be
invested in equity or non-equity securities issued by companies that are not
primarily engaged in telecommunications activities.
Because the Fund will concentrate its investments in the telecommunications
industry, its investments may be subject to greater risk and market fluctuation
than a fund that has securities representing a broader range of investment
alternatives.

Telecommunications industries may be subject to greater governmental regulation
than many other industries and changes in governmental policies and the need for
regulatory approvals may have a material effect on the products and services of
this industry. Telephone operating companies in the United States, for example,
are subject to both federal and state regulation affecting permitted rates of
return and the kinds of services that may be offered.

BEA HIGH YIELD FUND

The BEA High Yield Fund seeks to provide high total return by investing
primarily in high yield fixed income securities issued by corporations,
governments and agencies, both U.S. and foreign. Under normal market conditions,
the Fund will invest a minimum of 65% of its total assets in such high yield
fixed income securities, with the remainder invested in fixed income securities
which may have equity characteristics, such as convertible bonds. The Fund may
also invest in equity securities, warrants and options. The Fund is not limited
in the extent to which it can invest in securities rated below investment-grade
by recognized rating agencies or in comparable unrated securities. See "Risk
Factors -- Lower-Rated Securities." The portion of the Fund's assets invested in
various countries will vary from time to time depending on BEA's assessment of
market opportunities.

The value of the securities held by the Fund, and thus the net asset value of
the shares of the Fund, generally will vary inversely in relation to changes in
prevailing interest rates. Also, the value of such securities may be affected by
changes in real or perceived creditworthiness of the issuers. The Fund may
purchase debt securities of any maturity and the average

P-9
<PAGE>
maturity of the Fund's assets will vary based upon BEA's assessment of economic
and market conditions.
COMMON INVESTMENT POLICIES -- ALL FUNDS
This section describes certain investment policies that are common to each Fund.
These policies are described in more detail in the Statement of Additional
Information.
TEMPORARY INVESTMENTS. For defensive purposes or during temporary periods
in which BEA believes changes in economic, financial or political conditions
make it advisable, each Fund may reduce its holdings in equity and other
securities and invest up to 100% of its assets in cash or certain short-term
(less than twelve months to maturity) and medium-term (not greater than five
years to maturity) interest-bearing instruments or deposits of United States and
foreign issuers. Such investments may include, but are not limited to,
commercial paper, certificates of deposit, variable or floating rate notes,
bankers' acceptances, time deposits, government securities and money market
deposit accounts. See Statement of Additional Information, "Common Investment
Policies -- Temporary Investments." To the extent permitted by their investment
objectives and policies, the Funds may hold cash or cash equivalents pending
investment.
BORROWING. A Fund may borrow up to 33 1/3 percent of its total assets
without obtaining shareholder approval. The Adviser intends to borrow, or to
engage in reverse repurchase agreements or dollar roll transactions, only for
temporary or emergency purposes. See Statement of Additional Information,
"Common Investment Policies -- All Funds -- Reverse Repurchase Agreements" and
"-- Borrowing."

P-10
<PAGE>
portfolio turnover rates for the Advisor Classes of the Funds are set forth
above under "Financial Highlights." Portfolio turnover may vary greatly from
year to year as well as within a particular year. High portfolio turnover rates
(100% or more) will generally result in higher transaction costs to a Fund and
may result in the realization of short-term capital gains that are taxable to
shareholders as ordinary income. The amount of portfolio activity will not be a
limiting factor when making portfolio decisions. The portfolio turnover rates
for the Funds are set forth above under "Financial Highlights." See the
Statement of Additional Information, "Portfolio Transactions" and "Taxes."
FOREIGN CURRENCY TRANSACTIONS. BEA may seek to hedge against a decline in
value of a Fund's non-dollar denominated portfolio securities resulting from
currency devaluations or fluctuations. Unless the Funds engage in currency
hedging transactions, they will be subject to the risk of changes in relation to
the U.S. dollar of the value of the foreign currencies in which their assets are
denominated. These Funds may also seek to protect, during the period prior to
its remittance, the value of the amount of interest, dividends and net realized
capital gains received or to be received in a local currency that it intends to
remit out of a foreign country by investing in high-quality short-term U.S.
dollar-denominated debt securities of such country and/or participating in the
forward currency market for the purchase of U.S. dollars in the country. There
can be no guarantee that suitable U.S. dollar-denominated investments will be
available at the time BEA wishes to use them to hedge amounts to be remitted.
The Funds may also enter into contracts to purchase and sell forward foreign
currency exchange contracts to seek to enhance total return. To the extent that
such contracts are entered into for this purpose they are considered
speculative. If a Fund enters into such a contract for any purpose, the Fund
will be required to place cash or liquid assets in a segregated account with the
Company's custodian in an amount equal to the value of the Fund's total assets
committed to the consummation of the contract. The Funds will not invest more
than 10% of their respective total assets in such contracts for the purpose of
enhancing total return. There is no limit on the amount of assets that the Funds
may invest in such transactions for hedging purposes.

MORTGAGE-RELATED PASS-THROUGHS AND DERIVATIVES. The Funds may invest in
mortgage-related securities. Purchasable mortgage-related securities are
represented by pools of mortgage loans assembled for sale to investors by
various governmental agencies such as the Government National Mortgage
Association and government-related organizations such as the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation, as well as
by private issuers such as commercial investment banks, savings and loan
institutions, mortgage bankers and private mortgage insurance companies. As with
other interest-bearing securities, the prices of such securities are inversely
affected by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise, the converse is
not necessarily true because in periods of declining interest rates mortgages
underlying

P-11
<PAGE>
securities are prone to prepayment. For this and other reasons, a
mortgage-related security's stated maturity may be shortened by an unscheduled
prepayment on underlying mortgages and, therefore, it is not possible to predict
accurately the security's return to these Funds.
Mortgage-related securities acquired by these Funds may include collateralized
mortgage obligations ("CMOs") issued by FNMA, FHLMC or other U.S. Government
agencies or instrumentalities, as well as by private issuers. These securities
may be considered mortgage derivatives. CMOs provide an investor with a
specified interest in the cash flow of a pool of underlying mortgages or other
mortgage-related securities.

Asset-backed securities may involve certain risks arising primarily from the
nature of the underlying assets (i.e., credit card and automobile loan
receivables as opposed to real estate mortgages). For example, credit card
receivables are generally unsecured and may require the repossession of personal
property upon the default of the debtor which may be difficult or impracticable
in some cases. Asset-backed securities are considered an industry for industry
concentration purposes, and the Funds will therefore not purchase any
asset-backed securities which would cause 25% or more of a Fund's total assets
at the time of purchase to be invested in asset-backed securities.
CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt or the
dividend paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged. Before conversion, convertible securities have
characteristics similar to nonconvertible debt securities in that they
ordinarily provide a stable stream of income with generally higher yields than
those of common stocks of the same or similar issuers. The Funds will invest in
convertible securities without regard to their credit ratings. See "Risk Factors
- -- Lower Rated Securities" below.

The Statement of Additional Information contains additional investment policies
and strategies of the Funds.
- ----------------------------------------------

INVESTMENT LIMITATIONS

Each Fund may not:

P-12
<PAGE>
in amounts not in excess of one-third of the value of the Fund's total
assets at the time of such borrowing.
Each 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.
Any investment policy or limitation which involves a maximum or minimum
percentage of securities or assets shall not be considered to be violated unless
an excess over or a deficiency under the percentage occurs immediately after,
and is caused by, an acquisition or disposition of securities or utilization of
assets by a Fund.
- ----------------------------------------------
RISK FACTORS
FOREIGN SECURITIES. Investing in the securities of non-U.S. issuers
involves opportunities and risks that are different from investing in the
securities of U.S. issuers. The risks associated with investing in securities of
non-U.S. issuers are generally heightened for investments in securities of
issuers in Emerging Markets.
Because foreign securities generally are denominated and pay dividends or
interest in foreign currencies, and the Funds 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 Funds' assets as measured in U.S.
dollars may be affected favorably or unfavorably by changes in exchange rates.
In addition, investors should realize that the value of the Funds' investments
may be adversely affected by changes in political or social conditions,
diplomatic relations, confiscatory taxation, expropriation, limitation on the
removal of funds or assets, or imposition of (or change in) exchange control
regulations in those foreign nations. In addition, changes in government
administrations or economic or monetary policies in the U.S. or abroad could
result in appreciation or depreciation of portfolio securities and could
favorably or adversely affect the Funds' operations. Furthermore, the economies
of individual foreign nations may differ from that of the United States, whether
favorably or unfavorably, in areas such as growth of gross national product,
rate of inflation, capital reinvestment, resource self-sufficiency and balance
of payments position. Any foreign investments made by the Funds must be made in
compliance with U.S. and foreign currency restrictions and tax laws restricting
the amounts and types of foreign investments.

In general, less information is publicly available with respect to foreign
issuers than is available with respect to U.S. companies. Most foreign companies
are also not subject to the uniform accounting and financial reporting
requirements applicable to issuers in the United States. The Funds' foreign
investments may be less liquid and their prices may be more volatile than
comparable investments in securities in U.S. companies. Expenses relating to
foreign investments are generally higher than those relating to domestic
securities. In addition, there is generally less government supervision and
regulation of securities exchanges, brokers and issuers in foreign countries
than in the United States.

P-13
<PAGE>
will default on its obligations. Since these contracts are not guaranteed by an
exchange or clearinghouse, a default on the contract would deprive a Fund of
unrealized profits, transaction costs or the benefits of a currency hedge or
force a Fund to cover its purchase or sale commitments, if any, at the current
market price. A Fund will not enter into forward foreign currency exchange
contracts unless the credit quality of the unsecured senior debt or the
claims-paying ability of the counterparty is considered to be investment grade
by BEA.
LOWER-RATED SECURITIES. The widespread expansion of government, consumer
and corporate debt within the economy has made the corporate sector, especially
cyclically sensitive industries, more vulnerable to economic downturns or
increased interest rates. Because lower-rated debt securities involve issuers
with weaker credit fundamentals (such as debt-to-equity ratios, interest charge
coverage, earnings history and the like), an economic downturn, or increases in
interest rates, could severely disrupt the market for lower-rated debt
securities and adversely affect the value of outstanding debt securities and the
ability of the issuers to repay principal and interest.

In addition, to the extent that there is no established retail secondary market,
there may be thin trading of lower-rated debt securities, which may have an
impact on BEA's ability both to value accurately lower-rated debt securities and
the Fund's assets, and to dispose of the debt securities. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may decrease
the value and liquidity of lower-rated debt securities, especially in a thinly
traded market.

P-14
<PAGE>
sold, might be sold at a price less than its cost. Conversely, if interest rates
have declined from the time such a security was purchased, such security, if
sold, might be sold at a price greater than its cost. Also, the value of such
securities may be affected by changes in real or perceived creditworthiness of
the issuers. Thus, if creditworthiness is enhanced, the price may rise.
Conversely, if creditworthiness declines, the price may decline. A Fund is not
restricted to any maximum or minimum time to maturity in purchasing portfolio
securities, and the average maturity of the Fund's assets will vary based upon
BEA's assessment of economic and market conditions.
GENERAL. Investment methods described in this Prospectus are among those
which the Funds have the power to utilize. 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 the Company and each Fund are managed under the
direction of the Company's Board of Directors.
INVESTMENT ADVISER

BEA is a diversified investment adviser, managing global equity, fixed income
and derivative securities accounts for corporate pension and profit-sharing
plans, state pension funds, union funds, endowments and other charitable
institutions. As of September 30, 1997, BEA managed approximately $34.6 billion
in assets. BEA currently acts as investment adviser for eleven other investment
companies registered under the 1940 Act, and as sub-adviser to certain
portfolios of twelve other registered investment companies.

BEA will select investments for each of the Funds and will place purchase and
sale orders on behalf of each of the Funds. The Funds may use affiliates of
Credit Suisse Group in connection with the purchase or sale of securities in
accordance with the rules or exemptive orders adopted by the Securities and
Exchange Commission (the "SEC") when BEA believes that the charge for the
transaction does not exceed usual and customary levels.

P-15
<PAGE>

to 1992, he was a director of Kleinwort Benson International Investment in
London and was a portfolio manager with Lorithan Regional Council, a public
pension plan sponsor in Scotland. Mr. Bleiberg has been engaged as an investment
professional with BEA for more than five years. Ms. Boland joined BEA in 1996,
prior to which time she was a director and portfolio manager for Barran &
Partners Limited where she managed a hedge fund invested in European equities.
Prior to 1995, she was a partner and European portfolio manager for Teton
Partners. Ms. Alejos joined BEA in 1997, prior to which time she was a Vice
President and an emerging markets portfolio manager with Bankers Trust. Prior to
1993, she was a research analyst at G.T. Capital Management where she focused on
Latin American equities. Mr. Hrabchak joined BEA in 1997, prior to which time he
was a senior portfolio manager at Merrill Lynch Asset Management in Hong Kong,
where he chaired the Asia Pacific Investment Strategy Committee and managed
institutional portfolios. Prior to 1995, he was an associate in investment
banking at Salomon Brothers.

The day-to-day portfolio management of the BEA Global Telecommunications Fund is
the responsibility of the BEA Global Telecommunications Management Team. The
Team consists of the following investment professionals: William P. Sterling
(Executive Director), Richard Watt (Managing Director), James Abate (Senior Vice
President), Steven D. Bleiberg (Senior Vice President), Stephen Waite (Vice
President), Emily Alejos (Vice President) and Robert Hrabchak (Vice President).
Mr. Abate joined BEA in 1995; previously, he was a Managing Director for Vert
Independent Capital Research. Prior to joining Vert, Mr. Abate was a Manager in
Price Waterhouse's Valuation/Corporate Finance Group. Mr. Waite joined BEA in
1995, prior to which he was Vice President and Senior European Economist for
Merrill Lynch & Company in London.

The day-to-day portfolio management of the BEA High Yield Fund is the
responsibility of the BEA High Yield Management Team. The Team consists of the
following investment professionals: Richard Lindquist (Executive Director),
Misia Dudley (Senior Vice President), Marianne Rossi (Senior Vice President),
John Tobin (Senior Vice President) and Mary Ann Thomas (Vice President). Mr.
Lindquist, Ms. Dudley, Ms. Rossi and Mr. Tobin joined BEA in 1995 as a result of
BEA's acquisition of CS First Boston Investment Management. Prior to joining CS
First Boston, Mr. Lindquist and Ms. Rossi were with Prudential Insurance Company
of America. Prior to joining CS First Boston, Ms. Dudley was with Stockbridge
Partners, and prior to that had spent five years with E.F. Hutton. Prior to
joining CS First Boston, Mr. Tobin managed portfolios for Integrated Resources
and prior to that was Vice President and industry analyst with Bankers Trust
Company. Ms. Thomas joined BEA in 1997, prior to which time she was a Vice
President and High Yield Bond Analyst in the Capital Management Group of the
Prudential Insurance Company of America where she specialized in analyzing high
yield bonds for insurance funds. Prior to 1994, she was an equity analyst at
Lieber and Company; prior to 1993, she was an equity analyst at Steinhardt
Partners.

For the advisory services provided and expenses assumed by it, BEA is entitled
to receive a fee from the BEA International Equity Fund, the BEA Emerging
Markets Equity Fund, the BEA Global Telecommunications Fund and the BEA High
Yield Fund computed at an annual rate of .80%, 1.00%, 1.00% and .70%,
respectively, of average daily net assets, computed daily and payable quarterly.

P-16
<PAGE>
BEA may, at its discretion from time to time agree to waive voluntarily all or
any portion of its advisory fee for any Fund.

For the fiscal year ended August 31, 1997, the Company paid BEA investment
advisory fees, on an annualized basis, with respect to the BEA International
Equity, the BEA Emerging Markets Equity, BEA Global Telecommunications and the
BEA High Yield Funds of .80%, .98%, 0% and .44%, respectively, of the average
net assets of the respective Funds, and BEA waived advisory fees of
approximately 0%, .02%, 1.00% and .26%, respectively, of the average net assets
of each such Fund.

BEA may assume additional expenses of a Fund from time to time. In certain
circumstances, BEA 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 increasing
a Fund's expense ratio and of decreasing return to investors.
The Advisory Agreements provide that BEA shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company in connection
with the matters to which the Advisory Agreements relate and shall be
indemnified for any losses and claims in connection with any claim relating
thereto, except liability resulting from willful misfeasance, bad faith or gross
negligence on BEA's part in the performance of its duties or from reckless
disregard of its obligations and duties under the Advisory Agreements.
CO-ADMINISTRATORS
PFPC Inc. ("PFPC"), an indirect, wholly-owned subsidiary of PNC Bank Corp.,
serves as co-administrator for the Advisor Class of the Funds. As
co-administrator, PFPC will provide various services to the Advisor Class of the
Funds, including determining the net asset value of the Advisor Class of each
Fund, providing all accounting services for the Class and generally assisting in
all aspects of the operations of the Advisor Class of each Fund. As compensation
for administrative services, the Funds will pay PFPC a fee calculated at the
annual rate of .125% of the average daily net assets of the Advisor Class of
each Fund. PFPC has its principal offices at 400 Bellevue Parkway, Wilmington,
Delaware 19809.

The Company employs BEA as co-administrator. As co-administrator, BEA generally
assists the Advisor Class of each of the Funds in all aspects of their
administration and shareholder servicing. As compensation, the Company pays to
BEA a fee calculated at an annual rate of .05% of the average daily net assets
of the Advisor Class of each Fund for assets up to $125 million, and .10%
thereafter.

DISTRIBUTOR
Counsellors Securities Inc. ("Counsellors Securities"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., serves as the Company's
distributor. Counsellors Securities' principal business address is 466 Lexington
Avenue, New York, New York 10017-3147. Counsellors Securities receives a fee at
an annual rate equal to .25% of the Fund's average daily net assets for
distribution services, pursuant to a distribution agreement between Counsellors
Securities and the Company in accordance with a distribution plan (the "12b-1
Plan") adopted by the Company pursuant to Rule 12b-1 under the 1940 Act. Amounts
paid to Counsellors Securities under the Company's 12b-1 Plan may be used by
Counsellors Securities to cover expenses that are related to (i) the
distribution of Advisor Shares of the Funds, (ii) ongoing servicing and/or
maintenance of the accounts of shareholders of the Fund, and (iii) sub-transfer
agency services, subaccounting services or administrative services related to
the

P-17
<PAGE>
sale of the Advisor Shares of the Funds, all as set forth in the Company's 12b-1
Plan. Payments under the 12b-1 Plan are not tied exclusively to the expenses
actually incurred. Counsellors Securities may delegate some or all of these
functions to a Service Organization. See "How to Purchase Shares -- Purchases
Through Intermediaries."
BEA, Counsellors Securities or an affiliate of either may, at its own expense,
provide promotional incentives for qualified recipients who support the sale of
Shares of a Fund, consisting of securities dealers who have sold Fund 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 Funds. BEA, Counsellors Securities or an affiliate of
either may pay for travel, meals and lodging 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 the Fund's Shares.
TRANSFER AGENT
State Street Bank and Trust Company ("State Street") acts as transfer agent for
the Funds. It has delegated to Boston Financial Data Services, Inc. ("BFDS"), a
50% owned subsidiary, responsibility for most transfer agent servicing
functions. State Street's principal address is 225 Franklin Street, Boston, MA
02110 and BFDS's principal address is 2 Heritage Drive, Quincy, MA 02171,
telephone number (800) 401-2230.
CUSTODIAN
Brown Brothers Harriman & Co. serves as custodian for all of the Funds. The 1940
Act and the rules and regulations adopted thereunder permit a Fund to maintain
its securities and cash in the custody of certain eligible banks and securities
depositories. In compliance with such rules and regulations, a Fund's portfolio
of securities and cash, when invested in securities of foreign issuers, may be
held by eligible foreign subcustodians appointed by the custodian.
- ----------------------------------------------

EXPENSES

The expenses of each Fund are deducted from its total income before dividends
are paid. Any general expenses of the Company that are not readily identifiable
as belonging to a particular investment portfolio of the Company will be
allocated among all investment portfolios of the Company based upon the relative
net assets of the investment portfolios. The Advisor Class of the Funds pays its
own administration fees, and may pay a different share than the other classes 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 expenses for each Fund are set forth in the tables entitled "Annual Fund
Operating Expenses," above.
- ----------------------------------------------

HOW TO PURCHASE SHARES

Shares representing interests in the Funds are offered continuously for sale by
the Distributor and may be purchased without imposition of a sales charge
through the BEA Advisor Funds. Shares of a Fund may be purchased either by mail
or, with special advance instructions, by wire.

P-18
<PAGE>
BY MAIL
If an investor desires to purchase Shares by mail, a check or money order made
payable to the "BEA Advisor Funds" (in U.S. currency) should be sent along with
the completed account application to the "BEA Advisor Funds" at the address set
forth below. Checks payable to the investor and endorsed to the order of the
"BEA Advisor Funds" will not be accepted as payment and will be returned to
sender. If payment is received by check in proper form on or before the close of
regular trading on the New York Stock Exchange, Inc. ("NYSE") (generally 4:00
p.m. Eastern Time) on a day that a Fund calculates its net asset value (a
"Business Day") the purchase will be made at the Fund's net asset value
calculated at the end of that day. If payment is received after the close of
regular trading on the NYSE, the purchase will be effected at the Fund's net
asset value determined for the next Business Day after payment has been
received. Checks or money orders that are not in proper form or that are not
accompanied or preceded by a completed application will be returned to sender.
Shares purchased by check are entitled to receive dividends and distributions
beginning on the day after payment has been received. Checks should be made
payable to the "BEA Advisor Funds" accompanied by a breakdown of amounts to be
invested in each Fund. If a check used for purchase does not clear, the Funds
will cancel the purchase and the investor may be liable for losses or fees
incurred. For a description of the manner of calculating a Fund's net asset
value, see "Net Asset Value" below.
SEND TO:
BEA ADVISOR FUNDS
P.O. Box 8500
Boston, MA 02266-8500
OVERNIGHT TO:
BFDS
ATTN: BEA ADVISOR FUNDS
2 Heritage Drive
North Quincy, MA 02171

BY WIRE

Investors may also purchase Shares by wiring funds from their banks. Telephone
orders will not be accepted until a completed account application in proper form
has been received and an account number has been established. After telephoning
(800) 401-2230 for instructions, an investor should then wire Federal Funds to
the BEA Advisor Funds , c/o BFDS using the following wire address:

State Street Bank & Trust Company
ABA# 0110 000 28
ATTN: Mutual Fund/Custody Dept.
[BEA Advisor Fund Name]
DDA# 9905-227-6
For Further Credit: [ACCOUNT NUMBER AND REGISTRATION]

If a telephone order is received by the close of regular trading on the NYSE AND
payment by wire is received on the same day in proper form (in accordance with
instructions stated above), the Shares will be priced according to the net asset
value of the Fund on that day and are entitled to dividends and distributions
beginning on that day. If payment by wire is received in proper form by the
close of the NYSE without a prior telephone order, the Shares will be priced
according to the net asset value of the Fund on that day and are entitled to
dividends and distributions beginning on that day. However, if a wire received
in proper form is not preceded by a telephone order AND is received after the
close of regular trading on the NYSE, the payment will be held uninvested until
the order is effected at the close of business on the

P-19
<PAGE>
next Business Day. Payment for orders that are not accepted will be returned to
the prospective investor after prompt inquiry. If a telephone order is placed
and payment by wire is not received on the same day, the Fund will cancel the
purchase and the investor may be liable for losses or fees incurred.
Shares of a Fund are sold without a sales charge. The minimum initial investment
in a Fund is $2,500 and minimum subsequent investments must be $250, except that
subsequent minimum investments can be as low as $100 under the Automatic
Investment Plan, Uniform Gifts to Minors Act and through Individual Retirement
Accounts described below. The Funds reserve the right to change the initial and
subsequent minimum investment requirements at any time.
After an investor has made his initial investment, additional Shares may be
purchased at any time by mail or by wire in the manner outlined above. Wire
payments for initial and subsequent investments should clearly indicate the
investor's account number and the name in which Shares are being purchased. Each
Fund reserves the right to suspend the offering of Shares for a period of time
or to reject any specific purchase order. In the interest of economy and
convenience, physical certificates representing Shares in a Fund are not
normally issued.
PURCHASE THROUGH INTERMEDIARIES
The Funds understand that some broker-dealers (other than Counsellors
Securities), financial institutions, securities dealers and other industry
professionals ("Service Agents") impose certain conditions on their clients that
invest in the Funds, which are in addition to or different from those described
in this Prospectus, and, to the extent permitted by applicable regulatory
authority, may charge their clients direct fees. Certain features of the Funds,
such as the minimum initial or subsequent investments, redemption fees and
certain trading restrictions may be modified or waived by Service Agents, and
administrative charges or other direct fees may be imposed for the services
rendered, which charges or fees would not be imposed if Fund Shares were
purchased directly from the Funds. Therefore, a client or customer should
contact the Service Agent acting on his behalf concerning the fees (if any)
charged in connection with a purchase or redemption of a Fund's shares and
should read this Prospectus in light of the terms governing his accounts with
Service Agents. Service Agents or, if applicable, their designees, will be
responsible for promptly transmitting client or customer purchase and redemption
orders to the Funds in accordance with their agreements with clients or
customers. Service Agents, or, if applicable, their designees that have entered
into agreements with a 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 Agents could be held liable for resulting fees or losses.

A Fund will be deemed to have received a purchase or redemption order when a
Service Agent, or, if applicable, its authorized designee, receives a purchase
or redemption order in good order. Orders received by a Fund in proper form will
be priced at the Fund's net asset value next computed after they are accepted by
the Service Agent or its authorized designee.

P-20
<PAGE>
Fee") of the average annual value of accounts with the Funds maintained by such
Service Agent or recordkeepers. A portion of the Service Fee may be borne by the
Funds as a transfer agency fee. The Service Fee payable to any one Service Agent
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 Agent or recordkeeper.
AUTOMATIC INVESTMENT PLAN
Additional investments in Shares may be made automatically on a periodic basis
by authorizing the BEA Advisor Funds to withdraw funds from your bank account
through an Automatic Investment Plan. Investors desiring to participate in an
Automatic Investment Plan should call the BEA Advisor Funds, at (800) 401-2230
to obtain the appropriate forms, or complete the appropriate section of the
Application included with this Prospectus. The minimum initial investment for an
Automatic Investment Plan is $1,000, with minimum monthly payments of $100.
RETIREMENT PLANS AND UGMA/UTMA ACCOUNTS
Shares may be purchased in conjunction with Individual Retirement Accounts
("IRAs"), rollover IRAs, pension, profit-sharing or other employer benefit
plans, and under the Uniform Gifts to Minors Act ("UGMA") or Uniform Transfers
to Minors Act ("UTMA"). The minimum initial investment in conjunction with such
accounts is $1,000, and the minimum subsequent investment is $100. For further
information as to applications and annual fees, please contact the BEA Advisor
Funds. To determine whether the benefits of an IRA and other plans and UGMA and
UTMA accounts are available and/or appropriate, a shareholder should consult
with a tax adviser.
- ----------------------------------------------
HOW TO REDEEM AND EXCHANGE SHARES
An investor of a Fund may redeem (sell) his Shares on any day that the Fund's
net asset value is calculated (see "Net Asset Value" below).

REDEMPTION IN WRITING

Shareholders may redeem for cash some or all of their Fund Shares at any time.
To do so, a written request in proper form must be sent directly to the BEA
Advisor Funds c/o BFDS, P.O. Box 8500, Boston, MA 02266-8500. The redemption
price is the net asset value per share next determined after the initial receipt
of proper notice of a redemption. The value of Shares at the time of redemption
may be more or less than the shareholders' cost depending on the market value of
the securities held by the Fund at the time.

A request for redemption must be signed by all persons in whose names the Shares
are registered or by an authorized party, such as an agent or investment adviser
to the Shareholder. Signatures must conform exactly to the account registration.
Generally, a properly signed written request is all that is required for a
redemption. In some cases, however, other documents may be necessary. Additional
documentary evidence of authority is also required by the BEA Advisor Funds in
the event redemption is requested by a corporation, partnership, trust,
fiduciary, executor or administrator.

PAYMENT OF REDEMPTION PROCEEDS

Payment of the Redemption Price for Shares redeemed will be made by wire or by
check mailed within seven days after acceptance by the BEA Advisor Funds c/o
BFDS, of the request and any other necessary documents in

P-21
<PAGE>
proper order. Such payment may be postponed or the right of redemption suspended
as provided by 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 from the date of purchase, pending
a determination that the check has cleared.
INVOLUNTARY REDEMPTION
The Company reserves the right to redeem an account in any Fund of a shareholder
at any time the net asset value of the account in such Fund falls below $500 as
the result of a redemption request. Shareholders will be notified in writing
that the value of their account in a Fund is less than $500 and will be allowed
30 days to make additional investments before the redemption is processed.
REDEMPTION IN-KIND
The Company reserves the right, at its discretion, to honor any request for
redemption of a Fund's shares by making payment in whole or in part in
securities chosen by the Company and valued in the same way as they would be
valued for purposes of computing a Fund's net asset value. If payment is made in
securities, a shareholder may incur transaction costs in converting these
securities into cash after they have redeemed their Shares. The Company has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that a Fund
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
Fund. Redeeming shareholders will be required to bear certain administrative or
custodial costs in effecting redemptions in-kind.
EXCHANGE PRIVILEGE
An individual or Service Agent may exchange Advisor Shares of a Fund for Advisor
Shares of any other BEA Advisor Fund at such Fund's respective net asset values.
Exchanges will be effected in the manner described under "Redemption of Shares"
above. If an exchange request is received by BEA Advisor Funds prior to the
close of regular trading on the NYSE, the exchange will be made at each Fund's
net asset value determined on the same Business Day. The exchange privilege may
be modified or terminated at any time upon 60 days' notice to shareholders.

The exchange privilege is available to shareholders residing in any state in
which the Advisor Shares being acquired may legally be sold. When a shareholder
effects an exchange of Shares, the exchange is treated for federal income tax
purposes as a redemption. Therefore, the shareholder may realize a taxable gain
or loss in connection with the exchange. For further information regarding the
exchange privilege, the shareholder should contact the BEA Advisor Funds at
(800) 401-2230.

If the exchanging shareholder does not currently own shares of the Fund whose
shares are being acquired, a new account will be established with the same
registration, dividend and capital gain options and authorized dealer of record
as the
account from which shares are exchanged, unless otherwise specified in writing
by the shareholder with all signatures guaranteed by an eligible guarantor
institution. If any amount remains in the account from which the exchange is
being made, such amount must not drop below the minimum account value required
by the Fund.

TELEPHONE TRANSACTIONS

In order to request redemptions or exchanges by telephone, investors must have
completed and returned to the BEA Advisor Funds an account application
containing a telephone election. Unless contrary instructions are elected, an
investor will be entitled to make redemptions or

P-22
<PAGE>
exchanges by telephone by calling the BEA Advisor Funds at (800) 401-2230. To
add a telephone redemption or exchange feature to an existing account that
previously did not provide for this option, a Telephone Redemption or Exchange
Authorization Form may be obtained from the BEA Advisor Funds. Neither the
Company, the Funds, the Distributor, the Co-Administrators, the Transfer Agent
nor any other Fund agent will be liable for following instructions communicated
by telephone that they reasonably believe to be genuine. Such procedures may
include, among others, providing written confirmation of telephone transactions,
tape recording telephone instructions, 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, and
requiring specific personal information prior to acting upon telephone
instructions.
- ----------------------------------------------
NET ASSET VALUE
The net asset values for each class of the Funds are determined as of the close
of regular trading on the NYSE on each Business Day. The net asset values of
each class of a Fund are calculated by adding the value of the proportionate
interest of each class in a Fund'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.
Most securities held by a Fund are priced based on their market value as
determined by reported sales prices, or the mean between bid and asked prices
that are provided by securities dealers or pricing services. Fund securities
which are primarily traded on foreign securities exchanges are normally valued
at the preceding closing values of such securities on their respective
exchanges. Securities for which market quotations are not readily available are
valued at fair market value as determined in good faith under procedures
established by the Board of Directors. The amortized cost method of valuation
will also be used with respect to debt obligations with sixty days or less
remaining to maturity unless the Adviser under the supervision of the Board of
Directors determines such method does not represent fair value.
- ----------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

The Company will distribute substantially all of the net realized capital gains,
if any, of each of the Funds to each Fund's shareholders annually. The Company
will distribute all net investment income, if any, for the BEA International
Equity, the BEA Emerging Markets Equity and the BEA Global Telecommunications
Funds annually. The Company will distribute net investment income for the BEA
High Yield Fund, if any, at least quarterly. All distributions will be
reinvested in the form of additional full and fractional shares of the relevant
Fund unless a contrary election is made on the application to have distributions
paid in cash. If in the future a shareholder desires to have distributions paid
out rather than reinvested, the shareholder should notify the BEA Advisor Funds
in writing.
- ----------------------------------------------

TAXES

GENERAL

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<PAGE>
Each Fund 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 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 or
that are designated as exempt interest dividends) 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) and out of the portion of such net
capital gain that constitutes mid-term capital gain, if any, of a Fund 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. 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 39.6%. However, 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.
Transactions in foreign currencies, forward contracts, options and futures
contracts (including options and futures contracts on foreign currencies) will
be subject to special provisions of the Code that, among other things, may
affect the character (i.e., ordinary or capital) of gains or losses realized by
a Fund, accelerate the recognition of income by a Fund and defer a Fund's
losses. Exchange control regulations may restrict repatriations of investment
income and capital or of the proceeds of sales of securities by investors such
as the Funds. In addition, certain investments (such as zero coupon securities
and shares of so-called "passive foreign investment companies" or "PFICS") may
cause a Fund to recognize income without the receipt of cash. Each of these
circumstances, whether separately or in combination, may limit a Fund's ability
to pay sufficient dividends and to make sufficient distributions to satisfy the
Subchapter M and excise tax distributions requirements.

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.

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.

P-24
<PAGE>
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.
FOREIGN INCOME TAXES
Investment income received by the Funds from sources within foreign countries
may be subject to foreign income taxes withheld at the source. The United States
has entered into tax treaties with many foreign countries which entitle the
Funds to a reduced rate of, or exemption from, taxes on such income. It is
impossible to determine the effective rate of foreign tax in advance since the
amount of each Fund's assets to be invested in various countries is not known.
If more than 50% of the value of a Fund's total assets at the close of each
taxable year consists of the stock or securities of foreign corporations, such
Fund will be eligible to elect to "pass through" to the Company's shareholders
the amount of foreign income taxes paid by each Fund (the "Foreign Tax
Election"). Pursuant to the Foreign Tax Election, shareholders will be required
(i) to include in gross income, even though not actually received, their respec-
tive pro-rata share of the foreign income taxes paid by a Fund that are
attributable to any distributions they receive; and (ii) either to deduct their
pro-rata share of foreign taxes in computing their taxable income, or to use it
(subject to various Code limitations) as a foreign tax credit against U.S.
federal income tax (but not both). In determining the source and character of
distributions received from a Fund for the purpose of the foreign tax credit
limitation rules of the Code, shareholders will be required to treat allocable
portions of a Fund's distributions as foreign source income. No deduction for
foreign taxes may be claimed by a shareholder who does not itemize deductions.
- ----------------------------------------------
MULTI-CLASS STRUCTURE
The Company offers other classes of shares, the Institutional and Investor
Shares of the Funds, which are offered directly to institutional investors and
financial intermediaries pursuant to separate prospectuses. Shares of a Fund
represent equal pro rata interests in the Fund and accrue dividends and
calculate net asset value and performance quotations in the same manner. The
Company quotes performance of the Institutional and Investor Shares separately
from the Advisor Shares. Because of different fees 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 Institutional and Investor Shares. Information
concerning these other classes may be obtained by calling the BEA Advisor Funds
at (800) 401-2230.
- ----------------------------------------------
DESCRIPTION OF SHARES
The Company 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 (as described in the
Statement of Additional Information).

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN
RELATE PRIMARILY TO THE BEA ADVISOR CLASSES REPRESENTING INTERESTS IN THE BEA
INTERNATIONAL EQUITY, THE BEA EMERGING MARKETS EQUITY, THE BEA GLOBAL
TELECOMMUNICATIONS AND THE BEA HIGH YIELD FUNDS AND DESCRIBE ONLY THE INVESTMENT
OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO
THESE FUNDS.

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

P-25
<PAGE>
belonging to such Fund with each other share that represents an interest in such
Fund. Shares of the Company 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 Company 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 Company will assist in shareholder communication in such
matters.
Holders of shares of each of the Funds will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Furthermore,
shareholders of all investment portfolios of the Company 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 the
Company Shares" for examples of when the 1940 Act requires voting by investment
portfolio or by class.) Shareholders of the Company 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
Company may elect all of the directors.
As of November 15, 1997, to the Company's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of the
Company.
- ----------------------------------------------

OTHER INFORMATION

REPORTS AND INQUIRIES

Shareholders of a Fund will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries can be made by contacting the BEA
Advisor Funds at (800) 401-2230 or by writing to the BEA Advisor Funds P.O. Box
8500, Boston, MA 02266-8500.

PERFORMANCE INFORMATION

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<PAGE>

Company Service, or with the performance of the Standard & Poor's 500 Stock
Index, Standard & Poor's MidCap 400 Index, Moody's Bond Survey Bond Index,
Wilshire 5000 Index, Lehman Brothers Bond Indexes, Morgan Stanley Composite
Index EAFE, Morgan Stanley Composite Index-Free Emerging Markets, JP Morgan
Global Government Bond Index (Unhedged), First Boston High Yield Index, Consumer
Price Index, Bond Buyer's 20-Bond Index, Dow Jones Industrial Average, national
publications such as MONEY, FORBES, BARRON'S, THE WALL STREET JOURNAL or the NEW
YORK TIMES or publications of a local or regional nature, and other industry
publications. For these purposes, the performance of a Fund, as well as the
performance published by such services or experienced by such indices, will
usually not reflect redemption fees, the inclusion of which would reduce
performance results. If a Fund advertises non-standard computations, however,
the Fund will disclose such fees, and will also disclose that the performance
data do not reflect such fees and that inclusion of such fees would reduce the
performance quoted.

From time to time, the BEA High Yield Fund may also advertise its "30-day
yield." The yield refers to the income generated by an investment in the Fund
over the 30-day period identified in the advertisement, and is computed by
dividing the net investment income per share 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 Fund 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 intermediaries
directly to their customers in connection with investments in the Fund are not
reflected in the yields on the Fund's shares, and such fees, if charged, will
reduce the actual return received by shareholders on their investments.

HISTORICAL PERFORMANCE INFORMATION

For the period from commencement of operations (November 1, 1996) through August
31, 1997, the total return since inception (not annualized) for the Advisor
Class of the BEA International Equity, Emerging Markets Equity and High Yield
Funds was as follows:

FOR THE PERIOD ENDED AUGUST 31, 1997

<TABLE>
<CAPTION>
SINCE
INCEPTION
---------
<S> <C>
International Equity Fund....................................................................................... 14.14%
Emerging Markets Equity Fund.................................................................................... 8.76%
High Yield Fund................................................................................................. 11.49%
</TABLE>

The total return assumes reinvestment of all dividends and capital gains and
reflects fee waivers in effect. Without these waivers, the Funds' performance
would have been lower. Of course, past performance is no guarantee of future
results. Investment return and principal value will fluctuate, so that Advisor
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.

P-27
<PAGE>
INSTITUTIONAL CLASS. The table below presents the prior total return
history on an annualized basis for the Institutional Class of the BEA
International Equity, the BEA Emerging Markets Equity and the BEA High Yield
Funds for the periods indicated. The investment objectives, policies and
strategies of the Funds underlying the Institutional and Advisor Classes are
identical. The Institutional Class, which has a minimum investment of $3
million, has lower fees and expenses than the Advisor Class, so that the
performance of the Institutional Class will differ from that of the Advisor
Class. IN ADDITION, THE PAST PERFORMANCE OF THE INSTITUTIONAL CLASS OF EACH FUND
IS NOT INDICATIVE OF THE FUTURE PERFORMANCE OF EACH FUND. Listed below the
performance history for each Fund is a comparative index comprised of securities
similar to those in which the Funds invest.

FOR THE YEAR ENDED AUGUST 31, 1997

<TABLE>
<CAPTION>
SINCE
FUND/INDEX (ANNUALIZED) ONE YEAR THREE YEARS INCEPTION*
- ----------------------------------------------------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C>
BEA International Equity................................................................. 15.9% 4.4% 10.4%
Morgan Stanley Capital International-Europe, Australia & Far East Index**................ 9.4% 6.0% 11.6%
BEA Emerging Markets Equity.............................................................. 8.3% (5.4)% 7.8%
Morgan Stanley Capital International-Emerging Markets Free Index**....................... 4.6% (3.2)% 12.1%
BEA High Yield........................................................................... 15.2% 11.8% 11.2%
CS First Boston High Yield Index***...................................................... 15.4% 12.9% 11.2%
</TABLE>

- ------------------------
* The BEA International Equity Fund commenced operations on October 1, 1992;
the BEA Emerging Markets Equity Fund commenced operations on February 1,
1993; the BEA High Yield Fund commenced operations on March 31, 1993.
** These indices are composites of equity securities considered to be
representative of equity performance in the specified countries. These
indices are not actively managed, and cannot be invested in directly.
Historical performance of these market indices does not guarantee future
performance of the Fund.
*** The index is a composite of fixed income securities considered to be
representative of fixed income performance in the high yield fixed income
market. The index is not actively managed, and cannot be invested in
directly. Historical performance of the market index does not guarantee
future performance of the Fund.

P-28
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUNDS' 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 COMPANY OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR
BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.

<PAGE>

BEA ADVISOR FUNDS

QUICK REFERENCE GUIDE

BEA ADVISOR FUNDS
- -------------------------------------
International Equity Fund
Emerging Markets Equity Fund
Global Telecommunications Fund
High Yield Fund

WORLD WIDE WEB
- -------------------------------------
Please visit our website at: www.beafunds.com.

FUND AND ACCOUNT INFORMATION
- -------------------------------------
Shareholders and all interested investors may direct
their inquiries and requests for information to the
Funds' information line at 1-800-401-2230.

AUTOMATIC REINVESTMENT PROGRAM
- -------------------------------------
Dividend and capital gain distributions are
automatically reinvested in shares of the same
Fund at the current net asset value.

EXCHANGE PRIVILEGES
- -------------------------------------
Shareholders may sell fund shares and buy shares
of other BEA Advisor Funds by telephone or in
writing. Please refer to the Prospectus section
entitled "Exchange Privilege."

STATEMENTS AND REPORTS
- -------------------------------------
As a shareholder you will receive the following:
* Confirmation Statements - after every transaction
that affects your account balance or account
registration
* Account Statements - quarterly
* Financial Reports - semi-annually

INVESTMENT ADVISER
- -------------------------------------
BEA Associates
One Citicorp Center
153 East 53rd Street
New York, NY 10022

DISTRIBUTOR
- -------------------------------------
Counsellors Securities Inc.
466 Lexington Avenue
New York, NY 10017-3147

CO-ADMINISTRATOR
- -------------------------------------
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809

CO-ADMINISTRATOR
- -------------------------------------
BEA Associates
One Citicorp Center
153 East 53rd Street
New York, NY 10022

CUSTODIAN
- -------------------------------------
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109

TRANSFER AGENT
- -------------------------------------
State Street Bank and Trust Co.
225 Franklin Street
Boston, MA 02110

INDEPENDENT ACCOUNTANTS
- -------------------------------------
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103

LEGAL COUNSEL
- -------------------------------------
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107-3496

<PAGE>

B E A
[graphic]
INVESTOR FUNDS

INTERNATIONAL EQUITY FUND

EMERGING MARKETS EQUITY FUND

GLOBAL TELECOMMUNICATIONS FUND

HIGH YIELD FUND

PROSPECTUS - DECEMBER 8, 1997

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Annual Fund Operating Expenses........................................................................ 2
Financial Highlights.................................................................................. 3
The Company........................................................................................... 3
Investment Objectives and Policies.................................................................... 3
Investment Limitations................................................................................ 8
Risk Factors.......................................................................................... 9
Management............................................................................................ 11
Expenses.............................................................................................. 14
How to Purchase Shares................................................................................ 14
How to Redeem and Exchange Shares..................................................................... 17
Net Asset Value....................................................................................... 19
Dividends and Distributions........................................................................... 19
Taxes................................................................................................. 19
Multi-Class Structure................................................................................. 21
Description of Shares................................................................................. 21
Other Information..................................................................................... 22
</TABLE>

<PAGE>
BEA INVESTOR FUNDS
THE BEA INVESTOR FUNDS CONSIST OF FOUR CLASSES OF COMMON STOCK OF THE RBB FUND,
INC. (THE "COMPANY"), AN OPEN-END MANAGEMENT INVESTMENT COMPANY. SHARES
(COLLECTIVELY, THE "INVESTOR SHARES" OR "SHARES") OF SUCH CLASSES (THE "INVESTOR
CLASSES" OR "CLASSES") ARE OFFERED BY THIS PROSPECTUS AND REPRESENT INTERESTS IN
ONE OF THE FOUR INVESTMENT PORTFOLIOS OF THE COMPANY DESCRIBED IN THIS
PROSPECTUS (COLLECTIVELY, THE "FUNDS"). THE INVESTMENT OBJECTIVE OF EACH FUND
DESCRIBED IN THIS PROSPECTUS IS AS FOLLOWS:

BEA INTERNATIONAL EQUITY FUND -- seeks to provide long-term
appreciation of capital. The Fund will invest primarily in equity securities
of non-U.S. issuers.

BEA EMERGING MARKETS EQUITY FUND -- seeks to provide long-term
appreciation of capital. The Fund will invest primarily in equity securities
in emerging country markets.

There can be, of course, no assurance that a Fund's investment objective
will be achieved. Investments in the Funds involve certain risks. See "Risk
Factors."

THE BEA HIGH YIELD FUND MAY INVEST ITS ASSETS WITHOUT LIMITATION IN
SECURITIES WHICH ARE BELOW INVESTMENT-GRADE QUALITY SECURITIES. INVESTMENTS OF
THIS TYPE ARE SUBJECT TO GREATER RISKS, INCLUDING THE RISK OF LOSS OF PRINCIPAL
AND INTEREST, THAN THOSE INVOLVED WITH INVESTMENT-GRADE SECURITIES. PURCHASERS
SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN INVESTMENT IN THIS FUND.
SEE "RISK FACTORS."

THE INVESTOR SHARES OF THE PORTFOLIOS ARE SOLD UNDER THE NAME "BEA INVESTOR
FUNDS." THE INVESTOR SHARES MAY NOT BE PURCHASED BY INDIVIDUALS DIRECTLY FROM
THE COMPANY'S DISTRIBUTOR, BUT BROKER-DEALERS, FINANCIAL INSTITUTIONS,
DEPOSITORY INSTITUTIONS, RETIREMENT PLANS AND OTHER FINANCIAL INTERMEDIARIES
("INSTITUTIONS") MAY PURCHASE INVESTOR SHARES FOR INDIVIDUALS. THE INVESTOR
SHARES IMPOSE A 12B-1 FEE OF UP TO .50% PER ANNUM, WHICH IS THE ECONOMIC
EQUIVALENT OF A SALES CHARGE.

The minimum initial investment in a Fund is $2,500 and the minimum
subsequent investment is $250. The minimum initial investment for Individual
Retirement Accounts, Automatic Investment Plans and Uniform Gifts to Minors is
$1,000 and the minimum subsequent investments in each of these plans is $100.

Shares of the Funds are not deposits or obligations of or guaranteed or
endorsed by any bank, and Shares are not federally insured by the U.S.
Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other governmental agency. Investments in Shares of the Funds involve
investment risks, including the possible loss of principal.

PROSPECTUS DECEMBER 8, 1997
<PAGE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)(1)

<TABLE>
<CAPTION>
BEA
EMERGING BEA GLOBAL
BEA MARKETS TELECOMMUNI-
INTERNATIONAL EQUITY CATIONS BEA HIGH
EQUITY FUND FUND FUND YIELD FUND
------------- -------- ----------- ----------
<S> <C> <C> <C> <C>
Management Fees (after
waivers)(1)...................... .80% .98% .00% .44%
12b-1 Fees........................ .50% .50% .50% .50%
Other Expenses (after
waivers)(1)...................... .36% .51% 1.40% .26%
--- --- --- ---
Total Fund Operating Expenses
(after waivers)(1)............... 1.66% 1.99% 1.90% 1.20%
--- --- --- ---
--- --- --- ---
</TABLE>

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

(1) Based upon estimated amounts for the current fiscal year after expense
waivers. Before waivers, Management Fees would be 1.00%, 1.00% and .70% for
the BEA Emerging Markets Equity, the BEA Global Telecommunications and the
BEA High Yield Funds, respectively; Other Expenses would be .45%, .63%,
7.13% and .43% for the BEA International Equity, the BEA Emerging Markets
Equity, the BEA Global Telecommunications and the BEA High Yield Funds,
respectively, and Total Fund Operating Expenses would be 1.75%, 2.13%, 8.63%
and 1.63% for such respective Funds.

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

EXAMPLE

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

<TABLE>
<CAPTION>
THREE
ONE YEAR YEARS
----------- -----------
<S> <C> <C>
BEA International Equity Fund.................................................................... $ 17 $ 53
--- ---
BEA Emerging Markets Equity Fund................................................................. $ 20 $ 62
--- ---
BEA Global Telecommunications Fund............................................................... $ 19 $ 60
--- ---
BEA High Yield Fund.............................................................................. $ 12 $ 38
--- ---
</TABLE>

2
<PAGE>
BEA INVESTOR FUNDS

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

FINANCIAL HIGHLIGHTS
No financial highlights are presented for the Investor Class since, as of the
date of this Prospectus, the Class had no operating history.
- ----------------------------------------------

THE COMPANY

The Company is an open-end management investment company that currently operates
or proposes to operate twenty-two separate investment portfolios. Each of the
BEA Investor Funds represents an interest in a separate portfolio. Each Fund is
non-diversified. The Company was incorporated in Maryland on February 29, 1988.

The Funds are designed primarily for individual investors and are available
through financial intermediaries including broker-dealers, investment advisers,
financial planners, banks, and insurance companies. Investment professionals
such as those listed above may purchase Shares for discretionary or
non-discretionary accounts maintained by individuals.
- ----------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of each Fund may not be changed without the affirmative
vote of a majority of the Fund's outstanding shares (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")). As with other
mutual funds, there can be no assurance that any Fund will achieve its
investment objective. Because of their different investment emphases, each Fund
should be considered as a specialized portfolio and not as a balanced investment
program by itself. The Statement of Additional Information contains a more
detailed description of the various investments and investment techniques used
by the Funds.

BEA INTERNATIONAL EQUITY FUND

3
<PAGE>
The Fund may invest up to 20% of its total assets in debt securities issued by
U.S. or foreign governments or corporations, although it does not currently
intend to invest more than 5% of its net assets in debt securities. The Fund has
no limitation on the maturity or the credit quality of the debt securities in
which it invests, which may include lower-rated debt securities. See "Risk
Factors -- Lower-Rated Securities."
BEA EMERGING MARKETS EQUITY FUND

The Fund normally will not select portfolio securities on the basis of their
dividend or interest income potential unless BEA believes the income will
contribute to the securities' capital appreciation potential.

To the extent that the Fund's assets are not invested as described above, the
remainder of the assets may be invested in government or corporate debt
securities of Emerging Market or developed countries, although the Fund does not
presently intend to invest more than 5% of its net assets in debt securities.
Debt securities may include lower quality, high yielding debt securities. See
"Risk Factors -- Lower-Rated Securities."
BEA GLOBAL TELECOMMUNICATIONS FUND

4
<PAGE>
equity securities) of telecommunications companies. The Fund will invest in
convertible securities based on their underlying equity characteristics without
regard to the credit rating of such securities. Such convertible securities may
include lower-quality high yielding securities commonly known as "junk bonds."
See "Risk Factors -- Lower-Rated Securities." As a Fund investing in global
markets, at least 65% of the Fund's investments will be made in at least three
different countries.

The Fund considers telecommunications companies to be those which are engaged
primarily in designing, developing, operating, financing, manufacturing or
providing the following activities, products and services: communications
equipment and services (including equipment and services for both data and voice
transmission); electronic components and equipment; broadcast (including
television and radio, satellite, microwave and cable television); computer
equipment, mobile communications and cellular radio and paging; electronic mail;
local and wide area networking and linkage of word and data processing systems;
publishing and information systems; video and telex; and emerging technologies
combining telephone, television and/or computer systems (collectively,
"telecommunications activities"). A "telecommunications company" is an entity in
which (i) at least 50% of either its revenue or earnings was derived from
telecommunications activities, or (ii) at least 50% of its assets was devoted to
telecommunications activities based on the company's most recent fiscal year.
The remainder of the assets of the BEA Global Telecommunications Fund may be
invested in non-equity securities issued by companies that are not primarily
engaged in telecommunications activities.

Because the Fund will concentrate its investments in the telecommunications
industry, its investments may be subject to greater risk and market fluctuation
than a fund that has securities representing a broader range of investment
alternatives.

BEA HIGH YIELD FUND

The BEA High Yield Fund seeks to provide high total return by investing
primarily in high yield fixed-income securities issued by corporations,
governments and agencies, both U.S. and foreign. Under normal market conditions,
the Fund will invest a minimum of 65% of its total assets in such high yield
fixed income securities, with the remainder invested in fixed income securities
which may have equity characteristics, such as convertible bonds. The Fund may
also invest in equity securities such as warrants and options. The Fund is not
limited in the extent to which it can invest in securities rated below
investment-grade by recognized rating agencies or in comparable unrated
securities. See "Risk Factors -- Lower-Rated Securities." The portion of the
Fund's assets invested in various countries will vary from time to time
depending on BEA's assessment of market opportunities.

5
<PAGE>
the issuers. The Fund may purchase debt securities of any maturity, and the
average maturity of the Fund's assets will vary based upon BEA's assessment of
economic and market conditions.

COMMON INVESTMENT POLICIES -- ALL FUNDS

This section describes certain investment policies that are common to each Fund.
These policies are described in more detail in the Statement of Additional
Information.

TEMPORARY INVESTMENTS. For defensive purposes or during temporary periods
in which BEA believes changes in economic, financial or political conditions
make it advisable, each Fund may reduce its holdings in equity and other
securities and invest up to 100% of its assets in cash or certain short-term
(less than twelve months to maturity) and medium-term (not greater than five
years to maturity) interest-bearing instruments or deposits of United States and
foreign issuers. Such investments may include, but are not limited to,
commercial paper, certificates of deposit, variable or floating rate notes,
bankers' acceptances, time deposits, government securities and money market
deposit accounts. See Statement of Additional Information, "Common Investment
Policies -- Temporary Investments." To the extent permitted by their investment
objectives and policies, the Funds may hold cash or cash equivalents pending
investment.

BORROWING. A Fund may borrow up to 33 1/3 percent of its total assets
without obtaining shareholder approval. The Adviser intends to borrow, or to
engage in reverse repurchase agreements or dollar roll transactions, only for
temporary or emergency purposes. See Statement of Additional Information,
"Common Investment Policies -- All Funds -- Reverse Repurchase Agreements" and "
- -- Borrowing."

LENDING OF PORTFOLIO SECURITIES. A Fund may also lend its portfolio
securities to financial institutions against collateral consisting of cash, U.S.
Government securities or irrevocable bank letters of credit, which are equal at
all times to at least 102% of the value of the securities loaned. There is no
investment restriction on the amount of securities that may be loaned. 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 Fund'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.
A Portfolio may not make loans in excess of 50% of the value of its total assets
immediately before such loans.

PORTFOLIO TURNOVER. BEA will effect portfolio transactions in each Fund
without regard to

6
<PAGE>
holding periods if, in its judgment, such transactions are advisable in light of
general market, economic or financial conditions. The BEA International Equity,
the BEA Emerging Markets Equity, the BEA Global Telecommunications and the BEA
High Yield Funds anticipate that their annual portfolio turnover rate should not
exceed 100% under normal conditions. However, it is impossible to predict
portfolio turnover rates. Portfolio turnover may vary greatly from year to year
as well as within a particular year. High portfolio turnover rates (100% or
more) will generally result in higher transaction costs to a Fund and may result
in the realization of short-term capital gains that are taxable to shareholders
as ordinary income. The amount of portfolio activity will not be a limiting
factor when making portfolio decisions. See the Statement of Additional
Information, "Portfolio Transactions" and "Taxes."

FOREIGN CURRENCY TRANSACTIONS. BEA may seek to hedge against a decline in
value of a Fund's non-dollar denominated portfolio securities resulting from
currency devaluations or fluctuations. Unless the BEA Funds engage in currency
hedging transactions, they will be subject to the risk of changes in relation to
the U.S. dollar of the value of the foreign currencies in which their assets are
denominated. These Funds may also seek to protect, during the period prior to
its remittance, the value of the amount of interest, dividends and net realized
capital gains received or to be received in a local currency that it intends to
remit out of a foreign country by investing in high-quality short-term U.S.
dollar-denominated debt securities of such country and/or participating in the
forward currency market for the purchase of U.S. dollars in the country. There
can be no guarantee that suitable U.S. dollar-denominated investments will be
available at the time BEA wishes to use them to hedge amounts to be remitted.
The Funds may also enter into contracts to purchase and sell forward foreign
currency exchange contracts to seek to enhance total return. To the extent that
such contracts are entered into for this purpose, they are considered
speculative. If a Fund enters into such a contract for any purpose, the Fund
will be required to place cash or liquid assets in a segregated account with the
Company's custodian in an amount equal to the value of the Fund's total assets
committed to the consummation of the contract. The Funds will not invest more
than 10% of their respective total assets in such contracts for the purpose of
enhancing total return. There is no limit on the amount of assets that the Funds
may invest in such transactions for hedging purposes.

7
<PAGE>
though the value of a mortgage-related security may decline when interest rates
rise, the converse is not necessarily true because in periods of declining
interest rates mortgages underlying securities are prone to prepayment. For this
and other reasons, a mortgage-related security's stated maturity may be
shortened by an unscheduled prepayment on underlying mortgages and, therefore,
it is not possible to predict accurately the security's return to these Funds.

The Statement of Additional Information contains additional investment policies
and strategies of the Funds.
- ----------------------------------------------

INVESTMENT LIMITATIONS

Each Fund may not:

Borrow money or issue senior securities, except that each Fund may
borrow from institutions and enter into reverse repurchase agreements and
dollar rolls for

8
<PAGE>
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. Each 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
outstanding. 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.

Any investment policy or limitation which involves a maximum or minimum
percentage of securities or assets shall not be considered to be violated unless
an excess over a deficiency under the percentage occurs immediately after, and
is caused by, an acquisition or disposition of securities or utilization of
assets by a Fund.
- ----------------------------------------------

RISK FACTORS

In general, less information is publicly available with respect to foreign
issuers than is available with respect to U.S. companies. Most foreign companies
are also not subject to the uniform accounting and financial reporting
requirements applicable to issuers in the United States. The Funds' foreign
investments may be less liquid and their prices may be more volatile than
comparable investments in securities in U.S. companies. Expenses relating to
foreign investments are generally higher than those relating to domestic
securities. In addition, there is generally less government supervision and
regulation of securities exchanges, brokers and issuers in foreign countries
than in the United States.

FOREIGN CURRENCY TRANSACTIONS. The over the counter market in forward
foreign currency exchange contracts offers less protection against defaults by
the other party to such instruments

9
<PAGE>
than is available for currency instruments traded on an exchange. Such contracts
are subject to the risk that the counterparty to the contract will default on
its obligations. Since these contracts are not guaranteed by an exchange or
clearinghouse, a default on the contract would deprive a Fund of unrealized
profits, transaction costs or the benefits of a currency hedge or force a Fund
to cover its purchase or sale commitments, if any, at the current market price.
A Fund will not enter into forward foreign currency exchange contracts unless
the credit quality of the unsecured senior debt or the claims-paying ability of
the counterparty is considered to be investment grade by BEA.

In addition, to the extent that there is no established retail secondary market,
there may be thin trading of lower-rated debt securities, which may have an
impact on BEA's ability both to value accurately lower-rated debt securities and
the Fund's assets, and to dispose of the debt securities. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may decrease
the value and liquidity of lower-rated debt securities, especially in a thinly
traded market.

FIXED INCOME SECURITIES. The value of the securities held by a Fund, and
thus the net asset value of the shares of a Fund, generally will

10
<PAGE>
vary inversely in relation to changes in prevailing interest rates. Thus, if
interest rates have increased from the time a debt or other fixed income
security was purchased, such security, if sold, might be sold at a price less
than its cost. Conversely, if interest rates have declined from the time such a
security was purchased, such security, if sold, might be sold at a price greater
than its cost. Also, the value of such securities may be affected by changes in
real or perceived creditworthiness of the issuers. Thus, if creditworthiness is
enhanced, the price may rise. Conversely, if creditworthiness declines, the
price may decline. A Fund is not restricted to any maximum or minimum time to
maturity in purchasing portfolio securities, and the average maturity of the
Fund's assets will vary based upon BEA's assessment of economic and market
conditions.

GENERAL. Investment methods described in this Prospectus are among those
which the Funds have the power to utilize. 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 the Company and each Fund are managed under the
direction of the Company's Board of Directors.

INVESTMENT ADVISER

11
<PAGE>

1995, prior to which time he was the head of emerging markets investments and
research at Gartmore Investment Limited in London. Prior to 1992, he was a
director of Kleinwort Benson International Investment in London and was a
portfolio manager with Lorithan Regional Council, a public pension plan sponsor
in Scotland. Mr. Bleiberg has been engaged as an investment professional with
BEA for more than five years. Ms. Boland joined BEA in 1996, prior to which time
she was a director and portfolio manager for Barran & Partners Limited where she
managed a hedge fund invested in European equities. Prior to 1995, she was a
partner and European portfolio manager for Teton Partners. Ms. Alejos joined BEA
in 1997, prior to which time she was a Vice President and an emerging markets
portfolio manager with Bankers Trust. Prior to 1993, she was a research analyst
at G.T. Capital Management where she focused on Latin American equities. Mr.
Hrabchak joined BEA in 1997, prior to which time he was a senior portfolio
manager at Merrill Lynch Asset Management in Hong Kong, where he chaired the
Asia Pacific Investment Strategy Committee and managed institutional portfolios.
Prior to 1995, he was an associate in investment banking at Salomon Brothers.

The day-to-day portfolio management of the BEA Global Telecommunications Fund is
the responsibility of the BEA Global Telecommunications Management Team. The
Team consists of the following investment professionals: William P. Sterling
(Executive Director), Richard Watt (Managing Director), James Abate (Senior Vice
President), Steven D. Bleiberg (Senior Vice President), Stephen Waite (Vice
President), Emily Alejos (Vice President) and Robert B. Hrabchak (Vice
President). Mr. Abate joined BEA in 1995; previously, he was a Managing Director
for Vert Independent Capital Research. Prior to joining Vert, Mr. Abate was a
Manager in Price Waterhouse's Valuation/ Corporate Finance Group. Mr. Waite
joined BEA in 1995, prior to which he was Vice President and Senior European
Economist for Merrill Lynch & Company in London.

For the advisory services provided and expenses assumed by it, BEA is entitled
to receive a fee from the BEA International Equity Fund, the BEA Emerging
Markets Equity Fund, the BEA Global Telecommunications Fund and the BEA High
Yield Fund computed at an annual rate of .80%, 1.00%, 1.00% and .70%,
respectively, of the average daily net assets, computed daily and payable
quarterly.

12
<PAGE>
BEA may, at its discretion, from time to time agree to waive voluntarily all or
any portion of its advisory fee for any Fund.

For the fiscal year ended August 31, 1997, the Company paid BEA investment
advisory fees, on an annualized basis, with respect to the BEA International
Equity, the BEA Emerging Markets Equity, the BEA Global Telecommunications and
the BEA High Yield Funds of .80%, .98%, 0% and .44%, respectively, of the
average daily net assets of the respective Funds, and BEA waived advisory fees
of approximately 0%, .02%, 1.00% and .26%, respectively, of the average net
assets of each such Fund.

CO-ADMINISTRATORS

PFPC Inc. ("PFPC"), an indirect, wholly-owned subsidiary of PNC Bank Corp.,
serves as co-administrator for the Investor Class of the Funds. As
co-administrator, PFPC will provide various services to the Investor Class of
the Funds, including determining the net asset value of the Investor Class of
each Fund, providing all accounting services for the Class and generally
assisting in all aspects of the operations of the Investor Class of each Fund.
As compensation for administrative services, the Funds pay PFPC a fee calculated
at the annual rate of .125% of average daily net assets of the Investor Class of
each Fund. PFPC has its principal offices at 400 Bellevue Parkway, Wilmington,
Delaware 19809.

The Company employs BEA as co-administrator. As co-administrator, BEA generally
assists the Investor Class of each of the Funds in all aspects of their
administration and shareholder servicing. As compensation, the Company pays to
BEA a fee calculated at an annual rate of .05% of average daily net assets of
the Investor Class of each Fund, for assets up to $125 million, and .10%
thereafter.

DISTRIBUTOR

Counsellors Securities Inc. ("Counsellors Securities"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc., serves as the Company's
distributor. Counsellors Securities' principal business address is 466 Lexington
Avenue, New York, New York 10017-3147. Counsellors Securities receives a fee at
an annual rate equal to .50% of the Fund's average daily net assets for
distribution services, pursuant to a distribution agreement between Counsellors
Securities and the Company in accordance with a distribution plan (the "12b-1
Plan") adopted by the Company pursuant to Rule 12b-1 under the 1940 Act. Amounts
paid to Counsellors Securities under the Company's 12b-1 Plan may be used by
Counsellors Securities to cover expenses that are related to (i) the
distribution of Investor Shares of the Funds, (ii) ongoing servicing and/or
maintenance of the accounts of shareholders of the Fund, and (iii) sub-transfer
agency services, subaccounting services or administrative services related to
the sale of the Investor Shares of the Funds, all as

13
<PAGE>
set forth in the Company's 12b-1 Plan. Payments under the 12b-1 Plan are not
tied exclusively to the expenses actually incurred. Counsellors Securities may
delegate some or all of these functions to a Service Organization. See "How to
Purchase Shares -- Purchases Through Intermediaries."

BEA, Counsellors Securities or an affiliate of either may, at its own expense,
provide promotional incentives for qualified recipients who support the sale of
Shares of a Fund, consisting of securities dealers who have sold Fund 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 Funds. BEA, Counsellors Securities or an affiliate of
either may pay for travel, meals and lodging 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 the Fund's Shares.

TRANSFER AGENT

CUSTODIAN

EXPENSES

The expenses of each Fund are deducted from its total income before dividends
are paid. Any general expenses of the Company that are not readily identifiable
as belonging to a particular investment portfolio of the Company will be
allocated among all investment portfolios of the Company based upon the relative
net assets of the investment portfolios. The Investor Class of the Funds pays
its own administration fees, and may pay a different share than the other
classes 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.
- ----------------------------------------------

HOW TO PURCHASE SHARES

GENERAL

Shares representing interests in the Funds are offered continuously for sale by
the Distributor and may be purchased without imposition of a sales charge
through the BEA Investor Funds. Shares of a Fund may be purchased either by
mail, or with special advance instructions, by wire.

BY MAIL

If an investor desires to purchase Shares by mail, a check or money order made
payable to

14
<PAGE>
the "BEA Investor Funds" (in U.S. currency) should be sent along with the
completed account application to the "BEA Investor Funds" at the address set
forth below. Checks payable to the investor and endorsed to the order of the
"BEA Investor Funds" will not be accepted as payment and will be returned to
sender. If payment is received by check in proper form on or before the close of
regular trading on the New York Stock Exchange, Inc. ("NYSE") (generally, 4:00
p.m. Eastern Time) on a day that a Fund calculates its net asset value (a
"Business Day") the purchase will be made at the Fund's net asset value
calculated at the end of that day. If payment is received after the close of
regular trading on the NYSE the purchase will be effected at the Fund's net
asset value determined for the next Business Day after payment has been
received. Checks or money orders that are not in proper form or that are not
accompanied or preceded by a completed application will be returned to sender.
Shares purchased by check are entitled to receive dividends and distributions
beginning on the day after payment has been received. Checks should be made
payable to the "BEA Investor Funds" accompanied by a breakdown of amounts to be
invested in each Fund. If a check used for purchase does not clear, the Funds
will cancel the purchase and the investor may be liable for losses or fees
incurred. For a description of the manner of calculating a Fund's net asset
value, see "Net Asset Value" below.

SEND TO: BEA INVESTOR FUNDS
P.O. Box 8500
Boston, MA 02266-8500

OVERNIGHT TO:
BFDS
ATTN: BEA INVESTOR FUNDS
2 Heritage Drive
North Quincy, MA 02171

BY WIRE
Investors may also purchase Shares by wiring funds from their banks. Telephone
orders will not be accepted until a completed account application in proper form
has been received and an account number has been established. After telephoning
(800) 401-2230 for instructions, an investor should then wire Federal Funds to
the BEA Investor Funds c/o BFDS using the following wire address:

State Street Bank & Trust Company
ABA# 0110 000 28
ATTN: Mutual Fund/Custody Dept.
[BEA Investor Fund Name]
DDA# 9905-227-6
For Further Credit: [ACCOUNT NUMBER AND REGISTRATION]

If a telephone order is received by the close of regular trading on the NYSE,
AND payment by wire is received on the same day in proper form (in accordance
with instructions stated above), the Shares will be priced according to the net
asset value of the Fund on that day and are entitled to dividends and
distributions beginning on that day. If payment by wire is received in proper
form by the close of the NYSE without a prior telephone order, the Shares will
be priced according to the net asset value of the Fund on that day and are
entitled to dividends and distributions beginning on that day. However, if a
wire received in proper form is not preceded by a telephone order AND is
received after the close of regular trading on the NYSE, the payment will be
held uninvested until the order is effected at the close of business on the next
Business Day. Payment for orders that are not accepted will be returned to the
prospective investor after prompt inquiry. If a telephone order is placed and
payment by wire is not received on the same day, the Fund will cancel the
purchase and the investor may be liable for losses or fees incurred.

15
<PAGE>
Shares of a Fund are sold without a sales charge. The minimum initial investment
in a Fund is $2,500 and the minimum subsequent investments must be $250, except
that subsequent minimum investments can be as low as $100 under the Automatic
Investment Plan, Uniform Gifts to Minors Act and through Individual Retirement
Accounts described below. The Funds reserve the right to change the initial and
subsequent minimum investment requirements at any time.

After an investor has made his initial investment, additional Shares may be
purchased at any time by mail or by wire in the manner outlined above. Wire
payments for initial and subsequent investments should clearly indicate the
investor's account number and the name in which Shares are being purchased. Each
Fund reserves the right to suspend the offering of Shares for a period of time
or reject any specific purchase order. In the interest of economy and
convenience, physical certificates representing Shares in a Fund are not
normally issued.

PURCHASE THROUGH INTERMEDIARIES

The Funds understand that some broker-dealers (other than Counsellors
Securities), financial institutions, securities dealers and other industry
professionals ("Service Agents") impose certain conditions on their clients that
invest in the Funds, which are in addition to or different from those described
in this Prospectus, and, to the extent permitted by applicable regulatory
authority, may charge their clients direct fees. Certain features of the Funds,
such as the minimum initial or subsequent investments, redemption fees and
certain trading restrictions may be modified, or waived by Service Agents and
administrative charges or other direct fees may be imposed, which charges or
fees would not be imposed if Fund Shares were purchased directly from the Funds.
Therefore, a client or customer should contact the Service Agent acting on his
behalf concerning the fees (if any) charged in connection with a purchase or
redemption of a Fund's shares and should read this Prospectus in light of the
terms governing his accounts with Service Agents. Service Agents will be
responsible for promptly transmitting client or customer purchase and redemption
orders to the Funds in accordance with their agreements with clients or
customers. Service Agents, or, if applicable, their designees that have entered
into agreements with a 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 Agents could be held liable for resulting fees or losses.

For administration, subaccounting, transfer agency and/or other services, BEA,
Counsellors Securities or an affiliate of either may pay Service Agent 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 Funds maintained by such Service Agent or recordkeepers. A portion of
the Service Fee may be borne by the Funds as a transfer agency fee. The Service
Fee payable to any one Service Agent or recordkeeper is determined based upon a
number of factors, including the nature and quality of the services

16
<PAGE>
provided, the operations processing requirements of the relationship and the
standardized fee schedule of the Service Agent or recordkeeper.

Investors who purchase Shares through a program of services offered or
administered by a securities dealer or financial institution should read the
program materials in conjunction with this Prospectus. The Funds reserve the
right to vary further the initial and subsequent minimum investment requirements
at any time.

AUTOMATIC INVESTMENT PLAN

Additional investments in Shares may be made automatically on a periodic basis
by authorizing the BEA Investor Funds to withdraw funds from your bank account
through an Automatic Investment Plan. Investors desiring to participate in an
Automatic Investment Plan should call the BEA Investor Funds, at (800) 401-2230
to obtain the appropriate forms, or complete the appropriate section of the
Application included with this Prospectus. The minimum initial investment for an
Automatic Investment Plan is $1,000, with minimum monthly payments of $100.

RETIREMENT PLANS AND UGMA/UTMA ACCOUNTS

Shares may be purchased in conjunction with Individual Retirement Accounts
("IRAs"), rollover IRAs, pension, profit-sharing or other employer benefit
plans, and under the Uniform Gifts to Minors Act ("UGMA") or Uniform Transfers
to Minors Act ("UTMA"). The minimum initial investment in conjunction with such
accounts is $1,000, and the minimum subsequent investment is $100. For further
information as to applications and annual fees, please contact the BEA Investor
Funds. To determine whether the benefits of an IRA and other plans and UGMA and
UTMA accounts are available and/or appropriate, a shareholder should consult
with a tax adviser.
- ----------------------------------------------
HOW TO REDEEM AND EXCHANGE SHARES
An investor of a Fund may redeem (sell) his Shares on any day that the Fund's
net asset value is calculated (see "Net Asset Value" below).

REDEMPTION IN WRITING

Shareholders may redeem for cash some or all of their Fund Shares at any time.
To do so, a written request in proper form must be sent directly to the BEA
Investor Funds c/o BFDS, P.O. Box 8500, Boston, MA 02266-8500. The redemption
price is the net asset value per share next determined after the initial receipt
of proper notice of redemption. The value of Shares at the time of redemption
may be more or less than the shareholder's cost, depending on the market value
of the securities held by the Fund at such time.

A request for redemption must be signed by all persons in whose names the Shares
are registered or by an authorized party, such as the agent or investment
adviser for the Shareholder. Signatures must conform exactly to the account
registration. Generally, a properly signed written request is all that is
required for a redemption. In some cases, however, other documents may be
necessary. Additional documentary evidence of authority is also required by the
BEA Investor Funds in the event redemption is requested by a corporation,
partnership, trust, fiduciary, executor or administrator.

PAYMENT OF REDEMPTION PROCEEDS

Payment of the Redemption Price for Shares redeemed will be made by wire or
check mailed within seven days after acceptance by the BEA Investor Funds c/o
BFDS, of the request and any other necessary documents in proper order. Such
payment may be postponed or the right of

17
<PAGE>
redemption suspended as provided by 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 from the date of
purchase, pending a determination that the check has cleared.

INVOLUNTARY REDEMPTION

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

REDEMPTION IN-KIND

EXCHANGE PRIVILEGE

An institution may exchange Investor Shares of a Fund for Investor Shares of any
other BEA Investor Fund at such Fund's respective net asset values. Exchanges
will be effected in the manner described under "Redemption of Shares" above. If
an exchange request is received by BEA Investor Funds prior to the close of
regular trading on the NYSE, the exchange will be made at each Fund's net asset
value determined on the same Business Day. The exchange privilege may be
modified or terminated at any time upon 60 days' notice to shareholders.

The exchange privilege is available to shareholders residing in any state in
which the Investor Shares being acquired may legally be sold. When a shareholder
effects an exchange of Shares, the exchange is treated for federal income tax
purposes as a redemption. Therefore, the shareholder may realize a taxable gain
or loss in connection with the exchange. For further information regarding the
exchange privilege, the shareholder should contact the BEA Investor Funds at
(800) 401-2230.

If the exchanging shareholder does not currently own Shares of the Fund whose
Shares are being acquired, a new account will be established with the same
registration, dividend and capital gain options and authorized dealer of record
as the account from which Shares are exchanged, unless otherwise specified in
writing by the shareholder with all signatures guaranteed by an eligible
guarantor institution. If any amount remains in the account from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.

TELEPHONE TRANSACTIONS

In order to request redemptions or exchanges by telephone, investors must have
completed and returned to the BEA Investor Funds an account application
containing a telephone election. Unless contrary instructions are elected, an
investor will be entitled to make redemptions or exchanges by telephone by
calling the BEA Investor Funds at (800) 401-2230. To add a

18
<PAGE>
telephone redemption or exchange feature to an existing account that previously
did not provide for this option, a Telephone Redemption or Exchange
Authorization Form may be obtained from the BEA Investor Funds. Neither the
Company, the Funds, the Distributor, the Co-Administrators, the Transfer Agent
nor any other Fund agent will be liable for following instructions communicated
by telephone that they reasonably believe to be genuine. Such procedures may
include, among others, providing written confirmation of telephone transactions,
tape recording telephone instructions, 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, and
requiring specific personal information prior to acting upon telephone
instructions.
- ----------------------------------------------

NET ASSET VALUE

The net asset values for each class of the Funds are determined as of the close
of regular trading on the NYSE on each Business Day. The net asset values of
each class of a Fund are calculated by adding the value of the proportionate
interest of each class in a Fund'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.

DIVIDENDS AND DISTRIBUTIONS

The Company will distribute substantially all of the net realized capital gains,
if any, of each of the Funds to each Fund's shareholders annually. The Company
will distribute all net investment income, if any, for the BEA International
Equity, the BEA Emerging Markets Equity and the BEA Global Telecommunications
Funds annually. The Company will distribute net investment income for the BEA
High Yield Fund, if any, at least quarterly. All distributions will be
reinvested in the form of additional full and fractional shares of the relevant
Fund unless contrary election is made on the application to have distributions
paid in cash. If in the future a shareholder desires to have distributions paid
out rather than reinvested, the shareholder should notify the BEA Investor Funds
in writing.
- ----------------------------------------------

TAXES

GENERAL

Each Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended

19
<PAGE>
(the "Code"). So long as a 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 or that are designated as exempt interest dividends) 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 a Fund, and out of the
portion of such net capital gain that constitutes mid-term capital gain, if any,
of a Fund 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. 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 39.6%. However,
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.

Transactions in foreign currencies, forward contracts, options and futures
contracts (including options and futures contracts on foreign currencies) will
be subject to special provisions of the Code that, among other things, may
affect the character (i.e., ordinary or capital) of gains or losses realized by
a Fund, accelerate the recognition of income by a Fund and defer a Fund's
losses. Exchange control regulations may restrict repatriations of investment
income and capital or of the proceeds of sales of securities by investors such
as the Funds. In addition, certain investments (such as zero coupon securities
and shares of so-called "passive foreign investment companies" or "PFICS") may
cause a Fund to recognize income without the receipt of cash. Each of these
circumstances, whether separately or in combination, may limit a Fund's ability
to pay sufficient dividends and to make sufficient distributions to satisfy the
Subchapter M and excise tax distributions requirements.

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 Fund for Shares
representing interests in another Fund 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.

20
<PAGE>
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.

FOREIGN INCOME TAXES

MULTI-CLASS STRUCTURE

The Company offers other classes of shares, Institutional and Advisor Shares of
the Funds, which are offered directly to institutional investors and financial
intermediaries pursuant to separate prospectuses. Shares of a Fund represent
equal pro rata interests in the Fund and accrue dividends and calculate net
asset value and performance quotations in the same manner. The Company quotes
performance of the Institutional and Advisor Shares separately from Investor
Shares. Because of different fees 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 and Advisor Shares. Information concerning these other
classes may be obtained by calling the BEA Investor Funds at (800) 401-2230.
- ----------------------------------------------

DESCRIPTION OF SHARES

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN
RELATE PRIMARILY TO THE BEA INVESTOR CLASSES REPRESENTING INTERESTS IN THE BEA
INTERNATIONAL EQUITY, THE BEA EMERGING MARKETS EQUITY, THE BEA GLOBAL
TELECOMMUNICATIONS AND THE BEA HIGH YIELD FUNDS AND DESCRIBE ONLY THE INVESTMENT
OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO
THESE FUNDS.

21
<PAGE>
Each share that represents an interest in a Fund has an equal proportionate
interest in the assets belonging to such Fund with each other share that
represents an interest in such Fund. Shares of the Company do not have
preemptive or conversion rights. When issued for payment as described in this
Prospectus, Shares will be fully paid and non-assessable.

Holders of shares of each of the Funds will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Furthermore,
shareholders of all investment portfolios of the Company 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 the
Company's Shares" for examples of when the 1940 Act requires voting by
investment portfolio or by class.) Shareholders of the Company 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 Company may elect all of the directors.

Shareholders of a Fund will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries can be made by contacting the BEA
Investor Funds at (800) 401-2230 or by writing to the BEA Investor Funds, P.O.
Box 8500, Boston, MA 02266-2500.

PERFORMANCE INFORMATION

22
<PAGE>

Bond Survey Bond Index, Wilshire 5000 Index, Lehman Brothers Bond Indexes,
Morgan Stanley Composite Index EAFE, Morgan Stanley Composite Index-Free
Emerging Markets, JP Morgan Global Government Bond Index (Unhedged), First
Boston High Yield Index, Consumer Price Index, Bond Buyer's 20-Bond Index, Dow
Jones Industrial Average, national publications such as MONEY, FORBES, BARRON'S,
THE WALL STREET JOURNAL or the NEW YORK TIMES or publications of a local or
regional nature, and other industry publications. For these purposes, the
performance of a Fund, as well as the performance published by such services or
experienced by such indices, will usually not reflect redemption fees, the
inclusion of which would reduce performance results. If a Fund advertises
non-standard computations, however, the Fund will disclose such fees, and will
also disclose that the performance data do not reflect such fees and the
inclusion of such fees would reduce the performance quoted.

INSTITUTIONAL CLASS. The table below presents the prior total return
history on an annualized basis for the Institutional Class of the BEA
International Equity, the BEA Emerging Markets Equity and the BEA High Yield
Funds for the periods indicated. The investment objectives, policies and
strategies of the Funds underlying the Institutional and the Investor Classes
are identical. The Institutional Class, which has a minimum investment of $3
million, has lower fees and expenses than the Investor Class, so that the
performance of the Institutional Class will differ from that of the Investor
Class. IN ADDITION, THE PAST PERFORMANCE OF THE INSTITUTIONAL CLASS OF THESE
FUNDS IS NOT NECESSARILY INDICATIVE OF THE FUTURE PERFORMANCE OF EACH FUND.
Listed below the performance history for each Fund is a comparative index
comprised of securities similar to those in which the Funds invest.

23
<PAGE>
FOR THE PERIOD ENDED AUGUST 31, 1997

<TABLE>
<CAPTION>
ONE THREE SINCE
FUND/INDEX (ANNUALIZED) YEAR YEARS INCEPTION*
- -------------------------------------------------- ------ ------ ------
<S> <C> <C> <C>
BEA International Equity.......................... 15.9% 4.4% 10.4%
Morgan Stanley Capital International-Europe,
Australia & Far East Index**..................... 9.4% 6.0% 11.6%
BEA Emerging Markets Equity....................... 8.3% (5.4)% 7.8%
Morgan Stanley Capital International-Emerging
Markets Free Index**............................. 4.6% (3.2)% 12.1%
BEA High Yield.................................... 15.2% 11.8% 11.2%
CS First Boston High Yield Index***............... 15.4% 12.9% 11.2%
</TABLE>

** These indices are composites of equity securities considered to be
representative of equity performance in the specified countries. These
indices are not actively managed, and cannot be invested in directly.
Historical performance of these market indices does not guarantee future
performance of the Fund.

*** The index is a composite of fixed income securities considered to be
representative of fixed income performance in the specified market. The
index is not actively managed, and cannot be invested in directly.
Historical performance of the market index does not guarantee future
performance of the Fund.

24
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUNDS' 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 COMPANY OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR
BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.

<PAGE>

BEA INVESTOR FUNDS
QUICK REFERENCE GUIDE

BEA INVESTOR FUNDS
- ----------------------------------------
International Equity Fund
Emerging Markets Equity Fund
Global Telecommunications Fund
High Yield Fund

WORLD WIDE WEB
- ----------------------------------------
Please visit our website at: www.beafunds.com.

FUND AND ACCOUNT INFORMATION
- ----------------------------------------
Shareholders and all interested investors may direct
their inquiries and requests for information to the
Funds' information line at 1-800-401-2230.

AUTOMATIC REINVESTMENT PROGRAM
- ----------------------------------------
Dividend and capital gain distributions are
automatically reinvested in shares of the same
Fund at the current net asset value.

EXCHANGE PRIVILEGES
- ----------------------------------------
Shareholders may sell fund shares and buy shares
of other BEA Investor Funds by telephone or in
writing. Please refer to the Prospectus section entitled
"Exchange Privilege."

STATEMENTS AND REPORTS
- ----------------------------------------
As a shareholder you will receive the following:
* Confirmation Statements - after every transaction
That affects your account balance or account
registration
* Account Statements - quarterly
* Financial Reports - semi-annually

INVESTMENT ADVISER
- ----------------------------------------
BEA Associates
One Citicorp Center
153 East 53rd Street
New York, NY 10022

DISTRIBUTOR
- ----------------------------------------
Counsellors Securities Inc.
466 Lexington Avenue
New York, NY 10017-3147

CO-ADMINISTRATOR
- ----------------------------------------
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809

CO-ADMINISTRATOR
- ----------------------------------------
BEA Associates
One Citicorp Center
153 East 53rd Street
New York, NY 10022

CUSTODIAN
- ----------------------------------------
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109

TRANSFER AGENT
- ----------------------------------------
State Street Bank and Trust Co.
225 Franklin Street
Boston, MA 02110

INDEPENDENT ACCOUNTANTS
- ----------------------------------------
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103

LEGAL COUNSEL
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Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107-3496