RBB FUND INC, DEFR14A, 1999-10-15

RBB FUND INC
DEFR14A, 1999-10-15

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[ ] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

THE RBB FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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<PAGE>

(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE>

n/i numeric investors family of funds

of
THE RBB FUND, INC.

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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

October 13, 1999

A Special Meeting of Shareholders (the "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"), 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. for the following purposes:

(1) The approval or disapproval of an amendment to the investment
advisory agreement between 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; and

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

The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholder 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 right to vote at the Meeting. If you
cannot be present at the Meeting, we urge you to fill in, sign and promptly
return the enclosed proxy in order that the 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.

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 MEETING. INSTRUCTIONS FOR THE PROPER
EXECUTION OF PROXY CARDS ARE SET FORTH AT 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 MEETING.

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.

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.
<PAGE>

THE RBB FUND, INC.
Bellevue Park Corporate Center
400 Bellevue Parkway, 3rd Floor
Wilmington, Delaware 19809

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

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") 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, Wilmington, Delaware 19809 on November 22, 1999, at 10:00 a.m.
Eastern Time. As used in this Proxy Statement, the meeting and any adjournment
thereof is referred to as the "Meeting;" the n/i numeric investors family of
funds are referred to individually as a "Fund" 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
materials 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:

<TABLE>
<CAPTION>
Proposal Shareholders solicited
-------- ----------------------
<S> <C>
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.
</TABLE>

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 it will
be voted at the 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 present 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 RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSAL
DESCRIBED IN THIS PROXY STATEMENT.

1
<PAGE>

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

2
<PAGE>

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

<TABLE>
<CAPTION>
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
--------------------- --------- --------------- --------------
<S> <C> <C> <C>
+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%
</TABLE>

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:
<TABLE>
<CAPTION>
Fiscal Year
or Period Ended Percentage
August 31, 1999 Fulcrum fee variation between
Management fees* arrangement** fee arrangements
---------------- ------------- -----------------
<S> <C> <C> <C>
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%
</TABLE>
- --------

* 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

3
<PAGE>

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)

<TABLE>
<CAPTION>
Total annual
fund Fee waivers
Management Rule 12b-1 Other operating and/or expense Net
fees+ Fees expenses++ expenses reimbursements expenses
---------- ---------- ---------- ------------ -------------- --------
<S> <C> <C> <C> <C> <C> <C>
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%**
</TABLE>
- --------

* 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.

4
<PAGE>

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:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
(current/pro (current/pro (current/pro (current/pro
forma) forma) forma) forma)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
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
</TABLE>

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.
In 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.

5
<PAGE>

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.

6
<PAGE>

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 may revoke it at any time before it is exercised by submitting
to the Company a written notice of revocation or a subsequently executed proxy
or by attending the Meeting and voting in person.

Record Date. Only shareholders of record at the close of business on
September 30, 1999 will be entitled to vote at the Meeting. On that date, the
outstanding Shares were as follows:

<TABLE>
<CAPTION>
Number of
Fund Shares Outstanding
---- ------------------
<S> <C>
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
</TABLE>

Quorum. A quorum is constituted with respect to the Company or a Fund by the
presence in person or by proxy of the holders of at least one-third of the
outstanding Shares of the Company or a Fund entitled to vote at the Meeting.
For purposes of determining the presence of a quorum for transacting business
at the Meeting, abstentions will be treated as Shares that are present at the
Meeting but which have not been voted. 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 Shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
the same as abstentions.

In the event that a quorum is not present at the Meeting or at any
adjournment thereof, or in the event that a quorum is present at the Meeting
but sufficient votes to approve the proposal are not received by the Company
or by one or more of the Funds, one or more adjournment(s) may be proposed to
permit further solicitations of proxies. Any adjourned session or sessions may
be held after the date set for the original Meeting without notice except
announcement at the Meeting. Any such adjournment(s) will require the
affirmative vote of a majority of those Shares affected by the adjournment(s)
that are represented at the Meeting in person or by proxy. If a quorum is
present, the persons named as proxies will vote those proxies which they are
entitled to vote FOR the proposal in favor of such adjournment(s), 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 more of
the Funds on some or all matters before any such adjournment(s) if 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% of the Company's outstanding Shares as of the
record date were:

<TABLE>
<CAPTION>
Percentage of
Amount of Fund Fund Shares
Name and Address Shares Owned Owned
------------------------------------------- -------------- -------------
<S> <C> <C> <C>
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
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
Percentage of
Amount of Fund Fund Shares
Name and Address Shares Owned Owned
------------------------------------------- -------------- -------------
<S> <C> <C> <C>
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%
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
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
Percentage of
Amount of Fund Fund Shares
Name and Address Shares Owned Owned
------------------------------------------- -------------- -------------
<S> <C> <C> <C>
National Investor Services Corp. 203,862.874 7.3%
for the Exclusive Benefit of our Customers
S. 55 Water St., 32nd Flr.
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 06511
</TABLE>

ADDITIONAL INFORMATION

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 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, PA
19428 serves as the exclusive underwriter for shares of the Funds. The
Company'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.

9
<PAGE>

OTHER MATTERS

The Company 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 Company at its principal office within a reasonable time
before such meeting.

No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote 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.

10
<PAGE>

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:

<TABLE>
<CAPTION>
Registration Valid signatures
------------ ----------------
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp.................................... ABC Corp.
(2) ABC Corp.................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer...................... John Doe
(4) ABC Corp. Profit Sharing Plan............... John Doe, Treasurer

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

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

11
<PAGE>

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
MICRO CAP FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE RBB FUND,
INC. (THE "COMPANY") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS (THE
"MEETING") TO BE HELD ON NOVEMBER 22, 1999, AT 10:00 A.M. EASTERN TIME, OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF, AT THE COMPANY'S OFFICES LOCATED AT
BELLEVUE PARK CORPORATE CENTER, 400 BELLEVUE PARKWAY, 3RD FLOOR, WILMINGTON,
DELAWARE 19809.

The undersigned hereby appoints Timothy K. Biedrzycki, John J. Cleary and
Jonathan M. Kopcsik, and each of them, with full power of substitution, as
proxies of the undersigned to vote at the above-stated Meeting, and all
adjournments of postponements thereof, all shares of common stock of the Micro
Cap Fund held of record by the undersigned on the record date for the Meeting,
upon the specified matter, and upon any other matter which may properly come
before the Meeting, at their discretion.

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
<PAGE>

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
<PAGE>

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
MICRO CAP FUND

The Board of Directors of the Company unanimously recommends that shareholders
of the Micro Cap Fund vote to approve the amendment to its investment 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
Micro Cap 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 or postponement 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
<PAGE>

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 FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Timothy K. Biedrzycki, John J. Cleary and
Jonathan M. Kopcsik, and each of them, with full power of substitution, as
proxies of the undersigned to vote at the above-stated Meeting, and all
adjournments or postponements thereof, all shares of common stock of the Growth
Fund held of record by the undersigned on the record date for the Meeting, upon
the specified matter, and upon any other matter which may properly come before
the Meeting, at their discretion.

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
<PAGE>

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
<PAGE>

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 Company unanimously recommends that shareholders
of the Growth Fund vote to approve the amendment to its investment 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 or postponement 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
<PAGE>

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

The undersigned hereby appoints Timothy K. Biedrzycki, John J. Cleary and
Jonathan M. Kopcsik, and each of them, with full power of substitution, as
proxies of the undersigned to vote at the above-stated Meeting, and all
adjournments or postponements thereof, all shares of common stock of the Growth
& Value Fund held of record by the undersigned on the record date for the
Meeting, upon the specified matter, and upon any other matter which may properly
come before the Meeting, at their discretion.

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
<PAGE>

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
<PAGE>

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 Company unanimously recommends that shareholders
of the Growth & Value Fund vote to approve the amendment to its investment
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 or postponement 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
<PAGE>
Page 12
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 IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE RBB FUND,INC.
(THE "COMPANY") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS (THE "MEETING") TO
BE HELD ON NOVEMBER 22, 1999, AT 10:00 A.M. EASTERN TIME, OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF, AT THE COMPANY'S OFFICE LOCATED AT BELLEVUE PARK
CORPORATE CENTER, 400 BELLEVUE PARKWAY, 3RD FLOOR, WILMINGTON, DELAWARE 19809.

The undersigned hereby appoints Timothy K. Biedrzycki, John J. Cleary and
Jonathan M. Kopcsik, and each of them, with full power of substitution, as
proxies of the undersigned to vote at the above-stated Meeting, and all
adjournments or postponements thereof, all shares of common stock of the Larger
Cap Value Fund held of record by the undersigned on the record date for the
Meeting, upon the specified matter, and upon any other matter which may properly
come before the Meeting, at their discretion.

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
<PAGE>

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
<PAGE>

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 Company unanimously recommends that shareholders
of the Larger Cap Value Fund vote to approve the amendment to its investment
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 or postponement 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
<PAGE>

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 IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE RBB FUND,
INC.(THE "COMPANY") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS (THE "MEETING")
TO BE HELD ON NOVEMBER 22, 1999 AT 10:00 A.M. EASTERN TIME, OR ANY ADJOURNMENTS
OR POSTPONEMENTS THEREOF, AT THE COMPANY'S OFFICES LOCATED AT BELLEVUE PARK
CORPORATE CENTER, 400 BELLEUVE PARKWAY, 3RD FLOOR, WILMINGTON, DELAWARE 19809.

The undersigned hereby appoints Timothy K. Biedrzycki, John J. Cleary and
Jonathan M. Kopcsik, and each of them, with full power of substitution, as
proxies of the undersigned to vote at the above-stated Meeting, and all
adjournments or postponements thereof, all shares of common stock of the Small
Cap Value Fund held of record by the undersigned on the record date for the
Meeting, upon the specified matter, and upon any other matter which may properly
come before the Meeting, at their discretion.

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
<PAGE>

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
<PAGE>

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 Company unanimously recommends that shareholders
of the Small Cap Value Fund vote to approve the amendment to its investment
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 or postponement 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

<PAGE>

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

n/i Small Cap Value Fund

AGREEMENT made as of November 30, 1998 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Numeric Investors L.P.
(herein called the "Investment Adviser").

WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and
currently offers or proposes to offer shares representing interests in twenty-
five separate investment portfolios; and

WHEREAS, the Fund desires to retain the Investment Adviser to render certain
investment advisory services to the Fund with respect to the Fund's n/i Small
Cap Value Fund (the "Portfolio"), and the Investment Adviser is willing to so
render such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, it is agreed between the
parties hereto as follows:

1. Appointment. The Fund hereby appoints the Investment Adviser to act as
investment adviser for the Portfolio for the period and on the terms set forth
in this Agreement. The Investment Adviser accepts such appointment and agrees
to render the services herein set forth, for the compensation herein provided.

2. Delivery of Documents. The Fund has furnished the Investment Adviser with
copies properly certified or authenticated of each of the following:

(a) Resolutions of the Board of Directors of the Fund authorizing the
appointment of the Investment Adviser and the execution and delivery of this
Agreement;

(b) Each prospectus and statement of additional information relating to any
class of Shares representing interests in the Portfolio of the Fund in effect
under the 1933 Act (such prospectus and statement of additional information,
as presently in effect and as they shall from time to time be amended and
supplemented, are herein collectively called the "Prospectus" and "Statement
of Additional Information," respectively).

The Fund will promptly furnish the Investment Adviser from time to time with
copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.

In addition to the foregoing, the Fund will also provide the Investment
Adviser with copies of the Fund's Charter and By-laws, and any registration
statement or service contracts related to the Portfolio, and will promptly
furnish the Investment Adviser with any amendments of or supplements to such
documents.

3. Management of the Portfolio. Subject to the supervision of the Board of
Directors of the Fund, the Investment Adviser will provide for the overall
management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders
for all purchases and sales made for the Portfolio. The Investment Adviser
will provide the services rendered by it hereunder in accordance with the
Portfolio's investment objectives, restrictions and policies as stated in the
applicable Prospectus and the Statement of Additional Information, provided
that the Investment Adviser has actual or constructive notice or knowledge of
any changes by the Board of Directors to such investment objectives,
restrictions or policies. The Investment Adviser further agrees that it will
render to the Fund's Board of Directors such periodic and special reports
regarding the performance of its duties under this Agreement as the Board may
reasonably request. The Investment Adviser agrees to provide to the Fund (or
its agents and service providers) prompt and accurate data with respect to the
Portfolio's transactions and, where not otherwise available, the daily
valuation of securities in the Portfolio.

A-1
<PAGE>

4. Brokerage. Subject to the Investment Adviser's obligation to obtain best
price and execution, the Investment Adviser shall have full discretion to
select brokers or dealers to effect the purchase and sale of securities. When
the Investment Adviser places orders for the purchase or sale of securities
for the Portfolio, in selecting brokers or dealers to execute such orders, the
Investment Adviser is expressly authorized to consider the fact that a broker
or dealer has furnished statistical, research or other information or services
for the benefit of the Portfolio directly or indirectly. Without limiting the
generality of the foregoing, the Investment Adviser is authorized to cause the
Portfolio to pay brokerage commissions which may be in excess of the lowest
rates available to brokers who execute transactions for the Portfolio or who
otherwise provide brokerage and research services utilized by the Investment
Adviser, provided that the Investment Adviser determines in good faith that
the amount of each such commission paid to a broker is reasonable in relation
to the value of the brokerage and research services provided by such broker
viewed in terms of either the particular transaction to which the commission
relates or the Investment Adviser's overall responsibilities with respect to
accounts as to which the Investment Adviser exercises investment discretion.
The Investment Adviser may aggregate securities orders so long as the
Investment Adviser adheres to a policy of allocating investment opportunities
to the Portfolio over a period of time on a fair and equitable basis relative
to other clients. In no instance will the Portfolio's securities be purchased
from or sold to the Fund's principal underwriter, the Investment Adviser, or
any affiliated person thereof, except to the extent permitted by SEC exemptive
order or by applicable law.

The Investment Adviser shall report to the Board of Directors of the Fund at
least quarterly with respect to brokerage transactions that were entered into
by the Investment Adviser, pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Adviser to the Fund
and the Investment Adviser's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.

5. Conformity with Law; Confidentiality. The Investment Adviser further
agrees that it will comply with all applicable rules and regulations of all
federal regulatory agencies having jurisdiction over the Investment Adviser in
the performance of its duties hereunder. The Investment Adviser will treat
confidentially and as proprietary information of the Fund all records and
other information relating to the Fund and prior, present or potential
shareholders (except clients of the Investment Adviser and its affiliates),
and will not use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Fund, which approval shall not
be unreasonably withheld and may not be withheld where the Investment Adviser
may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.

6. Services Not Exclusive. The Investment Adviser and its officers may act
and continue to act as investment managers for others, and nothing in this
Agreement shall in any way be deemed to restrict the right of the Investment
Adviser to perform investment management or other services for any other
person or entity, and the performance of such services for others shall not be
deemed to violate or give rise to any duty or obligation to the Portfolio or
the Fund.

Nothing in this Agreement shall limit or restrict the Investment Adviser or
any of its partners, officers, affiliates or employees from buying, selling or
trading in any securities for its or their own account. The Fund acknowledges
that the Investment Adviser and its partners, officers, affiliates, employees
and other clients may, at any time, have, acquire, increase, decrease, or
dispose of positions in investments which are at the same time being acquired
or disposed of for the Portfolio. The Investment Adviser shall have no
obligation to acquire for the Portfolio a position in any investment which the
Investment Adviser, its partners, officers, affiliates or employees may
acquire for its or their own accounts or for the account of another client, so
long as it continues to be the policy and practice of the Investment Adviser
not to favor or disfavor consistently or consciously any client or class of
clients in the allocation of investment opportunities so that, to the extent
practical, such opportunities will be allocated among clients over a period of
time on a fair and equitable basis.

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The Investment Adviser agrees that this Paragraph 6 does not constitute a
waiver by the Fund of the obligations imposed upon the Investment Adviser to
comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules
thereunder, nor constitute a waiver by the Fund of the obligations imposed
upon the Investment Adviser under Section 206 of the Investment Advisers Act
of 1940 and the rules thereunder. Further, the Investment Adviser agrees that
this Paragraph 6 does not constitute a waiver by the Fund of the fiduciary
obligation of the Investment Adviser arising under federal or state law,
including Section 36 of the 1940 Act. The Investment Adviser agrees that this
Paragraph 6 shall be interpreted consistent with the provisions of Section
17(i) of the 1940 Act.

7. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Adviser hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Investment Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.

8. Expenses. During the term of this Agreement, the Investment Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement. The Portfolio shall bear all of its own expenses not specifically
assumed by the Investment Adviser. General expenses of the Fund not readily
identifiable as belonging to a portfolio of the Fund shall be allocated among
all investment portfolios by or under the direction of the Fund's Board of
Directors in such manner as the Board determines to be fair and equitable.
Expenses borne by the Portfolio shall include, but are not limited to, the
following (or the portfolio's share of the following): (a) the cost (including
brokerage commissions) of securities purchased or sold by the Portfolio and
any losses incurred in connection therewith; (b) fees payable to and expenses
incurred on behalf of the Portfolio by the Investment Adviser; (c) filing fees
and expenses relating to the registration and qualification of the Fund and
the Portfolio's shares under Federal and/or state securities laws and
maintaining such registrations and qualifications; (d) fees and salaries
payable to the Fund's directors and officers; (e) taxes (including any income
or franchise taxes) and governmental fees; (f) costs of any liability and
other insurance or fidelity bonds; (g) any costs, expenses or losses arising
out a liability of or claim for damages or other relief asserted against the
Fund or the Portfolio for violation of any law; (h) legal, accounting and
auditing expenses, including legal fees of special counsel for the independent
directors; (i) charges of custodians and other agents; (j) expenses of setting
in type and printing prospectuses, statements of additional information and
supplements thereto for existing shareholders, reports, statements, and
confirmations to shareholders and proxy material that are not attributable to
a class; (k) costs of mailing prospectuses, statements of additional
information and supplements thereto to existing shareholders, as well as
reports to shareholders and proxy material that are not attributable to a
class; (1) any extraordinary expenses; (m) fees, voluntary assessments and
other expenses incurred in connection with membership in investment company
organizations; (n) costs of mailing and tabulating proxies and costs of
shareholders' and directors' meetings; (o) costs of independent pricing
services to value a portfolio's securities; and (p) the costs of investment
company literature and other publications provided by the Fund to its
directors and officers. Distribution expenses, transfer agency expenses,
expenses of preparation, printing and mailing, prospectuses, statements of
additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of the Fund are allocated to such class.

If the expenses borne by the Portfolio in any fiscal year exceed the most
restrictive applicable expense limitations imposed by the securities
regulations of any state in which the Shares of the Portfolio are registered
or qualified for sale to the public, the Investment Adviser shall reimburse
the Portfolio for any excess up to the amount of the fees payable by the
Portfolio to it during such fiscal year pursuant to Paragraph 9 hereof in the
same proportion that its fees bear to the total fees paid by the Fund for
investment advisory services in respect of the Portfolio; provided, however,
that notwithstanding the foregoing, the Investment Adviser shall reimburse the
Portfolio for such excess expenses regardless of the amount of such fees
payable to it during such fiscal year to the extent that the securities
regulations of any state in which the Shares are registered or qualified for
sale so require.

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<PAGE>

9. Voting. The Investment Adviser shall have the authority to vote as agent
for the Fund, either in person or by proxy, tender and take all actions
incident to the ownership of all securities in which Portfolio's assets may be
invested from time to time, subject to such policies and procedures as the
Board of Directors of the Fund may adopt from time to time.

10. Reservation of Name. The Investment Adviser shall at all times have all
rights in and to the Portfolio's name and all investment models used by or on
behalf of the Portfolio. The Investment Adviser may use the Portfolio's name
or any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.

No public reference to, or description of, the Investment Adviser or its
methodology or work shall be made by the Fund, whether in the Prospectus,
Statement of Additional Information or otherwise, without the prior written
consent of the Investment Adviser, which consent shall not be unreasonably
withheld. In each case, the Fund shall provide the Investment Adviser a
reasonable opportunity to review any such reference or description before
being asked for such consent.

11. Discontinuation of Public Offering. Subject to the prior approval of the
Fund's Board of Directors, the Investment Adviser may instruct the Fund's
distributor to cease sales of shares of the Portfolio to new investors due to
concerns that an increase in the size of the Portfolio may adversely effect
the implementation of the Portfolio's investment strategy. Subject to prior
Board approval, the Investment Adviser may subsequently instruct the Fund's
distributor to recommence the sale of shares of the Portfolio.

12. Compensation.

(a) For the services provided and the expenses assumed pursuant to this
Agreement with respect to the Portfolio, the Fund will pay the Investment
Adviser from the assets of the Portfolio and the Investment Adviser will
accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of .75% of the Portfolio's average daily net
assets.

(b) The fee attributable to the Portfolio shall be satisfied only against
assets of the Portfolio and not against the assets of any other investment
portfolio of the Fund.

13. Limitation of Liability of the Investment Adviser. The Investment
Adviser shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, 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 on the part of the
Investment Adviser in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement ("disabling
conduct"). The Portfolio will indemnify the Investment Adviser against and
hold it harmless from any and 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 the
Investment Adviser. Indemnification shall be made only following: (i) a final
decision on the merits by a court or other body before whom the proceeding was
brought that the Investment Adviser was not liable by reason of disabling
conduct or (ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the Investment Adviser was not liable
by reason of disabling conduct by (a) the vote of a majority of a quorum of
directors of the Portfolio who are neither "interested persons" of the
Portfolio nor parties to the proceeding ("disinterested non-party directors")
or (b) an independent legal counsel in a written opinion. The Investment
Adviser shall be entitled to advances from the Portfolio for payment of the
reasonable expenses incurred by it in connection with the matter as to which
it is seeking indemnification in the manner and to the fullest extent
permissible under the Maryland General Corporation Law. The Investment Adviser
shall provide to the Portfolio a written affirmation of its good faith belief
that the standard of conduct necessary for indemnification by the Portfolio
has been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met:
(a) the Investment Adviser shall provide a security in form and amount

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<PAGE>

acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured
against losses arising by reason of the advance; or (c) a majority of a quorum
of disinterested non-party directors, or independent legal counsel, in a
written opinion, shall have determined, based upon a review of facts readily
available to the Portfolio at the time the advance is proposed to be made,
that there is reason to believe that the Investment Adviser will ultimately be
found to be entitled to indemnification. Any amounts payable by the Portfolio
under this Section shall be satisfied only against the assets of the Portfolio
and not against the assets of any other investment portfolio of the Fund.

14. Duration and Termination. This Agreement shall become effective with
respect to the Portfolio upon approval of this Agreement by vote of a majority
of the outstanding voting securities of the Portfolio and unless sooner
terminated as provided herein, shall continue with respect to the Portfolio
until August 16, 1999. Thereafter, if not terminated, this Agreement shall
continue with respect to the Portfolio for successive annual periods ending on
August 16, provided such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of
Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by the Board of Directors of the Fund or
by vote of a majority of the outstanding voting securities of the Portfolio;
provided, however, that this Agreement may be terminated with respect to the
Portfolio by the Fund at any time, without the payment of any penalty, by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, on 60 days' prior written notice to the
Investment Adviser, or by the Investment Adviser at any time, without payment
of any penalty, on 60 days' prior written notice to the Fund. This Agreement
will immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act).

15. Amendment of this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a
majority of the outstanding voting securities of the Portfolio.

16. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.

17. Change in Membership. The Investment Adviser shall notify the Fund of
any change in its membership within a reasonable time after such change.

18. Counterparts. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

19. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the state of Delaware without giving
effect to the conflicts of laws principles thereof.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

The RBB Fund, Inc.

/s/ Edward J. Roach
By___________________________________

Numeric Investors

/s/ Langdon B. Wheeler
By___________________________________
Langdon B. Wheeler
President, WBE & Associates, LLC
General Partner of Numeric
Investors L.P.

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<PAGE>

THE RBB FUND, INC.

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

WHEREAS, The RBB Fund, Inc. (the "Fund") and Numeric Investors L.P. (the
"Investment Adviser") desire to amend the Investment Advisory Agreement ("the
Agreement") for the n/i numeric investors Small Cap Value Fund (the
"Portfolio") dated November 30, 1998 by and among them under which the
Investment Adviser renders investment advisory services to the Fund with
respect to the Portfolio; and

WHEREAS, the Investment Adviser continues to be willing to render such
services to the Fund with respect to the Portfolio;

The parties hereto, intending to be legally bound hereby, agree that the
Agreement is amended by substituting the following for Section 12 of the
Agreement as follows:

12. Compensation.

(a) For the services provided and the expenses assumed pursuant to the
Agreement with respect to the Portfolio, until January 1, 2001, the Fund will
pay the Investment Adviser from the assets of the Portfolio and the Investment
Adviser will accept as full compensation therefor a fee, computed daily and
payable monthly, at the annual rate of 0.75% of the Portfolio's average daily
net assets.

(b) On and after January 1, 2001, the Portfolio will pay the Investment
Adviser from the assets of the Portfolio and the Investment Adviser will
accept as full compensation therefor fees calculated as follows:

(i) There shall be a fee, computed daily and payable monthly, at the
annual rate of 0.85% of the Portfolio's average daily net assets (the "Base
Fee"), provided, however, that if subparagraph (ii) below is applicable,
the fee shall be calculated pursuant to subparagraph (iii) below.

(ii) After each calendar month, it shall be determined whether the
investment performance of the Portfolio (calculated in accordance with
subparagraph (v) below) has exceeded or lagged the Target (as hereinafter
defined) within the parameters of one of subparagraphs (A) through (K)
during the immediately preceding twelve months:

(A) the investment performance of the Portfolio was equal to or
lagged the Target;

(B) the investment performance of the Portfolio exceeded the Target
by more than 0 but not more than 100 basis points;

(D) the investment performance of the Portfolio exceeded the Target
by more than 200 but not more than 300 basis points;

(E) the investment performance of the Portfolio exceeded the Target
by more than 300 but not more than 400 basis points;

(F) the investment performance of the Portfolio exceeded the Target
by more than 400 but not more than 500 basis points;

(G) the investment performance of the Portfolio exceeded the Target
by more than 500 but not more than 600 basis points;

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<PAGE>

(H) the investment performance of the Portfolio exceeded the Target
by more than 600 but not more than 700 basis points;

(I) the investment performance of the Portfolio exceeded the Target
by more than 700 but not more than 800 basis points;

(J) the investment performance of the Portfolio exceeded the Target
by more than 800 but not more than 900 basis points; or

(K) the investment performance of the Portfolio exceeded the Target
by 900 basis points or more;

(iii) If subparagraph (ii) applies, the rate of the Base Fee for such
calendar month should be adjusted as follows:

(A) If subparagraph (ii)(A) applies, the annual rate of the Base Fee
shall be 0.35%;

(B) If subparagraph (ii)(B) applies, the annual rate of the Base Fee
shall be 0.45%;

(D) If subparagraph (ii)(D) applies, the annual rate of the Base Fee
shall be 0.65%;

(E) If subparagraph (ii)(E) applies, the annual rate of the Base Fee
shall be 0.75%;

(F) If subparagraph (ii)(F) applies, the annual rate of the Base Fee
shall be 0.85%;

(G) If subparagraph (ii)(G) applies, the annual rate of the Base Fee
shall be 0.95%;

(H) If subparagraph (ii)(H) applies, the annual rate of the Base Fee
shall be 1.05%;

(I) If subparagraph (ii)(I) applies, the annual rate of the Base Fee
shall be 1.15%;

(J) If subparagraph (ii)(J) applies, the annual rate of the Base Fee
shall be 1.25%; or

(K) If subparagraph (ii)(K) applies, the annual rate of the Base Fee
shall be 1.35%.

(iv) The "Target" means the investment record of the Russell 2000 Value
Index.

(v) The investment record of the Russell 2000 Value Index shall be
calculated in accordance with Rule 205-1(b) under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), as such Rule shall be amended
from time to time or any successor regulation. The investment performance
of the Fund shall be calculated in accordance with Rule 205-1(a) under the
Advisers Act as such Rule shall be amended from time to time or any
successor regulation.

(c) The fee attributable to the Fund shall be satisfied only against assets
of the Portfolio and not against the assets of any other investment portfolio
of the Company.

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<PAGE>

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto
have caused this instrument to be executed by their officers designated below
as of , 1999.

The RBB Fund, Inc.

By:__________________________________

Its:

Numeric Investors L.P.

By:__________________________________

Its:

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