UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549SCHEDULE 14A
SCHEDULE 14A INFORMATION

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Proxy Statement Pursuant to Section 14(a) of the
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THEss.240.14a-12

The RBB FUND, INC.
- --------------------------------------------------------------------------------Fund, Inc.- SEC File Nos. 33-20827, 811-05518
(Name of Registrant as Specified In Itsin its Charter)

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n/i numeric investors family of fundsLarger Cap Value Fund

THE RBB FUND, INC.

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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

October 13, 1999

A Special MeetingApril 12, 2000

Notice is hereby given that a special meeting of Shareholdersshareholders (the "Meeting""Special
Meeting") of n/i numeric investors
Micro Cap Fund, n/i numeric investors Growth Fund, n/i numeric investors
Growth & Value Fund, n/i numeric investors Larger Cap Value Fund and n/i
numeric investors Small Cap Value Fund (each a "Fund," and collectively, the
"Numeric Funds"(the "Portfolio"), each a
series of The RBB Fund, Inc. (the "RBB Fund" or the
"Company""Fund"), will be held at the offices of the RBB
Fund, Bellevue Park Corporate Center, 400 Bellevue Parkway, 3rd Floor,
Wilmington, Delaware 19809 on November 22, 1999,May 15, 2000 at 10:00 a.m. forThe purpose of the
following purposes:Special Meeting is:

(1) The approval or disapprovalto consider a proposal to liquidate and terminate the Portfolio, as
set forth in a Plan of Liquidation and Termination adopted by the Board of
Directors of the Fund, including an amendment to the investment
advisory agreement betweenFund's Articles of
Incorporation to cancel the Company and Numeric Investors L.P.(R) with
respect to each Fund pursuant to which Numeric Investors L.P.(R) would be
compensated on a performance fee basis;outstanding shares of the Portfolio; and

(2) The transaction ofto transact such other business as may properly come before the
meetingSpecial Meeting or any adjournment thereof.

The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholderShareholder is invited to attend the Special
Meeting of Shareholders in person. Shareholders of record at the close of business on September 30, 1999 have the rightApril 3,
2000 will be entitled to vote at the Special Meeting. If you cannot be present
at the Special Meeting, we urge you to fill in, sign and promptly return the
enclosed proxy in order that the Special Meeting can be held and a maximum
number of shares may be voted.

THE BOARD OF DIRECTORS OF THE RBB FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH NUMERIC FUND VOTE TO
APPROVE THE AMENDMENT TO EACH
RESPECTIVE ADVISORY AGREEMENT.PLAN OF LIQUIDATION AND TERMINATION.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE URGED TO
SIGN AND RETURN WITHOUT DELAY THE ENCLOSED PROXY CARD(S) IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, SO THAT
THEIR SHARES MAY BE REPRESENTED AT THE SPECIAL MEETING. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXY CARDS ARE SET FORTH AT THE END OF THE FOLLOWING
PROXY STATEMENT.

PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY THE
SUBSEQUENT EXECUTION AND SUBMISSION OF A REVISED PROXY, BY GIVING WRITTEN
NOTICE OF REVOCATION TO THE RBB FUND AT ANY TIME BEFORE THE PROXY IS EXERCISED OR
BY VOTING IN PERSON AT THE SPECIAL MEETING.

THE COMPANYFUND WILL FURNISH, WITHOUT CHARGE, COPIES OF THE COMPANY'SPORTFOLIO'S ANNUAL
AND
SEMI-ANNUAL REPORTSREPORT TO SHAREHOLDERS DATED AUGUST 31, 19981999 AND SEMI-ANNUAL REPORT TO
SHAREHOLDERS DATED FEBRUARY 28,
1999, RESPECTIVELY,29, 2000 (IF AVAILABLE) TO ANY SHAREHOLDER UPON
REQUEST. THE COMPANY'SPORTFOLIO'S ANNUAL AND SEMI-ANNUAL REPORTS (IF AVAILABLE) TO
SHAREHOLDERS MAY BE OBTAINED FROM THE COMPANYFUND BY CALLING THE COMPANYFUND AT
(800) 686-3742.

By Order of the Board of Directors,

Morgan R. Jones
Secretary

October 13, 1999

WE NEED YOUR PROXY VOTE IMMEDIATELY

YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE
OF FURTHER SOLICITATION.Edward J. Roach
President

April 12, 2000

n/i numeric investors Larger Cap Value Fund
of
THE RBB FUND, INC.
Bellevue Park Corporate Center
400 Bellevue Parkway, 3rd Floor
Wilmington, Delaware 19809

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PROXY STATEMENT

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

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The RBB Fund, Inc. (the "Company""Fund") on behalf
of n/i numeric investors Larger Cap Value Fund (the "Portfolio"), a separate
series of the Fund, for use at a Special Meeting of Shareholders of each of the n/i numeric investors
Micro Cap Fund ("Micro Cap Fund"), n/i numeric investors Growth Fund ("Growth
Fund"), n/i numeric investors Growth & Value Fund ("Growth & Value Fund"), n/i
numeric investors Larger Cap Value Fund ("Larger Cap Value Fund") and n/i
numeric investors Small Cap Value Fund ("Small Cap Value Fund") to be held at
the Company's offices located at Bellevue Park Corporate Center, 400 Bellevue Parkway, 3rd Floor,
Wilmington, Delaware 19809 on November 22, 1999,May 15, 2000 at 10:00 a.m. Eastern Time. As used in this Proxy Statement, the meeting andTime, or at
any adjournment thereof is referred to as(the "Special Meeting").

All proxies in the "Meeting;" the n/i numeric investors family of
fundsenclosed form that are referred to individually as a "Fund"properly executed and collectively as the
"Funds;" and the Funds' shares are referred to as "Shares."

Proxy solicitations will be made primarily by mail, but solicitations may
also be made by personal interview conducted by officers or employees of the
Company, Numeric Investors L.P.(R) ("Numeric"), Bear Stearns Funds Management
Inc., the co-administrator to each Fund, or Shareholder Communications
Corporation ("SCC"), a proxy solicitation firm that has been retained by the
Company. All costs of the solicitation, including (a) printing and mailing of
this Proxy Statement and accompanying materials, (b) the reimbursement of
brokerage firms and others for their expenses in forwarding solicitation
materialsreturned to
the beneficial owners of the shares, (c) payment of SCC for its
services in soliciting proxies and (d) supplementary solicitations to submit
proxies, will be borne by each Fund. SCC has been retained to solicit proxies
in connection with the Meeting for a fee of approximately $16,500. It is
anticipated that SCC will request that shareholders of the Funds submit their
proxies, and may do so by mail or personal interview. This Proxy Statement and
the enclosed proxy are expected to be distributed to shareholders on or about
October 13, 1999.

The following table summarizes the proposal to be voted on at the Meeting
and indicates those shareholders who are being solicited with respect to the
proposal:

Proposal Shareholders solicited
-------- ----------------------

The approval or disapproval of an Shareholders of each Fund voting
amendment to the investment separately on a Fund-by-Fund basis.
advisory agreement between the
Company and Numeric with respect to
each Fund pursuant to which Numeric
would be compensated on a
performance fee basis.

A proxy is enclosed with respect to the Shares you own in the Company. If
the proxy is executed properly and returned, the Shares represented by itPortfolio will be voted as provided therein at the Special Meeting in accordance with the instructions thereon. Each full
Share is entitled to one vote and each fractional Share to a proportionate
fractional vote. If you do not expect to be presentor at
the Meeting and wish
your Shares to be voted, please complete the enclosed proxy and mail it in the
enclosed reply envelope.

THE BOARD OF DIRECTORS RECOMMENDSany adjournment thereof. A VOTE FOR THE APPROVAL OF THE PROPOSAL
DESCRIBED IN THIS PROXY STATEMENT.

PROPOSAL

Introduction. Under the Company's current investment advisory agreements
(each a "Current Agreement" and collectively, the "Current Agreements"),
Numeric is entitled to receive advisory fees at a rate of 0.75% of each Fund's
average daily net assets. Following a review of each of the Company's Current
Agreements with Numeric during its last board meeting, and based on Numeric's
recommendation, the Board of Directors approved a new performance fee
structure known as a "fulcrum fee" arrangement. A fulcrum fee arrangement
compensates an investment adviser on the basis of a fund's performance
relative to a benchmark. Before the proposed fulcrum fee arrangement can be
implemented, however, the shareholders must approve an amendment to the
Current Agreements permitting such an arrangement. At the Meeting,
shareholders of each Fund will be asked to approve such an amendment to its
Current Agreement (each an "Amended Agreement" and collectively, the "Amended
Agreements") with Numeric. Numeric currently serves as investment adviser to
the Company pursuant to five separate investment advisory agreements.

Significant provisions of the Amended Agreements are summarized below.
However, this summary is qualified in its entirety by reference to the Amended
Agreements. A copy of one Amended Agreement is attached as Exhibit A to this
Proxy Statement. The four other Amended Agreements are identical to Exhibit A,
except for the Fund they cover and the Fund's benchmark index used in
calculating the advisory fees paid to Numeric.

Terms and Conditions of the Amended Agreements. The terms and conditions of
the Amended Agreements are identical to those of the Current Agreements except
for provisions relating to the method of calculating the compensation paid to
Numeric. In the event that the Amended Agreements are not approved, the
Current Agreements would remain in effect. In the Amended Agreements, Numeric
agrees, subject to the supervision of the Company's Board of Directors, to
continue to be responsible for the management of, and to provide a continuous
investment program for, each Fund's portfolio in accordance with such Fund's
investment objective, policies and limitations, and to make decisions with
respect to and place orders for all purchases and sales of portfolio
securities for the respective Funds. Numeric's responsibilities as investment
adviser also will continue to include providing investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Funds and maintaining books and records with respect to
each Fund's securities transactions.

Under the Amended Agreements, until January 1, 2001, Numeric would continue
to be entitled to its current advisory fee of 0.75% of each Fund's average
daily net assets before fee waivers and expense reimbursements, if any.
Effective January 1, 2001, the fulcrum fee arrangement would apply. Under the
fulcrum fee arrangement, Numeric's fee would be less than the current advisory
fee of 0.75% if a Fund's performance did not exceed its benchmark by 3.00% in
a given twelve month period, and would only be more than the current advisory
fee if a Fund's performance exceeded its benchmark by more than 4.00% in a
given twelve month period. The performance adjustment would be calculated at
the end of each month using a basic fee of 0.85% of average daily net assets,
and a performance adjustment based upon each Fund's performance during the
last rolling twelve month period. Each Fund's net performance would be
compared with the performance of its benchmark index during that same rolling
twelve month period. When a Fund's performance was at least 5.00% better than
its benchmark, it would pay Numeric more than the basic fee. If a Fund did not
perform at least 4.00% better than its benchmark, Numeric would be paid less
than the basic fee. Each 1.00% of the difference in performance between a Fund
and its benchmark plus 4.00% during the performance period would result in a
0.10% adjustment to the basic fee. If Numeric did not perform as well as a
Fund's benchmark index plus 4.00%, Numeric would be paid less than 0.85%.
Under the Amended Agreement, it is possible that, in certain circumstances, a
Fund could pay Numeric more than the basic fee even though the performance of
both the Fund and the Fund's benchmark is negative. This situation may occur
when the decline in the performance of the benchmark is greater than the
decline in the Fund's performance. The benchmark index for each of the Micro
Cap, Growth, Growth & Value, Larger Cap Value and Small Cap Value Funds would
be the Russell 2000 Growth Index, Russell 2500 Growth Index, S&P MidCap 400
Index, Russell 1000 Value Index and Russell 2000 Value Index, respectively.
These benchmark indices are the same respective indices that each Fund has
used as a benchmark to compare its performance in the past.

The maximum annualized performance adjustment rate would be + or - 0.50% of
average net assets which would be added to or deducted from the basic fee if a
Fund outperformed its benchmark index over a rolling twelve month period by
9.00% or more or if it underperformed its benchmark index over a rolling
twelve month period. Under the fulcrum fee arrangement, Numeric's fee would
never be greater than 1.35% nor less than

0.35% of a Fund's average annualized daily net assets for the preceding month.
The table below details the fulcrum fee arrangement:

Percentage difference
between fund
performance (net of
expenses including
management fees) and
percentage change in Performance Total
benchmark index Basic fee adjustment rate management fee
--------------------- --------- --------------- --------------

+9% or more........................ 0.85% 0.50% 1.35%
+8% or more but less than +9%...... 0.85% 0.40% 1.25%
+7% or more but less than +8%...... 0.85% 0.30% 1.15%
+6% or more but less than +7%...... 0.85% 0.20% 1.05%
+5% or more but less than +6%...... 0.85% 0.10% 0.95%
+4% or more but less than +5%...... 0.85% None 0.85%
+3% or more but less than +4%...... 0.85% -0.10% 0.75%
+2% or more but less than +3%...... 0.85% -0.20% 0.65%
+1% or more but less than +2%...... 0.85% -0.30% 0.55%
+0% or more but less than +1%...... 0.85% -0.40% 0.45%
Less than 0%....................... 0.85% -0.50% 0.35%

Numeric has contractually agreed that assuming the Amended Agreements are
approved, it will waive fees and/or reimburse expenses (other than brokerage
commissions, extraordinary items, interest and taxes), from January 1, 2001
until December 31, 2001, to the extent necessary to prevent a Fund's expenses,
other than management fees, from exceeding 0.50% of its average daily net
assets. Numeric also has contractually agreed that assuming the Amended
Agreements are approved, it will continue to waive fees and/or reimburse
expenses (other than brokerage commissions, extraordinary items, interest and
taxes) from the time of the effective date of the Amended Agreements until the
fulcrum fee arrangement would become effective (that is, January 1, 2001) to
the extent necessary to prevent a Fund's expenses from exceeding 1.00% of its
average daily net assets. Currently, Numeric has contractually agreed to waive
fees and/or reimburse expenses to the extent necessary to prevent a Fund's
expenses from exceeding 1.00% of its average daily net assets.

During the fiscal year or period ended August 31, 1999, the Micro Cap,
Growth, Growth & Value, Larger Cap Value and Small Cap Value Funds each paid
Numeric an investment advisory fee at the effective annual rate of 0.63%,
0.59%, 0.55%, 0.38% and 0.01%, respectively, of such Funds' average daily net
assets after fee waivers. The table below compares the aggregate amount of
management fees paid during the last fiscal year or period to the aggregate
amount of management fees that would have been paid by each Fund had the
proposed fulcrum fee been in effect:

Fiscal Year
or Period Ended Percentage
August 31, 1999 Fulcrum fee variation between
Management fees* arrangement** fee arrangements
---------------- ------------- -----------------

Micro Cap................... $630,289 $1,350,887 114.32%
Growth...................... 451,504 382,282 -15.33%
Growth & Value.............. 488,857 237,853 -51.34%
Larger Cap Value............ 77,347 0 -152.01%
Small Cap Value***.......... 931 0 -4,312.76%

- --------

* These amounts reflect the fees after waivers and/or expense reimbursements.
Numeric has contractually agreed until December 31, 2000 to waive fees
and/or reimburse expenses (other than brokerage commissions, extraordinary
items, interest and taxes) to the extent necessary to prevent a Fund's
expenses from exceeding 1.00% of its average daily net assets. The
management fees before these waivers were $756,094, $573,423, $660,704,
$150,844 and $55,690 for the Micro Cap, Growth, Growth & Value, Larger Cap
Value and Small Cap Value Funds, respectively.

** These amounts reflect fees after fee waivers and/or expense reimbursements.
Numeric has contractually agreed that from when the fulcrum fee arrangement
would become effective (that is, January 1, 2001) until December 31, 2001,
it will waive fees and/or reimburse expenses (other than brokerage
commissions, extraordinary items, interest and taxes) to the extent
necessary to prevent a Fund's expenses, other than management fees, from
exceeding 0.50% of its average daily net assets. The total management fees

reflecting the fulcrum fee arrangement before such waivers and/or
reimbursements would have been $1,360,968, $420,510, $308,329, $70,394 and
$95,538, for the Micro Cap, Growth, Growth & Value, Larger Cap Value and
Small Cap Value Funds, respectively. Numeric would also have reimbursed
expenses of the Larger Cap Value and Small Cap Value Funds in the amounts of
$40,225 and $39,221, respectively, under its contractual fee waiver and
expense reimbursement agreement with the Company.

*** For the period December 1, 1998 through August 31, 1999.

The following table shows the total operating expenses paid by the Funds
based on the last fiscal year or period as a percentage of average net assets.
Figures shown reflect expenses under the Current Agreements as well as pro
forma expenses that would have been incurred if the fulcrum fee arrangement had
been in effect during that period, and in each case are based on each Fund's
asset levels as of August 31, 1999.

Annual operating expenses

(expenses that are deducted from Fund assets)

Total annual
fund Fee waivers
Management Rule 12b-1 Other operating and/or expense Net
fees+ Fees expenses++ expenses reimbursements expenses
---------- ---------- ---------- ------------ -------------- --------

Micro Cap
Current............... 0.75% None 0.51% 1.26% -0.26% 1.00%*
Pro Forma............. 1.35% None 0.51% 1.86% -0.01% 1.85%**
Growth
Current............... 0.75% None 0.55% 1.30% -0.30% 1.00%*
Pro Forma............. 0.55% None 0.55% 1.10% -0.05% 1.05%**
Growth & Value
Current............... 0.75% None 0.58% 1.33% -0.33% 1.00%*
Pro Forma............. 0.35% None 0.58% 0.93% -0.08% 0.85%**
Larger Cap Value
Current............... 0.75% None 1.05% 1.80% -0.80% 1.00%*
Pro Forma............. 0.35% None 1.05% 1.40% -0.55% 0.85%**
Small Cap Value***
Current............... 0.75% None 1.84% 2.59% -1.59% 1.00%*
Pro Forma............. 0.95% None 1.84% 2.79% -1.34% 1.45%**

- --------

* These amounts reflect fees after fee waivers and/or expense reimbursements.
Numeric has contractually agreed until December 31, 2000 to waive fees
and/or reimburse expenses (other than brokerage commissions, extraordinary
items, interest and taxes) to the extent necessary to prevent a Fund's
expenses from exceeding 1.00% of average daily net assets.

**These amounts reflect fees after fee waivers and/or expense reimbursements.
Numeric has contractually agreed that from when the fulcrum fee arrangement
would become effective (that is, January 1, 2001) until December 31, 2001,
it will waive fees and/or reimburse expenses (other than brokerage
commissions, extraordinary items, interest and taxes), to the extent
necessary to prevent a Fund's expenses other than management fees, from
exceeding 0.50% of its average daily net assets.

***For the period December 1, 1998 through August 31, 1999; percentages are
annualized.

+ The current and pro forma management fees (other than brokerage commissions,
extraordinary items, interest and taxes) after fee waivers and/or expense
reimbursements would have been 0.63% and 1.34% for the Micro Cap Fund; 0.59%
and 0.50% for the Growth Fund; 0.55% and 0.27% for the Growth & Value Fund;
0.38% and 0.00% for the Larger Cap Value Fund; and 0.01% and 0.00% for the
Small Cap Value Fund. Numeric would also have reimbursed expenses of the
Larger Cap Value and Small Cap Value Funds by an additional 0.20% and 0.39%,
respectively, under the contractual fee waiver and expense reimbursement
agreement with the Company.

++ The current and pro forma other expenses after fee waivers and/or expense
reimbursements would have been 0.37% and 0.51% for the Micro Cap Fund; 0.41%
and 0.55% for the Growth Fund; 0.45% and 0.58% for the Growth & Value Fund;
0.62% and 0.85% for the Larger Cap Value Fund; and 0.99% and 1.45% for the
Small Cap Value Fund.

EXAMPLE. This example is intended to help you compare the cost of investing
in a Fund with the cost of investing in other mutual funds. We are assuming an
initial investment of $10,000, a 5% total annual return each year with no
changes in operating expenses (other than management fees for the pro forma
expenses) and redemption at the end of each period. Although your actual cost
may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
(current/pro (current/pro (current/pro (current/pro
forma) forma) forma) forma)
------------ ------------ ------------ ------------

Micro Cap................ $102/188 $374/584 $667/1,005 $1,500/2,179
Growth................... 102/107 382/345 684/601 1,541/1,336
Growth & Value........... 102/87 389/288 697/507 1,573/1,136
Larger Cap Value......... 102/87 488/389 900/713 2,050/1,632
Small Cap Value.......... 102/148 654/738 1,232/1,355 2,806/3,021

UNDER THE FULCRUM FEE ARRANGEMENT, NUMERIC'S FEE WOULD BE LESS THAN THE
CURRENT ADVISORY FEE OF 0.75% IF A FUND'S PERFORMANCE DID NOT EXCEED ITS
BENCHMARK BY 3.00% IN A GIVEN TWELVE MONTH PERIOD, AND WOULD ONLY BE MORE THAN
THE CURRENT ADVISORY FEE IF A FUND'S PERFORMANCE EXCEEDED ITS BENCHMARK BY
MORE THAN 4.00% IN A GIVEN TWELVE MONTH PERIOD.

The management fees payable by each Fund under its Amended Agreement are the
separate obligation of that Fund and not the joint obligation of all Funds.

The Amended Agreements provide that Numeric will continue to pay all
expenses incurred by it in connection with its activities under the Amended
Agreements other than the expenses to be borne by the Funds. Expenses to be
borne by the Funds include, without limitation, brokerage fees, commissions
and other transaction costs, outside auditing and legal expenses, Securities
and Exchange Commission ("SEC") fees, costs of shareholders' reports and
meetings, costs of proxy statements and prospectuses and extraordinary
expenses.

The Amended Agreements also provide that Numeric may continue to place
orders for portfolio securities with any broker or dealer selected by Numeric.
Inshareholder executing portfolio transactions and selecting brokers or dealers, the
Amended Agreements require Numeric to use its reasonable best efforts to seek
the most favorable execution of orders. Consistent with this obligation,
Numeric may purchase and sell portfolio securities from and to brokers and
dealers who provide brokerage and research services to or for the benefit of
the Funds directly or indirectly. Numeric is authorized to cause the Funds to
pay to a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for any Fund which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if Numeric determines in good faith that the
amount of each such commission was reasonable in relation to the value of
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction to which the commission relates or
Numeric's overall responsibilities with respect to accounts as to which it
exercises investment discretion. In no instance will portfolio securities be
purchased from or sold to Numeric or the Funds' principal underwriter,
Provident Distributors, Inc., or any affiliated person of either of them,
except as permitted by the SEC.

The Amended Agreements also provide that Numeric shall not be liable for any
error of judgment or mistake of law or for any loss suffered by a Fund, except
a loss resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence by Numeric in the performance of its duties or from
reckless disregard by it of its obligations and duties under the Amended
Agreements ("disabling conduct"). Each Fund has agreed to indemnify and hold
harmless Numeric against all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from disabling conduct by Numeric.

If approved by a majority of the outstanding Shares of each Fund (as defined
below) and not sooner terminated, each Amended Agreement will continue in
effect with respect to each such Fund until August 16, 2000 and thereafter
from year to year, provided that such continuance is approved at least
annually (i) by the vote of a majority of those members of the Board of
Directors who are not parties to the Amended Agreements or "interested
persons" (as defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of any such party, and (ii) by the Board of Directors or by vote
of a majority of the outstanding Shares of each such Fund.

The Amended Agreements provide that each will terminate automatically in the
event of its "assignment" (as defined in the 1940 Act), and that each is
terminable by Numeric, by the Board of Directors of the Company, or by vote of
a majority of the outstanding Shares of each Fund without penalty, on 60 days'
written notice.

Evaluation by the Board of Directors. The Company's Board of Directors has
determined that approving the Amended Agreements with Numeric on behalf of the
Funds would provide appropriate incentives for Numeric in making portfolio
investments through the performance adjustment. In addition, the Board has
limited the performance adjustment to a particular range. The Board believes
that the Amended Agreements would enable the Funds to obtain high quality
services at costs deemed appropriate, reasonable and in the best interests of
the Funds and their shareholders.

Among other things, the Board considered that (i) the selection of the
benchmark indices under the Amended Agreements was appropriate; (ii) Numeric's
investment performance would be measured with respect to twelve month periods
and on a "rolling basis," thus making it less likely management fee payments
would be affected by short-term or "random" fluctuations in a respective
Fund's performance than might be the case if a shorter measuring period was
used in the performance formula; (iii) Numeric has demonstrated its abilities
as an investment adviser to the Funds; (iv) the terms of the Current
Agreements and the Amended Agreements were identical except for the fees
payable to Numeric; (v) the formula for determining the fulcrum fee
arrangement would result in significant fee adjustments only in response to
significant performance differences; and (vi) there would be no change in
personnel at Numeric providing investment advisory services to the Funds as a
result of the Amended Agreements. In reaching its determination, the Board
gave approximately equal weight to the foregoing considerations.

Based upon its review, the Board concluded that the Amended Agreements with
Numeric are reasonable, fair and in the best interests of the Funds and their
shareholders, and that the fees provided therein are fair and reasonable. In
the Board's view, retaining Numeric to serve as the Funds' investment adviser,
under the terms of the Amended Agreements, is desirable and in the best
interests of the Funds and their shareholders. Accordingly, after
consideration of the above factors, and such other facts and information as it
deemed relevant, the Board, including a majority of those members of the Board
who are not "interested persons" (as defined in the 1940 Act) of any party to
the Amended Agreements, approved the Amended Agreements with Numeric on July
28, 1999 and voted to recommend their approval by the shareholders of the
Funds.

Information concerning the Current Agreements. The Current Agreements
relating to each of the Funds are dated, and were approved by each Fund's sole
shareholder prior to its initial public offering, as of April 24, 1996, except
for the Larger Cap Value Fund which is dated, and was approved by the Fund's
sole shareholder prior to its initial public offering, December 1, 1997, and
the Small Cap Value Fund, which is dated, and was approved by the Fund's sole
shareholder prior to its initial public offering, November 30, 1998. The Board
of Directors last approved the Funds' Current Agreements on July 28, 1999.
Pursuant to the Current Agreements, Numeric is entitled to receive advisory
fees at a rate of 0.75% of each Fund's average daily net assets.

Required Vote. The approval of the Amended Agreements requires the
affirmative vote of the holders of a "majority of the outstanding shares" of
each Fund (as defined in the 1940 Act), which means the lesser of (a) the
holders of 67% or more of the Shares of the Fund present at the Meeting if the
holders of more than 50% of the outstanding Shares of such Fund are present in
person or by proxy, or (b) more than 50% of the outstanding Shares of the
Fund.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE AMENDED
AGREEMENTS.

VOTING INFORMATION

General Information. This proxy is being furnished in connection with the
solicitation of proxies for the Meeting. It is expected that the solicitation
of proxies will be primarily by mail. Officers and service contractors of the
Company may also solicit proxies by personal interview. In this connection,
the Company has retained SCC to assist in the solicitation of proxies.
Shareholders may vote by mail, by marking, signing, dating and returning the
enclosed Proxy Card(s) in the enclosed postage-paid envelope. Any shareholder
giving a proxy mayhas the
power to revoke it at any time before it is exercised by submitting
to the Company agiving written notice
of such revocation orto the Secretary of the Fund. Signing and mailing the proxy
will not affect your right to give a subsequently executedlater proxy or by attendingto attend the Special
Meeting and votingvote your shares in person.

Record Date. Only shareholdersThe Board of record atDirectors intends to bring before the close of business on
September 30, 1999Special Meeting the
matters set forth in the foregoing notice. The persons named in the enclosed
proxy and acting thereunder will be entitled to vote at the Meeting. On that date, the
outstanding Shares were as follows:

Number of
Fund Shares Outstanding
---- ------------------

Micro Cap Fund............................................ 4,210,177.032
Growth Fund............................................... 4,091,049.578
Growth & Value Fund....................................... 2,848,549.138
Larger Cap Value Fund..................................... 611,518.190
Small Cap Value Fund...................................... 892,623.429

Quorum. A quorum is constituted with respect to that item in accordance
with the Companydirections of the shareholder as specified on the proxy card. If no
choice is specified, the shares will be voted in favor of (i) the proposal to
liquidate and terminate the Portfolio and return the proceeds to the
shareholders of the Portfolio, including an amendment to the Articles of
Incorporation to cancel the outstanding shares of the Portfolio; and (ii) in
the discretion of the proxies, any other matter not presently known which may
properly come before the meeting or any adjournment thereof.

In accordance with the Articles of Incorporation of the Fund and the General
Laws of the State of Maryland, approval of the proposal requires the
affirmative vote of the holders of a Fund bymajority of the outstanding shares of
common stock of the Portfolio at a meeting at which a quorum is present. The
presence in person or by proxy of the holders of at leasta one-third of all the outstanding Shares of the Company or a Fundvotes
entitled to votebe cast at the Meeting.meeting will constitute a quorum. For purposes of
determining the presence of a quorum, for transacting business
at the Meeting, abstentions, broker non-votes or
withheld votes will be treatedcounted as Shares that are present at the
Meeting but which have not been voted.present. Abstentions will have the effect of
a "no" vote for purposes of obtaining the requisite approval of the proposal.
Broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owners or
other persons entitled to vote Sharesshares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
the same as abstentions.

InProxy solicitations will be made primarily by mail, but solicitations may
also be made by personal interview conducted by officers or employees of the
eventFund, Numeric Investors L.P.(R), the Portfolio's investment adviser,
("Numeric"), Bear Stearns Funds Management Inc., the co-administrator to the
Portfolio or Shareholder Communications Corporation ("SCC"), a proxy
solicitation firm that has been retained by the Fund. Numeric will bear the
entire cost of preparing, printing and mailing this proxy statement, the
proxies and any additional materials which may be furnished to shareholders,
including the payment of SCC for its services in soliciting proxies. SCC has
been retained to solicit proxies in connection with the Special Meeting for a
quorumfee of approximately $500 and reimbursement of reasonable out-of-pocket
expenses. It is anticipated that SCC will request that shareholders of the
Portfolio submit their proxies, and may do so by mail or personal interview.
It is expected that this Proxy Statement and form of proxy are expected to be
mailed to shareholders on or about April 12, 2000.

PROPOSAL FOR LIQUIDATION AND TERMINATION OF THE PORTFOLIO

Background.

The Portfolio began operations on December 9, 1997, as a series of the Fund.
As of April 4, 2000 the Portfolio had total net assets of approximately $1.6
million. Notwithstanding the marketing of the Portfolio's shares and the
assumption of Portfolio expenses by Numeric, the Portfolio's net assets have
been decreasing. Accordingly, at a February 18, 2000 meeting, the Board
considered a proposal to liquidate the Portfolio. The Board reviewed the size
of the Portfolio, the expenses which had been assumed by Numeric during the
life of the Portfolio, the efforts to distribute shares of the Portfolio, and
the effect of the expenses on the returns of shareholders. The Board
considered that Numeric had not present atbeen able to collect or retain its full
advisory fee during the Meetinglife of the Portfolio, that for the semi-annual period
ended February 29, 2000, Numeric was unable to collect or atretain any
adjournment thereof, orsignificant advisory fee, that there would be no prospect that this would
change in the eventnear future, and that a quorum is present atin the Meeting
but sufficient votesabsence of compensation over long
periods, the ability of Numeric to approveservice the proposal are not received by the Company
or by one or moreneeds of the Funds, oneFund would be
impaired. For the most recent fiscal year, absent the waiver of fees or
more adjournment(s) may be proposedassumption of expenses by Numeric, the Portfolio's expenses would have been
approximately 1.80% of average daily net assets compared to permit further solicitations of proxies. Any adjourned session or sessions may
be held1.00% after the
date setfee waiver and assumption of expenses. For the semi-annual period ended
February 29, 2000, absent the waiver of fees or assumption of expenses by
Numeric, the Portfolio's expenses would have been approximately 2.94%
(annualized) of average daily net assets compared to 1.00% after the fee
waiver and assumption of expenses. The Portfolio's expected total expense
ratio for the original Meeting without notice except
announcementpresent fiscal year before the fee waiver and assumption of
expenses is expected to rise as a result of the further reduction of the
Portfolio's total net assets. The Board also considered that the presence of
larger funds with similar objectives better able to operate on an efficient
basis and provide higher returns to shareholders, made it unlikely that the
Portfolio could achieve a significant increase in asset size and achieve
economies of scale. The Board therefore concluded that it would be in the
interest of the shareholders of the Portfolio to liquidate the Portfolio
promptly, in accordance with a Plan of Liquidation and Termination. (See
"General Tax Consequences" below.)

If the Portfolio's assets are reduced below a level at which Numeric
believes it can continue to manage a diversified equity portfolio, the
Meeting. Any such adjournment(s)Portfolio may invest substantially (and possibly exclusively) in money market
securities and cash. This could prevent the Portfolio from achieving its
investment objective, and could reduce the Portfolio's return and adversely
affect its performance during a market upswing.

Plan of Liquidation and Termination.

The Board of Directors has approved the Plan of Liquidation and Termination
(the "Plan") summarized in this section and set forth as Exhibit A to this
proxy statement.

1. Effective Date of the Plan and Cessation of the Portfolio's Business as
an Investment Company. The Plan will requirebecome effective on the affirmative votedate of its
adoption and approval by a majority of those Shares affectedthe outstanding shares of the
Portfolio. The date of such adoption and approval by shareholders is
hereinafter called the "Effective Date." Following this approval, the
Portfolio (i) will cease to invest its assets in accordance with its
investment objective and will sell the portfolio securities it owns in order
to convert the Portfolio's assets to cash; (ii) will not engage in any
business activities except for the purposes of winding up its business and
affairs, preserving the value of its assets and distributing its assets to
shareholders after the payment to (or reservation of assets for payment to)
all creditors of the Portfolio; and (iii) will terminate in accordance with
the laws of the State of Maryland and the Articles of Incorporation of the
Fund. The Fund's Articles of Incorporation will also be amended to cancel the
shares of the Portfolio.

2. Closing of Books and Restriction of Transfer and Redemption of
Shares. The proportionate interests of shareholders in the assets shall be
fixed on the basis of their respective holdings on the Effective Date of the
Plan. On such date the books of the Portfolio will be closed and the
shareholders' respective interests in the Portfolio's assets will not be
transferable or redeemable, but the assets will be distributed pursuant to the
Plan.

3. Liquidating Distribution. As soon as possible after approval of the Plan,
and in any event within ten business days thereafter, the Fund on behalf of
the Portfolio will mail the following to each shareholder of record on the
Effective Date of the Plan: (i) to each shareholder, a liquidating cash
distribution equal to the shareholder's proportionate interest in the net
assets of the Portfolio, and (ii) information concerning the sources of the
liquidating distribution.

4. Expenses. Numeric will bear all expenses incurred by the adjournment(s)Fund in carrying
out the Plan.

5. Continued Operation of the Portfolio. After the date of mailing of the
liquidating distribution, the termination of the Portfolio will be effected
and the outstanding shares of the Portfolio will be cancelled by an amendment
to the Articles of Incorporation. The Plan provides that the Directors shall
have the authority to authorize such variations from or amendments of the
provisions of the Plan as may be necessary or appropriate to marshal the
assets of the Portfolio and to effect the complete liquidation and termination
of the existence of the Portfolio and the purposes to be accomplished by the
Plan.

General Tax Consequences.

Each shareholder who receives a liquidating distribution will recognize gain
or loss for Federal income tax purposes equal to the excess of the amount of
the distribution over the shareholder's tax basis in the Portfolio shares.
Assuming that the shareholder holds such shares as capital assets, such gain
or loss will be capital gain or loss and will be long-term or short-term
capital gain depending on the shareholder's holding period for the shares.

The tax consequences discussed herein may affect shareholders differently
depending upon their particular tax situation unrelated to the liquidating
distribution, and accordingly, this summary is not a substitute for careful
tax planning on an individual basis. Shareholders may wish to consult their
personal tax advisers concerning their particular tax situations and the
impact thereon of receiving the liquidating distribution as discussed herein,
including any state and local tax consequences.

The Fund anticipates that it will retain its qualification as a regulated
investment company under the Internal Revenue Code, as amended, during the
liquidation period, and, therefore, will not be taxed on any of its net income
from the sale of its assets.

If the shareholders do not approve the Plan, the Board would meet to
consider what, if any, steps to take in the interest of shareholders.

Shareholders are representedfree to redeem their shares prior to the liquidation.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE PLAN.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of the shares of common stock of the Portfolio at the
close of business on April 3, 2000 will be entitled to vote at the Special
Meeting in person or by proxy. If a quorum is
present,any adjournment thereof. On that date, the persons named as proxies will vote those proxies which theyPortfolio had
outstanding 135,919.810 shares of common stock. The shareholders are entitled
to one vote FORper share on all business to come before the proposal in favor of such adjournment(s),meeting.

The officers and will
vote those proxies required to be voted AGAINST the proposal against any such
adjournment(s). A shareholder vote may be taken with respect to one or moredirectors of the Funds on some or all matters before any such adjournment(s) ifFund as a quorum is
present and sufficient votes have been received for approval with respect to
such Fund or Funds.

Other Shareholder Information. The name, address and share ownership of each
other person who may have possessed sole or shared voting or investment power
with respect to more than 5%group beneficially own in the
aggregate no shares of the Company's outstanding Shares ascommon stock of the Portfolio. As of
the record date, were:the following shareholders owned of record or beneficially
more than five percent of the outstanding common stock of the Portfolio:

Percentage of
Amount of Fund Fund Shares
Name and Address Amount of Portfolio Portfolio Shares
of Beneficial Owner Shares Owned Owned
------------------------------------------- -------------- -------------------------------- ------------------- ----------------

Micro Cap Fund..........
Charles Schwab & Co., Inc. 563,252.627 13.4%
Special Custody Account for the Exclusive
Benefit of Customers
Attn Mutual Funds A/C 3143-0251
101 Montgomery St.
San Francisco, CA 94104

Percentage of
Amount of Fund Fund Shares
Name and Address Shares Owned Owned
------------------------------------------- -------------- -------------

Janis Claflin, Bruce Fetzer,
Winston Franklin and
Robert Lehman, Trustees
The John E. Fetzer Institute, Inc. 453,512.828 10.8%
U/A DTD 06-1992
Attn Christina Adams
9292 West KL Ave.
Kalamazoo, MI 49009

Louisa Stude Sarofim Foundation 241,673.227 5.7%
DTD 01/04/91
c/o Nancy Head
1001 Fannin 4700
Houston, TX 77002

Public Institute For Social Security 635,883.841 15.1%
1001 19th St. N, 16th Flr.
Arlington, VA 22209

Growth Fund............. Charles Schwab & Co., Inc. 303,330.184 7.5%............... 45,282.43 33.3%
Special Custody Account for the Exclusive
Benefit of Customers
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104

Citibank North America, Inc. 1,668,190.585 41.1%
F/B/O Sargant & Lundy Retirement Trust
Mutual Fund Unit Bld B
Floor 1 Zone 7
3800 Citibank Center
Tampa, FL 33610-9122

Louisa Stude Sarofim Foundation 242,293.476 5.9%
DTD 01/04/91
c/o Nancy Head
1001 Fannin 4700
Houston, TX 77002

The John E. Fetzer Institute, Inc. 220,359.540 5.4%
Attn Christina Adams
9292 West KL Ave.
Kalamazoo, MI 49009

U.S. Equity Investment Portfolio L.P. 318,464.452 7.8%
1001 N. U.S. Hwy. One, Suite 800
Jupiter, FL 33477

Growth & Value Fund..... Charles Schwab & Co., Inc. 584,748.975 20.8%
Special Custody Account for the Exclusive
Benefit of Customers
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104

Percentage of
Amount of Fund Fund Shares
Name and Address Shares Owned Owned
------------------------------------------- -------------- -------------
National Investor Services Corp. 203,862.874......... 9,930.023 7.3%
for the Exclusive Benefit of our
Customers
S. 55 Water St., 32nd Flr.Floor
New York, NY 10041-3299

Larger Cap Value Fund... Charles Schwab & Co., Inc. 316,990.805 51%
Special Custody Account for the Exclusive
Benefit of Customers
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104

FTC & Co. 56,702.221 9.1%
Attn Datalynx 241
Attn Datalynx 273
P.O. Box 173736
Denver, CO 80217-3736

NFSC FEBO 108-436631 61,534.010 9.9%
FMT Co. Cust. IRA Rollover
FBO Warren E. Shaw
84 Rye Rd.
Rye, NY 10580

Small Cap Value Fund.... State Street Bank and Trust Co. 482,033.297 53.7%
FBO Yale Univ. Ret. Plan for Staff
Employees
State Street Bank & Trust Co. Master Trust
Attn Kevin Sutton
Solomon Williard Bldg.
One Enterprise Dr.
North Quincy, MA 02171

Yale University Ret. Health Benefits Trust 239,762.079 26.7%
Attn Seth Alexander
230 Prospect St.
New Haven, CT 0651110041-3299

ADDITIONALGENERAL INFORMATION

Investment Adviser, Principal Underwriter, and Administrators

Information About Numeric. Numeric is a limited partnership whose principal
offices are located at One Memorial Drive, Cambridge, MA 02142. Numeric's
general partner is WBE & Associates LLC, whose sole member is LJM Company.
Both companies are located at One Memorial Drive, Cambridge, MA 02142.
Langdon B. Wheeler serves as Numeric's President and is the majority
shareowner of LJM Company. Mr. Wheeler's address is also One Memorial Drive,
Cambridge, MA 02142.

Numeric specializes in the active management of U.S. and international
equity portfolios using internally developed quantitative stock selection and
portfolio risk-control techniques, and currently has over $5$3.7 billion in
assets under management for individual, limited partnership, mutual fund,
offshore fund, pension plan and endowment accounts.

Principal Underwriter and Administrators. Provident Distributors, Inc.,
which is located at Four Falls Corporate Center, 6th Floor, West Conshohocken,3200 Horizon Drive, King of Prussia, PA 1942819406, serves as
the exclusive underwriter for shares of the Funds.Fund. The Company's co-administratorsFund's co-
administrators are: PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809 and
Bear Stearns Funds Management Inc., 575 Lexington Avenue, 9th Floor, New York,
NY 10022.

9Reports to Shareholders and Financial Statements.

The Fund will furnish, without charge, copies of the Portfolio's Annual
Report to Shareholders dated August 31, 1999 and Semi-Annual Report to
Shareholders dated February 29, 2000 (if available) to any shareholder upon
request. The Annual and Semi-Annual Reports (if available) should be read in
conjunction with this Proxy Statement. You can obtain copies of the Annual and
Semi-Annual Reports (if available) from the Fund, without charge, by writing
to the Fund at the address on the cover of this Proxy Statement or by calling
(800) 686-3742.

OTHER MATTERS

The CompanyFund does not intend to hold Annual Meetings of Shareholders except to
the extent that such meetings may be required under the 1940 Act or state law.
Shareholders who wish to submit proposals for inclusion in the Proxy Statement
for a subsequent shareholder meeting should send their written proposals to
the CompanyFund at its principal office within a reasonable time before such meeting.

No businessAs of the date of this Proxy Statement, the Directors are not aware of any
matters to be presented for action at the Meeting other than the mattersthose described
above is expected to comeabove. Should other business properly be brought before the Meeting, but should any other matter requiring a voteit is
intended that the accompanying Proxy(ies) will be voted thereon in accordance
with the judgment of shareholders
arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy will vote thereon according to their best judgment.

Dated: October 13, 1999

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO COMPLETE THE ENCLOSED PROXY CARD(S)
AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

THE COMPANY WILL FURNISH, WITHOUT CHARGE, COPIES OF THE COMPANY'S ANNUAL AND
SEMI-ANNUAL REPORTS TO SHAREHOLDERS DATED AUGUST 31, 1998 AND FEBRUARY 28,
1999, RESPECTIVELY, TO ANY SHAREHOLDER UPON REQUEST. THE COMPANY'S ANNUAL AND
SEMI-ANNUAL REPORTS TO SHAREHOLDERS MAY BE OBTAINED FROM THE COMPANY BY CALLING
THE COMPANY AT (800) 686-3742.

10as proxies.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense involved in validating your vote if you
fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy
card.

3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:

Registration Valid signatures
------------ ----------------

CORPORATE ACCOUNTS
(1) ABC Corp.................................... ABC Corp.
(2) ABC Corp.................................... John Doe, Treasurer
(3) ABC Corp.Corp
c/o John Doe, Treasurer......................Treasurer........................ John Doe
(4) ABC Corp. Profit Sharing Plan...............Plan..................... John Doe, Treasurer

TRUST ACCOUNTS
(1) ABC Trust................................... Jane B. Doe, TrusteeTreasurer
(2) Jane B. Doe,
Trustee u/t/d 12/28/78.......................78......................... Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith,
Cust. f/b/o John B. Smith Jr. UGMA..........UGMA............. John B. Smith
(2) John B. Smith............................... John B. Smith, Jr., Executor

116

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY

Please detach at perforation before mailing.

THIS PROXY CARDIS SOLICITED ON BEHALF OF THE
PROXY BOARD OF DIRECTORS OF THE RBB FUND, INC. PROXY CARD
n/i numeric investors
MICRO CAP FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

n/i numeric investors Larger Cap Value Fund

("Larger Cap Value Fund"),Proxy for Special Meeting of Shareholders May 15, 2000

KNOW ALL MEN BY THESE PRESENT, that the undersigned hereby constitutes and
appoints Edward J. Roach, Donald van Roden and Timothy Biedrzycki, or any of
them, with power of substitution, as attorneys and proxies to appear and vote
all of the shares standing in the name of the undersigned at the Special Meeting
of Shareholders of the n/i numeric investors SmallLarger Cap Value Fund ("Small Cap Value Fund"(the
"Portfolio") (each a "Fund," and
collectively, the "Numeric Funds"), each a series of The RBB Fund, Inc. (the "RBB Fund" or the "Company""Fund"), willto be held at the offices of the RBB Fund, Bellevue Park
Corporate Center, 400 Bellevue Parkway, 3rd Floor, Wilmington, Delaware 19809 on November 22, 1999,May 15,
2000 at 10:00 a.m. This proxy when properly executed will be voted inand at any and all adjournments thereof, and the manner you directed. If
no direction is given, with respectundersigned
hereby instructs said attorneys and proxies to vote on the particular item,proposal on the
reverse side of this proxy will be
voted FOR item 1.

NOTE:card.

Please sign exactly as your name(s) appear on this card. Joint owners should each
sign individually. Corporate proxies should be signed in full corporate name by
an authorized officer. Fiduciaries should give full titles.

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

---------------------------------------------_____________________________________
Signature of joint owner, if any
, 1999
---------------------------------------------
Date

IT IS IMPORTANT THAT PROXIES BE RETURNEDShareholder(s)

_____________________________________
Signature of Shareholder(s)

Date:_________________________, 2000

PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE RBB FUND, INC.
n/i numeric investors
MICRO CAP FUND

The Board of Directors ofREVERSE SIDE
---------------------------------------------------------------------
Please vote by filling in the RBB Fund unanimously recommends that shareholders
of the Micro Cap Fund vote to approve the amendment to its advisory agreement.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.appropriate box below. Example: [X]

FOR AGAINST ABSTAIN

1. The approvalTo approve the liquidation and termination [_] [_] [_]
of the n/i numeric investors Larger Cap
Value Fund as set forth in a Plan of
Liquidation and Termination adopted by the
Board of Directors of the Fund, including an
amendment to the investment [_] [_] [_]
advisory agreement betweenFund's Articles of
Incorporation to cancel the Company and
Numeric Investors L.P. with respect tooutstanding
shares of the Micro Cap Fund pursuant to which Numeric
Investors L.P. would be compensatedPortfolio.

2. In their discretion on a
performance fee basis.

The transaction of suchany other business
aswhich may properly come before the meeting
or any adjournment thereof. WE NEED YOUR PROXY VOTE IMMEDIATELY
YOUR PROMPT ATTENTION TOThe management
knows of no other such business.

THE ENCLOSEDSHARES REPRESENTED BY THIS PROXY WILL HELP TO AVOIDBE VOTED AS SPECIFIED IN THE EXPENSEFOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED, SHARES WILL BE VOTED FOR APPROVAL OF FURTHER SOLICITATIONITEM
1.

IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURNMAIL IN YOUR PROXY TODAY

Please detach at perforation before mailing.

PROXY CARD THE RBB FUND, INC. PROXY CARD
n/i numeric investors
GROWTH FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A Special Meeting of Shareholders (the "Meeting") of n/i numeric investors Micro
Cap Fund ("Micro Cap Fund"), n/i numeric investors Growth Fund ("Growth Fund"),
n/i numeric investors Growth & Value Fund ("Growth & Value Fund"), n/i numeric
investors Larger Cap Value Fund ("Larger Cap Value Fund"), and n/i numeric
investors Small Cap Value Fund ("Small Cap Value Fund") (each a "Fund," and
collectively, the "Numeric Funds"), each a series of The RBB Fund, Inc. (the
"RBB Fund" or the "Company"), will be held at the offices of the RBB Fund,
Bellevue Park Corporate Center, 400 Bellevue Parkway, 3rd Floor, Wilmington,
Delaware 19809 on November 22, 1999, at 10:00 a.m.

This proxy when properly executed will be voted in the manner you directed. If
no direction is given, with respect to the particular item, this proxy will be
voted FOR item 1.

NOTE: Please sign exactly as your name(s)
appear on this card. Joint owners should each
sign individually. Corporate proxies should
be signed in full corporate name by an
authorized officer. Fiduciaries should give
full titles.

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

---------------------------------------------
Signature of joint owner, if any
, 1999
---------------------------------------------
Date

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

THE RBB FUND, INC.
n/i numeric investors
GROWTH FUND

The Board of Directors of the RBB Fund unanimously recommends that shareholders
of the Growth Fund vote to approve the amendment to its advisory agreement.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [X]

FOR AGAINST ABSTAIN
1. The approval of an amendment to the investment [_] [_] [_]
advisory agreement between the Company and
Numeric Investors L.P. with respect to the
Growth Fund pursuant to which Numeric
Investors L.P. would be compensated on a
performance fee basis.

The transaction of such other business as may properly come before the meeting
or any adjournment thereof.

WE NEED YOUR PROXY VOTE IMMEDIATELY
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE
OF FURTHER SOLICITATION

PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

PROXY CARD THE RBB FUND, INC. PROXY CARD
n/i numeric investors
GROWTH & VALUE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

This proxy when properly executed will be voted in the manner you directed. If
no direction is given, with respect to the particular item, this proxy will be
voted FOR item 1.

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

---------------------------------------------
Signature of joint owner, if any
, 1999
---------------------------------------------
Date

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

THE RBB FUND, INC.
n/i numeric investors
GROWTH & VALUE FUND

The Board of Directors of the RBB Fund unanimously recommends that shareholders
of the Growth & Value Fund vote to approve the amendment to its advisory
agreement.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [X]

FOR AGAINST ABSTAIN
1. The approval of an amendment to the [_] [_] [_]
investment advisory agreement between
the Company and Numeric Investors L.P.
with respect to the Growth & Value Fund
pursuant to which Numeric Investors L.P.
would be compensated on a performance
fee basis.

The transaction of such other business as may
properly come before the meeting or any
adjournment thereof.

WE NEED YOUR PROXY VOTE IMMEDIATELY
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE
OF FURTHER SOLICITATION

PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

PROXY CARD THE RBB FUND, INC. PROXY CARD
n/i numeric investors
LARGER CAP VALUE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

This proxy when properly executed will be voted in the manner you directed. If
no direction is given, with respect to the particular item, this proxy will be
voted FOR item 1.

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

---------------------------------------------
Signature of joint owner, if any
, 1999
---------------------------------------------
Date

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

THE RBB FUND, INC.
n/i numeric investors
LARGER CAP VALUE FUND

The Board of Directors of the RBB Fund unanimously recommends that shareholders
of the Larger Cap Value Fund vote to approve the amendment to its advisory
agreement.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [X]

FOR AGAINST ABSTAIN
1. The approval of an amendment to the [_] [_] [_]
investment advisory agreement between
the Company and Numeric Investors L.P.
with respect to the Larger Cap Value Fund
pursuant to which Numeric Investors L.P.
would be compensated on a performance
fee basis.

The transaction of such other business as may
properly come before the meeting or any
adjournment thereof.

WE NEED YOUR PROXY VOTE IMMEDIATELY
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE
OF FURTHER SOLICITATION

PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

PROXY CARD THE RBB FUND, INC. PROXY CARD
n/i numeric investors
SMALL CAP VALUE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

This proxy when properly executed will be voted in the manner you directed. If
no direction is given, with respect to the particular item, this proxy will be
voted FOR item 1.

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

---------------------------------------------
Signature of joint owner, if any
, 1999
---------------------------------------------
Date

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

THE RBB FUND, INC.
n/i numeric investors
SMALL CAP VALUE FUND

The Board of Directors of the RBB Fund unanimously recommends that shareholders
of the Small Cap Value Fund vote to approve the amendment to its advisory
agreement.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [X]

FOR AGAINST ABSTAIN
1. The approval of an amendment to the [_] [_] [_]
investment advisory agreement between
the Company and Numeric Investors L.P.
with respect to the Small Cap Value
Fund pursuant to which Numeric
Investors L.P. would be compensated on
a performance fee basis.

The transaction of such other business as
may properly come before the meeting or
any adjournment thereof.

WE NEED YOUR PROXY VOTE IMMEDIATELY
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE
OF FURTHER SOLICITATION

PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILINGPROXY...TODAY
---------