THE RBB FUND, INC.

ARTICLES SUPPLEMENTARY TO THE
CHARTER

THE RBB FUND, INC., a Maryland corporation having its principal office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Board of Directors of the Corporation, an open-end investment company registered under the Investment Company Act of 1940, as amended, and having authorized capital of Thirty Billion (30,000,000,000) shares of common stock, par value $.001 per share, has adopted resolutions at a meeting of the Board of Directors of the Corporation on March 9, 2001, which reclassifies Four Billion Nine Hundred Ninety-Seven Million (4,997,000,000) authorized and unissued shares of the Corporation, increasing the number of shares of common stock that are classified (but not increasing the aggregate number of authorized shares) into separate classes by:

(1) reclassifying the Delta 1 Shares and adding an additional two billion four hundred ninety-nine million (2,499,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, to the Delta 1 Shares, for a total of 2,500,000,000 Shares with an aggregate par value of two million five hundred thousand dollars ($2,500,000), all redesignated as Bear Stearns Money Common Stock;

(2) reclassifying the Delta 2 Shares and adding an additional one billion four hundred ninety-nine million (1,499,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, to the Delta 2 Shares, for a total of 1,500,000,000 Shares with an aggregate par value of one million five hundred thousand dollars ($1,500,000), all redesignated as Bear Stearns Municipal Money Common Stock;

(3) reclassifying the Delta 3 Shares and adding an additional nine hundred ninety-nine million (999,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, to the Delta 3 Shares, for a total of 1,000,000,000 Shares with an aggregate par value of one million dollars ($1,000,000), all redesignated as Bear Stearns Government Money Common Stock;

SECOND: A description of the shares so classified with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as set or changed by the Board of Directors of the Corporation is as follows:

A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions or redemption of each class of common stock of the Corporation is set forth in Article VI, Section (6) of the Corporation's Charter, and has not been changed by the Board of Directors of the Corporation.

The shares of Bear Stearns Money Common Stock, Bear Stearns Municipal Money Common Stock and Bear Stearns Government Money Common Stock will be issued without stock certificates.

The shares of Bear Stearns Money Common Stock and previously classified Classes E, G, I, L, Principal, Select, Epsilon 1, Zeta 1, Eta 1 and Theta 1 Common Stock shall be invested in a common investment portfolio.

The shares of Bear Stearns Municipal Money Common Stock and previously classified Classes F, H, J, M, R, Beta 2, Gamma 2, Epsilon 2, Zeta 2, Eta 2 and Theta 2 shall be invested in a common investment portfolio.

The shares of Bear Stearns Government Money Common Stock and previously classified Classes K, N, S, Beta 3, Gamma 3, Epsilon 3, Zeta 3, Eta 3 and Theta 3 shall be invested in a common investment portfolio.

THIRD: The shares aforesaid have been duly reclassified by the Board of Directors of the Corporation pursuant to authority and power contained in the charter of the Corporation.

FOURTH: Immediately before the reclassification and the increase of the aforesaid shares of common stock:

(a) the Corporation had authority to issue thirty billion (30,000,000,000) shares of its common stock and the aggregate par value of all the shares of all classes was thirty million dollars ($30,000,000);

(b) the number of shares of each authorized class of common stock was as follows:

Class A     -     one hundred million (100,000,000), par value $.001 per share;

Class B     -     one hundred million (100,000,000), par value $.001 per share;

Class C     -     one hundred million (100,000,000), par value $.001 per share;

Class D     -     one hundred million (100,000,000), par value $.001 per share;

Class E     -     five hundred million (500,000,000), par value $.001 per share;

Class F     -     five hundred million (500,000,000), par value $.001 per share;

Class G     -     five hundred million (500,000,000), par value $.001 per share;

Class H     -     five hundred million (500,000,000), par value $.001 per share;

Class I     -     one billion five hundred million (1,500,000,000), par value
                  $.001 per share;

Class J     -     five hundred million (500,000,000), par value $.001 per share;

Class K     -     five hundred million (500,000,000), par value $.001 per share;

Class L     -     one billion five hundred million (1,500,000,000), par value
                  $.001 per share;

Class M     -     five hundred million (500,000,000), par value $.001 per share;

Class N     -     five hundred million (500,000,000), par value $.001 per share;

Class O     -     five hundred million (500,000,000), par value $.001 per share;

Class P     -     one hundred million (100,000,000), par value $.001 per share;

Class Q     -     one hundred million (100,000,000), par value $.001 per share;

Class R     -     five hundred million (500,000,000), par value $.001 per share;

Class S     -     five hundred million (500,000,000), par value $.001 per share;

Class T     -     five hundred million (500,000,000), par value $.001 per share;

Class U     -     five hundred million (500,000,000), par value $.001 per share;

Class V     -     five hundred million (500,000,000), par value $.001 per share;

Class W     -     one hundred million (100,000,000), par value $.001 per share;

Class X     -     fifty million (50,000,000), par value $.001 per share;

Class Y     -     fifty million (50,000,000), par value $.001 per share;

Class Z     -     fifty million (50,000,000), par value $.001 per share;

Class AA    -     fifty million (50,000,000), par value $.001 per share;

Class BB    -     fifty million (50,000,000), par value $.001 per share;

Class CC    -     fifty million (50,000,000), par value $.001 per share;

Class DD    -     one hundred million (100,000,000), par value $.001 per share;

Class EE    -     one hundred million (100,000,000), par value $.001 per share;

Class FF    -     fifty million (50,000,000), par value $.001 per share;

Class GG    -     fifty million (50,000,000), par value $.001 per share;

Class HH    -     fifty million (50,000,000), par value $.001 per share;

Class II    -     one hundred million (100,000,000), par value $.001 per share;

Class JJ    -     one hundred million (100,000,000), par value $.001 per share;

Class KK    -     one hundred million (100,000,000), par value $.001 per share;

Class LL    -     one hundred million (100,000,000), par value $.001 per share;

Class MM    -     one hundred million (100,000,000), par value $.001 per share;

Class NN    -     one hundred million (100,000,000), par value $.001 per share;

Class OO    -     one hundred million (100,000,000), par value $.001 per share;

Class PP    -     one hundred million (100,000,000), par value $.001 per share;

Class QQ    -     one hundred million (100,000,000), par value $.001 per share;

Class RR    -     one hundred million (100,000,000), par value $.001 per share;

Class SS    -     one hundred million (100,000,000), par value $.001 per share;

Class TT    -     one hundred million (100,000,000), par value $.001 per share;

Class UU    -     one hundred million (100,000,000), par value $.001 per share;

Class VV    -     one hundred million (100,000,000), par value $.001 per share;

Class WW               -   one hundred million (100,000,000), par value $.001
                           per share;

Class YY               -   one hundred million (100,000,000), par value $.001;

Class ZZ               -   one hundred million (100,000,000), par value $.001;

Class AAA              -   one hundred million (100,000,000), par value $.001;

Class BBB              -   one hundred million (100,000,000), par value $.001;

Class CCC              -   one hundred million (100,000,000), par value $.001;

Class DDD              -   one hundred million (100,000,000), par value $.001;

Class EEE              -   one hundred million (100,000,000), par value $.001;

Class FFF              -   one hundred million (100,000,000), par value $.001;

Class GGG              -   one hundred million (100,000,000), par value $.001;

Class HHH              -   one hundred million (100,000,000), par value $.001;

Class III              -   one hundred million (100,000,000), par value $.001;

Class JJJ              -   one hundred million (100,000,000), par value $.001;

Class KKK              -   one hundred million (100,000,000), par value $.001;

Class LLL              -   one hundred million (100,000,000), par value $.001;

Class MMM              -   one hundred million (100,000,000), par value $.001;

Class NNN              -   one hundred million (100,000,000), par value $.001;

Class OOO              -   one hundred million (100,000,000), par value $.001;

Class Select           -   seven hundred million (700,000,000), par value $.001
                           per share;

Class Beta 2           -   one million (1,000,000), par value $.001 per share;

Class Beta 3           -   one million (1,000,000), par value $.001 per share;

Class Beta 4           -   one million (1,000,000), par value $.001 per share;

Class Principal Money  -   seven hundred million (700,000,000), par value $.001
                           per share;

Class Gamma 2          -   one million (1,000,000), par value $.001 per share;

Class Gamma 3          -   one million (1,000,000), par value $.001 per share;

Class Gamma 4     -   one million (1,000,000), par value $.001 per share;

Class Delta 1     -   one million (1,000,000), par value $.001 per share;

Class Delta 2     -   one million (1,000,000), par value $.001 per share;

Class Delta 3     -   one million (1,000,000), par value $.001 per share;

Class Delta 4     -   one million (1,000,000), par value $.001 per share;

Class Epsilon 1   -   one million (1,000,000), par value $.001 per share;

Class Epsilon 2   -   one million (1,000,000), par value $.001 per share;

Class Epsilon 3   -   one million (1,000,000), par value $.001 per share;

Class Epsilon 4   -   one million (1,000,000), par value $.001 per share;

Class Zeta 1      -   one million (1,000,000), par value $.001 per share;

Class Zeta 2      -   one million (1,000,000), par value $.001 per share;

Class Zeta 3      -   one million (1,000,000), par value $.001 per share;

Class Zeta 4      -   one million (1,000,000), par value $.001 per share;

Class Eta 1       -   one million (1,000,000), par value $.001 per share;

Class Eta 2       -   one million (1,000,000), par value $.001 per share;

Class Eta 3       -   one million (1,000,000), par value $.001 per share;

Class Eta 4       -   one million (1,000,000), par value $.001 per share;

Class Theta 1     -   one million (1,000,000), par value $.001 per share;

Class Theta 2     -   one million (1,000,000), par value $.001 per share;

Class Theta 3     -   one million (1,000,000), par value $.001 per share;

Class Theta 4     -   one million (1,000,000), par value $.001 per share;

for a total of fifteen billion nine hundred seventy-six million (15,976,000,000) shares classified into separate classes of common stock.

After the reclassification and increase of the aforesaid shares of common stock:

(c) the Corporation has the authority to issue thirty billion (30,000,000,000) shares of its common stock and the aggregate par value of all the shares of all classes is now thirty million dollars ($30,000,000); and

(d) the number of authorized shares of each class is now as follows:

Class A   -   one hundred million (100,000,000), par value $.001 per share;

Class B   -   one hundred million (100,000,000), par value $.001 per share;

Class C   -   one hundred million (100,000,000), par value $.001 per share;

Class D   -   one hundred million (100,000,000), par value $.001 per share;

Class E   -   five hundred million (500,000,000), par value $.001 per share;

Class F   -   five hundred million (500,000,000), par value $.001 per share;

Class G   -   five hundred million (500,000,000), par value $.001 per share;

Class H   -   five hundred million (500,000,000), par value $.001 per share;

Class I   -   one billion five hundred million (1,500,000,000), par value $.001
              per share;

Class J   -   five hundred million (500,000,000), par value $.001 per share;

Class K   -   five hundred million (500,000,000), par value $.001 per share;

Class L   -   one billion five hundred million (1,500,000,000), par value $.001
              per share;

Class M   -   five hundred million (500,000,000), par value $.001 per share;

Class N   -   five hundred million (500,000,000), par value $.001 per share;

Class O   -   five hundred million (500,000,000), par value $.001 per share;

Class P   -   one hundred million (100,000,000), par value $.001 per share;

Class Q   -   one hundred million (100,000,000), par value $.001 per share;

Class R   -   five hundred million (500,000,000), par value $.001 per share;

Class S   -   five hundred million (500,000,000), par value $.001 per share;

Class T    -    five hundred million (500,000,000), par value $.001 per share;

Class U    -    five hundred million (500,000,000), par value $.001 per share;

Class V    -    five hundred million (500,000,000), par value $.001 per share;

Class W    -    one hundred million (100,000,000), par value $.001 per share;

Class X    -    fifty million (50,000,000), par value $.001 per share;

Class Y    -    fifty million (50,000,000), par value $.001 per share;

Class Z    -    fifty million (50,000,000), par value $.001 per share;

Class AA   -    fifty million (50,000,000), par value $.001 per share;

Class BB   -    fifty million (50,000,000), par value $.001 per share;

Class CC   -    fifty million (50,000,000), par value $.001 per share;

Class DD   -    one hundred million (100,000,000), par value $.001 per share;

Class EE   -    one hundred million (100,000,000), par value $.001 per share;

Class FF   -    fifty million (50,000,000), par value $.001 per share;

Class GG   -    fifty million (50,000,000), par value $.001 per share;

Class HH   -    fifty million (50,000,000), par value $.001 per share;

Class II   -    one hundred million (100,000,000), par value $.001 per share;

Class JJ   -    one hundred million (100,000,000), par value $.001 per share;

Class KK   -    one hundred million (100,000,000), par value $.001 per share;

Class LL   -    one hundred million (100,000,000), par value $.001 per share;

Class MM   -    one hundred million (100,000,000), par value $.001 per share;

Class NN   -    one hundred million (100,000,000), par value $.001 per share;

Class OO   -    one hundred million (100,000,000), par value $.001 per share;

Class PP   -    one hundred million (100,000,000), par value $.001 per share;

Class QQ   -    one hundred million (100,000,000), par value $.001 per share;

Class RR   -    one hundred million (100,000,000), par value $.001 per share;

Class SS       -   one hundred million (100,000,000), par value $.001 per share;

Class TT       -   one hundred million (100,000,000), par value $.001 per share;

Class UU       -   one hundred million (100,000,000), par value $.001 per share;

Class VV       -   one hundred million (100,000,000), par value $.001 per share;

Class WW       -   one hundred million (100,000,000), par value $.001 per share;

Class YY       -   one hundred million (100,000,000), par value $.001;

Class ZZ       -   one hundred million (100,000,000), par value $.001;

Class AAA      -   one hundred million (100,000,000), par value $.001;

Class BBB      -   one hundred million (100,000,000), par value $.001;

Class CCC      -   one hundred million (100,000,000), par value $.001;

Class DDD      -   one hundred million (100,000,000), par value $.001;

Class EEE      -   one hundred million (100,000,000), par value $.001;

Class FFF      -   one hundred million (100,000,000), par value $.001;

Class GGG      -   one hundred million (100,000,000), par value $.001;

Class HHH      -   one hundred million (100,000,000), par value $.001;

Class III      -   one hundred million (100,000,000), par value $.001;

Class JJJ      -   one hundred million (100,000,000), par value $.001;

Class KKK      -   one hundred million (100,000,000), par value $.001;

Class LLL      -   one hundred million (100,000,000), par value $.001;

Class MMM      -   one hundred million (100,000,000), par value $.001;

Class NNN      -   one hundred million (100,000,000), par value $.001;

Class OOO      -   one hundred million (100,000,000), par value $.001;

Class Select   -   seven hundred million (700,000,000), par value $.001 per
                   share;

Class Beta 2   -   one million (1,000,000), par value $.001 per share;

Class Beta 3            -   one million (1,000,000), par value $.001 per share;

Class Beta 4            -   one million (1,000,000), par value $.001 per share;

Class Principal Money   -   seven hundred million (700,000,000), par value
                            $.001 per share;

Class Gamma 2           -   one million (1,000,000), par value $.001 per share;

Class Gamma 3           -   one million (1,000,000), par value $.001 per share;

Class Gamma 4           -   one million (1,000,000), par value $.001 per share;

Class Bear Stearns
Money                   -   two billion five hundred million (2,500,000,000),
                            par value $.001 per share;

Class Bear Stearns
Municipal Money         -   one billion five hundred million (1,500,000,000),
                            par value $.001 per share;

Class Bear Stearns
Government Money        -   one billion (1,000,000,000), par value $.001 per
                            share;

Class Delta 4           -   one million (1,000,000), par value $.001 per share;

Class Epsilon 1         -   one million (1,000,000), par value $.001 per share;

Class Epsilon 2         -   one million (1,000,000), par value $.001 per share;

Class Epsilon 3         -   one million (1,000,000), par value $.001 per share;

Class Epsilon 4         -   one million (1,000,000), par value $.001 per share;

Class Zeta 1            -   one million (1,000,000), par value $.001 per share;

Class Zeta 2            -   one million (1,000,000), par value $.001 per share;

Class Zeta 3            -   one million (1,000,000), par value $.001 per share;

Class Zeta 4            -   one million (1,000,000), par value $.001 per share;

Class Eta 1             -   one million (1,000,000), par value $.001 per share;

Class Eta 2             -   one million (1,000,000), par value $.001 per share;

Class Eta 3             -   one million (1,000,000), par value $.001 per share;

Class Eta 4             -   one million (1,000,000), par value $.001 per share;

Class Theta 1   -   one million (1,000,000), par value $.001 per share;

Class Theta 2   -   one million (1,000,000), par value $.001 per share;

Class Theta 3   -   one million (1,000,000), par value $.001 per share;

Class Theta 4   -   one million (1,000,000), par value $.001 per share;

for a total of twenty billion nine hundred seventy-three million (20,973,000,000) shares classified into separate classes of common stock.

IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on the 13th day of March, 2001.

THE RBB FUND, INC.

WITNESS:

/s/Michael P. Malloy                           /s/ Edward J. Roach
--------------------                           -------------------
Michael P. Malloy                              Edward J. Roach
Secretary                                      President

CERTIFICATE

THE UNDERSIGNED, President of The RBB Fund, Inc., who executed on behalf of said corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges that the foregoing Articles Supplementary are the act of the said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

/s/ Edward J. Roach
--------------------
Edward J. Roach
President

THE RBB FUND, INC.
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
n/i NUMERIC INVESTORS GROWTH FUND

WHEREAS, The RBB Fund, Inc. (the "Fund") and Numeric Investors L.P. (the "Investment Advisor") desire to amend the Investment Advisory Agreement
("the Agreement") for the n/i numeric investors Growth Fund (the "Portfolio")
dated April 24, 1996 by and among them under which the Investment Adviser renders investment advisory service; and

WHEREAS, the Investment Adviser is willing to render such service to the Fund with respect to the Portfolio;

The parties hereto, intending to be legally bound hereby, agree that the Agreement is amended as follows:

12. COMPENSATION.

(a) For the services provided and the expenses assumed pursuant to the Agreement with respect to the Fund, until December 31, 2000, the Fund will pay the Investment Adviser from the assets of the Fund 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 Fund's average daily net assets.

(b) Effective 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 (E) during the immediately preceding twelve months:

(A) the investment performance of the Portfolio lagged the Target;

(B) the investment performance of the Portfolio exceeded the Target by at least 0 but less than 100 basis points;

(C) the investment performance of the Portfolio exceeded the Target by at least 100 but less than 200 basis points;

(D) the investment performance of the Portfolio exceeded the Target by at least 200 but less than 300 basis points;

(E) the investment performance of the Portfolio exceeded the Target by at least 300 but less than 400 basis points;

(F) the investment performance of the Portfolio exceeded the Target by at least 400 but less than 500 basis points;

(G) the investment performance of the Portfolio exceeded the Target by at least 500 but less than 600 basis points;

(H) the investment performance of the Portfolio exceeded the Target by at least 600 but less than 700 basis points;

(I) the investment performance of the Portfolio exceeded the Target by at least 700 but less than 800 basis points;

(J) the investment performance of the Portfolio exceeded the Target by at least 800 but less 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%;

(C) If subparagraph (ii)(C) applies, the annual rate of the Base Fee shall be 0.55%;

(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 2500 Growth Index.

(v) The investment record of the Russell 2500 Growth 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.

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 December 31, 1999.

THE RBB FUND, INC.

By:      /S/EDWARD J. ROACH
         -------------------

Its:     PRESIDENT AND TREASURER

NUMERIC INVESTORS L.P.

By:      /S/DANIEL J. LEHAN, III
         -----------------------

Its:     GENERAL PARTNER OF NUMERIC
         INVESTORS LP

THE RBB FUND, INC.
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
n/i NUMERIC INVESTORS MID CAP FUND

WHEREAS, The RBB Fund, Inc. (the "Fund") and Numeric Investors L.P. (the "Investment Advisor") desire to amend the Investment Advisory Agreement
("the Agreement") for the n/i numeric investors Mid Cap Fund (the "Portfolio")
dated April 24, 1996 by and among them under which the Investment Adviser renders investment advisory service; and

WHEREAS, the Investment Adviser is willing to render such service to the Fund with respect to the Portfolio;

The parties hereto, intending to be legally bound hereby, agree that the Agreement is amended as follows:

12. COMPENSATION.

(a) For the services provided and the expenses assumed pursuant to the Agreement with respect to the Fund, until December 31, 2000, the Fund will pay the Investment Adviser from the assets of the Fund 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 Fund's average daily net assets.

(b) Effective 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 (E) during the immediately preceding twelve months:

(A) the investment performance of the Portfolio lagged the Target;

(B) the investment performance of the Portfolio exceeded the Target by at least 0 but less than 100 basis points;

(C) the investment performance of the Portfolio exceeded the Target by at least 100 but less than 200 basis points;

(D) the investment performance of the Portfolio exceeded the Target by at least 200 but less than 300 basis points;

(E) the investment performance of the Portfolio exceeded the Target by at least 300 but less than 400 basis points;

(F) the investment performance of the Portfolio exceeded the Target by at least 400 but less than 500 basis points;

(G) the investment performance of the Portfolio exceeded the Target by at least 500 but less than 600 basis points;

(H) the investment performance of the Portfolio exceeded the Target by at least 600 but less than 700 basis points;

(I) the investment performance of the Portfolio exceeded the Target by at least 700 but less than 800 basis points;

(J) the investment performance of the Portfolio exceeded the Target by at least 800 but less 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%;

(C) If subparagraph (ii)(C) applies, the annual rate of the Base Fee shall be 0.55%;

(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 Standard & Poor's MidCap 400 Index.

(v) The investment record of the Standard & Poor's MidCap 400 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.

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 December 31, 1999.

THE RBB FUND, INC.

By:      /s/Edward J. Roach
         ------------------

Its:     PRESIDENT AND TREASURER

NUMERIC INVESTORS L.P.

By:      /s/Daniel J. Lehan, III
         -----------------------

Its:     GENERAL PARTNER OF NUMERIC INVESTORS LP

THE RBB FUND, INC.
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
n/i NUMERIC INVESTORS SMALL CAP VALUE FUND

WHEREAS, The RBB Fund, Inc. (the "Fund") and Numeric Investors L.P. (the "Investment Advisor") 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 service; and

WHEREAS, the Investment Adviser is willing to render such service to the Fund with respect to the Portfolio;

The parties hereto, intending to be legally bound hereby, agree that the Agreement is amended as follows:

12. COMPENSATION.

(a) For the services provided and the expenses assumed pursuant to the Agreement with respect to the Fund, until December 31, 2000, the Fund will pay the Investment Adviser from the assets of the Fund 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 Fund's average daily net assets.

(b) Effective 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 (E) during the immediately preceding twelve months:

(A) the investment performance of the Portfolio lagged the Target;

(B) the investment performance of the Portfolio exceeded the Target by at least 0 but less than 100 basis points;

(C) the investment performance of the Portfolio exceeded the Target by at least 100 but less than 200 basis points;

(D) the investment performance of the Portfolio exceeded the Target by at least 200 but less than 300 basis points;

(E) the investment performance of the Portfolio exceeded the Target by at least 300 but less than 400 basis points;

(F) the investment performance of the Portfolio exceeded the Target by at least 400 but less than 500 basis points;

(G) the investment performance of the Portfolio exceeded the Target by at least 500 but less than 600 basis points;

(H) the investment performance of the Portfolio exceeded the Target by at least 600 but less than 700 basis points;

(I) the investment performance of the Portfolio exceeded the Target by at least 700 but less than 800 basis points;

(J) the investment performance of the Portfolio exceeded the Target by at least 800 but less 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%;

(C) If subparagraph (ii)(C) applies, the annual rate of the Base Fee shall be 0.55%;

(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.

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 December 31, 1999.

THE RBB FUND, INC.

By:      /S/EDWARD J. ROACH
         -------------------

Its:     PRESIDENT AND TREASURER

NUMERIC INVESTORS L.P.

By:      /S/DANIEL J. LEHAN, III
         -----------------------

Its:     GENERAL PARTNER OF NUMERIC INVESTORS LP

DISTRIBUTION AGREEMENT

AGREEMENT, made as of January 2, 2001 by and between THE RBB FUND, INC., a Maryland corporation (the "Fund"), and PFPC DISTRIBUTORS, INC., a Massachusetts corporation (the "Distributor").

BACKGROUND

The Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund's shares of Common Stock, par value $.001 per share, have been classified into 97 classes, and represent interests in 16 investment portfolios of the Fund.

The Fund desires to appoint the Distributor as the distributor of the Fund's shares of Common Stock, and the Distributor wishes to become the distributor of shares of the Fund's Common Stock.

NOW, THEREFORE, in consideration of the premises above and of other good and valuable consideration by each of the parties hereto to the other party paid and of the agreements, covenants and obligations herein contained, the parties hereto, intending to be legally bound, agree as follows:

1. APPOINTMENT. The Fund appoints the Distributor as the distributor

of each existing class of Common Stock, as designated on Exhibit A attached herewith, as well as any future class of Common Stock, as to which the Fund and the Distributor have entered into a Distribution Agreement Supplement (individually, a "Class," and collectively, the "Classes") for the period and on the terms set forth in this Agreement. The Distributor accepts such appointment and agrees to render the services herein set forth for the compensation herein provided. Each investment portfolio in which the shares of one or more Classes ("Class Shares") represent interests is herein called a "Portfolio." The Distributor shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Fund's Board of Directors from time to time, have no authority to act for or represent the Fund in any way or otherwise be deemed its agent. The services furnished by the Distributor hereunder are not deemed exclusive, and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.

2. DUTIES OF THE FUND. The Fund shall use its best efforts in maintaining registration of itself and its securities under the 1940 Act and the Securities Act of 1933, as amended (the "1933 Act") and shall bear all expenses in connection therewith.

The Fund shall cooperate in the qualification by the investment adviser of the

Fund of Class Shares under the laws of such states and other jurisdictions of the United States as it shall determine and shall execute and deliver such documents as may reasonably be required for such purpose, but the Fund shall not be required to qualify as a foreign business entity in any jurisdiction, nor effect any modification of its policies or practices without prior approval of the Fund's Directors. The Fund's officers, subject to the direction of the Board of Directors of the Fund and with the advice of the Distributor, shall determine whether it is desirable to qualify or continue to offer Class Shares in any jurisdiction. The Distributor shall have no obligation to assist in the qualification of Class Shares in any jurisdiction or in the maintenance of any qualification other than its obligation to serve as registered agent to the Fund and execute required filings.

The Fund shall provide to the Distributor copies of the Fund's Articles of Incorporation and all amendments thereto ("Charter") on file with the Department of Assessments and Taxation of the State of Maryland, the Fund's then current By-laws and all amendments thereto ("By-laws"), the Fund's current prospectus and statement of additional information (including supplements thereto) which relate to the Class Shares (the "Prospectus" and "SAI"), and the Fund's current Registration Statement on Form N-1A as filed under the 1940 Act, as such shall be amended from time to time (the "Registration Statement"). The Fund shall provide to the Distributor such additional copies of the current Prospectus and SAI and annual, semi-annual and other reports and communications to shareholders which relate to the Class Shares as the Distributor may reasonably require for sales purposes. The Fund shall also furnish the Distributor, with respect to a Class: (a) annual audit reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) semi-annual unaudited financial statements pertaining to the Fund, or one or more of the Portfolios, (c) quarterly earnings statements prepared by the Fund, (d) a monthly itemized list of the securities held by the Portfolios,
(e) monthly balance sheets as soon as practicable after the end of each month,
(f) a survey indicating the states and jurisdictions in which each Class is qualified for sale or exempt from the requirements of the securities laws of such state or jurisdiction and the amounts of shares that may be sold in such states and jurisdictions, as such may be amended from time to time ("Blue Sky Report"), and (g) from time to time such additional information regarding the Fund's or the Portfolios' financial condition as the Distributor may reasonably request.

3. DUTIES AS DISTRIBUTOR. The Distributor agrees to use appropriate efforts to solicit orders for the sale of Class Shares, and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Distributor agrees that all solicitations for subscriptions to Class Shares shall be made in accordance with the Charter, the Registration Statement and the By-Laws, to the extent such documents have been provided to the Distributor, and in accordance with the Prospectus and the SAI, and shall not at any time or in any manner violate any provisions of the laws of the United States or of any state or other jurisdiction in which solicitations are then being made, or of any rules and regulations made or adopted by duly authorized agencies thereunder, including without limitation those promulgated by the Securities and Exchange Commission (the "SEC"); provided that the Distributor shall not be deemed to have violated any state securities laws if it has acted in good faith and in accordance with the Blue Sky Report. In carrying out its obligations hereunder, the Distributor shall:

(a) provide to the Fund's Board of Directors, at least quarterly, a written report of the amounts expended in connection with all distribution services rendered pursuant to this Agreement, including an explanation of the purposes (such as commissions, advertising, printing, interest, carrying charges and any allocated overhead expenses) for which such expenditures were made;

(b) monitor the arrangements pertaining to the Fund's Shareholder Servicing Agreements ("Servicing Agreements") with shareholders of record, other than broker/dealers, that are banks that are affiliated with The PNC Financial Services Group, Inc. ("Service Organizations"), including among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with the Fund to ensure that such entities are banks affiliated with The PNC Financial Services Group, Inc. and that they are capable of performing their duties as set forth in the Servicing Agreements, assisting in the execution and delivery of Servicing Agreements, reporting to the Board of Directors with respect to the amounts paid or payable by the Fund from time to time under its Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with its monitoring duties; and

(c) take, on behalf of the Fund, all actions which appear to the Fund necessary to carry into effect the distribution of the Class Shares.

4. DISTRIBUTION OF CLASS SHARES. The price at which Class Shares may be sold shall be the net asset value per share, plus any applicable sales commission, computed in the manner set forth in the Fund's Prospectus and SAI in effect at the time of sale of such Class Shares.

It is mutually understood and agreed that the Distributor does not undertake to sell all or any specific portion of the Class Shares. The Fund shall not sell any Class Shares except through the Distributor, except that:

(a) the Fund may issue Class Shares at their net asset value to any shareholder of the Fund purchasing Class Shares with dividends or other distributions received from the Fund pursuant to an offer made to all shareholders;

(b) the Distributor may, and when requested by the Fund shall, suspend its efforts to effectuate sales of Class Shares at any time when in the opinion of the Distributor or of the Fund no sales should be made because of market or other economic considerations or abnormal circumstances of any kind; and

(c) the Fund may withdraw the offering of its Class Shares (i) at any time with the consent of the Distributor, or (ii) without such consent when so required by the

provisions of any statute or of any order, rule or regulation of any governmental body having jurisdiction.

Whenever in the judgment of the Fund's officers such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may, after notice to the Distributor, decline to accept any orders for, or make any sales of the Class Shares until such time as those officers deem it advisable to accept such orders and to make such sales. In the event of such suspension of sales and until the Distributor receives written notification from the Fund that the Distributor may resume accepting orders for and making sales of the Class Shares, the Distributor's duty to distribute Class Shares shall be suspended but the Fund shall continue to remain obligated to compensate the Distributor under the terms of paragraph 7 hereof.

5. EFFECTIVENESS OF REGISTRATION. None of the Class Shares shall be offered by either the Distributor or the Fund under any of the provisions of this Agreement and no orders for the purchase or sale of the Class Shares shall be accepted by the Fund if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 5(b)(2) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 5 shall in any way restrict or have an application to or bearing upon the Fund's obligation to repurchase its Class Shares from any shareholder in accordance with the provisions of the Prospectus, SAI or Charter.

The Fund agrees to advise the Distributor immediately in writing:

(a) of any request by the SEC for amendments to the Registration Statement, Prospectus or SAI then in effect or for additional information;

(b) in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, Prospectus or SAI then in effect or the initiation of any proceeding for that purpose;

(c) of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement, Prospectus or SAI then in effect or that requires the making of a change in such Registration Statement, Prospectus or SAI in order to make the statements therein not misleading; and

(d) of all actions of the SEC with respect to any amendment to any Registration Statement, Prospectus or SAI which may from time to time be filed with the SEC.

For the purposes of this paragraph 5, informal requests by, or acts of the staff of the SEC shall not be deemed actions of or requests by the SEC.

6. DEALER AGREEMENTS. The Distributor may enter into dealer agreements ("Dealer Agreements") with any securities dealer who is registered under the Securities Exchange Act of 1934 (the "1934 Act") and who is a member in good standing of the National Association of Securities Dealers, Inc., who may wish to assist in the distribution of the Class Shares. All such Dealer Agreements shall be either in substantially the form of the agreement attached hereto as Exhibit B or in a form that has been reviewed by counsel to the Fund. The Distributor may negotiate the compensation to be paid pursuant to Dealer Agreements. Such payments shall be borne by the Distributor and may not exceed the sums paid to the Distributor under paragraph 7 of this Agreement. The actual payments made by the Distributor and the basis for calculating such payments shall be reported quarterly to the Board of Directors of the Fund.

7. COMPENSATION.

(a) As compensation for its services, the Distributor will be paid fees with respect to a Class as set forth in Exhibit A opposite the name of such Class or as set forth in any applicable Distribution Agreement Supplement.

(b) The Distributor shall waive its fee with respect to each Class representing interests in Portfolios of the Fund that declare a daily dividend on any day (and, with respect only to a Class that has adopted a Shareholder Services Plan, on a pro rata basis with Servicing Organizations under their Servicing Agreements) to the extent necessary to ensure that the fee required to be accrued does not exceed the income accrued by the Class Shares on such day.

(c) If this Agreement becomes effective with respect to a Class subsequent to the first day of a month or shall terminate before the last day of a month, the compensation of the Distributor with respect to such Class under this Paragraph 7 for that part of the month this Agreement is in effect shall be prorated in a manner consistent with the calculations of the fees as set forth in the applicable Distribution Agreement Supplement. Payment of the Distributor's compensation for the preceding month shall be made as promptly as possible after completion of the computations contemplated in this paragraph.

8. EXPENSES. The expenses connected with the Fund shall be allocable between the Fund and the Distributor as follows:

(a) The Distributor shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out its obligations under this Agreement.

(b) The Distributor shall bear the expenses of any promotional or sales literature used by the Distributor or furnished by the Distributor in connection with the public offering of the Fund's Class Shares, the expenses of printing (exclusive of typesetting) and

distributing Prospectuses and SAIs to prospective shareholders, the expenses of advertising in connection with the public offering of the Fund's Class Shares and all legal expenses in connection with the foregoing.

(c) The Fund assumes and shall pay or cause to be paid all other expenses of the Fund, including, without limitation: the fees of the Fund's investment adviser and Distributor; the charges and expenses of any registrar, any custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and other property, and any stock transfer, dividend or accounting agent or agents appointed by the Fund; brokers' commissions chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party; all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Fund to federal, state or other governmental agencies; the cost and expense of engraving or printing of stock certificates representing shares of the Fund; all costs and expenses in connection with the organization of the Fund and the registration of shares of the Fund with the SEC and under state securities laws and in connection with maintenance of registration of the Fund and its shares with the SEC and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel); except as provided in subparagraph (b) above, the expenses of printing, including typesetting, and distributing prospectuses of the Fund and supplements thereto to the Fund's shareholders; all expenses of shareholders' and Directors' meetings and of preparing, printing and mailing of proxy statements and reports to shareholders; fees and travel expenses of directors who are not interested persons (as such term is defined in the 1940 Act) of the Fund ("Non-Interested Directors") or members of any advisory board or committee established by the Non-Interested Directors; all expenses incident to the payment of any dividend, distribution, withdrawal or redemption, whether in shares or in cash; charges and expenses of any outside service used for pricing of the Fund's stares; charges and expenses of legal counsel, including counsel to the Non-Interested Directors, and of independent accountants, in connection with any matter relating to the Fund; membership dues of industry associations; interest payable on Fund borrowings; postage; insurance premiums on property or personnel (including officers and directors) of the Fund which inure to its benefit; extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto); and all other charges and costs of the Fund's operation unless otherwise explicitly provided herein.

9. STANDARD OF CARE; INDEMNITY BY FUND. The Distributor shall not be liable for any error of judgment or mistake of law or for any act or omission for any loss suffered by the Fund or any Class or Portfolio thereof in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Distributor against any liability to the Fund or its shareholders to which the Distributor would otherwise be subject by reason of breach of this Agreement, willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("Disabling Conduct").

The Fund agrees to indemnify and hold the Distributor, its officers and directors and each person (if any) who controls the Distributor within the meaning of Section 15 of the

1933 Act harmless from and against any and all losses, claims, damages and liabilities including but not limited to attorney fees and investigative expenses) which the Distributor, its officers and directors or any such controlling person may incur under the 1940 Act, or under common law or otherwise, caused by or alleged to exist, including amounts paid in satisfaction of judgments, in compromise or as fines or penalties arising out of or based upon the Distributor's acting as such under this Agreement that do not result from Disabling Conduct, error of judgment, mistake of law or any negligent act or omission by the Distributor. 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 Distributor was not liable by reason of Disabling Conduct, error of judgment, mistake of law or any negligent act or omission or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Distributor was not liable by reason of Disabling Conduct, error of judgment, mistake of law or any negligent act or omission by (a) the vote of a majority of a quorum of directors of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party directors") or (b) an independent legal counsel in a written opinion. The Distributor, its officers, directors and control persons shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it or them in connection with the matter as to which it or they are seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation law. The Distributor shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund 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 Distributor shall provide a security in form and amount acceptable to the Fund for its undertaking; (b) the Fund 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 selected by the disinterested directors, in a written opinion, shall have determined, based on a review of facts readily available to the Fund at the time the advance is proposed to be made, that there is reason to believe that the Distributor will ultimately be found to be entitled to indemnification.

The Distributor agrees that, promptly upon its receipt of notice of the commencement of any action against the Distributor, its officers and/or directors or against any person so controlling the Distributor, in respect of which indemnity or reimbursement may be sought from the Fund on account of its agreement in the preceding paragraph, notice in writing will be given to the Fund within 10 days after the summons or other first legal process shall have been served. The failure to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such alleged untrue statement or any such liability that arises other than by reason of the indemnity agreement contained in this paragraph. Thereupon, the Fund shall be entitled to participate, to the extent that it shall wish (including the selection of counsel with Distributor's reasonable approval), in the defense thereof. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing reasonably approved by the Distributor, the defendant or defendants in such suit shall bear the expense of any additional counsel retained by any of them; but in the case the Fund does not elect to assume the defense of any such suit or in the case the Distributor does not reasonably approve of counsel chosen by the Fund, the Fund will reimburse the Distributor, its officers and directors or the controlling person or persons

named as defendant or defendants in such suit for the fees and expenses of only one counsel or firm which may be retained on behalf of the Distributor, its officers and directors and such controlling persons.

In the event that any such claim for indemnification is made by any director or person in control of the Distributor within the meaning of Section 15 of the 1933 Act who is also an officer or director of the Fund, the Fund, at its expense to the extent permitted by law, will submit to a court of appropriate jurisdiction the question of whether or not indemnification by it is against public policy as expressed in the 1933 Act, the 1934 Act, and the 1940 Act, and the Fund and the Distributor will be governed by the final adjudication of such question.

The Fund's indemnification agreement contained in this paragraph and the Fund's representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its offices and directors or any controlling person and shall survive the sale of any of the Class Shares made pursuant to this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Distributor, its officers, directors and control persons, and to the extent permitted by the 1940 Act or any other applicable law consistent with the 1940 Act to the benefit of any of their successors and assigns. The Fund agrees promptly to notify the Distributor of the commencement of any litigation or proceeding against the Fund in connection with the issue and sale of any Class Shares.

10. INDEMNITY BY THE DISTRIBUTOR. The Distributor agrees to indemnify and hold harmless the Fund, its officers and directors and persons who control the Fund within the meaning of Section 15 of the 1933 Act to the same extent as in the foregoing indemnity from the Fund to the Distributor, but only with respect to any untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Fund by the Distributor or by any person on behalf of or at the request of the Distributor, excluding the Fund, expressly for use in the Registration Statement, Prospectus or SAI. The Distributor also agrees to indemnify and hold harmless the Fund, its officers and directors and persons who control the Fund within the meaning of
Section 15 of the 1933 Act from and against any and all losses, claims, damages and liabilities arising by reason of any person acquiring any Class Shares, which may be based upon the 1933 Act or any other statute or at common law, on account of any wrongful sales activities of the Distributor or any of its registered representatives, as defined under the By-Laws of the National Association of Securities Dealers, Inc., including any failure to conform with any requirement of any state and federal law relating to the sale of such Class Shares. Notwithstanding anything contained herein to the contrary, the Distributor shall not be responsible to the Fund for and shall not indemnify and hold harmless the Fund, its officers and directors and persons who control the Fund within the meaning of Section 15 of the 1933 Act from and against any such losses, claims, damages or liabilities arising solely as a result of actions taken or omitted by the Distributor in good faith reliance on, and in conformity with, the Blue Sky Report.

The Distributor shall also indemnify and hold harmless the Fund, its officers and directors and persons who control the Fund within the meaning of
Section 15 of the 1933 Act for

any liability to the Fund or to the holders of Class Shares by reason of the Distributor's willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund, its officers, directors and control persons shall be entitled to advances from the Distributor for payment of the reasonable expenses incurred by it or them in connection with the matters as to which it or they are seeking indemnification in the manner and to the fullest extent permissible under Maryland General Corporation law. The Fund shall provide to the Distributor a written confirmation of its good faith belief that the standard of conduct necessary for indemnification by the Distributor has been met and a written undertaking to repay any such advance if it should be determined that the standard of conduct has not been met.

In case any action shall be brought against the Fund, its officers and directors and persons who control the Fund within the meaning of Section 15 of the 1933 Act in respect of which it may seek indemnity or reimbursement from the Distributor on account of the agreement of the Distributor contained in this paragraph 10, the Distributor shall have the rights and duties given to the Fund, and the Fund, its officers and directors and persons who control the Fund within the meaning of Section 15 of the 1933 Act shall have the rights and duties given to the Distributor, in the third and fourth paragraphs of paragraph 9.

11. TERM. This Agreement shall become effective at the close of regular trading on the New York Stock Exchange on the date hereof and shall continue in full force and effect, subject to paragraph 14 hereof, until August 16, 2001.

12. RENEWAL. Following the expiration of its initial term, this Agreement shall continue in full force and effect from year to year with respect to a Class, provided that such continuance is specifically approved at least annually:

(a) (i) by the Fund's Board of Directors or (ii) by the vote of a majority of the outstanding voting securities (as defined in section 2(a)(42) of the 1940 Act) that constitute Class Shares, and

(a) by the affirmative vote of a majority of the Non-Interested Directors of the Fund by votes cast in person at a meeting specifically called for the purpose of voting on such approval.

13. AMENDMENT. This Agreement may be amended by the parties hereto with respect to a Class only if such amendment is specifically approved (i) by the Board of Directors of the Fund or by the vote of a majority of outstanding Class Shares, and (ii) by a majority of the Non-Interested Directors of the Fund, which vote must be cast in person at a meeting called for the purpose of voting on such approval.

14. TERMINATION. This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Fund's Board of Directors, by a vote of a majority of the members of the Non-Interested Directors of the Fund or by vote of a majority of outstanding Class Shares (as defined in section 2(a)(42) of the 1940 Act), or by the Distributor, on sixty (60) days' written notice to the other party. The notice provided for herein may be waived by either

party. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the 1940 Act.

15. MISCELLANEOUS.

(a) The Distributor agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund and its prior, present or potential shareholders, and not to 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 Distributor 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.

(b) Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. Otherwise, the provisions of this Agreement shall be governed by the laws of the State of Maryland.

(c) All notices and other communications hereunder shall be in writing or by confirming telegram, cable, telex or facsimile sending device. Notices shall be addressed (a) if to the Distributor, at PFPC Distributors, Inc., 400 Bellevue Parkway, Wilmington Delaware 19809, Attention: President and
(b) if to the Fund, at the address of the Fund, Attention: Treasurer. If notice is sent by first-class mail, it shall be deemed to have been given three days after it is sent. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered, or if sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers as of the day and year first above written.

THE RBB FUND, INC.

BY: /S/ EDWARD J. ROACH
  -----------------------
         Edward J. Roach

PFPC DISTRIBUTORS, INC.

BY:  /S/ GARY M. GARDNER
   -----------------------
             Gary M. Gardner

                                                                               COMPENSATION
                                                                               (BASIS POINTS)
Class A                        CLASS A COMMON STOCK                                 --

Class B                        CLASS B COMMON STOCK                                 --

Class C                        CLASS C COMMON STOCK                                 --

Class D                        CLASS D COMMON STOCK                                 --

Class E                        RBB Money Market                                     --

Class F                        RBB Municipal Money Market                           --

Class G                        Cash Preservation Money Market                       65

Class H                        Cash Preservation Municipal Money Market             65

Class I                        Sansom Street Money Market                           --

Class J                        Sansom Street Municipal Money Market                 20

Class K                        Sansom Street Government Obligations                 --
                                Money Market

Class L                        Bedford Money Market                                 65

Class M                        Bedford Municipal Money Market                       65

Class N                        Bedford Government Obligations Money Market          65

Class O                        Bedford New York Municipal Money Market              65

Class P                        RBB Government Securities                            65

Class Q                        CLASS Q COMMON STOCK                                 --

Class R                        Bradford Municipal Money Market                      --

Class S                        Bradford Government Obligations Money Market         --

Class T                                                                             --

Class U                                                                             --

Class V                                                                             --

Class W                        CLASS W COMMON STOCK                                 --

Class X                                                                             --

Class Y                                                                             --

Class Z                                                                             --

Class AA                                                                            --

Class BB                                                                            --

Class CC                                                                            --

Class DD                       CLASS DD COMMON STOCK                                --

Class EE                       CLASS EE COMMON STOCK                                --

Class FF                       n/i Micro Cap                                        --

Class GG                       n/i Growth                                           --

Class HH                       n/i Mid Cap                                          --

Class II                                                                            --

Class JJ                                                                            --

Class KK                                                                            --

Class LL                                                                            --

Class MM                                                                            --

Class NN                                                                            --

Class OO                                                                            --

Class PP                                                                            --

Class QQ                       Boston Partners Institutional Large Cap Value        15

Class RR                       Boston Partners Investor Large Cap Value             25

Class SS                       Boston Partners Advisor Large Cap Value              75

Class TT                       Boston Partners Investor Mid Cap Value               25

Class UU                       Boston Partners Institutional Mid Cap Value          15

Class VV                       Boston Partners Institutional Bond                   15

Class WW                       Boston Partners Investor Bond                        25

Class XX                                                                            --

Class YY                       Schneider Capital Management Value Fund              --

Class ZZ                                                                            --

Class AAA                                                                           --

Class BBB                                                                           --

Class CCC                                                                           --

Class DDD                      Boston Partners Institutional Small Cap Value II     --

Class EEE                      Boston Partners Investor Small Cap Value II          25

Class FFF                                                                           --

Class GGG                                                                           --

Class HHH                                                                           --

Class III                      Boston Partners Institutional Long-Short Equity      --

Class JJJ                      Boston Partners Investor Long-Short Equity           25

Class KKK                      Boston Partners Institutional Long-Short Equity      --
                               (non-active)

Class LLL                      Boston Partners Investor Long-Short Equity           25
                               (non-active)

Class MMM                      n/i  Small Cap Value                                 --

Class NNN                      Bogle Small Cap Growth (Institutional)               --

Class OOO                      Bogle Small Cap Growth (Investor)                    --

Class ALPHA 1                  Money Market                                         --

Class ALPHA 2                  Municipal Money Market                               --

Class ALPHA 3                  Government Obligations Money Market                  --

Class ALPHA 4                  New York Municipal Money Market                      --

Class SELECT 1                 Money Market                                         65

Class BETA 2                   Municipal Money Market                               --

Class BETA 3                   Government Obligations Money Market                  --

Class BETA 4                   New York Municipal Money Market                      --

Class PRINCIPAL 1              Money Market                                         65

Class GAMMA 2                  Municipal Money Market                               --

Class GAMMA 3                  Government Obligations Money Market                  --

Class GAMMA 4                  New York Municipal Money Market                      --

Class DELTA 1                  Money Market                                         --

Class DELTA 2                  Municipal Money Market                               --

Class DELTA 3                  Government Obligations Money Market                  --

Class DELTA 4                  New York Municipal Money Market                      --

Class EPSILON 1                Money Market                                         --

Class EPSILON 2                Municipal Money Market                               --

Class EPSILON 3                Government Obligations Money Market                  --

Class EPSILON 4                New York Municipal Money Market                      --

Class ZETA 1                   Money Market                                         --

Class ZETA 2                   Municipal Money Market                               --

Class ZETA 3                   Government Obligations Money Market                  --

Class ZETA 4                   New York Municipal Money Market                      --

Class ETA 1                    Money Market                                         --

Class ETA 2                    Municipal Money Market                               --

Class ETA 3                    Government Obligations Money Market                  --

Class ETA 4                    New York Municipal Money Market                      --

Class THETA 1                  Money Market                                         --

Class THETA 2                  Municipal Money Market                               --

Class THETA 3                  Government Obligations Money Market                  --

Class THETA 4                  New York Municipal Money Market                      --

Exhibit B

PFPC DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PENNSYLVANIA 19406

_______, 2000

[Insert Name of Dealer]

Ladies and Gentlemen:

We serve as distributor of the classes (individually, a "Class" and, collectively, "Classes") of shares ("Shares") of the investment portfolios of The RBB Fund, Inc. (the "Fund") listed on Schedule A attached to this Agreement. The Fund offers Shares to the public in accordance with the terms and conditions contained in the Prospectuses (and Statements of Additional Information ("SAIs") incorporated by reference thereto) relating to those Classes of Shares.

In connection with the offering of Shares to the public, you agree to assist in the distribution of Shares on the following terms and conditions:

1. You are hereby authorized to use your best efforts to offer and sell the Classes of Shares appearing on Schedule A hereto as such Schedule shall be amended from time to time consistent with the provisions of this Agreement. In connection with those activities, you are also hereby authorized to distribute the promotional and sales materials, Prospectuses, SAIs (upon request by a purchaser), shareholder reports and other materials relevant to a particular Class and to perform, if any, the shareholder services which you have agreed to provide in respect of any such Class. All such activities shall be performed in compliance with the conditions and procedures set forth in the relevant Prospectuses and SAIs, including, without limitation, the public offering price then in effect. If the services you agree to provide pursuant to this Paragraph 1 are in respect of any _____ Class Shares, you hereby agree to pay all direct and indirect expenses or costs we may incur under the Distribution Agreement between us and the Fund arising in connection with any promotional or sales literature (including Prospectuses and SAIs) furnished to you in any offering of the _______ Class Shares, as well as expenses of advertising and all legal expenses in connection with the matters covered by this sentence.

2. No person is authorized to make any representation concerning the Fund or the Shares of any Class except those contained in the Prospectuses and related SAIs and in such printed information as we may subsequently prepare. No person is authorized to distribute any sales literature or advertisements as those terms are defined under Section 2210 of the Conduct Rules of the National Association of Securities Dealers Regulation, Inc. ("NASD") relating to the Fund without our prior written approval.

3. Applicable selling commissions, concessions or other fees (including, without limitation, fees paid to us under a Plan of Distribution with respect to a Class pursuant to Rule 12b-1 under the 1940 Act and reallocated to you) to which you are entitled for the provision of the services to be rendered under this Agreement are those specified on attached Schedule A to this Agreement and in the current Prospectus of the Fund, as such Schedule and Prospectuses shall be amended from time to time. These amounts are subject to change without notice by us and comply with any changes in regulatory requirements.

4. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, including, without limitation, the provisions of Section 2830 of such Rules. You agree that you will not combine customer orders to reach breakpoints in commissions for any purposes whatsoever unless authorized by the then current Prospectus in respect of Shares of a particular Class or by us in writing. You also agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. In determining the amount payable to you hereunder, we reserve the right to exclude any sales which we reasonably determine are not made in accordance with the terms of the relevant Prospectus and provisions of this Agreement.

5. You agree to comply with the provisions contained in the Securities Act of 1933 governing the distribution of Prospectuses to persons to whom you offer Shares under this Agreement. You further agree to deliver, upon our request, copies of any amended Prospectus to purchasers, if any, whose Shares you are holding as record owner and to deliver to such customers copies of the annual and interim reports and proxy solicitation materials of the Fund. We agree to furnish to you as many copies of the Prospectuses and related SAIs, annual and interim financial reports and proxy solicitation materials as you may reasonably request.

6. You represent that you are a properly registered or licensed broker or dealer under applicable federal and state law and a member in good standing of the NASD). Your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension.

7. For all purposes of this Agreement you will be deemed to be an independent contractor and will have no authority to act as agent for us or the Fund in any manner or in any respect. You agree to and do release, indemnify and hold us, the Fund and its transfer agent and our and their respective officers, directors, agents, employees and affiliates harmless from and against any and all direct or indirect liabilities, losses, claims, demands and expenses (including, without limitation, reasonable attorneys' fees) resulting from requests directions, actions, or inactions of or by you or your officers, employees, or agents regarding your responsibilities under this Agreement or the purchase, redemption, transfer or registration of Shares by or on behalf of customers. This indemnification shall survive the termination of this Agreement.

8. You shall not make offers or sales of Shares in any state or jurisdiction where the particular Shares are not qualified for sale under or exempt from the requirements of the securities laws of the state or other jurisdictions where the proposed offer or sale is to be

made. You also agree that you will not offer or sell any Shares to persons in any jurisdiction in which you are not properly licensed and authorized to make such offers or sales.

9. The Fund shall have full authority to take such action as it deems advisable in respect of all matters pertaining to the offering of the Shares, including the right, in its discretion, to reject an order for Shares and, without notice, to suspend sales or withdraw the offering of Shares of any and all Classes entirely.

10. You will (i) maintain all records required by law (including records detailing the services you provide in return for the fees to which you are entitled under this Agreement) and, upon request by the Fund or us, promptly make such of these records available to the Fund or us, as the case may be, as the Fund or we may reasonably request in connection with its operations; and
(ii) promptly notice the Fund and us if you experience any difficulty in maintaining the records described in the foregoing clauses in an accurate and complete manner.

11. We and the Fund shall be under no liability to you except for lack of good faith and for obligations expressly assumed by us hereunder. In carrying out your obligations, you agree to act in good faith and without negligence. Nothing contained in this Agreement is intended to operate as a waiver by us or you of compliance with any provision of the NASD Conduct Rules, or any federal or state securities laws or the rules and regulations adopted thereunder.

12. This Agreement shall become effective only when accepted and signed by you and may be amended only by a written instrument signed by you and us. This Agreement may be terminated as provided above and by either party, without penalty, upon notice to the other party.

13. All communications to us should be sent to:

PFPC Distributors, Inc.
3200 Horizon Drive
King of Prussia, Pennsylvania 19406

Any notice to you shall be duly given if mailed or telegraphed to you at the address specified by you below.

14. You hereby represent and warrant that you are duly authorized by all necessary action, approval or authorization to enter into this Agreement and that, if a corporation, partnership or other entity, you are duly organized, validly existing and in good standing under the laws of the jurisdiction in which you are organized.

15. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes any and all agreements between the

parties relating to said subject matter. This Agreement and all the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of New York.

PFPC DISTRIBUTORS, INC.

Date:_______________ By:___________________________

Accepted and Agreed to:

Name of Broker Dealer____________________________________________

Address__________________________________________________________

City__________________________ State____________ Zip___________

Telephone Number_________________________________________________

Name of Authorized Officer___________________ Title_____________

Date:_______________ Authorized Officer Signature_______________

SCHEDULE A TO BROKER/DEALER AGREEMENT

You will assist in the distribution of the Classes of Shares of Common Stock, par value $.001 of The RBB Fund, Inc. and, in addition to other fees to which you may be entitled, shall receive fees at an annual rate set forth below in respect of the following Shares payable pursuant to Rule 12b-1 under the Investment Company Act of 1940.*

* Rule 12b-1 fees will be paid quarterly within one month following the end of each calendar quarter after you supply services to your customers who purchase Shares. These fees are based on the average daily net asset value of the Shares during the period covered by the payment. You will not receive payment of any fees for any quarterly period if you are entitled to less than $1,000. To the extent that we are required to waive any portion of the Rule 12b-1 fees payable to us by The RBB Fund, Inc., you shall waive a proportionate share of the Rule 12b-1 fees payable to you hereunder.

DISTRIBUTION AGREEMENT SUPPLEMENT
The RBB Fund, Inc.

Bear Stearns Money Market Family
(Bear Stearns Money Class)

This supplemental agreement is entered into this __ day of ________, 2001, by and between THE RBB FUND, INC. (the "Fund") and PFPC DISTRIBUTORS, INC. (the "Distributor").

The Fund is a corporation organized under the laws of the State of Maryland and is an open-end management investment company. The Fund and the Distributor have entered into a Distribution Agreement, dated as of January 2, 2001 (as from time to time amended and supplemented, the "Distribution Agreement"), pursuant to which the Distributor has undertaken to act as distributor for the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Distribution Agreement Supplement have the meaning specified in the Distribution Agreement.

The Fund agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby adopted for the Bear Stearns Money Class of Common Stock (the "Class") of the Bear Stearns Money Market Family of the Fund.

2. PAYMENT OF FEES. For all services to be rendered, facilities furnished and expenses paid or assumed by the Distributor as provided in the Distribution Agreement and herein, the Fund shall pay the Distributor a monthly 12b-1 fee on the first business day of each month, based upon the average daily value (as determined on each business day at the time set forth in the Prospectus for determining net asset value per share) of the net assets of the Class during the preceding month, at an annual rate of 0.75%.

3. 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.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement, intending to be legally bound hereby, as of the date and year first above written.

THE RBB FUND, INC.                                   PFPC DISTRIBUTORS, INC.



By:                                          By:


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

THE RBB FUND, INC.                                   PFPC DISTRIBUTORS, INC.



By:                                          By:


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

THE RBB FUND, INC.                                   PFPC DISTRIBUTORS, INC.



By:                                          By:


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

By:    /s/ Edward J. Roach
       -------------------
Name:  Edward J. Roach
Title: President and Treasurer

By:    /s/ Gary M. Gardner
       -------------------
Name:  Gary M. Gardner
Title: President

By:    /s/Philip Rinnander
       -------------------
Name:  Philip Rinnander
Title: President

THE RBB FUND, INC.                                            PFPC INC.



By:                                                  By:


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

/s/ Drinker Biddle & Reath LLP
------------------------------

DRINKER BIDDLE & REATH LLP

                                                 /S/ DRINKER BIDDLE & REATH LLP
                                                 ------------------------------
                                                 DRINKER BIDDLE & REATH LLP



Philadelphia, Pennsylvania
March 15, 2001

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 15, 2001

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Sansom Street (Class J)               fee 0.20%                  4/10/91
    Shareholder Service Fee                   0.10%                  8/16/88

2.  Bedford (Class L)                     fee 0.65%                 11/17/94

3.  Cash Preservation                     fee 0.65%                  4/10/91
    (Class G)

4.  Select (Class Beta 1)                 fee 0.65%                  8/31/99

5.  Principal (Class
    Gamma 1)                              fee 0.65%                 10/28/98

6.  Bear Stearns Money Market (Class
    Money)                                fee 0.75%                 ________

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Bear Stearns Money
    Market (Class Municipal
    Money)                                fee 0.75%                 ________

2.  Bedford (Class M)                     fee 0.65%                 11/17/94

3.  Cash Preservation                     fee 0.65%                  4/10/91
    (Class H)

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Bear Stearns Money Market
    (Class Government
    Money)                                fee 0.75%                 ________

2.  Bedford (Class N)                     fee 0.60%                 11/17/94

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Institutional Class                   fee 0.15%                  5/29/98
    (Class QQ)
2.  Advisor Class                         fee 0.75%                 10/16/96
    (Class SS)
3.  Investor Class                        fee 0.25%                 10/16/96
    (Class RR)

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Investor Class                        fee 0.25%                   6/1/97
    (Class TT)
2.  Institutional Class                   fee 0.15%                  5/29/98
    (Class UU)

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Institutional Class                   fee 0.15%                  5/29/98
    (Class VV)
2.  Investor Class                        fee 0.25%                 12/29/97
    (Class WW)

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Institutional Class                     None                     7/01/98
    (Class DDD)
2.  Investor Class                        fee 0.25%                  7/01/98
    (Class EEE)

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Institutional Class                     None                     8/31/99
    (Class III)
2.  Investor Class                        fee 0.25%                  8/31/99
    (Class JJJ)

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Institutional Class                     None                   __________
    (Class KKK)
2.  Investor Class                        fee 0.25%                __________
    (Class LLL)

                                    Current Distribution
    Class                                 Fee Level              Effective Date
    -----                           --------------------         --------------
1.  Institutional (Class NNN)               None                     9/15/99

2.  Investor (Class OOO)                                             9/15/99
    Shareholder Services Fee               0.25%

============================================ ================================== ==============================================
FAMILY                                       EACH PORTFOLIO (CLASS) . . .       MAY BE EXCHANGED FOR ANY OF
-------------------------------------------- ---------------------------------- ----------------------------------------------
Cash Preservation                            Money Market (G)                   Money Market (G)
                                             Municipal Money Market (H)         Municipal Money Market (H)
-------------------------------------------- ---------------------------------- ----------------------------------------------
Bedford (Bear Stearns)                       Money Market (L)                   Common Shares of other non-RBB funds advised
                                                                                or sponsored by Bear, Stearns & Co. Inc.
-------------------------------------------- ---------------------------------- ----------------------------------------------
n/i                                          Micro Cap (FF)                     Micro Cap (FF)
                                             Growth (GG)                        Growth (GG)
                                             Mid Cap (HH)                       Mid Cap (HH)
                                             Small Cap Value (MMM)              Small Cap Value (MMM)
-------------------------------------------- ---------------------------------- ----------------------------------------------
Boston Partners (Institutional Classes)      Mid Cap Value (TT)                 Mid Cap Value (TT)
                                             Large Cap Value (QQ)               Large Cap Value (QQ)
                                             Bond (VV)                          Bond (VV)
                                             Small Cap Value II (DDD)           Small Cap Value II (DDD)
                                             Long/Short Equity                  Long/Short Equity (III)
                                             (III)                              Fund (KKK)
                                             Fund (KKK)
-------------------------------------------- ---------------------------------- ----------------------------------------------
Boston Partners (Investor Classes)           Mid Cap Value (UU)                 Mid Cap Value (UU)
                                             Large Cap Value (RR)               Large Cap Value (RR)
                                             Bond (WW)                          Bond (WW)
                                             Small Cap Value II (EEE)           Small Cap Value II(EEE)
                                             Long/Short Equity (JJJ)            Long/Short Equity (JJJ)
                                             Fund (LLL)                         Fund (LLL)
============================================ ================================== ==============================================