RBB FUND INC, 485APOS, 1999-09-30

RBB FUND INC
485APOS, 1999-09-30

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As filed with the Securities and Exchange Commission on September 30, 1999
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. __ |_|
Post-Effective Amendment No. 68 |X|

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|

Amendment No. 70 |X|

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

THE RBB FUND, INC.

(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)

Registrant's Telephone Number: (302) 792-2555

Copies to:
GARY M. GARDNER, ESQUIRE MICHAEL P. MALLOY, ESQUIRE
PFPC, Inc. Drinker Biddle & Reath LLP
400 Bellevue Parkway One Logan Square
Wilmington, DE 19809 18th & Cherry Streets
(Name and Address of Agent for Service) Philadelphia, PA 19103-6996

It is proposed that this filing will become effective (check appropriate
box)
|_| immediately upon filing pursuant to paragraph (b)
|_| on (date) pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|X| on December 1, 1999 pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

|_| This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

The purpose of this Post-Effective Amendment is to update certain
information in the Registrant's Prospectuses and Statements of Additional
Information, including requirements relating to amended Form N-1A and provisions
of Rule 421 with respect to plain English principles, relating to Registrant's
Money Market, Municipal Money Market, Government Obligations Money Market, New
York Municipal Money Market, Government Securities, Boston Partners Large Cap
Value, Boston Partners Mid Cap Value, Boston Partners Bond, Boston Partners
Micro Cap Value, Boston Partners Market Neutral, Boston Partners Long-Short
Equity and Schneider Capital Management Small Cap Value Funds.
<PAGE>

Title of Securities..................Shares of Common Stock

<PAGE>

BEDFORD FAMILY MONEY MARKET PORTFOLIOS

OF THE RBB FUND, INC.

Money Market Portfolio
Municipal Money Market Portfolio
Government Obligations Money Market Portfolio
New York Municipal Money Market Portfolio

This prospectus gives vital information about these money market mutual funds,
advised by BlackRock Institutional Management Corporation ("BIMC" or the
"Adviser"), including information on investment policies, risks and fees. For
your own benefit and protection, please read it before you invest and keep it on
hand for future reference.

Please note that these funds:

(BULLET) are not bank deposits;
(BULLET) are not federally insured;
(BULLET) are not obligations of, or guaranteed or endorsed by PNC Bank,
National Association, PFPC Trust Company or any other bank;
(BULLET) are not obligations of, or guaranteed or endorsed or otherwise
supported by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other governmental
agency;
(BULLET) are not guaranteed to achieve their goal(s);
(BULLET) may not be able to maintain a stable $1 share price and you may lose
money.

THE SECURITIES DESCRIBED IN THIS PROSPECTUS HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION (SEC). THE SEC, HOWEVER, HAS NOT JUDGED THESE
SECURITIES FOR THEIR INVESTMENT MERIT AND HAS NOT DETERMINED THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A
CRIMINAL OFFENSE.

PROSPECTUS

DECEMBER 1, 1999

<PAGE>

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<PAGE>

TABLE OF CONTENTS

==============================
INTRODUCTION TO THE RISK/RETURN SUMMARY......1

PORTFOLIO DESCRIPTION
A LOOK AT THE GOALS, Money Market.............................2
STRATEGIES,RISKS, EXPENSES Municipal Money Market...................7
AND FINANCIAL HISTORY OF Government Obligations Money Market.....12
EACH PORTFOLIO. New York Municipal Money Market.........17

PORTFOLIO MANAGEMENT
DETAILS ABOUT THE SERVICE Investment Adviser......................21
PROVIDERS. Service Provider Chart..................22

SHAREHOLDER INFORMATION
POLICIES AND INSTRUCTIONS FOR Pricing Shares..........................23
OPENING, MAINTAINING AND Purchase of Shares......................23
CLOSING AN ACCOUNT IN ANY OF Redemption of Shares....................25
THE PORTFOLIOS. Dividends and Distributions.............28
Taxes...................................28

DETAILS ON DISTRIBUTION PLANS. DISTRIBUTION ARRANGEMENTS...................27

FOR MORE INFORMATION............See Back Cover
==============================

<PAGE>

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<PAGE>

INTRODUCTION TO THE RISK/RETURN SUMMARY

This Prospectus has been written to provide you with the information you need to
make an informed decision about whether to invest in Bedford Classes of The RBB
Fund, Inc. (the "Company").

The four classes of common stock (each a "Bedford Class") of the Company offered
by this Prospectus represent interests in the Bedford Classes of the Money
Market Portfolio, the Municipal Money Market Portfolio, the Government
Obligation Money Market Portfolio and the New York Municipal Money Market
Portfolio. This Prospectus and the Statement of Additional Information
incorporated herein relate solely to the Bedford Classes of the Company.

This Prospectus has been organized so that each Portfolio has its own short
section with important facts about that particular Portfolio. Once you read the
short sections about the Portfolios that interest you, read the sections about
Purchase and Redemption of Shares of the Bedford Classes ("Bedford Shares" or
"Shares"). These sections apply to all the Portfolios offered by this
Prospectus.

<PAGE>

MONEY MARKET PORTFOLIO

================================================================================
IMPORTANT DEFINITIONS

ASSET-BACKED SECURITIES: Debt securities that are backed by a pool of assets,
usually loans such as installment sale contracts or credit card receivables.

COMMERCIAL PAPER: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations and others.

DOLLAR WEIGHTED AVERAGE MATURITY: The average amount of time until the
organizations that issued the debt securities in the fund's portfolio must pay
off the principal amount of the debt. "Dollar weighted" means the larger the
dollar value of debt security in the fund, the more weight it gets in
calculating this average.

LIQUIDITY: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

NET ASSET VALUE (NAV): The value of everything the fund owns, minus everything
it owes, divided by the number of shares held by investors.

REPURCHASE AGREEMENT: A special type of a short-term investment. A dealer sells
securities to a fund and agrees to buy them back later at a set price. In
effect, the dealer is borrowing the fund's money for a short time, using the
securities as collateral.

VARIABLE OR FLOATING RATE SECURITIES: Securities whose interest rates adjust
automatically after a certain period of time and/or whenever a predetermined
standard interest rate changes.
================================================================================

INVESTMENT GOAL
The fund seeks to generate current income, to provide you with liquidity and to
protect your investment.

PRIMARY INVESTMENT STRATEGIES
To achieve this goal, we invest in a diversified portfolio of short term, high
quality, U.S. dollar-denominated instruments, including government, bank,
commercial and other obligations.

Specifically, we may invest in:

1) U.S. dollar-denominated obligations issued or supported by the credit of
U.S. or foreign banks or savings institutions with total assets of more
than $1 billion (including obligations of foreign branches of such banks).

2) High quality commercial paper and other obligations issued or guaranteed
(or otherwise supported) by U.S. and foreign corporations and other issuers
rated (at the time of purchase) A-2 or higher by Standard and Poor's,
Prime-2 or higher by Moody's, D-2 or higher by Duff & Phelps, F-2 or higher
by Fitch or TBW-2 or higher by Thomson BankWatch, as well as high quality
corporate bonds rated AA (or Aa) or higher at the time of purchase by those
rating agencies. These ratings must be provided by at least two rating
agencies, or by the only rating agency providing a rating.

3) Unrated notes, paper and other instruments that are determined by us to be
of comparable quality to the instruments described above.

4) Asset-backed securities (including interests in pools of assets such as
mortgages, installment purchase obligations and credit card receivables).

5) Securities issued or guaranteed by the U.S. Government or by its agencies
or authorities.

6) Dollar-denominated securities issued or guaranteed by foreign governments
or their political subdivisions, agencies or authorities.

7) Securities issued or guaranteed by state or local governmental bodies.

8) Repurchase agreements relating to the above instruments.

The fund seeks to maintain a net asset value of $1.00 per share.

<PAGE>

MONEY MARKET PORTFOLIO

QUALITY
Under guidelines established by the Company's Board of Directors, we will only
purchase securities if such securities or their issuers have (or such securities
are guaranteed or otherwise supported by entities which have) short-term debt
ratings at the time of purchase in the two highest rating categories from at
least two national rating agencies, or one such rating if the security is rated
by only one agency. Securities that are unrated must be determined to be of
comparable quality.

MATURITY
The dollar-weighted average maturity of all the investments of the fund will be
90 days or less. Only those securities which have remaining maturities of 397
days or less (except for certain variable and floating rate instruments and
securities collateralizing repurchase agreements) will be purchased.

The Company's Board of Directors can change the investment objective of the
fund. Shareholders will be given notice before any such change is made.

KEY RISKS
The value of money market investments tends to fall when current interest rates
rise. Money market investments are generally less sensitive to interest rate
changes than longer-term securities.

The fund's securities may not earn as high a level of income as longer term or
lower quality securities, which generally have greater risk and more fluctuation
in value.

The fund's concentration of its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

The obligations of foreign banks and other foreign issuers may involve certain
risks in addition to those of domestic issuers, including higher transaction
costs, less complete financial information, political and economic instability,
less stringent regulatory requirements and less market liquidity.

Treasury obligations differ only in their interest rates, maturities and time of
issuance. Obligations of U.S. Government agencies and authorities are supported
by varying degrees of credit. The U.S. Government gives no assurances that it
will provide financial support to its agencies and authorities if it is not
obligated by law to do so.

The fund could lose money if a seller under a repurchase agreement defaults or
declares bankruptcy.

We may purchase variable and floating rate instruments. The absence of an active
market for these securities could make it difficult to dispose of them if the
issuer defaults.

The fund, like any business, could be affected if the computer systems on which
it relies do not properly process information beginning on January 1, 2000.
While Year 2000 issues could have a negative effect on the fund, BIMC, the
fund's investment adviser, is currently working to avoid such problems. BIMC is
also working with other systems providers and vendors servicing the Portfolios
to determine their systems' ability to handle Year 2000 problems. There is no
guarantee, however, that systems will work properly on or after January 1, 2000.
Year 2000 problems may also hurt issuers whose securities the fund holds or
securities markets generally.

ALTHOUGH WE SEEK TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT
IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. WHEN YOU INVEST IN THIS FUND
YOU ARE NOT MAKING A BANK DEPOSIT. YOUR INVESTMENT IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY BANK OR GOVERNMENTAL
AGENCY.

<PAGE>

MONEY MARKET PORTFOLIO

RISK / RETURN INFORMATION
The chart and table below give you a picture of the fund's long-term performance
for Bedford Shares. The information shows you how the fund's performance has
varied year by year and provides some indication of the risks of investing in
the fund. The chart and the table both assume reinvestment of dividends and
distributions. As with all such investments, past performance is not an
indication of future results. Performance reflects fee waivers in effect. If fee
waivers were not in place, the fund's performance would be reduced.

AS OF 12/31
ANNUAL TOTAL RETURNS

[OBJECT OMITTED]

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
---------------------------------------------------------------------
8.80% 7.66% 3.75% 3.09% 2.41% 3.49% 5.18% 4.65% 4.88% 4.89%

Year-to-date total return for the nine months ended September 30, 1999: ___%
Best Quarter: 9.49% (quarter ended 6/30/89)
Worst Quarter: 2.34% (quarter ended 6/30/93)

AS OF 12/31/98
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS 10 YEARS
MONEY MARKET 4.89% 4.62% 5.04%

CURRENT YIELD: The seven-day yield for the period ended 12/31/98 for the fund
was 4.70%. Past performance is not an indication of future results. Yields will
vary. You may call (800)533-7719 to obtain the current seven-day yield of the
fund.

EXPENSES AND FEES
As a shareholder you pay certain fees and expenses. Annual fund operating
expenses are paid out of fund assets and are reflected in the fund's price.

The table below describes the fees and expenses that you may pay if you buy and
hold Bedford Shares of the fund. The table is based on expenses for the most
recent fiscal year.

<PAGE>

MONEY MARKET PORTFOLIO
ANNUAL FUND OPERATING EXPENSES*
(Expenses that are deducted from fund assets)

Management Fees1........................................ 0.36%

Distribution and service (12b-1) fees................... 0.54%

Other expenses.......................................... 0.20%
-----
Total annual fund operating expenses2................... 1.10%
=====

* The table does not reflect charges or credits which
investors might incur if they invest through a financial
institution.

1. BIMC has voluntarily agreed that a portion of its management fee will not
be imposed on the fund during the current fiscal year. As a result of the
fee waiver, current management fees of the fund are 0.24% of average daily
net assets. This waiver is expected to remain in effect for the current
fiscal year. However, it is voluntary and can be modified or terminated at
any time without the fund's consent.

2. As a result of the fee waiver set forth in note 1, the total annual fund
operating expenses which are estimated to be incurred during the current
fiscal year are 0.97%. Although this fee waiver is expected to remain in
effect for the current fiscal year, it is voluntary and may be terminated
at any time at the option of BIMC.

===============================================
IMPORTANT DEFINITIONS

MANAGEMENT FEES: Fees paid to the investment
adviser for portfolio management services.

OTHER EXPENSES: Include administration,
transfer agency, custody, professional fees
and registration fees.

SERVICE FEES: Fees that are paid to the
Distributor for shareholder account service
and maintenance.
===============================================

EXAMPLE:
This example is intended to help you compare the cost of investing in the fund
(without fee waivers) with the cost of investing in other mutual funds. We are
assuming an initial investment of $10,000, 5% total return each year with no
changes in operating expenses and redemption at the end of each time period.
Although your actual cost may be higher or lower, based on these assumptions
your costs would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
BEDFORD SHARES $99 $309 $536 $1,190

<PAGE>

MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS

The financial information in the table below shows the fund's financial
performance for the periods indicated. Certain information reflects results for
a single fund share. The term "Total Return" indicates how much your investment
would have increased or decreased during this period of time and assumes that
you have reinvested all dividends and distributions. These figures have been
________ by _______________________, the Company's __________________________.
The _________ report, along with the fund's __________________, are included
in the fund's _____________, which is available upon request (see back cover for
ordering instructions).

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

MONEY MARKET PORTFOLIO

NET ASSET VALUE AT BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- --------

Income from investment operations
Net investment income 0.0473 0.0462 0.0469 0.0486
-------- -------- -------- --------
Total from investment operations 0.0473 0.0462 0.0469 0.0486
-------- -------- -------- --------

LESS DISTRIBUTIONS
Distributions from net investment income (0.0473) (0.0462) (0.0469) (0.0486)
Distributions from net realized capital gains -- -- -- --
-------- -------- -------- --------
Total distributions (0.0473) (0.0462) (0.0469) (0.0486)
-------- -------- -------- --------
NET ASSET VALUE AT END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======

Total return 4.84% 4.72% 4.79% 4.97%

RATIOS/SUPPLEMENTAL DATA

Net assets at end of period (in thousands) $762,739 $1,392,911 $1,109,334 $935,821
Ratios of expenses to average net assets
After advisory/administration fee waivers .97% .97% .97% .96%
Before advisory/administration fee waivers 1.10% 1.12% 1.14% 1.17%
Ratios of net investment income to average net
assets
After advisory/administration fee waivers 4.73% 4.62% 4.69% 4.86%
Before advisory/administration fee waivers ____% ____% ____% ____%
============ ============ =========== ============ ===========
</TABLE>

<PAGE>

MUNICIPAL MONEY MARKET PORTFOLIO

================================================================================
IMPORTANT DEFINITIONS

GENERAL OBLIGATION BONDS: Bonds which are secured by the issuer's pledge
of its full faith, credit and taxing power for the payment of principal and
interest.

LIQUIDITY: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

MUNICIPAL LEASE OBLIGATIONS: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

MUNICIPAL SECURITY: A short-term obligation issued by or on behalf of states
and possessions of the United States, their political subdivisions and their
agencies and authorities.

NET ASSET VALUE (NAV): The value of everything the fund owns, minus everything
it owes, divided by the number of shares held by investors.

REVENUE BONDS: Bonds which are secured only by the revenues from a particular
facility or class of facilities, such as a water or sewer system, or from the
proceeds of a special excise tax or other revenue source.

TAX-EXEMPT COMMERCIAL PAPER: Short-term Municipal Securities with maturities of
1 to 270 days.

INVESTMENT GOAL
The fund seeks to generate current income exempt from federal income taxes, to
provide you with liquidity and to protect your investment.

PRIMARY INVESTMENT STRATEGIES
To achieve this goal, we invest in a diversified portfolio of Municipal
Securities.

Specifically, we may invest in:

1) Fixed and variable rate notes and similar debt instruments rated or issued
by issuers who have ratings at the time of purchase of MIG-2, VMIG-2 or
Prime-2 or higher by Moody's, SP-2 or A-2 or higher by Standard & Poor's,
D-2 or higher by Duff & Phelps, or F-2 or higher by Fitch (or guaranteed or
otherwise supported by entities with such ratings).

2) Tax-exempt commercial paper and similar debt instruments rated or issued by
issuers who have ratings at the time of purchase of Prime-2 or higher by
Moody's, A-2 or higher by Standard & Poor's, D-2 or higher by Duff &
Phelps, or F-2 or higher by Fitch (or guaranteed or otherwise supported by
entities with such ratings).

3) Municipal bonds rated or issued by issuers who have ratings at the time of
purchase of Aa or higher by Moody's or AA or higher by Standard & Poor's,
Duff & Phelps or Fitch (or guaranteed or otherwise supported by entities
with such ratings).

4) Unrated notes, paper and other instruments that are determined by us to be
of comparable quality to the instruments described above.

5) Municipal bonds and notes whose principal and interest payments are
guaranteed by the U.S. Government or one of its agencies or authorities or
which otherwise depend on the credit of the United States.

The fund seeks to maintain a net asset value of $1.00 per share.

We normally invest at least 80% of its net assets in Municipal Securities and
other instruments whose interest is exempt from federal income tax or subject to
the Federal Alternative Minimum Tax.

We intend to have no more than 25% of its total assets in Municipal Securities
of issuers located in the same state.

<PAGE>

MUNICIPAL MONEY MARKET PORTFOLIO

The fund may hold uninvested cash reserves during temporary defensive periods
or, if in our opinion suitable Municipal Securities are not available. The fund
may hold all of its assets in uninvested cash reserves during temporary
defensive periods. Uninvested cash will not earn income.

The Company's Board of Directors can change the investment objective of the
fund. Shareholders will be given notice before any such change is made. The
Board may not change the requirement that it normally invest at least 80% of its
net assets in Municipal Securities and other instruments whose interest is
exempt from federal income tax or subject to Federal Alternative Minimum Tax
without shareholder approval.

The fund's securities may not earn as high a level of income as longer term or
lower quality securities, which generally have greater risk and more fluctuation
in value.

Municipal Securities include revenue bonds, general obligation bonds and
municipal lease obligations. Revenue bonds include private activity bonds, which
are not payable from the general 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. To the extent
that the fund's assets are invested in private activity bonds, the fund will be
subject to the particular risks presented by the laws and economic conditions
relating to such projects and bonds to a greater extent than if its assets were
not so invested. Moral obligation bonds are normally issued by special purpose
public authorities. If the issuer of moral obligation bonds is unable to pay its
debts from current revenues, it may draw on a reserve fund the restoration of
which is a moral but not a legal obligation of the state or municipality which
created the issuer. Municipal lease obligations are not guaranteed by the issuer
and are generally less liquid than other securities.

There may be less information available on the financial condition of issuers of
Municipal Securities than for public corporations. The market for municipal
bonds may be less liquid than for taxable bonds. This means that it may be
harder to buy and sell Municipal Securities, especially on short notice.

The fund may invest in bonds whose interest may be subject to the Federal
Alternative Minimum Tax. Interest received on these bonds by a taxpayer subject
to the Federal Alternative Minimum Tax is taxable.

We may invest 25% or more of assets in Municipal Securities whose interest is
paid solely from revenues of similar projects. For example, the fund may invest
more than 25% of its assets in Municipal Securities related to water or sewer
systems. This type of concentration exposes the fund to the legal and economic
risks relating to those projects.

We will rely on legal opinions of counsel to issuers of Municipal Securities as
to the tax-free status of investments and will not do our own analysis.

The fund may purchase variable and floating rate instruments. The absence of an
active market for these securities could make it difficult to dispose of them if
the issuer defaults.

<PAGE>

MUNICIPAL MONEY MARKET PORTFOLIO

The fund, like any business, could be affected if the computer systems on which
it relies do not properly process information beginning on January 1, 2000.
While Year 2000 issues could have a negative effect on the fund, BIMC is
currently working to avoid such problems. BIMC, the fund's investment adviser,
is also working with other systems providers and vendors servicing the
Portfolios to determine their systems' ability to handle Year 2000 problems.
There is no guarantee, however, that systems will work properly on or after
January 1, 2000. Year 2000 problems may also hurt issuers whose securities the
fund holds or securities markets generally.

AS OF 12/31
ANNUAL TOTAL RETURNS

[OBJECT OMITTED]

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
---------------------------------------------------------------------
5.77% 5.32% 3.85% 2.40% 1.86% 2.25% 3.14% 2.89% 2.95% 2.77%

Year-to-date total return for the nine months ended September 30, 1999: ___%
Best Quarter: 6.24% (quarter ended 6/30/89)
Worst Quarter: 1.74% (quarter ended 3/31/94)

AS OF 12/31/98
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS 10 YEARS
MUNICIPAL
MONEY MARKET 2.77% 2.80% 3.31%

CURRENT YIELD: The seven-day yield for the period ended 12/31/98 for the fund
was 2.81%. Past performance is not an indication of future results. Yields
will vary. You may call (800) 533-7719 to obtain the current seven-day yield of
the fund.

<PAGE>

MUNICIPAL MONEY MARKET PORTFOLIO

EXPENSES AND FEES

As a shareholder you pay certain fees and expenses. Annual fund operating
expenses are paid out of fund assets and are reflected in the fund's price.

The table below describes the fees and expenses that you may pay if you buy and
hold Bedford Shares of the fund. The table is based on expenses for the most
recent fiscal year.

ANNUAL FUND OPERATING EXPENSES*
(Expenses that are deducted from fund assets)

Management Fees1........................................ 0.34%

Distribution and service (12b-1) fees................... 0.58%

Other expenses.......................................... 0.23%
-----

Total annual fund operating expenses2................... 1.15%
=====
* The table does not reflect charges or credits which
investors might incur if they invest through a financial
institution.

1. BIMC has voluntarily agreed that a portion of its management fee will not
be imposed on the fund during the current fiscal year. As a result of the
fee waiver, current management fees of the fund are 0.08% of average daily
net assets. This waiver is expected to remain in effect for the current
fiscal year. However, it is voluntary and can be modified or terminated at
any time without the fund's consent.

2. As a result of the fee waiver set forth in note 1, the total annual fund
operating expenses which are estimated to be incurred during the current
fiscal year are 0.89%. Although this fee waiver is expected to remain in
effect for the current fiscal year, it is voluntary and may be terminated
at any time at the option of BIMC.

============================================
IMPORTANT DEFINITIONS

MANAGEMENT FEES: Fees paid to the investment
adviser for portfolio management services.

OTHER EXPENSES: Include administration,
transfer agency, custody, professional fees
and registration fees.

SERVICE FEES: Fees that are paid to the
Distributor for shareholder account service
and maintenance.
============================================

1 YEAR 3 YEARS 5 YEARS 10 YEARS
BEDFORD SHARES $91 $284 $493 $1,096

<PAGE>

MUNICIPAL MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS
The financial information in the table below shows the fund's financial
performance for the periods indicated. Certain information reflects results for
a single fund share. The term "Total Return" indicates how much your investment
would have increased or decreased during this period of time and assumes that
you have reinvested all dividends and distributions. These figures have been
________ by _______________________, the Company's __________________________.
The _________ report, along with the fund's __________________, are included
in the fund's _____________, which is available upon request (see back cover for
ordering instructions).

FINANCIAL HIGHLIGHTS
(FOR A BEDFORD SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>

MUNICIPAL MONEY MARKET PORTFOLIO

============ ============ =========== ============ ===========
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
8/31/99 8/31/98 8/31/97 8/31/96 8/31/95
============ ============ =========== ============ ===========
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------
Income from investment operations
Net investment income 0.0286 0.0285 0.0288 0.0297
------ ------ ------ ------
Total from investment operations 0.0286 0.0285 0.0288 0.0297
------ ------ ------ ------

LESS DISTRIBUTIONS
Distributions from net investment income (0.0286) (0.0285) (0.0288) (0.0297)
Distributions from net realized capital gains -- -- -- --
------ ------ ------ ------
Total distributions (0.0286) (0.0285) (0.0288) (0.0297)
-------- -------- -------- --------
NET ASSET VALUE AT END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======
Total return 2.97% 2.88% 2.92% 3.01%

RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (in thousands) $147,633 $213,034 $201,940 $198,425
Ratios of expenses to average net assets
After advisory/administration fee waivers .89% .85% .84% .82%
Before advisory/administration fee waivers 1.15% 1.14% 1.12% 1.14%
Ratios of net investment income to average net
assets
After advisory/administration fee waivers 2.86% 2.85% 2.88% 2.97%
Before advisory/administration fee waivers ____% ____% ____% ____%
============ ============ =========== ============ ===========
</TABLE>

<PAGE>

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

================================================================================
IMPORTANT DEFINITIONS

ASSET-BACKED SECURITIES: Debt securities that are backed by a pool of assets,
usually loans such as installment sale contracts or credit card receivables.

LIQUIDITY: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

NET ASSET VALUE (NAV): The value of everything the fund owns, minus everything
it owes, divided by the number of shares held by investors.

INVESTMENT GOAL
The fund seeks to generate current income to provide you with liquidity and to
protect your investment.

PRIMARY INVESTMENT STRATEGIES
To achieve this goal, we invest exclusively in short-term U.S. Treasury bills,
notes and other obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities and related repurchase agreements.

The fund seeks to maintain a net asset value of $1.00 per share.

QUALITY
Under guidelines established by the Company's Board of Directors, we will
purchase securities if such securities or their issuers have (or such securities
are guaranteed or otherwise supported by entities which have) short-term debt
ratings at the time of purchase in the two highest rating categories from at
least two national rating agencies, or one such rating if the security is rated
by only one agency. The fund may also purchase unrated securities determined by
us to be of comparable quality.

The fund may lend some of its securities on a short-term basis in order to earn
extra income. The fund will receive collateral in cash or high quality
securities equal to the current value of the loaned securities. These loans will
be limited to 33 1/3% of the value of the fund's total assets.

The Company's Board of Directors can change the investment objective of the
fund. Shareholders will be given notice before any such change is made.

<PAGE>

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

The fund's securities may not earn as high a level of income as longer term or
lower quality securities, which generally have greater risk and more fluctuation
in value.

The fund could lose money if a seller under a repurchase agreement defaults or
declares bankruptcy.

We may purchase variable and floating rate instruments. The absence of an active
market for these securities could make it difficult to dispose of them if the
issuer defaults.

Securities loans involve the risk of a delay in receiving additional collateral
if the value of the securities goes up while they are on loan. There is also the
risk of delay in recovering the loaned securities and of losing rights to the
collateral if a borrower goes bankrupt.

<PAGE>

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

AS OF 12/31
ANNUAL TOTAL RETURNS

[OBJECT OMITTED]

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
---------------------------------------------------------------------
8.62% 7.44% 5.42% 3.01% 2.29% 3.41% 5.06% 4.54% 4.68% 3.38%

Year-to-date total return for the nine months ended September 30, 1999: ___%
Best Quarter: 9.21% (quarter ended 6/30/89)
Worst Quarter: 2.29% (quarter ended 3/31/93)

AS OF 12/31/98
AVERAGE ANNUAL TOTAL RETURNS
1 YEAR 5 YEARS 10 YEARS
GOVERNMENT OBLIGATIONS MONEY MARKET 3.38% 4.45% 4.89%

CURRENT YIELD: The seven-day yield for the period ended 12/31/98 for the fund
was 4.15%. Past performance isnot an indication of future results. Yields will
vary. You may call (800) 533-7719 to obtain the current seven-day yield of the
fund.

EXPENSES AND FEES
As a shareholder you pay certain fees and expenses. Annual fund operating
expenses are paid out of fund assets and are reflected in the fund's price.

The table below describes the fees and expenses that you may pay if you buy and
hold Bedford Shares of the fund. The table is based on expenses for the most
recent fiscal year.

ANNUAL FUND OPERATING EXPENSES*
(Expenses that are deducted from fund assets)

Management Fees1................................... 0.42%

Distribution and service (12b-1) fees.............. 0.57%

Other expenses..................................... 0.105%
------
Total annual fund operating expenses2.............. 1.095%
======
* The table does not reflect charges or credits which
investors might incur if they invest through a financial
institution.

===================================================
IMPORTANT DEFINITIONS

MANAGEMENT FEES: Fees paid to the investment
adviser for portfolio management services.

OTHER EXPENSES: Include administration, transfer
agency, custody, professional fees and
registration fees.

SERVICE FEES: Fees that are paid to the
Distributor for shareholder account service and
maintenance.
===================================================

<PAGE>
GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

1 YEAR 3 YEARS 5 YEARS 10 YEARS
BEDFORD SHARES $99 $311 $539 $1,196

<PAGE>

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS
The financial information in the table below shows the fund's financial
performance for the periods indicated. Certain information reflects results for
a single fund share. The term "Total Return" indicates how much your investment
would have increased or decreased during this period of time and assumes that
you have reinvested all dividends and distributions. These figures have been
________ by _______________________, the Company's __________________________.
The _________ report, along with the fund's __________________, are included
in the fund's _____________, which is available upon request (see back cover for
ordering instructions).

FINANCIAL HIGHLIGHTS
(FOR A BEDFORD SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
GOVERNMENT OBLIGATIONS
MONEY MARKET PORTFOLIO

============ ============ =========== ============ ===========
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
8/31/99 8/31/98 8/31/97 8/31/96 8/31/95
============ ============ =========== ============ ===========
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------
Income from investment operations
Net investment income 0.0463 0.0449 0.0458 0.0475
------ ------ ------ ------
Total from investment operations 0.0463 0.0449 0.0458 0.0475
------ ------ ------ ------

LESS DISTRIBUTIONS
Distributions from net investment income (0.0463) (0.0449) (0.0458) (0.0475)
Distributions from net realized capital gains -- -- -- --
------ ------ ------ ------
Total distributions (0.0463) (0.0449) (0.0458) (0.0475)
------ ------ ------ ------
NET ASSET VALUE AT END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======
Total return 4.74% 4.59% 4.68% 4.86%

RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (in thousands) $128,447 $209,715 $192,599 $163,398
Ratios of expenses to average net assets
After advisory/administration fee waivers .975% .975% .975% .975%
Before advisory/administration fee waivers 1.10% 1.09% 1.10% 1.13%
Ratios of net investment income to average net
assets
After advisory/administration fee waivers 4.63% 4.49% 4.58% 4.75%
Before advisory/administration fee waivers _____% _____% _____% _____%
============ ============ =========== ============ ===========
</TABLE>

<PAGE>

NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO

================================================================================
IMPORTANT DEFINITIONS

GENERAL OBLIGATION BONDS: Bonds which are secured by the issuer's pledge of
its full faith, credit and taxing power for the payment of principal and
interest.

LIQUIDITY: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

MUNICIPAL LEASE OBLIGATIONS: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

MUNICIPAL SECURITY: A short-term obligation issued by or on behalf of
states and possessions of the United States, their political subdivisions
and their agencies and authorities.

NET ASSET VALUE (NAV): The value of everything the fund owns, minus everything
it owes, divided by the number of shares held by investors.

TAX-EXEMPT COMMERCIAL PAPER: Short-term Municipal Securities with maturities of
1 to 270 days.

INVESTMENT GOAL
The fund seeks to generate current income that is exempt from federal, New York
State and New York City personal income taxes, to provide you with liquidity and
to protect your investment.

PRIMARY INVESTMENT STRATEGIES
To achieve this goal, we invest primarily in Municipal Securities of issuers
located in New York.

Specifically, we may invest in:

4) Unrated notes, paper and other instruments that are determined by us to be
of comparable quality to the instruments described above.

The fund seeks to maintain a net asset value of $1.00 per share.

We normally invest at least 80% of its net assets in Municipal Securities and
other instruments whose interest is exempt from regular federal income tax. Up
to 20% can be invested in securities which are subject to Federal Alternative
Minimum Tax.

We intend to normally invest at least 65% of its assets in Municipal Securities
of issuers located in New York.

<PAGE>

NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO

MATURITY
The dollar-weighted average maturity of all the investments of the fund will be
90 days or less. Only those securities which have or are deemed to have
remaining maturities of 397 days or less (except for certain variable and
floating rate instruments and securities collateralizing repurchase agreements)
will be purchased.

The Company's Board of Directors can change the investment objective of the
fund. Shareholders will be given notice before any such change is made.

The fund's securities may not earn as high a level of income as longer term or
lower quality securities, which generally have greater risk and more fluctuation
in value.

We concentrate its investments in securities of issuers located in New York. The
fund is non-diversified under the Investment Company Act of 1940 (1940 Act).
This raises special concerns because the fund's performance is more dependent
upon the performance of a smaller number of securities and issuers than in a
diversified portfolio. Some issuers of New York Municipal Securities have
experienced serious financial difficulties in recent years. The change in value
of any one security may affect the overall value of the fund more than it would
a diversified portfolio. In particular, changes in the economic conditions and
governmental policies of New York and its political subdivisions could hurt the
value of the fund's share.

Municipal Securities include revenue bonds, general obligation bonds and
municipal lease obligations. Revenue bonds include private activity bonds, which
are not payable from the general revenues of the issuer. Consequently, the
credit quality of private activity bonds is usually directly related to the
credit standing of the corporate users of the facility involved. To the extent
that the fund's assets are invested in private activity bonds, the fund will be
subject to the particular risks presented by the laws and economic conditions
relating to such projects and bonds to a greater extent than if its assets were
not so invested. Moral obligation bonds are normally issued by special purpose
public authorities. If the issuer of moral obligation bonds is unable to pay its
debts from current revenues, it may draw on a reserve fund the restoration of
which is a moral but not a legal obligation of the state or municipality which
created the issuer. Municipal lease obligations are not guaranteed by the issuer
and are generally less liquid than other securities.

We may invest without limit in bonds the interest on which may be subject to the
Federal Alternative Minimum Tax. Interest on these bonds that is received by
taxpayers subject to the Federal Alternative Minimum Tax is taxable.

We may invest 25% or more of assets in Municipal Securities whose interest is
paid solely from revenues of similar projects. For example, the fund may invest
more that 25% of its assets in Municipal Securities related to water or sewer
systems. This type of concentration exposes the fund to the legal and economic
risks relating to those projects.

<PAGE>
NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO

We will rely on legal opinions of counsel to issuers of Municipal Securities as
to the tax-free status of investments and will not do our own analysis.

We may purchase variable and floating rate instruments. The absence of an active
market for these securities could make it difficult for the fund to dispose of
them if the issuer defaults.

RISK / RETURN INFORMATION
As of December 1, 1999, the fund had not commenced investment operations.

EXPENSES AND FEES
As a shareholder you pay certain fees and expenses. Annual fund operating
expenses are paid out of fund assets and are reflected in the fund's price.

The table below describes the fees and expenses that you may pay if you buy and
hold Bedford Shares of the fund. The table is based on estimated expenses the
fund expects to incur for the current fiscal year.

ANNUAL FUND OPERATING EXPENSES*
(Expenses that are deducted from fund assets)

Management Fees1........................................ 0.35%

Distribution and service (12b-1) fees................... 0.57%

Other expenses.......................................... 0.21%
-----
Total annual fund operating expenses2................... 1.13%
=====
* The table does not reflect charges or credits which
investors might incur if they invest through a financial
institution.

1. BIMC has voluntarily agreed that a portion of its management fee will not
be imposed on the fund during the current fiscal year. As a result of the
fee waiver, current management fees of the fund are 0.06% of average daily
net assets. This waiver is expected to remain in effect for the current
fiscal year. However, it is voluntary and can be modified or terminated at
any time without the fund's consent.

2. As a result of the fee waiver set forth in note 1, the total annual fund
operating expenses which are estimated to be incurred during the current
fiscal year are 0.84%. Although this fee waiver is expected to remain in
effect for the current fiscal year, it is voluntary and may be terminated
at any time at the option of BIMC.

===============================================
IMPORTANT DEFINITIONS

MANAGEMENT FEES: Fees paid to the investment
adviser for portfolio management services.

OTHER EXPENSES: Include administration,
transfer agency, custody, professional fees
and registration fees.

SERVICE FEES: Fees that are paid to the
Distributor for shareholder account service
and maintenance.
===============================================
19
<PAGE>

NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO

1 YEAR 3 YEARS

BEDFORD SHARES $86 $268

FINANCIAL HIGHLIGHTS
As of December 1, 1999, the Bedford Class of the fund had not commenced
investment operations; therefore no financial highlights information is
available.

<PAGE>

PORTFOLIO MANAGEMENT

INVESTMENT ADVISOR

BIMC, a majority-owned indirect subsidiary of PNC Bank, N.A. serves as
investment adviser and is responsible for all purchases and sales of each fund's
portfolio securities. BIMC and its affiliates are one of the largest U.S. bank
managers of mutual funds, with assets currently under management in excess of
$__ billion. BIMC (formerly known as PNC Institutional Management Corporation or
PIMC) was organized in 1977 by PNC Bank to perform advisory services for
investment companies and has its principal offices at Bellevue Park Corporate
Center, 400 Bellevue Parkway, Wilmington, DE 19809.

For the fiscal year ended August 31, 1999, BIMC received the following fees as a
percentage of each fund's average net assets:

Money Market Portfolio _____%
Municipal Money Market Portfolio _____%
Government Obligations Money Market Portfolio _____%
New York Municipal Money Market Portfolio _____%*

The following chart shows the funds' other service providers and includes their
addresses and principal activities.

*Since the New York Municipal Money Market Portfolio had not commenced
investment operations as of December 1, 1999, the contractual fee has been
provided.

<PAGE>

============
SHAREHOLDERS
============
Distribution
and
Shareholder
Services

==================================== ====================================
PRINCIPAL DISTRIBUTOR TRANSFER AGENT

PROVIDENT DISTRIBUTORS, INC. PFPC INC.
FOUR FALLS CORPORATE CENTER, 6TH FL. 400 BELLEVUE PARKWAY
WEST CONSHOCHOCKEN, PA 19428 WILMINGTON, DE 19809

Distributes shares of the fund. Handles shareholder services,
including record-keeping and
statements, distribution of
dividends and processing of
buy and sell requests.
==================================== ====================================

Asset
Management

==================================== =====================================
INVESTMENT ADVISER CUSTODIAN

BLACKROCK INSTITUTIONAL PFPC TRUST COMPANY
MANAGEMENT CORPORATION 200 STEVENS DRIVE
400 BELLEVUE PARKWAY LESTER, PA 19113
WILMINGTON, DE 19809

Holds the fund's assets, settles all
Manages the fund's business and portfolio trades and collects most of
investment activities. the valuation data required for
calculating the fund's net asset
value ("NAV").
==================================== =====================================

Fund
Operations

====================================
ADMINISTRATOR AND FUND
ACCOUNTING AGENT

PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

Provides facilities, equipment and
personnel to carry out
administrative services related to
the fund and calculates the fund's
NAV, dividends and distributions.
====================================

==========================
BOARD OF DIRECTORS

Supervises the fund's
activities.
==========================

<PAGE>

SHAREHOLDER INFORMATION

PRICING SHARES

The price of your shares is also referred to as the net asset value (NAV).

The NAV is determined twice daily at 12:00 noon and at 4:00 p.m., Eastern time,
each day on which both the New York Stock Exchange and the Federal Reserve Bank
of Philadelphia are open. It is calculated by dividing a fund's total assets,
less its liabilities, by the number of shares outstanding.

Each fund values its securities using amortized cost. This method values a fund
holding initially at its cost and then assumes a constant amortization to
maturity of any discount or premium. The amortized cost method ignores any
impact of changing interest rates.

PURCHASE OF SHARES

GENERAL. You may purchase Bedford Shares through an account maintained by your
brokerage firm (the "Account") and you may also purchase Shares directly by mail
or wire. The minimum initial investment is $1,000, and the minimum subsequent
investment is $100. The Company in its sole discretion may accept or reject any
order for purchases of Bedford Shares.

Purchases will be effected at the net asset value next determined after PFPC,
the Company's transfer agent, has received a purchase order in good order and
the Company's custodian has Federal Funds immediately available to it. In those
cases where payment is made by check, Federal Funds will generally become
available two Business Days after the check is received. A "Business Day" is any
day that both the New York Stock Exchange (the "NYSE") and the Federal Reserve
Bank of Philadelphia (the "FRB") are open. On any Business Day, orders which are
accompanied by Federal Funds and received by the Company by 12:00 noon Eastern
Time, and orders as to which payment has been converted into Federal Funds by
12:00 noon Eastern Time, will be executed as of 12:00 noon that Business Day.
Orders which are accompanied by Federal Funds and received by PFPC after 12:00
noon Eastern Time but prior to the close of regular trading on the NYSE
(generally 4:00 p.m. Eastern Time), and orders as to which payment has been
converted into Federal Funds after 12:00 noon Eastern Time but prior to the
close of regular trading on the NYSE on any Business Day, will be executed as of
the close of regular trading on the NYSE on that Business Day, but will not be
entitled to receive dividends declared on such Business Day. Orders which are
accompanied by Federal Funds and received by the Company as of the close of
regular trading on the NYSE or later, and orders as to which payment has been
converted to Federal Funds as of the close of regular trading on the NYSE or
later on a Business Day will be processed as of 12:00 noon Eastern Time on the
following Business Day.

PURCHASES THROUGH AN ACCOUNT. Purchases of Shares may be effected through an
Account with your broker through procedures and requirements established by your
broker. In such event, beneficial ownership of Bedford Shares will be recorded
by your broker and will be reflected in the Account statements provided to you
by your broker. Your broker may impose minimum investment Account requirements.
Even if your broker does not impose a sales charge for purchases of Bedford
Shares, depending on the terms of your Account with your broker, the broker may
charge to your Account fees for automatic investment and other services provided
to your Account. Information concerning Account requirements, services and
charges should be obtained from your broker, and you should read this Prospectus
in conjunction with any information received from your broker. Shares are held
in the street name account of your broker and if you desire to transfer such
shares to the street name account of another broker, you should contact your
current broker.

A broker with whom you maintain an Account may offer you the ability to purchase
Bedford Shares under an automatic purchase program (a "Purchase Program")
established by a participating broker. If you participate in a Purchase Program,
then you will have your "free-credit" cash balances in your

<PAGE>

Account automatically invested in Shares of the Bedford Class designated by you
as the" Primary Bedford Class" for your Purchase Program. The frequency of
investmentsand the minimum investment requirement will be established by the
broker and the Company. In addition, the broker may require a minimum amount of
cash and/or securities to be deposited in your Account to participate in its
Purchase Program. The description of the particular broker's Purchase Program
should be read for details, and any inquiries concerning your Account under a
Purchase Program should be directed to your broker. As a participant in a
Purchase Program, you may change the designation of the Primary Bedford Class at
any time by so instructing your broker.

If your broker makes special arrangements under which orders for Bedford Shares
are received by PFPC prior to 12:00 noon Eastern Time, and your broker
guarantees that payment for such Shares will be made in available Federal Funds
to the Company's custodian prior to the close of regular trading on the NYSE on
the same day, such purchase orders will be effective and Shares will be
purchased at the offering price in effect as of 12:00 noon Eastern Time on the
date the purchase order is received by PFPC.

DIRECT PURCHASES. You may also make direct investments at any time in any
Bedford Class you select through any broker that has entered into a dealer
agreement with the Distributor (a "Dealer"). You may make an initial investment
in any of the Bedford Classes by mail by fully completing and signing an
application obtained from a Dealer (the "Application"), specifying the Portfolio
in which you wish to invest, and mailing it, together with a check payable to
"The Bedford Family" to the Bedford Family, c/o PFPC, P.O. Box 8950, Wilmington,
Delaware 19899. The check must specify the name of the Portfolio for which
shares are being purchased. An Application will be returned to you unless it
contains the name of the Dealer from whom you obtained it. Subsequent purchases
may be made through a Dealer or by forwarding payment to the Company's transfer
agent at the foregoing address.

Provided that your investment is at least $2,500, you may also purchase Shares
in any of the Bedford Classes by having your bank or Dealer wire Federal Funds
to the Company's Custodian, PFPC Trust Company. Your bank or Dealer may impose a
charge for this service. The Company does not currently charge for effecting
wire transfers but reserves the right to do so in the future. In order to ensure
prompt receipt of your Federal Funds wire, for an initial investment, it is
important that you follow these steps:

A. Telephone the Company's transfer agent, PFPC, toll-free
(800)533-7719 and provide your name, address, telephone
number, Social Security or Tax Identification Number, the
Bedford Class selected, the amount being wired, and by which
bank or Dealer. PFPC will then provide you with an account
number. (If you have an existing account, you should also
notify PFPC prior to wiring funds.)

B. Instruct your bank or Dealer to wire the specified amount,
together with your assigned account number, to PFPC's account
with PNC Bank.
PNC Bank, N.A., Philadelphia, PA
ABA-0310-0005-3.
FROM: (your name)
ACCOUNT NUMBER: (your account number with the Portfolio)
FOR PURCHASE OF: (name of the Portfolio)
AMOUNT: (amount to be invested)

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

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

RETIREMENT PLANS. Bedford Shares may be purchased in conjunction with individual
retirement accounts ("IRAs") and rollover IRAs where PFPC Trust Company acts as
custodian. For further information as to

<PAGE>

applications and annual fees, contact the Distributor or your broker. To
determine whether the benefits of an IRA are available and/or appropriate, you
should consult with your tax adviser.

REDEMPTION OF SHARES

GENERAL. Redemption orders are effected at the net asset value per share next
determined after receipt of the order in proper form by the Company's transfer
agent, PFPC. You may redeem all or some of your Shares in accordance with one of
the procedures described below.

REDEMPTION OF SHARES IN AN ACCOUNT. If you beneficially own Bedford Shares
through an Account, you may redeem Bedford Shares in your Account in accordance
with instructions and limitations pertaining to your Account by contacting your
broker. If such notice is received by PFPC by 12:00 noon Eastern Time on any
Business Day, the redemption will be effective as of 12:00 noon Eastern Time on
that day. Payment of the redemption proceeds will be made after 12:00 noon
Eastern Time on the day the redemption is effected, provided that the Company's
custodian is open for business. If the custodian is not open, payment will be
made on the next bank business day. If the redemption request is received
between 12:00 noon and the close of regular trading on the NYSE on a Business
Day, the redemption will be effective as of the close of regular trading on the
NYSE on such Business Day and payment will be made on the next bank business day
following receipt of the redemption request. If all of your Shares are redeemed,
all accrued but unpaid dividends on those Shares will be paid with the
redemption proceeds.

Your brokerage firm may also redeem each day a sufficient number of Shares of
the Primary Bedford Class to cover debit balances created by transactions in
your Account or instructions for cash disbursements. Shares will be redeemed on
the same day that a transaction occurs that results in such a debit balance or
charge.

Each brokerage firm reserves the right to waive or modify criteria for
participation in an Account or to terminate participation in an Account for any
reason.

REDEMPTION OF SHARES OWNED DIRECTLY. If you own Shares directly, you may redeem
any number of Shares by sending a written request to The Bedford Family c/o
PFPC, P.O. Box 8950, Wilmington, Delaware 19899. Redemption requests must be
signed by each shareholder in the same manner as the Shares are registered.
Redemption requests for joint accounts require the signature of each joint
owner. On redemption requests of $5,000 or more, each signature must be
guaranteed. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not part of these programs will not be accepted.

If you are a direct investor, you may redeem your Shares without charge by
telephone if you have completed and returned an account application containing
the appropriate telephone election. To add a telephone option to an existing
account that previously did not provide for this option, you must file a
Telephone Authorization Form with PFPC. This form is available from PFPC. Once
this election has been made, you may simply contact PFPC by telephone to request
the redemption by calling (800) 533-7719. Neither the Company, the Distributor,
the Portfolios, the Administrator nor any other Company agent will be liable for
any loss, liability, cost or expense for following the procedures below or for
following instructions communicated by telephone that they reasonably believe to
be genuine.

<PAGE>

proceeds be sent only by check to the account owners of record at the address of
record, or by wire only to the owners of record at the bank account of record;
(5) sending a written confirmation for each telephone transaction to the owners
of record at the address of record within five (5) business days of the call;
and (6) maintaining tapes of telephone transactions for six months, if the
Company elects to record shareholder telephone transactions. For accounts held
of record by broker-dealers (other than the Distributor), financial
institutions, securities dealers, financial planners or other industry
professionals, additional documentation or information regarding the scope of
authority is required. Finally, for telephone transactions in accounts held
jointly, additional information regarding other account holders is required.
Telephone transactions will not be permitted in connection with IRA or other
retirement plan accounts or by attorney-in-fact under power of attorney.

Proceeds of a telephone redemption request will be mailed by check to your
registered address unless you have designated in your Application or Telephone
Authorization Form that such proceeds are to be sent by wire transfer to a
specified checking or savings account. If proceeds are to be sent by wire
transfer, a telephone redemption request received prior to the close of regular
trading on the NYSE will result in redemption proceeds being wired to your bank
account on the next day that a wire transfer can be effected. The minimum
redemption for proceeds sent by wire transfer is $2,500. There is no maximum for
proceeds sent by wire transfer. The Company may modify this redemption service
at any time or charge a service fee upon prior notice to shareholders, although
no fee is currently contemplated.

REDEMPTION BY CHECK. If you are a direct investor or you do not have check
writing privileges for your Account, the Company will provide to you forms of
drafts ("checks") payable through PNC Bank. These checks may be made payable to
the order of anyone. The minimum amount of a check is $100; however, your broker
may establish a higher minimum. If you wish to use this check writing redemption
procedure, you should complete specimen signature cards (available from PFPC),
and then forward such signature cards to PFPC. PFPC will then arrange for the
checks to be honored by PNC Bank. If you own Shares through an Account, you
should contact your broker for signature cards. Investors with joint accounts
may elect to have checks honored with a single signature. Check redemptions will
be subject to PNC Bank's rules governing checks. An investor will be able to
stop payment on a check redemption. The Company or PNC Bank may terminate this
redemption service at any time, and neither shall incur any liability for
honoring checks, for effecting redemptions to pay checks, or for returning
checks which have not been accepted.

When a check is presented to PNC Bank for clearance, PNC Bank, as your agent,
will cause the Company to redeem a sufficient number of your full and fractional
Shares to cover the amount of the check. This procedure enables you to continue
to receive dividends on your Shares representing the amount being redeemed by
check until such time as the check is presented to PNC Bank. Pursuant to rules
under the 1940 Act, checks may not be presented for cash payment at the offices
of PNC Bank. This limitation does not affect checks used for the payment of
bills or cash at other banks.

ADDITIONAL REDEMPTION INFORMATION. The Company ordinarily will make payment for
all Shares redeemed within seven days after receipt by PFPC of a redemption
request in proper form. Although the Company will redeem Shares purchased by
check before the check clears, payment of the redemption proceeds may be delayed
for a period of up to fifteen days after their purchase, pending a determination
that the check has cleared. This procedure does not apply to Shares purchased by
wire payment. You should consider purchasing Shares using a certified or bank
check or money order if you anticipate an immediate need for redemption
proceeds.

The Company does not impose a charge when Shares are redeemed. The Company
reserves the right to redeem any account in a Bedford Class involuntarily, on
thirty days' notice, if such account falls below $500 and during such 30-day
notice period the amount invested in such account is not increased to at least
$500. Payment for Shares redeemed may be postponed or the right of redemption
suspended as provided by the rules of the SEC.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

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

The net investment income (not including any net short-term capital gains)
earned by each fund will be declared as a dividend on a daily basis and paid
monthly. Dividends are payable to shareholders of record immediately prior to
the determination of net asset value made as of the close of trading of the
NYSE. Net short-term capital gains, if any, will be distributed at least
annually.

TAXES

Distributions from the Money Market Portfolio and the Government Obligations
Money Market Portfolio will generally be taxable to shareholders. It is expected
that all, or substantially all, of these distributions will consist of ordinary
income. You will be subject to income tax on these distributions regardless of
whether they are paid in cash or reinvested in additional shares. The one major
exception to these tax principles is that distributions on shares held in an IRA
(or other tax-qualified plan) will not be currently taxable.

Distributions from the Municipal Money Market Portfolio and the New York
Municipal Money Market Portfolio will generally constitute tax-exempt income for
shareholders for federal income tax purposes. It is possible, depending upon the
Portfolios' investments, that a portion of each Portfolio's distributions could
be taxable to shareholders as ordinary income or capital gains, but it is not
expected that this will be the case.

Interest on indebtedness incurred by a shareholder to purchase or carry shares
of the Municipal Money Market Portfolio and the New York Municipal Money Market
Portfolio generally will not be deductible for federal income tax purposes.

You should note that a portion of the exempt-interest dividends paid by the
Municipal Money Market Portfolio and the New York Municipal Money Market
Portfolio may constitute an item of tax preference for purposes of determining
federal alternative minimum tax liability. Exempt-interest dividends will also
be considered along with other adjusted gross income in determining whether any
Social Security or railroad retirement payments received by you are subject to
federal income taxes.

It is anticipated that distributions from the New York Municipal Obligations
will generally be exempt from New York State and New York City personal income
(but not corporate franchise) taxes. Although distributions from the Municipal
Money Market Portfolio and the New York Municipal Money Market Portfolio are
exempt for federal income tax purposes, they will generally constitute taxable
income for state and local income tax purposes except that, subject to
limitations that vary depending on the state, distributions from interest paid
by a state or municipal entity may be exempt from tax in that state.

The foregoing is only a summary of certain tax considerations under the current
law, which may be subject to change in the future. Shareholders who are
nonresident aliens, foreign trusts or estates, or foreign corporations or
partnerships may be subject to different United States Federal income tax
treatment. You should consult your tax adviser for further information regarding
federal, state, local and/or foreign tax consequences relevant to your specific
situation.

DISTRIBUTION ARRANGEMENTS

Bedford Shares of the funds are sold without a sales load on a continuous basis
by Provident Distributors, Inc., whose principal business address is at Four
Falls Corporate Center, West Conshohocken, PA 19428.

<PAGE>

The Board of Directors of the Company approved and adopted the Distribution
Agreement and separate Plans of Distribution for each of the Classes
(collectively, the "Plans") pursuant to Rule 12b-1 under the 1940 Act. Under
each of the Plans, the Distributor is entitled to receive from the relevant
Bedford Class a distribution fee, which is accrued daily and paid monthly, of up
to .65% on an annualized basis of the average daily net assets of the relevant
Bedford Class. The actual amount of such compensation is agreed upon from time
to time by the Company's Board of Directors and the Distributor. Under the
Distribution Agreement, the Distributor has agreed to accept compensation for
its services thereunder and under the Plans in the amount of .60% of the average
daily net assets of the relevant Class on an annualized basis in any year. The
Distributor may, in its discretion, voluntarily waive from time to time all or
any portion of its distribution fee.

Under the Distribution Agreement and the relevant Plan, the Distributor may
reallocate an amount up to the full fee that it receives to financial
institutions, including broker/dealers, based upon the aggregate investment
amounts maintained by and services provided to shareholders of any relevant
Class serviced by such financial institutions. The Distributor may also
reimburse broker/dealers for other expenses incurred in the promotion of the
sale of Bedford Shares. The Distributor and/or broker/dealers pay for the cost
of printing (excluding typesetting) and mailing to prospective investors
prospectuses and other materials relating to the Bedford Classes as well as for
related direct mail, advertising and promotional expenses.

Each of the Plans obligates the Company, during the period it is in effect, to
accrue and pay to the Distributor on behalf of each Bedford Class the fee agreed
to under the Distribution Agreement. Payments under the Plans are not based on
expenses actually incurred by the Distributor, and the payments may exceed
distribution expenses actually incurred. Because these fees are paid out of the
funds' assets on an on-going basis, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges.

<PAGE>

FOR MORE INFORMATION:
This prospectus contains important information you should know before you
invest. Read it carefully and keep it for future reference. More information
about the Bedford Family is available free, upon request, including:

ANNUAL/SEMI-ANNUAL REPORT
These reports contain additional information about each of the funds'
investments, describe the funds' performance, list portfolio holdings, and
discuss recent market conditions, economic trends and fund strategies for the
last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
A Statement of Additional Information, dated December 1, 1999 has been filed
with the Securities and Exchange Commission (SEC). The SAI, which includes
additional information about the Bedford Family, may be obtained free of charge,
along with the Bedford Family annual and semi-annual reports, by calling (800)
533-7719. The SAI, as supplemented from time to time, is incorporated by
reference into this Prospectus (and is legally considered a part of this
Prospectus).

SHAREHOLDER ACCOUNT SERVICE REPRESENTATIVES
Representatives are available to discuss account balance information, mutual
fund prospectuses, literature, programs and services available. Hours: __ a.m.
to__ p.m. (Eastern time) Monday-Friday. Call: (800) 533-7719.

PURCHASES AND REDEMPTIONS
Call your broker or (800) 533-7719.

WRITTEN CORRESPONDENCE
Post Office Address: Bedford Family
c/o PFPC, Inc.
PO Box 8950
Wilmington, DE 19899-8950

Street Address: Bedford Family
c/o PFPC, Inc.
400 Bellevue Parkway
Wilmington, DE 19809

SECURITIES AND EXCHANGE COMMISSION (SEC)
You may also view information about The RBB Fund, Inc. and the Bedford Family,
including the SAI, by visiting the SEC Web site (http://www.sec.gov) or the
SEC's Public Reference Room in Washington, D.C. Information about the operation
of the public reference room can be obtained by calling the SEC directly at
1-800-SEC-0330. Copies of this information can be obtained, for a duplicating
fee, by writing to the Public Reference Section of the SEC, Washington, D.C.
20549-6009.

INVESTMENT COMPANY ACT FILE NO. 811-05518

<PAGE>

CASH PRESERVATION PORTFOLIOS

OF THE RBB FUND, INC.

Money Market Portfolio
Municipal Money Market Portfolio

Please note that these funds:

PROSPECTUS

DECEMBER 1, 1999

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

TABLE OF CONTENTS

================================
INTRODUCTION TO THE RISK/RETURN SUMMARY....1

PORTFOLIO DESCRIPTION
A LOOK AT THE GOALS, STRATEGIES, Money Market...........................2
RISKS, EXPENSES AND FINANCIAL Municipal Money Market.................7
HISTORY OF EACH PORTFOLIO.

PORTFOLIO MANAGEMENT
DETAILS ABOUT THE SERVICE Investment Adviser....................13
PROVIDERS. Service Provider Chart................14

SHAREHOLDER INFORMATION
POLICIES AND INSTRUCTIONS FOR Pricing Shares........................15
OPENING, MAINTAINING AND CLOSING Purchase of Shares....................15
AN ACCOUNT IN ANY OF THE Redemption of Shares..................16
PORTFOLIOS. Dividends and Distributions...........18
Taxes.................................19

DETAILS ON DISTRIBUTION PLANS. DISTRIBUTION ARRANGEMENTS.................19

FOR MORE INFORMATION..........See Back Cover
================================

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

INTRODUCTION TO THE RISK/RETURN SUMMARY

This Prospectus has been written to provide you with the information you need to
make an informed decision about whether to invest in Cash Preservation Classes
of The RBB Fund, Inc. (the "Company").

The two classes of common stock (each a "Cash Preservation Class") of the
Company offered by this Prospectus represent interests in the Cash Preservation
Classes of the Money Market Portfolio and the Municipal Money Market Portfolio.
This Prospectus and the Statement of Additional Information incorporated herein
relate solely to the Cash Preservation Classes of the Company.

This Prospectus has been organized so that each Portfolio has its own short
section with important facts about that particular Portfolio. Once you read the
short sections about the Portfolios that interest you, read the sections about
Purchase and Redemption of Shares of the Cash Preservation Classes ("Cash
Preservation Shares"). These sections apply to all the Portfolios offered by
this Prospectus.

1
<PAGE>
MONEY MARKET PORTFOLIO

================================================================================
IMPORTANT DEFINITIONS

ASSET-BACKED SECURITIES: Debt securities that are backed by a pool of assets,
usually loans such as installment sale contracts or credit card receivables.

COMMERCIAL PAPER: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations and others.

LIQUIDITY: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

NET ASSET VALUE (NAV): The value of everything the fund owns, minus everything
it owes, divided by the number of shares held by investors.

INVESTMENT GOAL
The fund seeks to generate current income, to provide you with liquidity and to
protect your investment.

Specifically, we may invest in:

3) Unrated notes, paper and other instruments that are determined by us to be
of comparable quality to the instruments described above.

4) Asset-backed securities (including interests in pools of assets such as
mortgages, installment purchase obligations and credit card receivables).

5) Securities issued or guaranteed by the U.S. Government or by its agencies
or authorities.

6) Dollar-denominated securities issued or guaranteed by foreign governments
or their political subdivisions, agencies or authorities.

7) Securities issued or guaranteed by state or local governmental bodies.

8) Repurchase agreements relating to the above instruments.

The fund seeks to maintain a net asset value of $1.00 per share.

2
<PAGE>

MONEY MARKET PORTFOLIO

The Company's Board of Directors can change the investment objective of the
fund. Shareholders will be given notice before any such change is made.

The fund's securities may not earn as high a level of income as longer term or
lower quality securities, which generally have greater risk and more fluctuation
in value.

The fund could lose money if a seller under a repurchase agreement defaults or
declares bankruptcy.

We may purchase variable and floating rate instruments. The absence of an active
market for these securities could make it difficult to dispose of them if the
issuer defaults.

RISK / RETURN INFORMATION
The chart and table below give you a picture of the fund's long-term performance
for Cash Preservation Shares. The information shows you how the fund's
performance has varied year by year and provides some indication of the risks of
investing in the fund. The chart and the table both assume reinvestment of
dividends and distributions. As with all such investments, past performance is
not an indication of future results. Performance reflects fee waivers in effect.
If fee waivers were not in place, the fund's performance would be reduced.

AS OF 12/31
ANNUAL TOTAL RETURNS

[OBJECT OMITTED]

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------------
8.81% 7.62% 5.55% 3.09% 2.41% 3.30% 5.19% 4.67% 4.82% 4.78%

Year-to-date total return for the nine months ended September 30, 1999: ___%
Best Quarter: 5.90% (quarter ended 6/30/89)
Worst Quarter: 1.53% (quarter ended 3/31/93)

AS OF 12/31/98
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS SINCE INCEPTION*

MONEY MARKET 4.78% 4.55% 5.05%

*Commenced operations on September 30, 1988

CURRENT YIELD: The seven-day yield for the period ended 12/31/98 for the fund
was 4.40%. Past performance is not an indication of future results. Yields will
vary. You may call (800) 430-9618 to obtain the current seven-day yield of the
fund.

EXPENSES AND FEES
As a shareholder you pay certain fees and expenses. Annual fund operating
expenses are paid out of fund assets and are reflected in the fund's price.

The table below describes the fees and expenses that you may pay if you buy and
hold Cash Preservation Shares of the fund. The table is based on expenses for
the most recent fiscal year.

4
<PAGE>

ANNUAL FUND OPERATING EXPENSES*
(Expenses that are deducted from fund assets)

Management Fees1....................... 0.36%

Distribution and service (12b-1) fees.. 0.40%

Other expenses......................... 9.08%
-----
Total annual fund operating expenses2.. 9.84%
=====

==================================
IMPORTANT DEFINITIONS

MANAGEMENT FEES: Fees paid to the
investment adviser for portfolio
management services.

OTHER EXPENSES: Include
administration, transfer agency,
custody, professional fees and
registration fees.

SERVICE FEES: Fees that are paid to
the Distributor for shareholder
account service and maintenance.
===================================

* The table does not reflect charges or credits which
investors might incur if they invest through a financial
institution.

2. As a result of the fee waiver set forth in note 1, the total annual fund
operating expenses which are estimated to be incurred during the current
fiscal year are 0.95%. Although this fee waiver is expected to remain in
effect for the current fiscal year, it is voluntary and may be terminated
at any time at the option of BIMC.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
CASH PRESERVATION SHARES $97 $303 $525 $1,166

<PAGE>

FINANCIAL HIGHLIGHTS
The financial information in the table below shows the fund's financial
performance for the periods indicated. Certain information reflects results for
a single fund share. The term "Total Return" indicates how much your investment
would have increased or decreased during this period of time and assumes that
you have reinvested all dividends and distributions. These figures have been
_______ by __________________________, the Company's ______________________.
The _______________, along with the fund's ____________________, are included
in the fund's _____________, which is available upon request (see back cover for
ordering instructions).

FINANCIAL HIGHLIGHTS
(FOR A CASH PRESERVATION SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO
============ ============ =========== ============ ===========
YEAR YEAR YEAR YEAR YEAR ENDED
ENDED ENDED ENDED ENDED 8/31/95
8/31/99 8/31/98 8/31/97 8/31/96
============ ============ =========== ============ ===========
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------

Income from investment operations
Net investment income 0.0474 0.0464 0.0471 0.0487
-------- -------- -------- --------

Total from investment operations 0.0474 0.0464 0.0471 0.0487
--------- -------- -------- --------

LESS DISTRIBUTIONS
Distributions from net investment income (0.0474) (0.0464) (0.0471) (0.0487)
-------- -------- -------- --------
Distributions from net realized capital gains -- -- -- --
--------- -------- -------- --------
Total distributions (0.0474) (0.0464) (0.0471) (0.0487)
-------- -------- -------- --------
NET ASSET VALUE AT END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======

Total return 4.86% 4.74% 4.81% 4.98%

RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (in thousands) $226 $242 $202 $236
Ratios of expenses to average net assets
After advisory/administration fee waivers 0.95% 0.95% 0.95% 0.95%
Before advisory/administration fee waivers 9.84% 10.68% 12.08% 9.34%
Ratios of net investment income to average net
assets
After advisory/administration fee waivers 4.74% 4.64% 4.71% 4.87%
Before advisory/administration fee waivers ____% ____% ____% ____%
==============================================================
</TABLE>

<PAGE>

MUNICIPAL MONEY MARKET PORTFOLIO

================================================================================
IMPORTANT DEFINITIONS

GENERAL OBLIGATION BONDS: Bonds which are secured by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal and interest.

LIQUIDITY: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

MUNICIPAL LEASE OBLIGATIONS: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

MUNICIPAL SECURITY: A short-term obligation issued by or on behalf of states and
possessions of the United States, their political subdivisions and their
agencies and authorities.

NET ASSET VALUE (NAV): The value of everything the fund owns, minus everything
it owes, divided by the number of shares held by investors.

TAX-EXEMPT COMMERCIAL PAPER: Short-term Municipal Securities with maturities of
1 to 270 days.

INVESTMENT GOAL
The fund seeks to generate current income exempt from federal income taxes, to
provide you with liquidity and to protect your investment.

PRIMARY INVESTMENT STRATEGIES
To achieve this goal, we invest in a diversified portfolio of Municipal
Securities.

Specifically, we may invest in:

4) Unrated notes, paper and other instruments that are determined by us to be
of comparable quality to the instruments described above.

The fund seeks to maintain a net asset value of $1.00 per share.

We normally invest at least 80% of its net assets in Municipal Securities and
other instruments whose interest is exempt from federal income tax or subject to
the Federal Alternative Minimum Tax.

We intend to have no more than 25% of its total assets in Municipal Securities
of issuers located in the same state.

7
<PAGE>

The fund's securities may not earn as high a level of income as longer term or
lower quality securities, which generally have greater risk and more fluctuation
in value.

8
<PAGE>

related to water or sewer systems. This type of concentration exposes the fund
to the legal and economic risks relating to those projects.

We will rely on legal opinions of counsel to issuers of Municipal Securities as
to the tax-free status of investments and will not do our own analysis.

The fund may purchase variable and floating rate instruments. The absence of an
active market for these securities could make it difficult to dispose of them if
the issuer defaults. The fund, like any business, could be affected if the
computer systems on which it relies do not properly process information
beginning on January 1, 2000. While Year 2000 issues could have a negative
effect on the fund, BIMC is currently working to avoid such problems. BIMC, the
fund's investment adviser, is also working with other systems providers and
vendors servicing the Portfolios to determine their systems' ability to handle
Year 2000 problems. There is no guarantee, however, that systems will work
properly on or after January 1, 2000. Year 2000 problems may also hurt issuers
whose securities the fund holds or securities markets generally.

AS OF 12/31
ANNUAL TOTAL RETURNS

[OBJECT OMITTED]

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------------
5.53% 5.08% 3.72% 2.18% 1.94% 2.85% 3.38% 2.33% 2.83% 2.70%

Year-to-date total return for the nine months ended September 30, 1999: ___%
Best Quarter: 9.47% (quarter ended 6/30/89)
Worst Quarter: 2.36% (quarter ended 9/30/93)

9
<PAGE>

AS OF 12/31/98
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS SINCE INCEPTION*
MUNICIPAL
MONEY MARKET 2.70% 2.81% 3.26%

<PAGE>

CURRENT YIELD: The seven-day yield for the period ended 12/31/98 for the fund
was 2.27%. Past performance is not an indication of future results. Yields will
vary. You may call (800) 430-9618 to obtain the current seven-day yield of the
fund.

EXPENSES AND FEES
As a shareholder you pay certain fees and expenses. Annual fund operating
expenses are paid out of fund assets and are reflected in the fund's price.

The table below describes the fees and expenses that you may pay if you buy and
hold Cash Preservation Shares of the fund. The table is based on expenses for
the most recent fiscal year.

ANNUAL FUND OPERATING EXPENSES*
(Expenses that are deducted from fund assets)

Management Fees 1.................................... 0.34%

Distribution and service (12b-1) fees................ 0.40%

Other expenses....................................... 22.41%
------
Total annual fund operating expenses 2............... 23.15%
======

========================================
IMPORTANT DEFINITIONS

MANAGEMENT FEES: Fees paid to the
investment adviser for portfolio
management services.

OTHER EXPENSES: Include
administration, transfer agency,
custody, professional fees and
registration fees.

SERVICE FEES: Fees that are paid to
the Distributor for shareholder
account service and maintenance.
========================================

* The table does not reflect charges or credits which
investors might incur if they invest through a financial
institution.

1. BIMC has voluntarily agreed that a portion of its management fee will not
be imposed on the fund during the current fiscal year. As a result of the
fee waiver, current management fees of the fund are 0.08% of average daily
net assets. This waiver is expected to remain in effect for the current
fiscal year. However, it is voluntary and can be modified or terminated at
any time without the fund's consent.

2. As a result of the fee waiver set forth in note 1, the total annual fund
operating expenses which are estimated to be incurred during the current
fiscal year are 0.98%. Although this fee waiver is expected to remain in
effect for the current fiscal year, it is voluntary and may be terminated
at any time at the option of BIMC.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
CASH PRESERVATION SHARES $100 $312 $542 $1,201

<PAGE>

FINANCIAL HIGHLIGHTS
The financial information in the table below shows the fund's financial
performance for the periods indicated. Certain information reflects results for
a single fund share. The term "Total Return" indicates how much your investment
would have increased or decreased during this period of time and assumes that
you have reinvested all dividends and distributions. These figures have been
_______ by __________________________, the Company's _______________________.
The _________ report, along with the fund's ___________________, are included
in the fund's _____________, which is available upon request (see back cover for
ordering instructions).

FINANCIAL HIGHLIGHTS
(FOR A CASH PRESERVATION SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
MUNICIPAL MONEY MARKET PORTFOLIO
============ ============ =========== ============ ===========
YEAR YEAR YEAR YEAR YEAR ENDED
ENDED ENDED ENDED ENDED 8/31/95
8/31/99 8/31/98 8/31/97 8/31/96
============ ============ =========== ============ ===========
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------

Income from investment operations
Net investment income 0.0274 0.0272 0.0274 0.0281
--------- -------- -------- --------

Total from investment operations 0.0274 0.0272 0.0274 0.0281
--------- -------- -------- --------

LESS DISTRIBUTIONS
Distributions from net investment income (0.0274) (0.0272) (0.0274) (0.0281)
-------- -------- -------- --------
Distributions from net realized capital gains -- -- -- --
-------- -------- -------- --------
Total distributions (0.0274) (0.0272) (0.0274) (0.0281)
-------- -------- -------- --------
NET ASSET VALUE AT END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ========

Total return 2.82% 2.76% 2.78% 2.84%

RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (in thousands) $92 $97 $116 $161
Ratios of expenses to average net assets
After advisory/administration fee waivers 0.98% 0.98% 0.98% 0.98%
Before advisory/administration fee waivers 23.15% 26.58% 19.20% 1.30%
Ratios of net investment income to average net
assets
After advisory/administration fee waivers 2.78% 2.72% 2.74% 2.81%
Before advisory/administration fee waivers ____% ____% ____% ____%
==============================================================
</TABLE>

<PAGE>

PORTFOLIO MANAGEMENT

INVESTMENT ADVISOR

For the fiscal year ended August 31, 1999, BIMC received the following fees as a
percentage of each fund's average net assets:

Money Market Portfolio _____%
Municipal Money Market Portfolio _____%

The following chart shows the funds' other service providers and includes their
addresses and principal activities.

<PAGE>

================================

SHAREHOLDERS

================================

Distribution
and
Shareholder
Services

==================================== ========================================

PRINCIPAL DISTRIBUTOR TRANSFER AGENT

PROVIDENT DISTRIBUTORS, INC. PFPC INC.
FOUR FALLS CORPORATE CENTER, 6TH FL. 400 BELLEVUE PARKWAY
WEST CONSHOCHOCKEN, PA 19428 WILMINGTON, DE 19809

Distributes shares of the funds. Handles shareholder services,
including record-keeping and
statements, distribution of dividends
and processing of buy and sell
requests.

==================================== ========================================

Asset Management

==================================== ========================================
INVESTMENT ADVISER CUSTODIAN

BLACKROCK INSTITUTIONAL PFPC TRUST COMPANY
MANAGEMENT CORPORATION 200 STEVENS DRIVE
400 BELLEVUE PARKWAY LESTER, PA 19113
WILMINGTON, DE 19809
Holds each fund's assets, settles all
Manages each fund's business and portfolio trades and collects most of
investment activities. the valuation data required for
calculating each fund's net asset
value ("NAV").

==================================== ========================================

Fund Operations

==========================================

ADMINISTRATOR AND FUND ACCOUNTING AGENT

PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

Provides facilities, equipment and
personnel to carry out administrative
services related to each fund and
calculates each fund's NAV, dividends
and distributions.

==========================================

================================

BOARD OF DIRECTORS

Supervises the funds'
activities.

================================

14
<PAGE>

SHAREHOLDER INFORMATION

PRICING SHARES

The price of your shares is also referred to as the net asset value (NAV).

PURCHASE OF SHARES

GENERAL. You may purchase Cash Preservation Shares by mail, wire or exchange
from another Cash Preservation Class as described below. The minimum initial
investment is $1,000 and the minimum subsequent investment is $100 ($1,000 if
transmitted by wire). The Company in its sole discretion may accept or reject
any order for purchases of Cash Preservation Shares.

If you hold Shares in the street name account of a broker/dealer and you want to
transfer your Shares to another broker/dealer, contact your current
broker/dealer.

PURCHASES BY MAIL. You may also make direct investments at any time in any
Bedford Class you select through any broker that has entered into a dealer
agreement with the Distributor (an "Authorized Dealer"). You may make an initial
investment in any of the Cash Preservation Classes by mail by fully completing
and signing an application obtained from an Authorized Dealer (the
"Application"), specifying the Portfolio in which you wish to invest, and
mailing it, together with a check payable to "Cash Preservation" to the Cash
Preservation Portfolios, c/o PFPC, P.O. Box 8916, Wilmington, Delaware 19899.
The check must specify the name of the Portfolio for which shares are being
purchased. An Application will be returned to you unless it contains the name of
the Authorized Dealer from whom you obtained it. Subsequent purchases may be
made through an Authorized Dealer or by forwarding payment to the Company's
transfer agent at the foregoing address.

PURCHASES BY BANK WIRE. You may also purchase Shares in either of the Cash
Preservation Classes by having your bank or Authorized Dealer wire Federal Funds
to the Company's Custodian, PFPC Trust

15
<PAGE>

Company. Your bank or Authorized Dealer may impose a charge for this service.
The Company does not currently charge for effecting wire transfers but reserves
the right to do so in the future. In order to ensure prompt receipt of your
Federal Funds wire, for an initial investment, it is important that you follow
these steps:

A. Telephone the Company's transfer agent, PFPC, toll-free (800)
430-9618 and provide your name, address, telephone number,
Social Security or Tax Identification Number, the Cash
Preservation Class selected, the amount being wired, and by
which bank or Authorized Dealer. PFPC will then provide you
with an account number. (If you have an existing account, you
should also notify PFPC prior to wiring funds.)

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

PNC Bank, N.A., Philadelphia, PA
ABA-0310-0005-3.
FROM: (your name)
ACCOUNT NUMBER: (your account number with the Portfolio)
FOR PURCHASE OF: (name of the Portfolio)
AMOUNT: (amount to be invested)

C. Fully complete and sign the Application and mail it to the
address shown thereon. PFPC will not process initial purchases
until it receives a fully completed and signed Application. An
Application will be returned to you unless it contains the
name of the Authorized Dealer from whom you obtained it.

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

BY PAYMENT FROM INSURANCE POLICIES. If you are a recipient of certain insurance
policy payments, you may purchase Shares by completing and signing an
Application, including the section which authorizes your insurance company to
forward policy payments to the Cash Preservation Class indicated on the
Application, and mailing it to PFPC at the address shown thereon. An Application
will be returned to you unless it contains the name of the Authorized Dealer
from whom you obtained it.

AUTOMATIC INVESTMENT PLAN. Additional investments may be made automatically by
authorizing PFPC to withdraw funds from your bank account through an Automatic
Investment Plan. If you wish to participate in an Automatic Investment Plan, you
should call PFPC at (800) 430-9618 to obtain the appropriate form.

RETIREMENT PLANS. Cash Preservation Shares may be purchased in conjunction with
individual retirement accounts ("IRAs") and rollover IRAs where PFPC Trust
Company acts as custodian. For further information as to applications and annual
fees, contact the Distributor or an Authorized Dealer. To determine whether the
benefits of an IRA are available and/or appropriate, you should consult with
your tax adviser.

REDEMPTION OF SHARES

REDEMPTION BY MAIL. You may redeem any number of Shares by sending a written
request to the Company's transfer agent, PFPC Inc., P.O. Box 8916, Wilmington,
Delaware 19899, Attention: Cash Preservation Portfolios. Redemption requests
must be signed by each shareholder in the same manner as the Shares are
registered. Redemption requests for joint accounts require the signature of each
joint

16
<PAGE>

owner. On redemption requests of $5,000 or more, each signature must be
guaranteed. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who are
participants in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not part of these programs will not be accepted.

REDEMPTION BY TELEPHONE. If you are a direct investor, you may redeem your
Shares without charge by telephone if you have completed and returned an account
application containing the appropriate telephone election. To add a telephone
option to an existing account that previously did not provide for this option,
you must file a Telephone Authorization Form with PFPC. This form is available
from PFPC. Once this election has been made, you may simply contact PFPC by
telephone to request the redemption by calling (800) 430-9618. Neither the
Company, the Distributor, the Portfolios, the Administrator nor any other
Company agent will be liable for any loss, liability, cost or expense for
following the procedures below or for following instructions communicated by
telephone that they reasonably believe to be genuine.

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

Proceeds of a telephone redemption request will be mailed by check to your
registered address unless you have designated in your Application or Telephone
Authorization Form that such proceeds are to be sent by wire transfer to a
specified checking or savings account. If proceeds are to be sent by wire
transfer, a telephone redemption request received prior to the close of regular
trading on the NYSE will result in redemption proceeds being wired to your bank
account on the next day that a wire transfer can be effected. The minimum
redemption for proceeds sent by wire transfer is $1,000. There is no maximum for
proceeds sent by wire transfer. The Company may modify this redemption service
at any time or charge a service fee upon prior notice to shareholders, although
no fee is currently contemplated.

REDEMPTION BY CHECK. You may request that the Company provide redemption checks
drawn on a particular Cash Preservation Class. If you hold share certificates,
you are not eligible for this check writing privilege because share certificates
must accompany all redemption requests. Checks will be sent only to the
registered owner(s) and only to the address of record. You may issue checks made
payable to the order of any person in the amount of $100 or more. The redemption
is not effective until the check is processed and cleared by the transfer agent,
and dividends are earned until the redemption is effected. Because dividends
accrue daily, you should not use a check to close an account as a small balance
is likely to result. There is no charge for redemption by check. If you have
check writing privileges and you exchange funds from one Cash Preservation Class
into another Cash Preservation Class, you will automatically receive a checkbook
for the new account (allow three to four weeks for delivery). The Company or PNC
Bank may terminate this redemption service at any time, and neither shall incur
any liability for honoring checks, for effecting redemptions to pay checks, or
for returning checks which have not been accepted.

17
<PAGE>

The Company does not impose a charge when Shares are redeemed. The Company
reserves the right to redeem any account in a Cash Preservation Class
involuntarily, on thirty days' notice, if such account falls below $500 and
during such 30-day notice period the amount invested in such account is not
increased to at least $500. Payment for Shares redeemed may be postponed or the
right of redemption suspended as provided by the rules of the SEC.

EXCHANGE PRIVILEGE

If you wish to exchange Shares of one Cash Preservation Class for another Cash
Preservation Class, you may do so by mail or by telephone. In order to establish
a systematic withdrawal plan for the new account, you must file a written
request. The Company and PFPC reserve the right to limit, amend or terminate
these exchange privileges at any time upon 60 days written notice to
shareholders. No exchange fee is currently imposed for exchanges; however, the
Company reserves the right to charge shareholders an exchange fee of $5.00 for
each exchange. If you hold share certificates, the certificates must accompany
your request for an exchange. An exchange of Shares will be treated as a sale
for federal tax purposes.

Detailed Instructions Required. A request for an exchange of Shares must be
sufficiently detailed to enable PFPC to complete the exchange in accordance with
your wishes. The request must name the Portfolio and account number from which
the exchange is to be made. It must also name the Portfolio to which the
exchange is to be made and the account number, if to an existing account. The
request must specify the amount of money or Shares to be exchanged. New accounts
will be established with the same registration and address, and with the same
options as your account from which the exchange is made - an Application is not
needed. If the registration or address of the new account is to be different in
any respect, the request must be in writing with all signatures guaranteed. A
signature guarantee may be obtained from a domestic bank or trust company,
broker, dealer, clearing agency or savings associations who are participants in
a medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are the Securities Transfer Agents Medallion
Program (STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock
Exchange, Inc. Medallion Signature Program (MSP). Signature guarantees that are
not part of these programs will not be accepted.

To request an exchange by mail, send a written request (together with any share
certificates issued to the investor) to: Cash Preservation c/o PFPC, P.O. Box
8916, Wilmington, Delaware 19899. The request must be signed by all shareholders
exactly as their names appear on the Company's records.

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

DIVIDENDS AND DISTRIBUTIONS

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

18
<PAGE>

TAXES

Distributions from the Money Market Portfolio will generally be taxable to
shareholders. It is expected that all, or substantially all, of these
distributions will consist of ordinary income. You will be subject to income tax
on these distributions regardless of whether they are paid in cash or reinvested
in additional shares. The one major exception to these tax principles is that
distributions on shares held in an IRA (or other tax-qualified plan) will not be
currently taxable.

Distributions from the Municipal Money Market Portfolio will generally
constitute tax-exempt income for shareholders for federal income tax purposes.
It is possible, depending upon the Portfolios' investments, that a portion of
each Portfolio's distributions could be taxable to shareholders as ordinary
income or capital gains, but it is not expected that this will be the case.

Interest on indebtedness incurred by a shareholder to purchase or carry shares
of the Municipal Money Market Portfolio generally will not be deductible for
federal income tax purposes.

You should note that a portion of the exempt-interest dividends paid by the
Municipal Money Market Portfolio may constitute an item of tax preference for
purposes of determining federal alternative minimum tax liability.
Exempt-interest dividends will also be considered along with other adjusted
gross income in determining whether any Social Security or railroad retirement
payments received by you are subject to federal income taxes.

DISTRIBUTION ARRANGEMENTS

Cash Preservation Shares of the funds are sold without a sales load on a
continuous basis by Provident Distributors, Inc., whose principal business
address is at Four Falls Corporate Center, West Conshohocken, PA 19428.

The Board of Directors of the Company approved and adopted the Distribution
Agreement and separate Plans of Distribution for each of the Classes
(collectively, the "Plans") pursuant to Rule 12b-1 under the 1940 Act. Under
each of the Plans, the Distributor is entitled to receive from the relevant Cash
Preservation Class a distribution fee, which is accrued daily and paid monthly,
of up to .65% on an annualized basis of the average daily net assets of the
relevant Cash Preservation Class. The actual amount of such compensation is
agreed upon from time to time by the Company's Board of Directors and the
Distributor. Under the Distribution Agreement, the Distributor has agreed to
accept compensation for its services thereunder and under the Plans in the
amount of .40% of the average daily net assets of the relevant Class on an
annualized basis in any year. The Distributor may, in its discretion,
voluntarily waive from time to time all or any portion of its distribution fee.

19
<PAGE>

pay for the cost of printing (excluding typesetting) and mailing to prospective
investors prospectuses and other materials relating to the Cash Preservation
Class as well as for related direct mail, advertising and promotional expenses.

Each of the Plans obligates the Company, during the period it is in effect, to
accrue and pay to the Distributor on behalf of each Cash Preservation Class the
fee agreed to under the Distribution Agreement. Payments under the Plans are not
based on expenses actually incurred by the Distributor, and the payments may
exceed distribution expenses actually incurred. Because these fees are paid out
of the funds' assets on an on-going basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales charges.

20
<PAGE>

CASH PRESERVATION PORTFOLIOS
1-800-430-9618

FOR MORE INFORMATION:
This prospectus contains important information you should know before you
invest. Read it carefully and keep it for future reference. More information
about the Cash Preservation Classes is available free, upon request, including:

STATEMENT OF ADDITIONAL INFORMATION (SAI)
A Statement of Additional Information, dated December 1, 1999 has been filed
with the Securities and Exchange Commission (SEC). The SAI, which includes
additional information about the Cash Preservation Classes, may be obtained free
of charge, along with the Cash Preservation Classes' annual and semi-annual
reports, by calling (800) 430-9618. The SAI, as supplemented from time to time,
is incorporated by reference into this Prospectus (and is legally considered a
part of this Prospectus).

SHAREHOLDER ACCOUNT SERVICE REPRESENTATIVE
Representatives are available to discuss account balance information, mutual
fund prospectuses, literature, programs and services available. Hours: __ a.m.
to __ p.m. (Eastern time) Monday-Friday. Call: (800) 430-9618.

SECURITIES AND EXCHANGE COMMISSION (SEC)
You may also view information about The RBB Fund, Inc. and the Cash Preservation
Portfolios, including the SAI, by visiting the SEC Web site (http://www.sec.gov)
or the SEC's Public Reference Room in Washington, D.C. Information about the
operation of the public reference room can be obtained by calling the SEC
directly at 1-800-SEC-0330. Copies of this information can be obtained, for a
duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

INVESTMENT COMPANY ACT FILE NO. 811-05518
<PAGE>

JANNEY MONTGOMERY SCOTT MONEY FUNDS

OF THE RBB FUND, INC.

Money Market Portfolio
Municipal Money Market Portfolio
Government Obligations Money Market Portfolio
New York Municipal Money Market Portfolio

Please note that these funds:

PROSPECTUS

DECEMBER 1, 1999

<PAGE>

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<PAGE>

TABLE OF CONTENTS

================================
INTRODUCTION TO THE RISK/RETURN SUMMARY....1

PORTFOLIO DESCRIPTION
A LOOK AT THE GOALS, STRATEGIES, Money Market...........................2
RISKS, EXPENSES AND FINANCIAL Municipal Money Market.................7
HISTORY OF EACH PORTFOLIO. Government Obligations Money Market...12
New York Municipal Money Market.......17

PORTFOLIO MANAGEMENT
DETAILS ABOUT THE SERVICE Investment Adviser....................23
PROVIDERS. Service Provider Chart................24

SHAREHOLDER INFORMATION
POLICIES AND INSTRUCTIONS FOR Pricing Shares........................25
OPENING, MAINTAINING AND CLOSING Purchase of Shares....................25
AN ACCOUNT IN ANY OF THE Redemption of Shares..................26
PORTFOLIOS. Dividends and Distributions...........27
Taxes.................................27

DETAILS ON DISTRIBUTION PLANS. DISTRIBUTION ARRANGEMENTS.................28

FOR MORE INFORMATION...........See Back Cover
================================

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

INTRODUCTION TO THE RISK/RETURN SUMMARY

This Prospectus has been written to provide you with the information you need to
make an informed decision about whether to invest in Janney Classes of The RBB
Fund, Inc. (the "Company").

The four classes of common stock (each a "Janney Class") of the Company offered
by this Prospectus represent interests in the Janney Classes of the Money Market
Portfolio, the Municipal Money Market Portfolio, the Government Obligation Money
Market Portfolio and the New York Municipal Money Market Portfolio. This
Prospectus and the Statement of Additional Information incorporated herein
relate solely to the Janney Classes of the Company.

This Prospectus has been organized so that each Portfolio has its own short
section with important facts about that particular Portfolio. Once you read the
short sections about the Portfolios that interest you, read the sections about
Purchase and Redemption of Shares of the Janney Classes ("Janney Shares" or
"Shares"). These sections apply to all the Portfolios offered by this
Prospectus.

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<PAGE>
MONEY MARKET PORTFOLIO

================================================================================
IMPORTANT DEFINITIONS
================================================================================

ASSET-BACKED SECURITIES: Debt securities that are backed by a pool of assets,
usually loans such as installment sale contracts or credit card receivables.

COMMERCIAL PAPER: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations
and others.

LIQUIDITY: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

NET ASSET VALUE (NAV): The value of everything the fund owns, minus everything
it owes, divided by the number of shares held by investors.

INVESTMENT GOAL
The fund seeks to generate current income, to provide you with liquidity and to
protect your investment.

Specifically, we may invest in:

3) Unrated notes, paper and other instruments that are determined by us to be
of comparable quality to the instruments described above.

4) Asset-backed securities (including interests in pools of assets such as
mortgages, installment purchase obligations and credit card receivables).

5) Securities issued or guaranteed by the U.S. Government or by its agencies
or authorities.

6) Dollar-denominated securities issued or guaranteed by foreign governments
or their political subdivisions, agencies or authorities.

7) Securities issued or guaranteed by state or local governmental bodies.

8) Repurchase agreements relating to the above instruments.

The fund seeks to maintain a net asset value of $1.00 per share.

2
<PAGE>

MONEY MARKET PORTFOLIO

The Company's Board of Directors can change the investment objective of the
fund. Shareholders will be given notice before any such change is made.

The fund's securities may not earn as high a level of income as longer term or
lower quality securities, which generally have greater risk and more fluctuation
in value.

The fund could lose money if a seller under a repurchase agreement defaults or
declares bankruptcy.

We may purchase variable and floating rate instruments. The absence of an active
market for these securities could make it difficult to dispose of them if the
issuer defaults.

3
<PAGE>
MONEY MARKET PORTFOLIO

RISK / RETURN INFORMATION
The chart and table below give you a picture of the fund's long-term performance
for Janney Shares. The information shows you how the fund's performance has
varied year by year and provides some indication of the risks of investing in
the fund. The chart and the table both assume reinvestment of dividends and
distributions. As with all such investments, past performance is not an
indication of future results. Performance reflects fee waivers in effect. If fee
waivers were not in place, the fund's performance would be reduced.

AS OF 12/31
ANNUAL TOTAL RETURNS

[OBJECT OMITTED]

1995 1996 1997 1998
----------------------------------
5.06% 4.62% 4.85% 4.82%

Year-to-date total return for the nine months ended September 30, 1999: ___%
Best Quarter: 5.07% (quarter ended 12/31/95)
Worst Quarter: 4.06% (quarter ended 6/30/99)

*Commended operations on 6/12/95.

AS OF 12/31/98
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR SINCE INCEPTION*
MONEY MARKET 4.82% 4.45%

*Commenced operations on 6/12/95.

CURRENT YIELD: The seven-day yield for the period ended 12/31/98 for the fund
was 4.35%. Past performance is not an indication of future results. Yields will
vary. You may call 1-800-JANNEYS to obtain the current seven-day yield of the
fund.

EXPENSES AND FEES
As a shareholder you pay certain fees and expenses. Annual fund operating
expenses are paid out of fund assets and are reflected in the fund's price.

The table below describes the fees and expenses that you may pay if you buy and
hold Janney Shares of the fund. The table is based on expenses for the most
recent fiscal year.

4
<PAGE>
MONEY MARKET PORTFOLIO

===================================
ANNUAL FUND OPERATING EXPENSES* IMPORTANT DEFINITIONS
(Expenses that are deducted
from fund assets MANAGEMENT FEES: Fees paid to the
investment adviser for portfolio
Management Fees1....... 0.36% management services.

Distribution and OTHER EXPENSES: Include
service (12b-1) fees... 0.60% administration, transfer agency,
custody, professional fees and
Other expenses......... 0.25% registration fees.
-----
Total annual fund SERVICE FEES: Fees that are paid to
operating expenses2.... 1.21% the Distributor for shareholder
===== account service and maintenance.
===================================

* The table does not reflect charges or credits which investors might incur
if they invest through a financial institution.

2. As a result of the fee waiver set forth in note 1, the total annual fund
operating expenses which are estimated to be incurred during the current
fiscal year are 1.00%. Although this fee waiver is expected to remain in
effect for the current fiscal year, it is voluntary and may be terminated
at any time at the option of BIMC.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
JANNEY SHARES $102 $318 $552 $1,225

5
<PAGE>
MONEY MARKET PORTFOLIO

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

MONEY MARKET PORTFOLIO
============ ============ =========== ============ =========
PERIOD
YEAR YEAR YEAR YEAR 6/12/95*
ENDED ENDED ENDED ENDED TO
8/31/99 8/31/98 8/31/97 8/31/96 8/31/95
============ ============ =========== ============ =========
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- -------

Income from investment operations
Net investment income 0.0469 0.0459 0.0465 0.0112
------- ------- ------- -------

Total from investment operations 0.0469 0.0459 0.0465 0.0112
------- ------- ------- -------

LESS DISTRIBUTIONS
Distributions from net investment income (0.0469) (0.0459) (0.0465) (0.0112)
Distributions from net realized capital gains -- -- -- --
------- ------- ------- -------
Total distributions (0.0469) (0.0459) (0.0465) (0.0112)
------- ------- ------- -------
NET ASSET VALUE AT END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======

Total return 4.81% 4.69% 4.76% 5.30%**
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (in thousands) $904,526 $736,855 $561,865 $443,645
Ratios of expenses to average net assets
After advisory/administration fee waivers 1.00% 1.00% 1.00% 1.00%**
Before advisory/administration fee waivers 1.21% 1.22% 1.23% 1.23%**
Ratios of net investment income to average net
assets
After advisory/administration fee waivers 4.69% 4.59% 4.65% 5.04%**
Before advisory/administration fee waivers ____% ____% ____% ____%
============ ============ =========== ============ =========

<FN>
* Commenced operations.
** Annualized.
</FN>
</TABLE>

6
<PAGE>
MUNICIPAL MONEY MARKET PORTFOLIO