<PAGE>
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
--
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 ss.240.14a-11(c) or ss.240.14a-12
The RBB Fund, Inc.- SEC File Nos. 33-20827, 811-05518
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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:
5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
n/i numeric investors Larger Cap Value Fund
of
THE RBB FUND, INC.
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
----------------
April 12, 2000
Notice is hereby given that a special meeting of shareholders (the "Special
Meeting") of n/i numeric investors Larger Cap Value Fund (the "Portfolio"), a
series of The RBB Fund, Inc. (the "Fund"), will be held at the offices of the
Fund, Bellevue Park Corporate Center, 400 Bellevue Parkway, 3rd Floor,
Wilmington, Delaware 19809 on May 15, 2000 at 10:00 a.m. The purpose of the
Special Meeting is:
(1) to 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 Fund's Articles of
Incorporation to cancel the outstanding shares of the Portfolio; and
(2) to transact such other business as may properly come before the
Special 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 in person. Shareholders of record at the close of business on April 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 FUND RECOMMENDS THAT SHAREHOLDERS VOTE TO
APPROVE THE 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 FUND AT ANY TIME BEFORE THE PROXY IS EXERCISED OR
BY VOTING IN PERSON AT THE SPECIAL MEETING.
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 PORTFOLIO'S ANNUAL AND SEMI-ANNUAL REPORTS (IF AVAILABLE) TO
SHAREHOLDERS MAY BE OBTAINED FROM THE FUND BY CALLING THE FUND AT
(800) 686-3742.
By Order of the Board of Directors,
Edward J. Roach
President
April 12, 2000
<PAGE>
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
----------------
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 "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 to be held at
the Bellevue Park Corporate Center, 400 Bellevue Parkway, 3rd Floor,
Wilmington, Delaware 19809 on May 15, 2000 at 10:00 a.m. Eastern Time, or at
any adjournment thereof (the "Special Meeting").
All proxies in the enclosed form that are properly executed and returned to
the Portfolio will be voted as provided therein at the Special Meeting or at
any adjournment thereof. A shareholder executing and returning a proxy has the
power to revoke it at any time before it is exercised by giving written notice
of such revocation to the Secretary of the Fund. Signing and mailing the proxy
will not affect your right to give a later proxy or to attend the Special
Meeting and vote your shares in person.
The Board of Directors intends to bring before the Special Meeting the
matters set forth in the foregoing notice. The persons named in the enclosed
proxy and acting thereunder will vote with respect to that item in accordance
with the directions 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 majority 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 a one-third of all the votes
entitled to be cast at the meeting will constitute a quorum. For purposes of
determining the presence of a quorum, abstentions, broker non-votes or
withheld votes will be counted as 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 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.
Proxy solicitations will be made primarily by mail, but solicitations may
also be made by personal interview conducted by officers or employees of the
Fund, 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
fee 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.
1
<PAGE>
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 been able to collect or retain its full
advisory fee during the life of the Portfolio, that for the semi-annual period
ended February 29, 2000, Numeric was unable to collect or retain any
significant advisory fee, that there would be no prospect that this would
change in the near future, and that in the absence of compensation over long
periods, the ability of Numeric to service the needs of the Fund would be
impaired. For the most recent fiscal year, absent the waiver of fees or
assumption of expenses by Numeric, the Portfolio's expenses would have been
approximately 1.80% of average daily net assets compared to 1.00% after the
fee 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 present 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
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 become effective on the date of its
adoption and approval by a majority of the 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.
2
<PAGE>
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 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 free 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.
3
<PAGE>
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 or any adjournment thereof. On that date, the Portfolio had
outstanding 135,919.810 shares of common stock. The shareholders are entitled
to one vote per share on all business to come before the meeting.
The officers and directors of the Fund as a group beneficially own in the
aggregate no shares of the outstanding common stock of the Portfolio. As of
the record date, the following shareholders owned of record or beneficially
more than five percent of the outstanding common stock of the Portfolio:
<TABLE>
<CAPTION>
Percentage of
Name and Address Amount of Portfolio Portfolio Shares
of Beneficial Owner Shares Owned Owned
------------------- ------------------- ----------------
<S> <C> <C>
Charles Schwab & Co., Inc. ............... 45,282.43 33.3%
Special Custody Account for the Exclusive
Benefit of Customers
Attn Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
National Investor Services Corp. ......... 9,930.023 7.3%
for the Exclusive Benefit of our
Customers
S. 55 Water St., 32nd Floor
New York, NY 10041-3299
</TABLE>
GENERAL 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 $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 3200 Horizon Drive, King of Prussia, PA 19406, serves as
the exclusive underwriter for shares of the Fund. The Fund'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.
Reports 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.
4
<PAGE>
OTHER MATTERS
The Fund 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 Fund at its principal office within a reasonable time before such meeting.
As 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 those described
above. Should other business properly be brought before the Meeting, it is
intended that the accompanying Proxy(ies) will be voted thereon in accordance
with the judgment of the persons named as proxies.
5
<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 Profit Sharing Plan..................... John Doe, Treasurer
TRUST ACCOUNTS
(1) ABC Trust................................... Jane B. Doe, Treasurer
(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>
6
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY
Please detach at perforation before mailing.
THIS PROXY IS SOLICITED ON BEHALF OF THE
PROXY BOARD OF DIRECTORS OF THE RBB FUND, INC. PROXY
n/i numeric investors 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 Larger Cap Value Fund (the
"Portfolio") of The RBB Fund, Inc. (the "Fund"), to be held at the Bellevue Park
Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809 on May 15,
2000 at 10:00 a.m. and at any and all adjournments thereof, and the undersigned
hereby instructs said attorneys and proxies to vote on the proposal on the
reverse side of this proxy card.
Please sign exactly as your name(s) appear on this card. Joint owners should
sign individually. Corporate proxies should be signed in full corporate name by
an authorized officer. Fiduciaries should give full titles.
_____________________________________
Signature of Shareholder(s)
_____________________________________
Signature of Shareholder(s)
Date:_________________________, 2000
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>
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 REVERSE SIDE
---------------------------------------------------------------------
Please vote by filling in the appropriate box below. Example: [X]
FOR AGAINST ABSTAIN
1. To 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 Fund's Articles of
Incorporation to cancel the outstanding
shares of the Portfolio.
2. In their discretion on any other business
which may properly come before the meeting
or any adjournment thereof. The management
knows of no other such business.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE FOREGOING
ITEM 1, BUT IF NO CHOICE IS SPECIFIED, SHARES WILL BE VOTED FOR APPROVAL OF ITEM
1.
IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
---------
<PAGE>
Exhibit A
THE RBB FUND, INC.
n/i numeric investors
Larger Cap Value Fund
Plan of Liquidation and Termination
This Plan of Liquidation and Termination ("Plan") concerns the n/i numeric
investors Larger Cap Value Fund (the "Portfolio"), a series of The RBB Fund,
Inc. (the "Fund"), which is a corporation organized and existing under the
laws of the State of Maryland. The Portfolio began operations on December 9,
1997. The Fund is registered as an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Act").
The Plan is intended to accomplish the complete liquidation and termination of
the Portfolio in conformity with all provisions of Maryland law and the Fund's
Articles of Incorporation.
WHEREAS, the Fund's Board of Directors, on behalf of the Portfolio, has
determined that it is in the best interests of the Portfolio and its
shareholders to liquidate and terminate the Portfolio; and
WHEREAS, at a meeting of the Board of Directors on February 18, 2000, the
Board of Directors considered and adopted this Plan as the method of
liquidating and terminating the Portfolio and directed that this Plan be
submitted to shareholders of the Portfolio for approval;
NOW THEREFORE, the liquidation and termination of the Portfolio shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall be and become effective upon the
adoption and approval of the Plan, at a meeting of shareholders called for the
purpose of voting upon the Plan, by the affirmative vote of the holders of a
majority of the outstanding shares of the Portfolio. The day of such adoption
and approval by shareholders is hereinafter called the "Effective Date."
2. Termination. As promptly as practicable, consistent with the provisions
of the Plan, the Portfolio shall be liquidated and terminated in accordance
with the laws of the State of Maryland and the Fund's Articles of
Incorporation ("Termination").
3. Cessation of Business. After the Effective Date of the Plan, the
Portfolio shall cease its business as an investment company and shall not
engage in any business activities except for the purposes of winding up its
business and affairs, marshaling and preserving the value of its assets and
distributing its assets to shareholders in accordance with the provisions of
the Plan after the payment to (or reservation of assets for payment to) all
creditors of the Portfolio.
4. Restriction of Transfer and Redemption of Shares. The proportionate
interests of shareholders in the assets of the Portfolio shall be fixed on the
basis of their respective shareholdings at the close of business on the
Effective Date of the Plan. On the Effective Date, the books of the Portfolio
shall be closed. Thereafter, unless the books are reopened because the Plan
cannot be carried into effect under the laws of the State of Maryland or
otherwise, the shareholders' respective interests in the Portfolio's assets
shall not be transferable or redeemable.
5. Liquidation of Assets. As soon as is reasonable and practicable after the
Effective Date, all portfolio securities of the Portfolio shall be converted
to cash or cash equivalents.
6. Payment of Debts. As soon as is practicable after the Effective Date, the
Portfolio shall determine and pay, or set aside in cash equivalent, the amount
of all known or reasonably ascertainable liabilities of the Portfolio incurred
or expected to be incurred prior to the date of the liquidating distribution
provided for in Section 7, below.
A-1
<PAGE>
7. Liquidating Distribution. As soon as possible after the Effective Date of
the Plan, and in any event within ten business days thereafter, the Portfolio
shall mail the following to each shareholder of record on the Effective Date:
(1) to each shareholder, a liquidating distribution equal to the shareholder's
proportionate interest in the net assets of the Portfolio; and (2) information
concerning the sources of the liquidating distribution. After the liquidating
distribution, the Fund's Articles of Incorporation shall be amended to cancel
the outstanding shares of the Portfolio.
8. Management and Expenses of the Portfolio Subsequent to the Liquidating
Distribution. Numeric Investors, L.P.(R) shall bear all expenses incurred by
the Fund in carrying out this Plan.
9. Power of Board of Directors. The Board, and subject to the directors, the
officers, shall have authority to do or authorize any or all acts and things
as provided for in the Plan and any and all such further acts and things as
they may consider necessary or desirable to carry out the purposes of the
Plan, including the execution and filing of all certificates, documents,
information returns, tax returns and other papers which may be necessary or
appropriate to implement the Plan. The death, resignation or disability of any
director or any officer of the Fund shall not impair the authority of the
surviving or remaining directors or officers to exercise any of the powers
provided for in the Plan.
10. Amendment of Plan. The Board shall have the authority to authorize such
variations from or amendments of the provisions of the Plan as may be
necessary or appropriate to effect the marshaling of Portfolio assets and the
complete liquidation and termination of the existence of the Portfolio, and
the distribution of its net assets to shareholders in accordance with the laws
of the State of Maryland and the purposes to be accomplished by the Plan.
The RBB Fund, Inc.
On behalf n/i numeric investors Larger Cap Value Fund
For the Board of Directors
/s/ Edward J. Roach
By_____________________________________
Edward J. Roach, President
Numeric Investors L.P.(R)
/s/ Langdon B. Wheeler
By_____________________________________
Langdon B. Wheeler, President
Date: April 4, 2000
A-2
