RBB FUND INC, 485BPOS, 2000-12-29

RBB FUND INC
485BPOS, 2000-12-29

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As filed with the Securities and Exchange Commission on December 29, 2000
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. 72 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 74 [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)
[X] on December 29, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) 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.

Title of Securities Being Registered..................Shares of Common Stock

<PAGE>

THE BEDFORD FAMILY MONEY MARKET PORTFOLIOS
OF
THE RBB FUND, INC.

Money Market Portfolio

Municipal Money Market Portfolio

Government Obligations 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:

o are not bank deposits;

o are not federally insured;

o are not obligations of, or guaranteed or endorsed by PNC Bank, National
Association, PFPC Trust Company or any other bank;

o 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;

o are not guaranteed to achieve their goal(s);

o 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 31, 2000
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK.)
<PAGE>
TABLE OF CONTENTS
--------------------------------------------------------------------------------

INTRODUCTION TO THE RISK/RETURN SUMMARY .......................... 5

PORTFOLIO DESCRIPTION

Money Market ................................................ 6

Municipal Money Market ...................................... 11

Government Obligations Money Market ......................... 16

PORTFOLIO MANAGEMENT

Investment Adviser .......................................... 21

Service Provider Chart ...................................... 22

SHAREHOLDER INFORMATION

Pricing Shares .............................................. 23

Purchase of Shares .......................................... 23

Redemption of Shares ........................................ 25

Dividends and Distributions ................................. 27

Taxes ....................................................... 27

DISTRIBUTION ARRANGEMENTS ........................................ 28

FOR MORE INFORMATION ..................................... Back Cover

=======================================
A LOOK AT THE GOALS, STRATEGIES, RISKS,
EXPENSES AND FINANCIAL HISTORY OF EACH
PORTFOLIO.

DETAILS ABOUT THE SERVICE PROVIDERS.

POLICIES AND INSTRUCTIONS FOR
OPENING, MAINTAINING AND
CLOSING AN ACCOUNT IN ANY OF
THE PORTFOLIOS.

DETAILS ON DISTRIBUTION PLANS.
=======================================

<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 the Bedford Classes
of The RBB Fund, Inc. (the "Company").

The three 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 and the Government
Obligations 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.

5
<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 a 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, or F-2 or higher by Fitch, 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>

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.

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.

Unrated notes, paper and other instruments may be subject to the risk that
an issuer may default on its obligation to pay interest and repay principal.

The obligations issued or guaranteed by state or local government bodies
may be issued by entities in the same state and may have interest which is paid
from revenues of similar projects. As a result, changes in economic, business or
political conditions relating to a particular state or types of projects may
impact the fund.

Treasury obligations differ only in their interest rates, maturities and
time of issuance. These differences could result in fluctuations in the value of
such securities depending upon the market. 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. Default in
these issuers could negatively impact the fund.

The fund's investment in asset-backed securities may be negatively impacted
by interest rate fluctuations or when an issuer pays principal on an obligation
held by the fund earlier or later than expected. These events may affect their
value and the return on your investment.

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

We may purchase variable and floating rate instruments. Like all debt
instruments, their value is dependent on the credit paying ability of the
issuer. If the issuer were unable to make interest payments or default, the
value of the securities would decline. The absence of an active market for these
securities could make it difficult to dispose of them if the issuer defaults.

<PAGE>

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.

RISK / RETURN INFORMATION

The chart and table below give you a picture of the variability 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

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

1990 7.66
1991 3.75
1992 3.09
1993 2.41
1994 3.49
1995 5.18
1996 4.65
1997 4.88
1998 4.75
1999 4.38

Year-to-date total return for the nine months ended September 30, 2000: 5.54%
Best Quarter: 7.88% (quarter ended 6/30/90)
Worst Quarter: 2.34% (quarter ended 6/30/93)

AS OF 12/31/99
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
MONEY MARKET 4.38% 4.79% 4.61%

CURRENT YIELD: The seven-day yield for the period ended 12/31/99 for the
fund was 4.89%. 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>

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 ....................................... 0.36%

Distribution and service (12b-1) fees2 ................. 0.65%

Other expenses3 ........................................ 0.09%
-----
Total annual fund operating expenses4 .................. 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 undertaken that a portion of its management fee
will not be imposed on the fund during the current fiscal year ending
August 31, 2001. As a result of the fee waiver, current management fees
of the fund are 0.28% 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. Distribution and service (12b-1) fees have been restated to reflect
current fees being paid in the current fiscal year.

3. "Other expenses" for the current fiscal year are expected to be less
than the amounts shown above because certain of the fund's service
providers are waiving a portion of their fees and/or reimbursing the
fund for certain other expenses. As a result of these fee waivers,
"Other expenses" of the fund are estimated to be 0.07%. These waivers
and reimbursements are expected to remain in effect for the current
fiscal year. However, they are voluntary and can be modified or
terminated at any time without the fund's consent.

4. As a result of the fee waivers and/or reimbursements set forth in notes
1 and 3, the total annual fund operating expenses which are estimated to
be incurred during the current fiscal year are 1.00%. Although these fee
waivers and/or reimbursements are expected to remain in effect for the
current fiscal year, they are voluntary and may be terminated at any
time at the option of BIMC or the fund's service providers.

EXAMPLE:

The example is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the fund for the time periods indicated and then redeem
all of your shares at the end of each period. The example also assumes that your
investment has a 5% return each year and that the fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your cost would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
BEDFORD SHARES $112 $350 $606 $1,340

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

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

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

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

<PAGE>

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

The table below sets forth certain financial information for the periods
indicated, including per share information 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. This information has been derived from the fund's
financial statements audited by PricewaterhouseCoopers LLP, the Company's
independent accountants. This information should be read in conjunction with the
fund's financial statements which, together with the report of independent
accountants, are included in the fund's annual report, which is available upon
request (see back cover for ordering instructions).

FINANCIAL HIGHLIGHTS (B)
(FOR A BEDFORD SHARE OUTSTANDING THROUGHOUT EACH YEAR)

MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 2000 AUGUST 31, 1999 AUGUST 31, 1998 AUGUST 31, 1997 AUGUST 31, 1996
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- ---------- ----------
Income from investment operations
Net investment income ........................ 0.0512 0.0425 0.0473 0.0462 0.0469
-------- -------- -------- ---------- ----------
Total from investment operations ........... 0.0512 0.0425 0.0473 0.0462 0.0469
-------- -------- -------- ---------- ----------
Less distributions
Dividends (from net investment income) ....... (0.0512) (0.0425) (0.0473) (0.0462) (0.0469)
-------- -------- -------- ---------- ----------
Total distributions ........................ (0.0512) (0.0425) (0.0473) (0.0462) (0.0469)
-------- -------- -------- ---------- ----------
Net asset value at end of year .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ========== ==========
Total Return .................................... 5.24% 4.34% 4.84% 4.72% 4.79%
Ratios/Supplemental Data
Net assets at end of year (000s) ............. $423,977 $360,123 $762,739 $1,392,911 $1,109,334
Ratios of expenses to average net assets
After advisory/administration fee waivers .. .97%(a) .97%(a) .97%(a) .97%(a) .97%(a)
Ratios of net investment income to average net
assets
After advisory/administration fee waivers .. 5.15% 4.25% 4.73% 4.62% 4.69%
</TABLE>

(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Money Market Portfolio would have been 1.05%,
1.08%, 1.10%, 1.12% and 1.14% for the years ended August 31, 2000, 1999,
1998, 1997 and 1996, respectively.

(b) Financial Highlights relate solely to the Bedford Class of shares within
the portfolio.

<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 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 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 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.

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.

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

<PAGE>

QUALITY

MATURITY

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.

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. Risk exists that a municipality will not honor moral
obligation bonds. 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 regarding tax-free status.

The fund may purchase variable and floating rate instruments. Like all debt
instruments, their value is dependent on the credit paying ability of the
issuer. If the issuer were unable to make interest payments or default, the
value of the securities would decline. The absence of an active market for these
securities could make it difficult to dispose of them if the issuer defaults.

<PAGE>

RISK / RETURN INFORMATION

AS OF 12/31
ANNUAL TOTAL RETURNS

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

1990 5.32
1991 3.85
1992 2.4
1993 1.86
1994 2.25
1995 3.14
1996 2.89
1997 2.95
1998 2.77
1999 2.52

Year-to-date total return for the nine months ended September 30, 2000: 3.22%
Best Quarter: 5.51% (quarter ended 6/30/90)
Worst Quarter: 1.74% (quarter ended 3/31/94)

AS OF 12/31/99
AVERAGE ANNUAL TOTAL RETURNS
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
MUNICIPAL MONEY MARKET 2.52% 3.14% 3.13%

CURRENT YIELD: The seven-day yield for the period ended 12/31/99 for the
fund was 3.45%. 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>

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 ....................................... 0.35%

Distribution and service (12b-1) fees2 ................. 0.65%

Other expenses3 ........................................ 0.26%
-----
Total annual fund operating expenses4 .................. 1.26%
=====

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

1. BIMC has voluntarily undertaken that a portion of its management fee
will not be imposed on the fund during the current fiscal year ended
August 31, 2001. As a result of the fee waiver, current management fees
of the fund are 0.03% 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. Distribution and service (12b-1) fees have been restated to reflect
current fees being paid in the current fiscal year.

3. "Other expenses" for the current fiscal year are expected to be less
than the amounts shown above because certain of the fund's service
providers are waiving a portion of their fees and/or reimbursing the
fund for certain other expenses. As a result of these fee waivers,
"Other expenses" of the fund are estimated to be 0.22%. These waivers
and reimbursements are expected to remain in effect for the current
fiscal year. However, they are voluntary and can be modified or
terminated at any time without the fund's consent.

4. As a result of the fee waivers and/or reimbursements set forth in notes
1 and 3, the total annual fund operating expenses which are estimated to
be incurred during the current fiscal year are 0.90%. Although these fee
waivers and/or reimbursements are expected to remain in effect for the
current fiscal year, they are voluntary and may be terminated at any
time at the option of BIMC or the fund's service providers.

EXAMPLE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
BEDFORD SHARES $128 $400 $692 $1,522

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

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

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

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

<PAGE>

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

FINANCIAL HIGHLIGHTS (B)
(FOR A BEDFORD SHARE OUTSTANDING THROUGHOUT EACH YEAR)

MUNICIPAL MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 2000 AUGUST 31, 1999 AUGUST 31, 1998 AUGUST 31, 1997 AUGUST 31, 1996
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- --------
Income from investment operations
Net investment income ........................ 0.0301 0.0243 0.0286 0.0285 0.0288
-------- -------- -------- -------- --------
Total from investment operations ........... 0.0301 0.0243 0.0286 0.0285 0.0288
-------- -------- -------- -------- --------
Less distributions
Dividends (from net investment income) ....... (0.0301) (0.0243) (0.0286) (0.0285) (0.0288)
-------- -------- -------- -------- --------
Total distributions ........................ (0.0301) (0.0243) (0.0286) (0.0285) (0.0288)
-------- -------- -------- -------- --------
Net asset value at end of year .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ========
Total Return .................................... 3.05% 2.46% 2.97% 2.88% 2.92%
Ratios/Supplemental Data
Net assets at end of year (in thousands) ..... $131,201 $150,278 $147,633 $213,034 $201,940
Ratios of expenses to average net assets
After advisory/administration fee waivers .. .89%(a) .89%(a) .89%(a) .85%(a) .84%(a)
Ratios of net investment income to average
net assets
After advisory/administration fee waivers .. 2.98% 2.43% 2.86% 2.85% 2.88%
</TABLE>

(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Municipal Money Market Portfolio would have been
1.21%, 1.15%, 1.15%, 1.14% and 1.12% for the years ended August 31, 2000,
1999, 1998, 1997 and 1996, respectively.

(b) Financial Highlights relate solely to the Bedford Class of shares within the
portfolio.

<PAGE>

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------

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.

MATURITY

SECURITIES LENDING

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.

================================================================================
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.

<PAGE>

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.

Treasury obligations differ only in their interest rates, maturities and
time of issuance. These differences could result in fluctuations in the value of
such securities depending upon the market. 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 if it is
not obligated to do so by law. Default in these issuers could negatively impact
the fund.

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

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. Therefore, the fund may
lose the opportunity to sell the securities at a desirable price. Additionally,
in the event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.

<PAGE>

RISK/RETURN INFORMATION

AS OF 12/31
ANNUAL TOTAL RETURNS

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

1990 7.44%
1991 5.42%
1992 3.01%
1993 2.29%
1994 3.41%
1995 5.06%
1996 4.54%
1997 4.68%
1998 4.59%
1999 4.22%

Year-to-date total return for the nine months ended September 30, 2000: 5.34%
Best Quarter: 7.58% (quarter ended 6/30/90)
Worst Quarter: 2.29% (quarter ended 3/31/94)

AS OF 12/31/99
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
GOVERNMENT OBLIGATIONS MONEY MARKET 4.22% 4.62% 4.46%

CURRENT YIELD: The seven-day yield for the period ended 12/31/99 for the
fund was 4.38%. 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>

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 Fees(1) ..................................... 0.43%

Distribution and service (12b-1) fees(2) ............... 0.65%

Other expenses ......................................... 0.09%
-----
Total annual fund operating expenses(3) ................ 1.17%
=====

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

1. BIMC has voluntarily undertaken that a portion of its management fee
will not be imposed on the fund during the current fiscal year ending
August 31, 2001. As a result of the fee waiver, current management fees
of the fund are 0.26% 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. Distribution and service (12b-1) fees have been restated to reflect
current fees being paid in the current fiscal year.

3. 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.

EXAMPLE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
BEDFORD SHARES $119 $372 $644 $1,420

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

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

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

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

19
<PAGE>

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

FINANCIAL HIGHLIGHTS (b)
(FOR A BEDFORD SHARE OUTSTANDING THROUGHOUT EACH YEAR)

GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 2000 AUGUST 31, 1999 AUGUST 31, 1998 AUGUST 31, 1997 AUGUST 31, 1996
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- --------
Income from investment operations
Net investment income ........................ 0.0492 0.0409 0.0464 0.0449 0.0458
-------- -------- -------- -------- --------
Total from investment operations ........... 0.0492 0.0409 0.0464 0.0449 0.0458
-------- -------- -------- -------- --------
Less distributions
Dividends (from net investment income) ....... (0.0492) (0.0409) (0.0464) (0.0449) (0.0458)
-------- -------- -------- -------- --------
Total distributions ........................ (0.0492) (0.0409) (0.0464) (0.0449) (0.0458)
-------- -------- -------- -------- --------
Net asset value at end of year .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ========
Total Return ............................... 5.03% 4.17% 4.74% 4.59% 4.68%
Ratios/Supplemental Data
Net assets at end of year (in thousands) ..... $102,322 $113,050 $128,447 $209,715 $192,599
Ratios of expenses to average net assets
After advisory/administration fee waivers .. .977%(a) .975%(a) .975%(a) .975%(a) .975%(a)
Ratios of net investment income to average
net assets
After advisory/administration fee waivers .. 4.92% 4.09% 4.63% 4.49% 4.58%
</TABLE>

(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Government Obligations Money Market Portfolio
would have been 1.12%, 1.13%, 1.10%, 1.09% and 1.10% for the years ended
August 31, 2000, 1999, 1998, 1997 and 1996, respectively.

(b) Financial Highlights relate solely to the Bedford Class of shares within
the portfolio.

<PAGE>

PORTFOLIO MANAGEMENT
--------------------------------------------------------------------------------

INVESTMENT ADVISER

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
$57.7 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, 2000, BIMC received the following fees
as a percentage of each fund's average net assets:

Money Market Portfolio .280%
Municipal Money Market Portfolio .030%
Government Obligations Money Market Portfolio .260%

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

<PAGE>

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF PRINTED GRAPHIC

================================================================================
SHAREHOLDERS
================================================================================

Distribution and Shareholder Services

================================================================================
PRINCIPAL DISTRIBUTOR

PROVIDENT DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PA 19406

Distributes shares of the funds.

Effective on or about January 2, 2001, PFPC Distributors, Inc. will
serve as the distributor of the Company's shares.
================================================================================

================================================================================
TRANSFER AGENT

PFPC INC.

400 BELLEVUE PARKWAY

WILMINGTON, DE19809

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

Asset
Management

================================================================================
INVESTMENT ADVISER

BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

Manages each fund's business and investment activities.
================================================================================

================================================================================
CUSTODIAN

PFPC TRUST COMPANY
8800 TINICUM BOULEVARD
SUITE 200
PHILADELPHIA, PA 19153

Holds each fund's assets, settles all portfolio trades and collects most of
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.
================================================================================

<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
Account automatically invested in Shares of the

<PAGE>

Bedford Class designated by you as the "Primary Bedford Class" for your Purchase
Program. The frequency of investments and 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. Otherwise, if the broker has not
made such an arrangement, pricing of shares will occur as described above under
"General".

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.

<PAGE>

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 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>

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 $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.

If the Board of Directors determines that it would be detrimental to the
best interest of the remaining shareholders of the funds to make payment wholly
or partly in cash, redemption proceeds may be paid in whole or in part by an
in-kind distribution of readily marketable securities held by a fund instead of
cash in conformity with applicable rules

<PAGE>

of the SEC. Investors generally will incur brokerage charges on the sale of
portfolio securities so received in payment of redemptions. The funds have
elected, however, to be governed by Rule 18f-1 under the 1940 Act, so that a
fund is obligated to redeem its Shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of a fund.

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 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
the 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.

If you receive an exempt-interest dividend with respect to any share and
the share is held by you for six months or less, any loss on the sale or
exchange of the share will be disallowed to the extent of such dividend amount.

Although distributions from the 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.

<PAGE>

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
3200 Horizon Drive, King of Prussia, PA 19406. Effective on or about January 2,
2001, PFPC Distributors, Inc. will serve as the distributor of the Company's
shares.

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 .65% 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>

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<PAGE>

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

INVESTMENT ADVISER
BlackRock Institutional Management Corporation
Wilmington, Delaware

DISTRIBUTOR
Provident Distributors, Inc.
King of Prussia, Pennsylvania

CUSTODIAN
PFPC Trust Company
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
================================================================================
================================================================================
Prospectus

THE BEDFORD FAMILY

Money Market Portfolio
--------------------------------------------------------------------------------
Municipal Money Market Portfolio
--------------------------------------------------------------------------------
Government Obligations
Money Market Portfolio
--------------------------------------------------------------------------------

December 31, 2000
================================================================================

<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 and economic trends. The annual report includes
fund strategies for the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

A Statement of Additional Information, dated December 31, 2000 (SAI), 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: 8
a.m. to 5 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 fund,
including the SAI, by visiting the SEC's Public Reference Room in Washington,
D.C. You may also obtain copies of fund documents by paying a duplicating fee
and sending an electronic request to the following e-mail address:
[email protected]., or by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington, D.C. 20549-0102. Information on the
operation of the public reference room may be obtained by calling the SEC at
1-202-942-8090.

INVESTMENT COMPANY ACT FILE NO. 811-05518
<PAGE>
BEAR STEARNS
[GRAPHICS OMITTED]

MONEY MARKET
PORTFOLIO

Prospectus

December 31, 2000

FOR INFORMATION ABOUT THE BEAR STEARNS FUNDS, CONSULT THE FOLLOWING PROSPECTUS

<PAGE>

THE BEDFORD FAMILY MONEY MARKET PORTFOLIO
of
The RBB Fund, Inc.

This prospectus gives vital information about the Bedford Family Money
Market Portfolio, 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 this fund:

o is not a bank deposit;

o is not federally insured;

o is not an obligation of, or guaranteed or endorsed by PNC Bank, National
Association, PFPC Trust Company or any other bank;

o is not an obligation 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;

o is not guaranteed to achieve its goal(s);

o may not be able to maintain a stable $1 share price and you may lose
money.

PROSPECTUS December 31, 2000

<PAGE>

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<PAGE>

TABLE OF CONTENTS
--------------------------------------------------------------------------------

INTRODUCTION TO THE RISK/RETURN SUMMARY ............................5

PORTFOLIO DESCRIPTION ..............................................6

PORTFOLIO MANAGEMENT

Investment Adviser ...........................................11

Service Provider Chart .......................................12

SHAREHOLDER INFORMATION

Pricing Shares ...............................................13

Purchase of Shares ...........................................13

Redemption of Shares .........................................14

Exchange Privilege ...........................................16

Dividends and Distributions ..................................17

Taxes ........................................................17

DISTRIBUTION ARRANGEMENTS .........................................18

FOR MORE INFORMATION ......................................Back Cover

================================================================================
A LOOK AT THE GOALS, STRATEGIES, RISKS, EXPENSES AND FINANCIAL HISTORY OF THE
PORTFOLIO.

DETAILS ABOUT THE SERVICE PROVIDERS.

POLICIES AND INSTRUCTIONS FOR OPENING, MAINTAINING AND CLOSING AN ACCOUNT IN THE
THE PORTFOLIO.

DETAILS ON THE DISTRIBUTION PLAN.
================================================================================

3
<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 the Bedford Class
Money Market Portfolio of The RBB Fund, Inc. (the "Company").

The class of common stock of the Company offered by this Prospectus
represents interests in the Bedford Class of the Money Market Portfolio (the
"Bedford Class"). This Prospectus and the Statement of Additional Information
incorporated herein relate solely to the Bedford Class of the Money Market
Portfolio of the Company.

This Prospectus has been organized so that the Money Market Portfolio has a
short section with important facts about the Portfolio. Once you read the short
section about the Portfolio, read the sections about Purchase and Redemption of
Shares of the Bedford Class ("Bedford Shares" or "Shares").

5
<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.

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 or F-2 or higher by Fitch, 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.

QUALITY

MATURITY

<PAGE>

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.

Unrated notes, paper and other instruments may be subject to the risk that
an issuer may default on its obligation to pay interest and repay pricipal.

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

7
<PAGE>

RISK / RETURN INFORMATION

AS OF 12/31
ANNUAL TOTAL RETURNS

[GRAPHICS OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

1990 7.66%

1991 3.75%

1992 3.09%

1993 2.41%

1994 3.49%

1995 5.18%

1996 4.65%

1997 4.88%

1998 4.75%

1999 4.38%

Year-to-date total return for the nine months ended September 30, 2000: 5.54%
Best Quarter: 7.88% (quarter ended 6/30/90)
Worst Quarter: 2.34% (quarter ended 6/30/93)

AS OF 12/31/99
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS 10 YEARS
-------- ------- --------

MONEY MARKET 4.38% 4.79% 4.61%

<PAGE>

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 Fees(1).........................................0.36%

Distribution and service (12b-1) fees(2)...................0.65%

Other expenses(3)..........................................0.09%
----
Total annual fund operating expenses(4)....................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 undertaken that a portion of its management fee will
not be imposed on the fund during the current fiscal year ending August 31,
2001. As a result of the fee waiver, current management fees of the fund are
0.28% 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. Distribution and service (12b-1) fees have been restated to reflect current
fees being paid in the current fiscal year.

3. "Other expenses" for the current fiscal year are expected to be less than
the amounts shown above because certain of the fund's service providers are
waiving a portion of their fees and/or reimbursing the fund for certain
other expenses. As a result of these fee waivers, "Other expenses" of the
fund are estimated to be 0.07%. These waivers and reimbursements are
expected to remain in effect for the current fiscal year. However, they are
voluntary and can be modified or terminated at any time without the fund's
consent.

4. As a result of the fee waivers and/or reimbursements set forth in notes 1
and 3, the total annual fund operating expenses which are estimated to be
incurred during the current fiscal year are 1.00%. Although these fee
waivers and/or reimbursements are expected to remain in effect for the
current fiscal year, they are voluntary and may be terminated at any time at
the option of BIMC or the fund's service providers.

EXAMPLE:

This example is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the fund for the time periods indicated and then redeem
all of your shares at the end of each period. The example also assumes that your
investment has a 5% return each year and that the fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your cost would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
BEDFORD SHARES $112 $350 $606 $1,340
</TABLE>

IMPORTANT DEFINITIONS

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

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

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

<PAGE>

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

FINANCIAL HIGHLIGHTS (b)
(FOR A BEDFORD SHARE OUTSTANDING THROUGHOUT EACH YEAR)

MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>

FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 2000 AUGUST 31, 1999 AUGUST 31, 1998
--------------- --------------- ---------------
<S> <C> <C> <C>

Net asset value at beginning of year ............ $ 1.00 $ 1.00 $ 1.00
-------- -------- --------
Income from investment operations
Net investment income ........................ 0.0512 0.0425 0.0473
-------- -------- --------
Total from investment operations ........... 0.0512 0.0425 0.0473
-------- -------- --------
Less distributions
Dividends (from net investment income) ....... (0.0512) (0.0425) (0.0473)
-------- -------- --------
Total distributions ........................ (0.0512) (0.0425) (0.0473)
-------- -------- --------
Net asset value at end of year .................. $1.00 $1.00 $1.00
======== ======== ========
Total Return .................................... 5.24% 4.34% 4.84%
Ratios/Supplemental Data
Net assets at end of year (000s) ............. $423,977 $360,123 $762,739
Ratios of expenses to average net assets
After advisory/administration fee waivers .. .97%(a) .97%(a) .97%(a)
Ratios of net investment income to average net
assets
After advisory/administration fee waivers .. 5.15% 4.25% 4.73%

FOR THE FOR THE
YEAR ENDED YEAR ENDED
AUGUST 31, 1997 AUGUST 31, 1996
--------------- ---------------
<S> <C> <C>

Net asset value at beginning of year ............ $ 1.00 $ 1.00
---------- ----------
Income from investment operations
Net investment income ........................ 0.0462 0.0469
---------- ----------
Total from investment operations ........... 0.0462 0.0469
---------- ----------
Less distributions
Dividends (from net investment income) ....... (0.0462) (0.0469)
---------- ----------
Total distributions ........................ (0.0462) (0.0469)
---------- ----------
Net asset value at end of year .................. $1.00 $1.00
========== ==========
Total Return .................................... 4.72% 4.79%
Ratios/Supplemental Data
Net assets at end of year (000s) ............. $1,392,911 $1,109,334
Ratios of expenses to average net assets
After advisory/administration fee waivers .. .97%(a) .97%(a)
Ratios of net investment income to average net
assets
After advisory/administration fee waivers .. 4.62% 4.69%

<FN>
(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Money Market Portfolio would have been 1.05%,
1.08%, 1.10%, 1.12% and 1.14% for the years ended August 31, 2000, 1999,
1998, 1997 and 1996, respectively.

(b) Financial Highlights relate solely to the Bedford Class of shares within the
portfolio.
</FN>
</TABLE>

<PAGE>

PORTFOLIO MANAGEMENT
--------------------------------------------------------------------------------

INVESTMENT ADVISER

BIMC, a majority-owned indirect subsidiary of PNC Bank, N.A. serves as
investment adviser and is responsible for all purchases and sales of the 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
$57.7 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, 2000, BIMC received an advisory fee of
.28% of the fund's average net assets.

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

11
<PAGE>

SHAREHOLDERS

Distribution
and
Shareholder
Services

PRINCIPAL DISTRIBUTOR

PROVIDENT DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PA 19406

Distributes shares of the fund.

Effective on or about January 2,
2001, PFPC Distributors, Inc. will
serve as the distributor of the
Company's shares.

TRANSFER AGENT

PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

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

Asset
Management

INVESTMENT ADVISER

BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

Manages the fund's business and
investment activities.

CUSTODIAN

PFPC TRUST COMPANY
8800 TINICUM BOULEVARD
SUITE 200
PHILADELPHIA, PA 19153

Holds the fund's assets, settles all
portfolio trades and collects most of
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.

12
<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 the fund's total
assets, less its liabilities, by the number of shares outstanding.

The 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 Shares directly, through an exchange from
accounts invested in shares of any open-end investment company ("The Bear
Stearns Funds") either sponsored by or advised by Bear, Stearns & Co., Inc.
("Bear Stearns") or its affiliates. You may also purchase Shares through an
account maintained by your brokerage firm (the "Account") or directly by mail or
wire. The minimum initial investment is $1,000, and the minimum subsequent
investment is $250. The Company in its sole discretion may accept or reject any
order for purchases of 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. 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.

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 the 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.

PURCHASES THROUGH AN ACCOUNT (other than accounts held by Bear Stearns or
brokers who have clearing arrangements with Bear Stearns). 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
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.

If you are a shareholder of The Bear Stearns Funds, you may purchase
Bedford Shares in exchange for shares of The Bear Stearns Funds. This exchange
privilege is only available if you have an existing account. See "Exchange
Privilege" below.

For distribution services with respect to Bedford Shares held by clients of
Bear Stearns, the Company's Distributor will pay Bear Stearns up to .50% of the
annual average value of such accounts.

DIRECT PURCHASES. You may make an initial investment in Bedford Shares by
mail by fully completing and signing an application (the "Application") and
mailing it, together with a check payable to "The RBB Fund -- Money Market
Portfolio (Bedford Class)," to Bedford Money Market Portfolio, c/o PFPC, P.O.
Box 8960, Wilmington, Delaware 19899. Subsequent purchases may be made by
forwarding payment to the Company's transfer agent at the foregoing address.

13
<PAGE>

You may also purchase Shares by having your bank or broker wire Federal
Funds to the Company's Custodian, PFPC Trust Company. Your bank or broker 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)
447-1139, and provide your name, address, telephone number, Social
Security or Tax Identification Number, the amount being wired, and
by which bank or broker. 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 broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC Bank.

PNC Bank, N.A., Philadelphia, PA
ABA-0310-0005-3.
CREDIT ACCOUNT NUMBER: 85-5102-0143
FROM: (your name)
ACCOUNT NUMBER: (your account number)
FOR PURCHASE OF: The RBB Fund-- Money Market Portfolio (Bedford
Class)
AMOUNT: (amount to be invested)

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

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

REDEMPTION OF SHARES

REDEMPTION OF SHARES IN AN ACCOUNT. If you beneficially own Bedford Shares
through an Account, you may redeem them 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.

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 RBB Fund --
Money Market Portfolio (Bedford Class), c/o PFPC, P.O. Box 8960, Wilmington,
Delaware 19899. Redemption requests must be signed by each shareholder in the
same manner as the Shares are registered. Redemption requests for joint accounts
require the signature of each joint owner. On redemption requests of $5,000 or
more, 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.

<PAGE>

Once you are authorized to utilize the telephone redemption option, a
redemption of Shares may be requested by calling PFPC at (800) 447-1139 and
requesting that the redemption proceeds be mailed to the primary registration
address or wired per the authorized instructions. If the telephone redemption
option or the telephone exchange option (as described below) is authorized, PFPC
may act on telephone instructions from any person representing himself or
herself to be a shareholder and believed by PFPC to be genuine. PFPC's records
of such instructions are binding and shareholders, not the Company or PFPC, bear
the risk of loss in the event of unauthorized instructions reasonably believed
by the Company or PFPC to be genuine. PFPC will employ reasonable procedures to
confirm that instructions communicated are genuine and, if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. The
procedures employed by PFPC in connection with transactions initiated by
telephone include tape recording of telephone instructions and requiring some
form of personal identification prior to acting upon instructions received by
telephone.

Proceeds of a telephone redemption request will be mailed by check to your
registered address unless you have designated in your Application 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.

DURING TIMES OF DRASTIC ECONOMIC OR MARKET CONDITIONS, YOU MAY EXPERIENCE
DIFFICULTY IN CONTACTING BEAR STEARNS, THE DISTRIBUTOR OR YOUR BROKER BY
TELEPHONE TO REQUEST A REDEMPTION OF SHARES. IN SUCH CASES, YOU SHOULD CONSIDER
USING THE OTHER REDEMPTION PROCEDURES DESCRIBED ABOVE. USE OF THESE OTHER
REDEMPTION PROCEDURES MAY RESULT IN THE REDEMPTION REQUEST BEING PROCESSED AT A
LATER TIME THAN IT WOULD HAVE BEEN IF TELEPHONE REDEMPTION HAD BEEN USED.

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 $250; 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.

AUTOMATIC WITHDRAWAL. Automatic withdrawal permits you to request
withdrawal of a specified dollar amount (minimum of $25) on either a monthly or
quarterly basis if the investor has a $5,000 minimum account. You can obtain an
application for automatic withdrawal from Bear Stearns, the Distributor, your
broker, or the transfer agent. Automatic withdrawal may be ended at any time by
either you, the Company or the transfer agent. Shares for which certificates
have been issued may not be redeemed through automatic withdrawal. Purchases of
additional shares concurrently with withdrawals generally are undesirable.

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. However, if you bought your Shares by check, the Company
will wait for your check to clear (up to 15 days) before it accepts your
redemption request. 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.

<PAGE>

The Company does not impose a charge when Shares are redeemed, except as
described below. The Company reserves the right to redeem any account in the
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.

If the Board of Directors determines that it would be detrimental to the
best interests of the remaining shareholders of the funds to make payment wholly
or partly in cash, redemption proceeds may be paid in whole or in part by an
in-kind distribution of readily marketable securities held by a fund instead of
cash in conformity with applicable rules of the SEC. Investors generally will
incur brokerage charges on the sale of portfolio securities so received in
payment of redemptions. The funds have elected, however, to be governed by Rule
18f-1 under the 1940 Act, so that a fund is obligated to redeem its Shares
solely in cash up to the lessor of $250,000 or 1% of its net asset value during
any 90-day period for any one shareholder of a fund.

EXCHANGE PRIVILEGE

The exchange privilege enables you to purchase Bedford Shares in exchange
for shares of the other mutual funds sponsored or advised by Bear Stearns, to
the extent such shares are offered for sale in your state of residence. These
funds have different investment objectives than the fund. To use this privilege,
you should consult your account executive at Bear Stearns, your investment
dealers who have sales agreements with Bear Stearns, the Distributor, your
broker or the transfer agent to determine if it is available and whether any
conditions are imposed on its use. Currently, exchanges may be made among the
following portfolios (and such additional portfolios which may be added in the
future):
o S&P STARS Portfolio
o Large Cap Value Portfolio
o Small Cap Value Portfolio
o The Insiders Select Fund
o International Equity Portfolio
o Focus List Portfolio
o Balanced Portfolio
o Income Portfolio
o High Yield Total Return Portfolio
o Emerging Markets Debt Portfolio

To effect an exchange of Shares, exchange instructions must be given to the
transfer agent in writing or by telephone. If you wish to make an exchange, send
a written request to PFPC, Attention: The RBB Fund -- Money Market Portfolio
(Bedford Class), P.O. Box 8960, Wilmington, Delaware 19899. You will
automatically be provided with telephone exchange privileges when opening an
account, unless you indicate otherwise on the account application. If you hold
share certificates, you are not eligible to exchange shares of the fund by phone
because share certificates must accompany all exchange requests. To add this
feature to an existing account that previously did not provide for this option,
a Telephone Authorization Form must be filed with the transfer agent. This form
is available from the transfer agent. Once you have made this election, you may
contact the transfer agent by telephone at (800) 447-1139 to request the
exchange. See "Redemption of Shares--Redemption by Telephone" for a description
of the Company's telephone transaction procedures. During periods of substantial
economic or market change, telephone exchanges may be difficult to complete and
shareholders may have to submit exchange requests to the transfer agent in
writing.

If you do not currently own Bedford Shares or a fund whose shares are being
acquired, a new account will be established with the same registration, dividend
and capital gain options and the same dealer of record as the account from which
shares are exchanged, unless you specify otherwise in writing with all
signatures guaranteed as described above. To participate in an automatic
investment plan or establish automatic withdrawal for the new account, however,
you must file a specific written request before the exchange can be processed.
The exchange privilege may be modified or terminated at any time, or from time
to time, by the Company on 60 days' notice to affected portfolio or fund
shareholders.

Before any exchange, you must obtain and should review a copy of the
current prospectus of the portfolio or fund into which the exchange is being
made. Prospectuses may be obtained from Bear Stearns. Except in the case of
Personal Retirement Plans, the Shares being exchanged must have a current value
of at least $250; furthermore, when establishing a new account by exchange, the
shares being exchanged must have a value of at least the minimum initial
investment required for the portfolio or fund into which the exchange is being
made. If making an exchange to an existing account, the dollar value must equal
or exceed the applicable minimum for subsequent investments. If any amount
remains in the investment portfolio from which the exchange is being made, such
amount must not be below the minimum account value required by the portfolio or
fund.

<PAGE>

Shares will be exchanged at the next determined public offering price. To
qualify for the exchange privilege, at the time of the exchange, you must notify
Bear Stearns, the Distributor, your investment dealer or the transfer agent. Any
such qualification is subject to confirmation of your holdings through a check
of appropriate records. No fees currently are charged directly to you for
exchanges, although the Company reserves the right, upon not less than 60 days'
written notice, to charge a $5.00 fee in accordance with rules promulgated by
the SEC. The Company reserves the right to reject any exchange request in whole
or in part. The Exchange Privilege may be modified or terminated at any time
upon notice to shareholders.

The exchange of shares of one portfolio or fund for shares of another is
treated for federal income tax purposes as a sale of the shares given in
exchange by the shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss.

REDIRECTED DISTRIBUTION OPTION. The Redirected Distribution Option enables you
to invest automatically dividends or dividends and capital gain distributions,
if any, paid by the fund in shares of another portfolio of the Company or a fund
advised or sponsored by Bear Stearns in which you invest. Shares of the other
portfolio or fund will be purchased at the then current public offering price.
If you are investing in a fund that charges a sales load, you may qualify for
share prices which do not include the sales load or which reflect a reduced
sales load.

This privilege is available only for existing accounts and may not be used
to open new accounts. Minimum subsequent investments do not apply. The Company
may modify or terminate this privilege at any time or charge a service fee.
However, no such fee currently is contemplated.

DIVIDENDS AND DISTRIBUTIONS

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

The net investment income (not including any net short-term capital gains)
earned by the 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 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.

<PAGE>

DISTRIBUTION ARRANGEMENTS
--------------------------------------------------------------------------------

Bedford Shares of the Money Market Portfolio are sold without a sales load
on a continuous basis by Provident Distributors, Inc., whose principal business
address is at 3200 Horizon Drive, King of Prussia, PA 19406. Effective on or
about January 2, 2001, PFPC Distributors, Inc. will serve as the distributor of
the Company's shares.

The Board of Directors of the Company approved and adopted the Distribution
Agreement and Plan of Distribution for the Class (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Class a distribution fee, which is accrued daily and paid monthly, of
up to .65% on an annualized basis of the average daily net assets of the Class.
The actual amount of such compensation is agreed upon from time to time by the
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 Plan in the amount of .65% of the average daily net
assets of the 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 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 the 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 Class as well as for related
direct mail, advertising and promotional expenses.

The Plan obligates the Company, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Class the fee agreed to under
the Distribution Agreement. Payments under the Plan are not based on expenses
actually incurred by the Distributor, and the payments may exceed distribution
expenses actually incurred. Because these fees are paid out of the fund's 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>

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<PAGE>

The
Bear Stearns
Funds

575 LEXINGTON AVENUE
NEW YORK, NY 10167
1.800.766.4111

MONEY MARKET PORTFOLIO

INVESTMENT ADVISER
BlackRock Institutional Management Corporation
Wilmington, Delaware

DISTRIBUTOR
Provident Distributors, Inc.
King of Prussia, Pennsylvania

CUSTODIAN
PFPC Trust Company
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

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

BSF-P-019-01

<PAGE>

FOR MORE INFORMATION:

ANNUAL/SEMI-ANNUAL REPORT

These reports contain additional information about the fund's investments,
describe the fund's performance, list portfolio holdings, and discuss recent
market conditions and economic trends. The annual report includes fund
strategies for the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

A Statement of Additional Information, dated December 31, 2000 (SAI), has
been filed with the Securities and Exchange Commission (SEC). The SAI, which
includes additional information about the Bedford Family Money Market Portfolio,
may be obtained free of charge, along with the Bedford Family Money Market
Portfolio 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

PURCHASES AND REDEMPTIONS

Call your broker or (800) 533-7719.

WRITTEN CORRESPONDENCE

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

Street Address: Bedford Family-- Money Market Portfolio
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 fund,
including the SAI, by visiting the SEC's Public Reference Room in Washington,
D.C. You may also obtain copies of fund documents by paying a duplicating fee
and sending an electronic request to the following e-mail address:
[email protected]., or by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington D.C. 20549-0102. Information on the
operation of the public reference room may be obtained by calling the SEC at
1-202-942-8090.

INVESTMENT COMPANY ACT FILE NO. 811-05518

<PAGE>

BEDFORD

MUNICIPAL MONEY MARKET PORTFOLIO

THE RBB FUND, INC.

This prospectus gives vital information about this money market mutual
fund, 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 this fund:

o is not a bank deposit;

o is not federally insured;

o is not an obligation of, or guaranteed or endorsed by PNC Bank, National
Association, PFPC Trust Company or any other bank;

o is not guaranteed to achieve its goals.

o may not be able to maintain a stable $1 share price and you may lose
money.

PROSPECTUS December 31, 2000

<PAGE>

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<PAGE>

TABLE OF CONTENTS
--------------------------------------------------------------------------------

-----------------------------------------
A LOOK AT THE GOALS, STRATEGIES, RISKS,
EXPENSES AND FINANCIAL HISTORY OF THE
PORTFOLIO.

DETAILS ABOUT THE SERVICE
PROVIDERS.

POLICIES AND INSTRUCTIONS FOR
OPENING, MAINTAINING AND
CLOSING AN ACCOUNT IN THE PORTFOLIO.

DETAILS ON THE DISTRIBUTION PLAN.
-----------------------------------------

INTRODUCTION TO THE RISK/RETURN SUMMARY .......................... 5

PORTFOLIO DESCRIPTION ............................................ 6

PORTFOLIO MANAGEMENT

Investment Adviser .......................................... 11

Service Provider Chart ...................................... 12

SHAREHOLDER INFORMATION

Pricing Shares .............................................. 13

Purchase of Shares .......................................... 13

Redemption of Shares ........................................ 15

Dividends and Distributions ................................. 17

Taxes ....................................................... 17

DISTRIBUTION ARRANGEMENTS ........................................ 18

FOR MORE INFORMATION .................................... 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 the Bedford Class
of the Municipal Money Market Portfolio of The RBB Fund, Inc. (the "Company").

This class of common stock (a "Bedford Class") of the Company offered by
this Prospectus represents an interest in the Bedford Class of the 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 there is a short section with
important facts about the Portfolio's goals, strategies, risks, expenses and
financial history. Once you read the short section, read the section about
Purchase and Redemption of Shares of the Bedford Class ("Bedford Shares" or
"Shares").

<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.

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 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.

<PAGE>

QUALITY

MATURITY

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.

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 regarding tax-free status.

<PAGE>

RISK/RETURN INFORMATION

AS OF 12/31
ANNUAL TOTAL RETURNS

[bar graph omitted]
plot points as follows:

1990 5.32%
1991 3.85%
1992 2.40%
1993 1.86%
1994 2.25%
1995 3.14%
1996 2.89%
1997 2.95%
1998 2.77%
1999 2.52%

Year-to-date total return for the nine months ended September 30, 2000: 3.22%
Best Quarter: 5.51% (quarter ended 6/30/90)
Worst Quarter: 1.74% (quarter ended 3/31/94)

AS OF 12/31/99
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
MUNICIPAL MONEY MARKET 2.52% 3.14% 3.13%

<PAGE>

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 Fees (1)..................................... 0.35%

Distribution and service (12b-1) fees (2) .............. 0.65%

Other expenses (3) ..................................... 0.26%
-----
Total annual fund operating expenses (4) ............... 1.26%
=====

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

1. BIMC has voluntarily undertaken that a portion of its management fee
will not be imposed on the fund during the current fiscal year ending
August 31, 2001. As a result of the fee waiver, current management fees
of the fund are 0.03% 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. Distribution and service (12b-1) fees have been restated to reflect
current fees being paid in the current fiscal year.

3. "Other expenses" for the current fiscal year are expected to be less
than the amounts shown above because certain of the fund's service
providers are waiving a portion of their fees and/or reimbursing the
fund for certain other expenses. As a result of these fee waivers,
"Other expenses" of the fund are estimated to be 0.22%. These waivers
and reimbursements are expected to remain in effect for the current
fiscal year. However, they are voluntary and can be modified or
terminated at any time without the fund's consent.

4. As a result of the fee waivers and/or reimbursements set forth in notes
1 and 3, the total annual fund operating expenses which are estimated to
be incurred during the current fiscal year are 0.90%. Although these fee
waivers and/or reimbursements are expected to remain in effect for the
current fiscal year, they are voluntary and may be terminated at any
time at the option of BIMC or the fund's other service providers.

EXAMPLE:

The example is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the fund for the time periods indicated and then redeem
all of your shares at the end of each period. The example also assumes that your
investment has a 5% return each year and that the fund's operating expenses
remain the same. 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 $128 $400 $692 $1,522

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
IMPORTANT DEFINITIONS

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

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

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

<PAGE>

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

The table below sets forth certain financial information for the periods
indicated including per share information 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. This information has been derived from the fund's
financial statements audited by PricewaterhouseCoopers LLP, the Company's
independent accountants. This information should be read in conjunction with the
fund's financial statements which, together with the report of independent
accountants are included in the fund's annual report, which is available upon
request (see back cover for ordering instructions).

FINANCIAL HIGHLIGHTS (B)
(FOR A BEDFORD SHARE OUTSTANDING THROUGHOUT EACH YEAR)

MUNICIPAL MONEY MARKET PORTFOLIO

Net investment income ........................ 0.0301 0.0243 0.0286 0.0285 0.0288
-------- -------- -------- -------- --------
Total from investment operations ........... 0.0301 0.0243 0.0286 0.0285 0.0288
-------- -------- -------- -------- --------

Less distributions

Dividends (from net investment income) ....... (0.0301) (0.0243) (0.0286) (0.0285) (0.0288)
-------- -------- -------- -------- --------
Total distributions ........................ (0.0301) (0.0243) (0.0286) (0.0285) (0.0288)
-------- -------- -------- -------- --------
Net asset value at end of year .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ========
Total return .................................... 3.05% 2.46% 2.97% 2.88% 2.92%
Ratios/Supplemental Data
Net assets at end of year (in thousands) ..... $131,201 $150,278 $147,633 $213,034 $201,940
Ratios of expenses to average net assets
After advisory/administration fee waivers .. .89%(a) .89%(a) .89%(a) .85%(a) .84%(a)
Ratios of net investment income to average
net assets

After advisory/administration fee waivers .. 2.98% 2.43% 2.86% 2.85% 2.88%
</TABLE>

(b) Financial Highlights relate solely to the Bedford Class of shares within the
portfolio.

<PAGE>

PORTFOLIO MANAGEMENT
--------------------------------------------------------------------------------

INVESTMENT ADVISER

For the fiscal year ended August 31, 2000, BIMC received an advisory fee of
.03% of the fund's average net assets.

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

<PAGE>

[EDGAR representation of printed graphic]

--------------------------------------------------------------------------------
SHAREHOLDERS
--------------------------------------------------------------------------------

Distribution and Shareholder Services

--------------------------------------------------------------------------------
PRINCIPAL DISTRIBUTOR

PROVIDENT DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PA 19406

Distributes shares of the fund.

Effective on or about January 2, 2001, PFPC Distributors, Inc. will serve as
the distributor of the Company's shares.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TRANSFER AGENT

PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DE19809

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

Asset
Management

--------------------------------------------------------------------------------
INVESTMENT ADVISER

BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
400 BELLEVUE PARKWAY
WILMINGTON, DE 19809

Manages the fund's business and investment activities.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
CUSTODIAN

PFPC TRUST COMPANY
8800 TINICUM BOULEVARD
SUITE 200
PHILADELPHIA, PA 19153

Holds the fund's assets, settles all portfolio trades
and collects most of 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 the fund's total
assets, less its liabilities, by the number of shares outstanding.

PURCHASE OF SHARES

<PAGE>

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.

<PAGE>

REDEMPTION OF SHARES

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.

<PAGE>

of redemptions. The funds have elected, however, to be governed by Rule 18f-1
under the 1940 Act, so that a fund is obligated to redeem its Shares solely in
cash up to the lesser of $250,000 or 1% of its net asset value during any 90-day
period for any one shareholder of a fund.

DIVIDENDS AND DISTRIBUTIONS

TAXES

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 Portfolio's investments, that a portion of
the 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.

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.

<PAGE>

DISTRIBUTION ARRANGEMENTS
--------------------------------------------------------------------------------

Bedford Shares of the fund are sold without a sales load on a continuous
basis by Provident Distributors, Inc., whose principal business address is at
3200 Horizon Drive, King of Prussia, PA 19406. Effective on or about January 2,
2001, PFPC Distributors, Inc. will serve as the distributor of the Company's
shares.

The Board of Directors of the Company approved and adopted the Distribution
Agreement and a Plan of Distribution for the Class (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the 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 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 Plan in the amount of .65% of the average
daily net assets of the 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 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 the 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 Class as well as for
related direct mail, advertising and promotional expenses.

The Plan obligates the Company, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Bedford Class the fee agreed
to under the Distribution Agreement. Payments under the Plan are not based on
expenses actually incurred by the Distributor, and the payments may exceed
distribution expenses actually incurred. Because these fees are paid out of the
fund's 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>

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

INVESTMENT ADVISER
BlackRock Institutional Management Corporation
Wilmington, Delaware

DISTRIBUTOR
Provident Distributors, Inc.
King of Prussia, Pennsylvania

CUSTODIAN
PFPC Trust Company
Philadelphia, Pennsylvania

ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
================================================================================

================================================================================
BEDFORD
MUNICIPAL
MONEY MARKET
PORTFOLIO

PROSPECTUS

DECEMBER 31, 2000
================================================================================

<PAGE>
BEDFORD MUNICIPAL MONEY MARKET PORTFOLIO

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 Municipal Money Market Portfolio is available free, upon
request, including:

ANNUAL/SEMI-ANNUAL REPORT

STATEMENT OF ADDITIONAL INFORMATION (SAI)

A Statement of Additional Information, dated December 31, 2000 (SAI), has
been filed with the Securities and Exchange Commission (SEC). The SAI, which
includes additional information about the Bedford Municipal Money Market
Portfolio, may be obtained free of charge, along with the Bedford Municipal
Money Market Portfolio 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

PURCHASES AND REDEMPTIONS

Call your broker or (800) 533-7719.

WRITTEN CORRESPONDENCE

Post Office Address: Bedford Family-Municipal Money Market Portfolio
c/o PFPC Inc.
PO Box 8950
Wilmington, DE 19899-8950

Street Address: Bedford Family-Municipal Money Market Portfolio
c/o PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809

SECURITIES AND EXCHANGE COMMISSION (SEC)

INVESTMENT COMPANY ACT FILE NO. 811-05518

<PAGE>

(LOGO)

CASH PRESERVATION
PORTFOLIOS

[GRAPHIC OMITTED]

OF
THE RBB FUND, INC.

Money Market Portfolio

Municipal Money Market Portfolio

Please note that these funds:

o are not bank deposits;

o are not federally insured;

o are not obligations of, or guaranteed or endorsed by PNC Bank,
National Association, PFPC Trust Company or any other bank;

o 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;

o are not guaranteed to achieve their goal(s);

o may not be able to maintain a stable $1 share price and you may lose
money.

PROSPECTUS December 31, 2000

<PAGE>

(THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

TABLE OF CONTENTS
--------------------------------------------------------------------------------

================================================================================
A LOOK AT THE GOALS, STRATEGIES,
RISKS, EXPENSES AND FINANCIAL HISTORY
OF EACH PORTFOLIO.

DETAILS ABOUT THE SERVICE
PROVIDERS.

POLICIES AND INSTRUCTIONS FOR
OPENING, MAINTAINING AND
CLOSING AN ACCOUNT IN EITHER OF
THE PORTFOLIOS.

DETAILS ON DISTRIBUTION
PLANS.
================================================================================

INTRODUCTION TO THE RISK/RETURN SUMMARY ................... 5

PORTFOLIO DESCRIPTION
Money Market ......................................... 6
Municipal Money Market ............................... 11

PORTFOLIO MANAGEMENT
Investment Adviser ................................... 19
Service Provider Chart ............................... 20

SHAREHOLDER INFORMATION
Pricing Shares ....................................... 21
Purchase of Shares ................................... 21
Redemption of Shares ................................. 22
Exchange Privilege ................................... 24
Dividends and Distributions .......................... 25
Taxes ................................................ 25

DISTRIBUTION ARRANGEMENTS ................................. 26

FOR MORE INFORMATION ...................................... Back Cover

3
<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 the 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 Portfolio(s) that interests you, read the sections
about Purchase and Redemption of Shares of the Cash Preservation Classes ("Cash
Preservation Shares"). These sections apply to both of the Portfolios offered by
this Prospectus.

5
<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.

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, or F-2 or higher by
Fitch 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.

6
<PAGE>

QUALITY

MATURITY

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.

Unrated notes, paper and other instruments may be subject to the risk that
an issuer may default on its obligation to pay interest and repay principal.

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

7
<PAGE>

RISK/RETURN INFORMATION

The chart and table below give you a picture of the variability 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

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

7.62% 5.55% 3.09% 2.41% 3.30% 5.19% 4.67% 4.82% 4.77% 4.39%

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

Year-to-date total return for the nine months ended September 30, 2000: 5.57%
Best Quarter: 7.83% (quarter ended 6/30/90)
Worst Quarter: 2.36% (quarter ended 9/30/93)

AS OF 12/31/99
AVERAGE ANNUAL TOTAL RETURNS

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
MONEY MARKET 4.39% 4.75% 4.56%

CURRENT YIELD: The seven-day yield for the period ended 12/31/99 for the
fund was 4.91%. 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.

8
<PAGE>

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) 0.36%

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

Other expenses(2) 5.96%
----
Total annual fund operating expenses(3) 6.72%
====

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

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

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

DISTRIBUTION AND 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 undertaken that a portion of its management fee
will not be imposed on the fund during the current fiscal year ending
August 31, 2001. As a result of the fee waiver, current management
fees of the fund are 0.28% 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. "Other expenses" for the current fiscal year are expected to be less
than the amounts shown above because certain of the fund's service
providers are waiving a portion of their fees and/or reimbursing the
fund for certain other expenses. As a result of these fee waivers,
"Other expenses" of the fund are estimated to be 0.27%. These waivers
and reimbursements are expected to remain in effect for the current
fiscal year. However, they are voluntary and can be modified or
terminated at any time without the fund's consent.

3. As a result of the fee waivers and/or reimbursements set forth in
notes 1 and 2, the total annual fund operating expenses which are
estimated to be incurred during the current fiscal year are 0.95%.
Although these fee waivers and/or reimbursements are expected to
remain in effect for the current fiscal year, they are voluntary and
may be terminated at any time at the option of BIMC or the fund's
service providers.

EXAMPLE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
CASH PRESERVATION SHARES $666 $1,964 $3,218 $6,170

9
<PAGE>

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

FINANCIAL HIGHLIGHTS (b)
(FOR A CASH PRESERVATION SHARE OUTSTANDING THROUGHOUT EACH YEAR)

MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>

FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
AUGUST 31, 2000 AUGUST 31, 1999 AUGUST 31, 1998 AUGUST 31, 1997 AUGUST 31, 1996
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year ........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- -------
Income from investment operations
Net investment income ....................... 0.0514 0.0427 0.0474 0.0464 0.0471
-------- ------- ------- ------- -------
Total from investment operations .......... 0.0514 0.0427 0.0474 0.0464 0.0471
-------- ------- ------- ------- -------
Less distributions
Dividends (from net investment income) ...... (0.0514) (0.0427) (0.0474) (0.0464) (0.0471)
-------- ------- ------- ------- -------
Total distributions ....................... (0.0514) (0.0427) (0.0474) (0.0464) (0.0471)
-------- ------- ------- ------- -------
Net asset value at end of year ................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =======
Total Return ................................... 5.27% 4.36% 4.86% 4.74% 4.81%
Ratios/Supplemental Data
Net assets at end of year (in thousands) .... $ 272 $ 131 $ 226 $ 242 $ 202
Ratios of expenses to average net assets
After advisory/administration fee waivers . .95%(a) .95%(a) .95%(a) .95%(a) .95%(a)
Ratios of net investment income to
average net assets
After advisory/administration fee waivers . 5.14% 4.27% 4.74% 4.64% 4.71%

<FN>
(a) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratios of
expenses to average net assets for the Money Market Portfolio would have
been 6.72%, 9.56%, 9.84%, 10.68% and 12.08% for the years ended August 31,
2000, 1999, 1998, 1997 and 1996, respectively.

(b) Financial Highlights relate solely to the Cash Preservation Class of shares
within the portfolio.
</FN>
</TABLE>

10
<PAGE>