<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:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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>
[PRELIMINARY]
n/i numeric investors Larger Cap Value Fund
of
THE RBB FUND, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
-----------------------------------------
April __, 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 28, 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 __, 2000
<PAGE>
[PRELIMINARY]
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
"nonvotes" (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.
Numeric Investors L.P.(R), the Portfolio's investment adviser, ("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. It is expected that this Proxy Statement and form of proxy will be
mailed to shareholders on or about April 10, 2000.
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
Background.
The Portfolio began operations on December 9, 1997, as a series of the
Fund. As of March 15, 2000 the Portfolio had total net assets of approximately
$2.7 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,
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<PAGE>
that for the semi-annual period ended February 28, 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 28, 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
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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
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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
assets will not be transferable or redeemable.
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.
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<PAGE>
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.
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<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
__________ 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>
Name and Address Amount of Portfolio Percentage of
of Beneficial Owner Shares Owned Portfolio Shares
Owned
- ----------------------------------------- --------------------------------------- ---------------------
<S> <C> <C>
</TABLE>
-4-
<PAGE>
GENERAL INFORMATION
Investment Advisor, 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 28, 2000 (if available) to any shareholder upon
request. The Annual and Semi-Annual Reports (if available) should be read in
conjunction with this Proxy Statement. You can obtain copies of the Annual and
Semi-Annual Reports (if available) from the Fund, without charge, by writing to
the Fund at the address on the cover of this Proxy Statement or by calling
(800)686-3742.
OTHER MATTERS
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.
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<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:
Registration Valid signatures
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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
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<PAGE>
[PRELIMINARY]
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE RBB FUND, INC.
n/i numeric investors Larger Cap Value Fund
Proxy for Special Meeting of Shareholders May 15, 2000
KNOW ALL MEN BY THESE PRESENTS, 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 of The RBB
Fund, Inc. (the "Company"), 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:
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 Company, including an amendment to the
Company's Articles of Incorporation to cancel the outstanding shares of the
Fund.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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.
_____________________________________
Signature of Shareholder(s)
_____________________________________
Signature of Shareholder(s)
Date:_________________________, 2000
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.
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
<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.
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
A-1
<PAGE>
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
By:
--------------------------
Edward J. Roach, President
Numeric Investors L.P.(R)
By:
-----------------------------
Langdon B. Wheeler, President
Date: _________________, 2000
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