RBB FUND INC, 497, 2001-01-10

RBB FUND INC
497, 2001-01-10

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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
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<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.
=======================================

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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 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 2.40%
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%

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 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 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.

The Company's telephone transaction procedures include the following
measures: (1) requiring the appropriate telephone transaction privilege forms;
(2) requiring the caller to provide the names of the account owners, the account
social security number and name of the portfolio, all of which must match the
Company's records; (3) requiring the Company's service representative to
complete a telephone transaction form, listing all of the above caller
identification

<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.

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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

MORGAN
KEEGAN

Morgan Keegan & Company, Inc.
Members New York Stock Exchange

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