<PAGE>
N/I FAMILY OF MUTUAL FUNDS
OF
THE RBB FUND, INC.
Supplement dated July 8, 1997 to Prospectus
dated December 16, 1996
The sale of additional shares of the N/I Growth and N/I Micro Cap Funds
will be restricted after the close of business on August 29, 1997. In addition,
in the event that the net assets of the N/I Growth and Value Fund increase to an
amount that exceeds $200,000,000, the sale of additional shares of that Fund
would also be restricted. A Fund with restrictions on sales of its shares is
referred to below as a "Closed Fund." Additional shares of a Closed Fund will be
sold only to (i) persons who on that date were beneficial and record owners of
shares of the Closed Fund or were beneficial owners of shares of The Closed Fund
through accounts maintained by brokers by arrangement with The RBB Fund, Inc.,
(ii) existing and future clients of financial advisors and planners whose
clients owned shares of the Closed Fund on that date, and (iii) employees of
Numeric Investors L.P. and their spouses and children. Other persons who are
shareholders of other N/I Funds will not be permitted to acquire shares of the
Closed Fund by exchange. Distributions to all shareholders of the Closed Fund
will continue to be reinvested unless a shareholder elects otherwise. The
adviser reserves the right to further restrict sales of shares of a Closed Fund.
