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 a unanimous resolution 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) classifying an additional one hundred million (100,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, with an aggregate par value of one hundred thousand dollars ($100,000), as Class ZZ Common Stock (BEA Long-
(1) Short Market Neutral Fund Institutional Class);

(2) classifying an additional one hundred million

(100,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, with an aggregate par value of one hundred thousand dollars ($100,000), as Class AAA Common Stock (BEA Long-Short Market Neutral Fund Advisor Class);

(3) classifying an additional one hundred million (100,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, with an aggregate par value of one hundred thousand dollars ($100,000), as Class BBB Common Stock (BEA Long-Short Equity Fund Institutional Class); and

(4) classifying an additional one hundred million (100,000,000) of the previously authorized, unissued and unclassified shares of the common stock, par value $.001 per share, with an aggregate par value of one hundred thousand dollars ($100,000), as Class CCC Common Stock (BEA Long-Short Equity Fund Advisor Class).

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 Classes ZZ, AAA, BBB and CCC Common Stock will be issued without stock certificates.

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

FOURTH: Immediately before the increase in the number of shares of common stock that have been classified into separate classes:

(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;

                                                                          Page 4


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 (1,000,000,000), 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

                                                                          Page 5


               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;

                                                                          Page 6


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

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

Class Alpha 1 -     seven hundred million (700,000,000), par value $.001 per
                    share;

Class Alpha 2 -     two hundred million (200,000,000), par value $.001 per
                    share;

Class Alpha 3 -     five hundred million (500,000,000), par value $.001 per
                    share;

Class Alpha 4 -     one hundred million (100,000,000), par value $.001 per
                    share;

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

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

                                                                          Page 8


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 Gamma 1 -     one million (1,000,000), 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;

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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; and

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

for a total of thirteen billion nine hundred twenty-nine million (13,929,000,000) shares classified into separate classes of common stock.

After the increase in the number of shares of common stock that have been classified into separate classes:

(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 one hundred thousand dollars ($30,100,000); 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

                                                                         Page 11


               share;

Class I -      one billion (1,000,000,000), 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;

                                                                         Page 12


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

                                                                         Page 13


               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

                                                                         Page 14


               per share;

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

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

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

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

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

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

Class Alpha 1 -     seven hundred million (700,000,000), par value $.001 per
                    share;

Class Alpha 2 -     two hundred million (200,000,000), par value $.001 per
                    share;

Class Alpha 3 -     five hundred million (500,000,000), par value $.001 per
                    share;

Class Alpha 4 -     one hundred million (100,000,000), par value $.001 per
                    share;

Class Beta 1 -      one million (1,000,000), 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

                                                                         Page 15

                    share;

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

Class Gamma 1 -     one million (1,000,000), 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

                                                                         Page 16

                    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 thirteen billion nine hundred thirty-two million

(13,932,000,000) 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 Secretary on __________________, 1998.

------------------------------          ------------------------------
Morgan R. Jones                         Edward J. Roach
Secretary                               President

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.

INVESTMENT ADVISORY AGREEMENT

(BEA Long-Short Market Neutral Fund)

AGREEMENT made as of ______, 1998 between THE RBB FUND, INC., a Maryland corporation (herein called the "Company"), and BEA ASSOCIATES, a New York general partnership (herein called the "Investment Adviser").

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

WHEREAS, the Company desires to retain the Investment Adviser to render certain investment advisory services to the Company with respect to the Company's BEA Long-Short Market Neutral Fund (the "Fund"), and the Investment Adviser is willing to so render such services,

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

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

2. DELIVERY OF DOCUMENTS. The Company has furnished the Investment Adviser with copies properly certified or authenticated or each of the following:

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

(b) Each Prospectus relating to any class of Shares representing interests in the Fund of the Company in effect under the 1933 Act (such prospectuses, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectuses").

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

3. MANAGEMENT OF THE FUND. Subject to the supervision of the Board of Directors of the Company, the Investment Adviser will provide for the overall management of the Fund including (i) the provision of continuous investment programs for the Fund, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Fund, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Company for the Fund, and (iii) the placement from time to time of orders for all purchases and sales made for the Fund. The Investment Adviser will provide the services rendered by it hereunder in accordance with the Fund's investment objectives, restrictions and policies as stated in the applicable Prospectuses and the applicable statement of additional information contained in the Registration Statement. The Investment Adviser further agrees that it will render to the Company's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may request. The Investment Adviser agrees to provide to the Company (or its agents and service providers) prompt and accurate data with respect to the Fund's transactions and, where not otherwise available, the daily valuation of securities in the Fund.

4. BROKERAGE. The investment Adviser may place orders either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, the Investment Adviser will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Investment Adviser will consider the experience and skill of the firm's securities traders as well as the firm's financial responsibility and administrative efficiency. Consistent with this obligation, the Investment Adviser may, subject to the review of the Board of Directors, select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Investment Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Investment Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Investment Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Investment Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. In no instance will the Fund's securities be purchased from or sold to the Company's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law.

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

6. SERVICES NOT EXCLUSIVE. The investment management and services rendered by the Investment Adviser hereunder are not to be deemed exclusive, and the Investment Adviser shall be free to render similar services to others so long as its services under this Agreement are not impaired thereby.

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

8. EXPENSES. During the term of this Agreement, the Investment Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities purchased for the Fund (including brokerage commissions, if any), the cost of independent pricing services used in valuing the Fund's securities and fees and expenses of registering and qualifying shares for distribution under state securities laws.

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

PROVIDED, HOWEVER, that notwithstanding the foregoing, the Investment Adviser shall reimburse the Fund for such excess expenses regardless of the amount of such fees payable to it during such fiscal year to the extent that the securities regulations of any state in which the Shares are registered or qualified for sale so require.

9. COMPENSATION.

(a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Fund, until the Fund has completed twelve full calendar months of investment operations (the "Initial Period"), the Company 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 1.50% of the Fund's average daily net assets.

(b) Following the Initial Period, the Company will pay the Investment Adviser from the assets of the Fund 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 1.50% of the Fund'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 Fund (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 Fund exceeded or lagged the Target by more than 100 but not more than 200 basis points;

(B) the investment performance of the Fund exceeded or lagged the Target by more than 200 but not more than 300 basis points;

(C) the investment performance of the Fund exceeded or lagged the Target by more than 300 but not more than 400 basis points;

(D) the investment performance of the Fund exceeded or lagged the Target by more than 400 but not more than 500 basis points; or

(E) the investment performance of the Fund exceeded or lagged the Target by more than 500 basis points.

(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 1.60% if the investment performance of the Fund exceeded the Target or 1.40% if the investment performance lagged the Target;

(B) If subparagraph (ii)(B) applies, the annual rate of the Base Fee shall be 1.70% if the investment performance of the Fund exceeded the Target or 1.30% if the investment performance lagged the Target;

(C) If subparagraph (ii)(C) applies, the annual rate of the Base Fee shall be 1.80% if the investment performance of the Fund exceeded the Target or 1.20% if the investment performance lagged the Target;

(D) If subparagraph (ii)(D) applies, the annual rate of the Base Fee shall be 1.90% if the investment performance of the Fund exceeded the Target or 1.10% if the investment performance lagged the Target; or

(E) If subparagraph (ii)(E) applies, the annual rate of the Base Fee shall be 2.00% if the investment performance of the Fund exceeded the Target or 1.00% if the investment performance lagged the Target.

(iv) The "Target" means the investment record of the Salomon Smith Barney 1-Month Treasury Bill Index-TM- plus 500 basis points.

(v) The investment record of the Salomon Smith Barney 1-Month Treasury Bill Index-TM- 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 Fund and not against the assets of any other investment portfolio of the Company.

10. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISER. The Investment Adviser shall not be liable for any error of

judgment or mistake of law or for any loss suffered by the Company in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Fund will indemnify the Investment Adviser against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Investment Adviser. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Adviser was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the 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 Investment Adviser shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Investment Adviser shall provide to the 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 Investment Adviser 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, in a written opinion, shall have determined, based upon 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 Investment Adviser will ultimately be found to be entitled to indemnification. Any amounts payable by the Fund under this Section shall be satisfied only against the assets of the Fund and not against the assets of any other investment portfolio of the Company.

11. DURATION AND TERMINATION. This Agreement shall become effective with respect to the Fund upon approval of this Agreement by vote of a majority of the outstanding voting securities of the Fund and, unless sooner terminated as provided

herein, shall continue with respect to the Fund until ______, 199_.
Thereafter, if not terminated, this Agreement shall continue with respect to the Fund for successive annual periods ending on _______, PROVIDED such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Fund; PROVIDED, HOWEVER, that this Agreement may be terminated with respect to the Fund by the Company at any time, without the payment of any penalty, by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio, on the 60 days' prior written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 90 days' prior written notice to the Company. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act).

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

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

14. CHANGE IN MEMBERSHIP. The Investment Adviser shall notify the Company of any change in its membership within a reasonable time after such change.

15. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the

state of New York without giving effect to the conflicts of laws principles thereof.

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

THE RBB FUND, INC.

BEA ASSOCIATES

INVESTMENT ADVISORY AGREEMENT

(BEA Long-Short Equity Fund)

AGREEMENT made as of ______, 1998 between THE RBB FUND, INC., a Maryland corporation (herein called the "Company"), and BEA ASSOCIATES, a New York general partnership (herein called the "Investment Adviser").

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

WHEREAS, the Company desires to retain the Investment Adviser to render certain investment advisory services to the Company with respect to the Company's BEA Long-Short Equity Fund (the "Fund"), and the Investment Adviser is willing to so render such services,

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

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

2. DELIVERY OF DOCUMENTS. The Company has furnished the Investment Adviser with copies properly certified or authenticated or each of the following:

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

(b) Each Prospectus relating to any class of Shares representing interests in the Fund of the Company in effect under the 1933 Act (such prospectuses, as presently in effect and as they shall from time to time be amended and supplemented, are herein collectively called the "Prospectuses").

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

3. MANAGEMENT OF THE FUND. Subject to the supervision of the Board of Directors of the Company, the Investment Adviser will provide for the overall management of the Fund including (i) the provision of continuous investment programs for the Fund, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Fund, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold by the Company for the Fund, and (iii) the placement from time to time of orders for all purchases and sales made for the Fund. The Investment Adviser will provide the services rendered by it hereunder in accordance with the Fund's investment objectives, restrictions and policies as stated in the applicable Prospectuses and the applicable statement of additional information contained in the Registration Statement. The Investment Adviser further agrees that it will render to the Company's Board of Directors such periodic and special reports regarding the performance of its duties under this Agreement as the Board may request. The Investment Adviser agrees to provide to the Company (or its agents and service providers) prompt and accurate data with respect to the Fund's transactions and, where not otherwise available, the daily valuation of securities in the Fund.

4. BROKERAGE. The investment Adviser may place orders either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, the Investment Adviser will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Investment Adviser will consider the experience and skill of the firm's securities traders as well as the firm's financial responsibility and administrative efficiency. Consistent with this obligation, the Investment Adviser may, subject to the review of the Board of Directors, select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Investment Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Investment Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Investment Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Investment Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. In no instance will the Fund's securities be purchased from or sold to the Company's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law.

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

6. SERVICES NOT EXCLUSIVE. The investment management and services rendered by the Investment Adviser hereunder are not to be deemed exclusive, and the Investment Adviser shall be free to render similar services to others so long as its services under this Agreement are not impaired thereby.

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

8. EXPENSES. During the term of this Agreement, the Investment Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities purchased for the Fund (including brokerage commissions, if any), the cost of independent pricing services used in valuing the Fund's securities and fees and expenses of registering and qualifying shares for distribution under state securities laws.

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

PROVIDED, HOWEVER, that notwithstanding the foregoing, the Investment Adviser shall reimburse the Fund for such excess expenses regardless of the amount of such fees payable to it during such fiscal year to the extent that the securities regulations of any state in which the Shares are registered or qualified for sale so require.

9. COMPENSATION.

(a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Fund, the Company 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 0.10% of the Fund's average daily net assets.

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

10. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISER. The Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement ("disabling conduct"). The Fund will indemnify the Investment Adviser against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by the Investment Adviser. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Adviser was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the 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 Investment Adviser shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Investment Adviser shall provide to the 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 Investment Adviser 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, in a written opinion, shall have determined, based upon 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 Investment Adviser will ultimately be found to be entitled to indemnification. Any amounts payable by the Fund under this Section shall be satisfied only against the assets of the Fund and not against the assets of any other investment portfolio of the Company.

11. DURATION AND TERMINATION. This Agreement shall become effective with respect to the Fund upon approval of this Agreement by vote of a majority of the outstanding voting securities of the Fund and, unless sooner terminated as provided herein, shall continue with respect to the Fund until ______, 199_. Thereafter, if not terminated, this Agreement shall continue with respect to the Fund for successive annual periods ending on _______, PROVIDED such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Fund; PROVIDED, HOWEVER, that this Agreement may be terminated with respect to the Fund by the Company at any time, without the payment of any penalty, by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio, on the 60 days' prior written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 90 days' prior written notice to the Company. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act).

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

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

14. CHANGE IN MEMBERSHIP. The Investment Adviser shall notify the Company of any change in its membership within a reasonable time after such change.

15. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of New York without giving effect to the conflicts of laws principles thereof.

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

THE RBB FUND, INC.

BEA ASSOCIATES

DISTRIBUTION AGREEMENT SUPPLEMENT

(BEA Long-Short Market Neutral Fund)

This supplemental agreement is entered into this day of , 1998, by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES 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 April 10, 1991 (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 BEA Long-Short Market Neutral Fund portfolio of the Fund. This class shall constitute a "Class" as referred to in the Distribution Agreement and its shares shall be "Class Shares" as referred to therein.

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 no compensation.

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.                  COUNSELLORS SECURITIES INC.


By:                                 By:
    -------------------------           -----------------------------

President Title:

DISTRIBUTION AGREEMENT SUPPLEMENT

(BEA Long-Short Equity Fund)

This supplemental agreement is entered into this day of , 1998, by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES 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 April 10, 1991 (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 BEA Long-Short Equity Fund portfolio of the Fund. This class shall constitute a "Class" as referred to in the Distribution Agreement and its shares shall be "Class Shares" as referred to therein.

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 no compensation.

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.                  COUNSELLORS SECURITIES INC.


By:                                 By:
    ------------------------           -----------------------------

President Title:

DRAFT OF APRIL 2, 1998

CUSTODY AGREEMENT

AGREEMENT, dated as of May __, 1998 by and between THE RBB FUND, INC. (the "Company"), a corporation organized and existing under the laws of the State of Maryland, acting with respect to and on behalf of each of the series of the Company that are identified on Exhibit A hereto (each, a "Portfolio"), and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the "Custodian").

WHEREAS, the Company desires that the securities, funds and other assets of the Portfolios be held and administered by Custodian pursuant to this Agreement;

WHEREAS, each Portfolio is an investment portfolio represented by a series of Shares constituting part of the capital stock of the Company, an open-end management investment company registered under the 1940 Act;

WHEREAS, Custodian represents that it is a bank having the qualifications prescribed in the 1940 Act to act as custodian for management investment companies registered under the 1940 Act;

NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and Custodian hereby agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following terms, unless the context otherwise requires, shall mean:

1.1 "AUTHORIZED PERSON" means any person authorized by

resolution of the Board of Directors to give Oral Instructions and Written Instructions on behalf of the Company and identified, by name or by office, in Exhibit B hereto or any person designated to do so by an investment adviser of any Portfolio who is named by the Company in Exhibit C hereto.

1.2 "BOARD OF DIRECTORS TRUSTEES" means the Board of Directors of the Company or, when permitted under the 1940 Act, the Executive Committee thereof, if any.

1.3 "BOOK-ENTRY SYSTEM" means a book-entry system maintained by a Federal Reserve Bank for securities of the United States government or of agencies or instrumentalities thereof (including government-sponsored enterprises).

1.4 "BUSINESS DAY" means any day on which banks in the State of New Jersey and New York are open for business.

1.5 "CUSTODY ACCOUNT" means, with respect to a Portfolio, the account in the name of such Portfolio, which is provided for in Section 3.2 below.

1.6 "DOMESTIC SECURITIES DEPOSITORY" means The Depository Trust Company and any other clearing agency registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, which acts as a securities depository.

1.7 "ELIGIBLE DOMESTIC BANK" means a bank as defined in the 1940 Act.

1.8 "ELIGIBLE FOREIGN CUSTODIAN" means any banking institution, trust company or other entity (including any Foreign Securities Depository) organized under the laws of a country other than the United States which is eligible under the 1940 Act to act as a custodian for securities and other assets of a Portfolio held

outside the United States.

1.9 "FOREIGN CUSTODY MANAGER" has the same meaning as in the 1940 Act.

1.10 "FOREIGN SECURITIES DEPOSITORY" means a foreign securities depository or clearing agency as defined in the 1940 Act.

1.11 "MASTER REPURCHASE AGREEMENT" means the Master Repurchase Agreement of even date herewith between the Company and Bear, Stearns & Co. Inc. as it may from time to time be amended.

1.12 "MASTER SECURITIES LOAN AGREEMENT" means the Master Securities Loan Agreement of even date herewith between the Company and Bear, Stearns Securities Corp. as it may from time to time be amended.

1.13 "1940 ACT" means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

1.14 "ORAL INSTRUCTIONS" means instructions orally transmitted to and accepted by Custodian which are (A) reasonably believed by Custodian to have been given by an Authorized Person, (B) recorded and kept among the records of Custodian made in the ordinary course of business, and (C) completed in accordance with Custodian's requirements from time to time as to content of instructions and their manner and timeliness of delivery by the Company.

1.15 "PROPER INSTRUCTIONS" means Oral Instructions or Written Instructions. Proper Instructions may be continuing Written Instructions when deemed appropriate by the Company and Custodian.

1.16 "SECURITIES DEPOSITORY" means any Domestic Securities

Depository or Foreign Securities Depository.

1.17 "SHARES" means, with respect to a Portfolio, those shares in a series or class of the capital stock of the Company that represent interests in such Portfolio.

1.18 "WRITTEN INSTRUCTIONS" means written communications received by Custodian that are (A) reasonably believed by Custodian to have been signed or sent by an Authorized Person, (B) sent or transmitted by letter, facsimile, central processing unit connection, on-line terminal or magnetic tape, and (C) completed in accordance with Custodian's requirements from time to time as to content of instructions and their manner and timeliness of delivery by the Company.

ARTICLE II
APPOINTMENT OF CUSTODIAN

2.1 APPOINTMENT. The Company hereby appoints Custodian as custodian of all such securities, funds and other assets of each Portfolio as may be acceptable to Custodian and from time to time delivered to it by the Company or others for the account of such Portfolio.

2.2 ACCEPTANCE. Custodian hereby accepts appointment as such custodian and agrees to perform the duties thereof as hereinafter set forth.

ARTICLE III
CUSTODY OF SECURITIES, FUNDS AND OTHER ASSETS

3.1 SEGREGATION. All securities and non-cash property of a Portfolio in the possession of Custodian (other than securities maintained by Custodian with a sub-custodian appointed pursuant to this Agreement or in a Securities Depository or Book-Entry System) shall be physically segregated from other such securities

and non-cash property in the possession of Custodian. All cash, securities and other non-cash property of a Portfolio shall be identified as belonging to such Portfolio.

3.2 CUSTODY ACCOUNT. (a) Custodian shall open and maintain in its trust department a custody account in the name of each Portfolio, subject only to draft or order of Custodian, in which Custodian shall enter and carry all securities, funds and other assets of such Portfolio which are delivered to Custodian and accepted by it.

(b) If, with respect to any Portfolio, Custodian at any time fails to receive any of the documents referred to in Section 3.10(a) below, then, until such time as it receives such document, it shall not be obligated to receive any securities into the Custody Account of such Portfolio and shall be entitled to return to such Portfolio any securities that it is holding in such Custody Account.

3.3 SECURITIES IN PHYSICAL FORM. Custodian may, but shall not be obligated to, hold securities that may be held only in physical form.

3.4 DISCLOSURE TO ISSUERS OF SECURITIES. Custodian is authorized to disclose the Company's and any Portfolio's names and addresses, and the securities positions in such Portfolio's Custody Account, to the issuers of such securities when requested by them to do so.

3.5 EMPLOYMENT OF DOMESTIC SUB-CUSTODIANS. At any time and from time to time, Custodian in its discretion may appoint and employ, and may also cease to employ, any Eligible Domestic Bank as sub-custodian to hold securities and other assets of a Portfolio that are maintained in the United States and to carry out such other provisions of this Agreement as it may determine, provided,

however, that the employment of any such sub-custodian has been approved by the Company. The employment of any such sub-custodian shall be at Custodian's expense and shall not relieve Custodian of any of its obligations or liabilities under this Agreement.

3.6 EMPLOYMENT OF FOREIGN SUB-CUSTODIANS. (a) At any time and from time to time, Custodian in its discretion may appoint and employ in accordance with the 1940 Act, and may also cease to employ, (I) any overseas branch of any Eligible Domestic Bank, or (II) any Eligible Foreign Custodian selected by the Foreign Custody Manager, in each case as a foreign sub-custodian for securities and other assets of a Portfolio that are maintained outside the United States, provided, however, that the employment of any such overseas branch has been approved by the Company and, provided further that, in the case of any such Eligible Foreign Custodian, the Foreign Custody Manager has approved, in writing, the agreement (and/or, in the case of a Foreign Securities Depository, the rules and/or established practices and procedures thereof) pursuant to which Custodian employs such Eligible Foreign Custodian.

(b) Set forth on Exhibit D hereto, with respect to each Portfolio, are the foreign sub-custodians (including Foreign Securities Depositories) that Custodian may employ pursuant to Section 3.6(a) above. Exhibit D shall be revised from time to time as foreign sub-custodians are added or deleted.

(c) If the Company proposes to have a Portfolio make an investment which is to be held in a country in which Custodian does not have appropriate arrangements in place with a foreign sub-custodian selected by the Foreign Custody Manager, then the Company shall inform Custodian sufficiently in advance of such investment to allow Custodian to make such arrangements.

(d) Notwithstanding anything to the contrary in Section 8.1

below, Custodian shall have no greater liability to any Portfolio or the Company for the actions or omissions of any foreign sub-custodian appointed pursuant to this Agreement than any such foreign sub-custodian has to Custodian, and Custodian shall not be required to discharge any such liability which may be imposed on it unless and until such foreign sub-custodian has effectively indemnified Custodian against it or has otherwise discharged its liability to Custodian in full.

(e) Upon the request of the Foreign Custody Manager, Custodian shall furnish to the Foreign Custody Manager information concerning all foreign sub-custodians employed pursuant to this Agreement which shall be similar in kind and scope to any such information that may have been furnished to the Foreign Custody Manager in connection with the initial approval by the Foreign Custody Manager of the agreements pursuant to which Custodian employs such foreign sub-custodians or as otherwise required by the 1940 Act.

3.7 EMPLOYMENT OF OTHER AGENTS. Custodian may employ other suitable agents, which may include affiliates of Custodian such as Bear, Stearns & Co. Inc. ("Bear Stearns") or Bear, Stearns Securities Corp.("BS Securities"), both of which are securities broker-dealers, provided, however, that Custodian shall not employ (a) BS Securities to hold any collateral pledged by BS Securities under the Master Securities Loan Agreement or any other securities loan agreement between the Company and BS Securities, whether now or hereafter in effect, or
(b) Bear Stearns to hold any securities purchased from Bear Stearns under the Master Repurchase Agreement or any other repurchase agreement between the Company and Bear Stearns, whether now or hereafter in effect. The appointment of any agent pursuant to this Section 3.7 shall not relieve Custodian of any of its obligations or liabilities under this Agreement.

3.8 BANK ACCOUNTS. In its discretion and from time to time Custodian may open and maintain one or more demand deposit accounts with any Eligible Domestic Bank (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the opening and maintenance of any such account shall be at Custodian's expense and shall not relieve Custodian of any of its obligations or liabilities under this Agreement.

3.9 DELIVERY OF ASSETS TO CUSTODIAN. Provided they are acceptable to Custodian, the Company shall deliver to Custodian the securities, funds and other assets of each Portfolio, including (A) payments of income, payments of principal and capital distributions received by such Portfolio with respect to securities, funds or other assets owned by such Portfolio at any time during the term of this Agreement, and (B) funds received by such Portfolio for the issuance, at any time during such term, of Shares of such Portfolio. Custodian shall not be under any duty or obligation to require the Company to deliver to it any securities or other assets owned by a Portfolio and shall have no responsibility or liability for or on account of securities or other assets not so delivered.

3.10 DOMESTIC SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. Custodian and any sub-custodian appointed pursuant to Section 3.5 above may deposit and/or maintain securities of any Portfolio in a Domestic Securities Depository or in a Book-Entry System, subject to the following provisions:

(a) Prior to a deposit of securities of a Portfolio in any Domestic Securities Depository or Book-Entry System, the Company shall deliver to Custodian a resolution of the Board of Directors, certified by an officer of the Company, authorizing and instructing Custodian (and any sub-custodian appointed pursuant to Section 3.5 above) on an on-going basis to deposit in

such Domestic Securities Depository or Book-Entry System all securities eligible for deposit therein and to make use of such Domestic Securities Depository or Book-Entry System to the extent possible and practical in connection with the performance of its obligations hereunder (or under the applicable sub-custody agreement in the case of such sub-custodian), including, without limitation, in connection with settlements of purchases and sales of securities, loans of securities, and deliveries and returns of collateral consisting of securities.

(b) Securities of a Portfolio kept in a Book-Entry System or Domestic Securities Depository shall be kept in an account ("Depository Account") of Custodian (or of any sub-custodian appointed pursuant to Section 3.5 above) in such Book-Entry System or Domestic Securities Depository which includes only assets held by Custodian (or such sub-custodian) as a fiduciary, custodian or otherwise for customers.

(c) The records of Custodian with respect to securities of a Portfolio that are maintained in a Book-Entry System or Domestic Securities Depository shall at all times identify such securities as belonging to such Portfolio.

(d) If securities purchased by a Portfolio are to be held in a Book-Entry System or Domestic Securities Depository, Custodian (or any sub-custodian appointed pursuant to Section 3.5 above) shall pay for such securities upon (I) receipt of advice from the Book-Entry System or Domestic Securities Depository that such securities have been transferred to the Depository Account, and (II) the making of an entry on the records of Custodian (or of such sub-custodian) to reflect such payment and transfer for the account of such Portfolio. If securities sold by a Portfolio are held in a Book-Entry System or Domestic

Securities Depository, Custodian (or such sub-custodian) shall transfer such securities upon (A) receipt of advice from the Book-Entry System or Domestic Securities Depository that payment for such securities has been transferred to the Depository Account, and (B) the making of an entry on the records of Custodian (or of such sub-custodian) to reflect such transfer and payment for the account of such Portfolio.

(e) Custodian shall provide the Company with copies of any report obtained by Custodian (or by any sub-custodian appointed pursuant to Section 3.5 above) from a Book-Entry System or Domestic Securities Depository in which securities of a Portfolio are kept on the internal accounting controls and procedures for safeguarding securities deposited in such Book-Entry System or Domestic Securities Depository.

(f) At its election, the Company shall be subrogated to the rights of Custodian (or of any sub-custodian appointed pursuant to Section 3.5 above) with respect to any claim against a Book-Entry System or Domestic Securities Depository or any other person for any loss or damage to a Portfolio arising from the use of such Book-Entry System or Domestic Securities Depository, if and to the extent that such Portfolio has not been made whole for any such loss or damage.

3.11 RELATIONSHIP WITH SECURITIES DEPOSITORIES. No Book-Entry System, Securities Depository, or other securities depository or clearing agency (whether foreign or domestic) which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of Section 3.7 above or otherwise.

3.12 PAYMENTS FROM CUSTODY ACCOUNT. Upon receipt of Proper Instructions with respect to a Portfolio but subject to its right to foreclose upon and liquidate collateral pledged to it pursuant to Section 9.3 below, Custodian shall make payments from the Custody Account of such Portfolio, but only in the following

cases, provided, FIRST, that such payments are in connection with the clearance and/or custody of securities or other assets, SECOND, that there are sufficient funds in such Custody Account, whether belonging to such Portfolio or advanced to it by Custodian in its sole and absolute discretion as set forth in Section 3.18 below, for Custodian to make such payments, and, THIRD, that after the making of such payments, such Portfolio would not be in violation of any margin or other requirements agreed upon pursuant to Section 3.18 below:

(a) For the purchase of securities for such Portfolio but only (I) in the case of securities (other than options on securities, futures contracts and options on futures contracts), against the delivery to Custodian (or any sub-custodian appointed pursuant to this Agreement) of such securities registered as provided in Section 3.20 below or in proper form for transfer or, if the purchase of such securities is effected through a Book-Entry System or Domestic Securities Depository, in accordance with the conditions set forth in
Section 3.10 above, and (II) in the case of options, futures contracts and options on futures contracts, against delivery to Custodian (or such sub-custodian) of evidence of title thereto in favor of such Portfolio, the Custodian, any such sub-custodian, or any nominee referred to in Section 3.20 below;

(b) In connection with the conversion, exchange or surrender, as set forth in Section 3.13(f) below, of securities owned by such Portfolio;

(c) For transfer in accordance with the provisions of any agreement among the Company, Custodian and a securities broker-dealer, relating to compliance with rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with

transactions of such Portfolio;

(d) For transfer in accordance with the provisions of any agreement among the Company, Custodian and a futures commission merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding margin or other deposits in connection with transactions of such Portfolio;

(e) For the funding of any time deposit (whether certificated or not) or other interest-bearing account with any banking institution (including Custodian), provided that Custodian shall receive and retain such certificate, advice, receipt or other evidence of deposit (if any) as such banking institution may deliver with respect to any such deposit or account;

(f) For the purchase from a banking or other financial institution of loan participations, but only if Custodian has in its possession a copy of the agreement between the Company and such banking or other financial institution with respect to the purchase of such loan participations and provided that Custodian shall receive and retain such participation certificate or other evidence of participation (if any) as such banking or other financial institution may deliver with respect to any such loan participation;

(g) For the purchase and/or sale of foreign currencies or of options to purchase and/or sell foreign currencies, for spot or future delivery, for the account of such Portfolio pursuant to contracts between the Company and any banking or other financial institution (including Custodian, any sub-custodian appointed pursuant to this Agreement and any affiliate of Custodian);

(h) For transfer to a securities broker-dealer as margin for

a short sale of securities for such Portfolio, or as payment in lieu of dividends paid on securities sold short for such Portfolio;

(i) For the payment as provided in Article IV below of any dividends, capital gain distributions or other distributions declared on the Shares of such Portfolio;

(j) For the payment as provided in Article IV below of the redemption price of the Shares of such Portfolio;

(k) For the payment of any expense or liability incurred by such Portfolio, including but not limited to the following payments for the account of such Portfolio: interest, taxes, and administration, investment advisory, accounting, auditing, transfer agent, custodian, trustee and legal fees, and other operating expenses of such Portfolio; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses; and

(l) For any other proper purpose, but only upon receipt of Proper Instructions, specifying the amount and purpose of such payment, certifying such purpose to be a proper purpose of such Portfolio, and naming the person or persons to whom such payment is to be made.

3.13 DELIVERIES FROM CUSTODY ACCOUNT. Upon receipt of Proper Instructions with respect to a Portfolio but subject to its right to foreclose upon and liquidate collateral pledged to it pursuant to Section 9.3 below, Custodian shall release and deliver securities and other assets from the Custody Account of such Portfolio, but only in the following cases, provided, FIRST, that such deliveries are in connection with the clearance and/or custody of securities or other assets, SECOND, there are sufficient amounts and types of securities or other assets in such Custody Account for Custodian to make such deliveries, and,

THIRD, that after the making of such deliveries, such Portfolio would not be in violation of any margin or other requirements agreed upon pursuant to Section 3.18 below:

(a) Upon the sale of securities for the account of such Portfolio but, subject to Section 3.14 below, only against receipt of payment therefor or, if such sale is effected through a Book-Entry System or Domestic Securities Depository, in accordance with the provisions of Section 3.10 above;

(b) To an offeror's depository agent in connection with tender or other similar offers for securities of such Portfolio; provided that, in any such case, the funds or other consideration for such securities is to be delivered to Custodian;

(c) To the issuer thereof or its agent when such securities are called, redeemed or otherwise become payable, provided that in any such case the funds or other consideration for such securities is to be delivered to Custodian;

(d) To the issuer thereof or its agent for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to Custodian;

(e) To the securities broker through whom securities are being sold for such Portfolio, for examination in accordance with the "street delivery" custom;

(f) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement, including surrender or receipt

of underlying securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new securities and funds, if any, are to be delivered to Custodian;

(g) In the case of warrants, rights or similar securities, to the issuer of such warrants, rights or similar securities, or its agent, upon the exercise thereof, provided that, in any such case, the new securities and funds, if any, are to be delivered to Custodian;

(h) To the borrower thereof, or its agent, in connection with any loans of securities for such Portfolio pursuant to any securities loan agreement entered into by the Company, but only against receipt by Custodian of such collateral as is required under such securities loan agreement;

(i) To any lender, or its agent, as collateral for any borrowings from such lender by such Portfolio that require a pledge of assets of such Portfolio, but only against receipt by Custodian of the amounts borrowed;

(j) Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of such Portfolio or the Company;

(k) For delivery in accordance with the provisions of any agreement among the Company, Custodian and a securities broker- dealer, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions of such Portfolio;

(l) For delivery in accordance with the provisions of any

agreement among the Company, Custodian, and a futures commission merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding margin or other deposits in connection with transactions of such Portfolio;

(m) For delivery to a securities broker-dealer as margin for a short sale of securities for such Portfolio;

(n) To the issuer of American Depositary Receipts or International Depositary Receipts (hereinafter, collectively, "ADRs") for such securities, or its agent, against a written receipt therefor adequately describing such securities, provided that such securities are delivered together with instructions to issue ADRs in the name of Custodian or its nominee and to deliver such ADRs to Custodian;

(o) In the case of ADRs, to the issuer thereof, or its agent, against a written receipt therefor adequately describing such ADRs, provided that such ADRs are delivered together with instructions to deliver the securities underlying such ADRs to Custodian or an agent of Custodian; or

(p) For any other proper purpose, but only upon receipt of Proper Instructions, specifying the securities or other assets to be delivered, setting forth the purpose for which such delivery is to be made, certifying such purpose to be a proper purpose of such Portfolio, and naming the person or persons to whom delivery of such securities or other assets is to be made.

3.14 DELIVERY PRIOR TO FINAL PAYMENT. When instructed by the Company to deliver securities of a Portfolio against payment, Custodian shall be entitled, but only if in accordance with generally accepted market practice, to deliver such securities prior to actual receipt of final payment therefor and, exclusively in the

case of securities in physical form, prior to receipt of payment therefor. In any such case, such Portfolio shall bear the risk that final payment for such securities may not be made or that such securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and Custodian shall have no liability for any of the foregoing.

3.15 CREDIT PRIOR TO FINAL PAYMENT. In its sole discretion and from time to time, Custodian may credit the Custody Account of a Portfolio, prior to actual receipt of final payment thereof, with (A) proceeds from the sale of securities of such Portfolio which it has been instructed to deliver against payment, (B) proceeds from the redemption of securities or other assets in such Custody Account, and (C) income from securities, funds or other assets in such Custody Account. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. Custodian may, in its sole discretion and from time to time, permit a Portfolio to use funds so credited to its Custody Account in anticipation of actual receipt of final payment. Any funds so used shall constitute an advance subject to Section 3.18 below.

3.16 DEFINITION OF FINAL PAYMENT. For purposes of this Agreement, "final payment" means payment in funds which are (or have become) immediately available, under applicable law are irreversible, and are not subject to any security interest, levy, lien or other encumbrance.

3.17 PAYMENTS AND DELIVERIES OUTSIDE THE UNITED STATES. Notwithstanding anything to the contrary that may be required by Section 3.12 or Section 3.13 above, or elsewhere in this Agreement, in the case of securities and other assets maintained outside the United States and in the case of payments made outside the United States, Custodian and any sub-custodian appointed pursuant to this Agreement may receive and deliver such

securities or other assets, and may make such payments, in accordance with the laws, regulations, customs, procedures and practices applicable in the relevant local market outside the United States.

3.18 CLEARING CREDIT. Custodian may, in its sole discretion and from time to time, advance funds to the Company to facilitate the settlement of a Portfolio's transactions in the Custody Account of such Portfolio. Any such advance (A) shall be repayable immediately upon demand made by Custodian, (B) shall be fully secured as provided in Section 9.3 below, and (C) shall bear interest at such rate, and be subject to such other terms and conditions, as Custodian and the Company may agree.

3.19 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise instructed by the Company, Custodian shall with respect to all securities and other assets held for a Portfolio:

(a) Subject to Section 8.4 below, receive into the Custody Account of such Portfolio any funds or other property, including payments of principal, interest and dividends, due and payable on or on account of such securities and other assets;

(b) Deliver securities of such Portfolio to the issuers of such securities or their agents for the transfer thereof into the name of such Portfolio, Custodian or any of the nominees referred to in Section 3.20 below;

(c) Endorse for collection, in the name of such Portfolio, checks, drafts and other negotiable instruments;

(d) Surrender interim receipts or securities in temporary form for securities in definitive form;

(e) Execute, as custodian, any necessary declarations or

certificates of ownership under the federal income tax laws of the United States, or the laws or regulations of any other taxing authority, in connection with the transfer of such securities or other assets or the receipt of income or other payments with respect thereto;

(f) Receive and hold for such Portfolio all rights and similar securities issued with respect to securities or other assets of such Portfolio;

(g) As may be required in the execution of Proper Instructions, transfer funds from the Custody Account of such Portfolio to any demand deposit account maintained by Custodian pursuant to Section 3.8 above; and

(h) In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase and transfer of, and other dealings in, such securities and other assets.

3.20 REGISTRATION AND TRANSFER OF SECURITIES. All securities held for a Portfolio that are issuable only in bearer form shall be held by Custodian in that form, provided that any such securities shall be held in a Securities Depository or Book-Entry System if eligible therefor. All other securities and all other assets held for a Portfolio may be registered in the name of (A) Custodian as agent, (B) any sub-custodian appointed pursuant to this Agreement,
(C) any Securities Depository, or (D) any nominee or agent of any of them. The Company shall furnish to Custodian appropriate instruments to enable Custodian to hold or deliver in proper form for transfer, or to register as in this
Section 3.20 provided, any securities or other assets delivered to Custodian which are registered in the name of a Portfolio.

3.21 RECORDS. (A) Custodian shall maintain complete and

accurate records with respect to securities, funds and other assets held for a Portfolio, including (I) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of securities and all receipts and disbursements of funds; (II) ledgers (or other records) reflecting (A) securities in transfer, if any, (B) securities in physical possession, (C) monies and securities borrowed and monies and securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest accrued; and (III) cancelled checks and bank records related thereto. Custodian shall keep such other books and records with respect to securities, funds and other assets of a Portfolio which are held hereunder as the Company may reasonably request.

(b) All such books and records maintained by Custodian for a Portfolio shall (I) be maintained in a form acceptable to the Company and in compliance with rules and regulations of the Securities and Exchange Commission, (II) be the property of such Portfolio and at all times during the regular business hours of Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Company and employees or agents of the Securities and Exchange Commission, and (III) if required to be maintained under the 1940 Act, be preserved for the periods prescribed therein.

3.22 ACCOUNT REPORTS BY CUSTODIAN. Custodian shall furnish the Company with a daily activity statement, including a summary of all transfers to or from the Custody Account of each Portfolio (in the case of securities and other assets maintained in the United States, on the day following such transfers). At least monthly and from time to time, Custodian shall furnish the Company with a detailed statement of the securities, funds and other assets held for each Portfolio under this Agreement.

3.23 OTHER REPORTS BY CUSTODIAN. Custodian shall provide the Company with such reports as the Company may reasonably request from time to time on the internal accounting controls and procedures for safeguarding securities which are employed by Custodian or any sub-custodian appointed pursuant to this Agreement.

3.24 PROXIES AND OTHER MATERIALS. (a) Unless otherwise instructed by the Company, Custodian shall promptly deliver to the Company all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a Portfolio, Custodian shall promptly request instructions from the Company on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Company timely informs Custodian that the Company wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Company. Unless otherwise instructed by the Company, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder.

(b) Unless otherwise instructed by the Company, Custodian shall promptly transmit to the Company all other written information received by Custodian from issuers of securities held in the Custody Account of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Company all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or

participating in such other corporate transaction. If the Company, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Company shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five Business Days prior to the date on which Custodian is to take such action.

3.25 CO-OPERATION. Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Company to keep the books of account of a Portfolio and/or to compute the value of the assets of a Portfolio.

ARTICLE IV
REDEMPTION OF PORTFOLIO SHARES;
DIVIDENDS AND OTHER DISTRIBUTIONS

4.1 TRANSFER OF FUNDS. From such funds as may be available for the purpose in the Custody Account of a Portfolio, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of such Portfolio or to pay dividends or other distributions to holders of Shares of such Portfolio, Custodian shall transfer each amount specified in such Proper Instructions to such account of such Portfolio or of an agent thereof (other than Custodian), at such bank, as the Company may designate therein with respect to such amount.

4.2 SOLE DUTY OF CUSTODIAN. Custodian's sole obligation with respect to the redemption of Shares of a Portfolio and the payment of dividends and other distributions thereon shall be its obligation set forth in Section 4.1 above, and Custodian shall

not be required to make any payments to the various holders from time to time of Shares of a Portfolio nor shall Custodian be responsible for the payment or distribution by the Company, or any agent designated in Proper Instructions given pursuant to Section 4.1 above, of any amount paid by Custodian to the account of the Company or such agent in accordance with such Proper Instructions.

ARTICLE V
SEGREGATED ACCOUNTS

Upon receipt of Proper Instructions to do so, Custodian shall establish and maintain a segregated account or accounts for and on behalf of any Portfolio, into which account or accounts may be transferred funds and/or securities, including securities maintained in a Securities Depository:

(a) in accordance with the provisions of any agreement among the Company, Custodian and a securities broker-dealer (or any futures commission merchant), relating to compliance with the rules of The Options Clearing Corporation or of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions of such Portfolio,

(b) for purposes of segregating funds or securities in connection with securities options purchased or written by such Portfolio or in connection with financial futures contracts (or options thereon) purchased or sold by such Portfolio,

(c) which constitute collateral for loans of securities made by such Portfolio,

(d) for purposes of compliance by such Portfolio with requirements under the 1940 Act for the maintenance of segregated

accounts by registered management investment companies in connection with reverse repurchase agreements, when-issued, delayed delivery and firm commitment transactions, and short sales of securities, and

(e) for other proper purposes, but only upon receipt of Proper Instructions, specifying the purpose or purposes of such segregated account and certifying such purposes to be proper purposes of such Portfolio.

ARTICLE VI
CERTAIN REPURCHASE TRANSACTIONS

6.1 TRANSACTIONS. If and to the extent that the necessary funds and securities of a Portfolio have been entrusted to it under this Agreement, and subject to Custodian's right to foreclose upon and liquidate collateral pledged to it pursuant to Section 9.3 below, Custodian, as agent of such Portfolio, shall from time to time (and unless the Company gives it Proper Instructions to do otherwise) make from the Custody Account of such Portfolio the transfers of funds and deliveries of securities which such Portfolio is required to make pursuant to the Master Repurchase Agreement and shall receive for the Custody Account of such Portfolio the transfers of funds and deliveries of securities which the seller under the Master Repurchase Agreement is required to make pursuant thereto. Custodian shall make and receive all such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Master Repurchase Agreement.

6.2 COLLATERAL. Custodian shall daily mark to market the securities purchased under the Master Repurchase Agreement and held in the Custody Account of a Portfolio, and shall give to the seller thereunder any such notice as may be required thereby in connection with such mark-to-market.

6.3 EVENTS OF DEFAULT. Custodian shall promptly notify the Company of any event of default under the Master Repurchase Agreement (as such term "event of default" is defined therein) of which it has actual knowledge.

6.4 MASTER REPURCHASE AGREEMENT. Custodian hereby acknowledges its receipt from the Company of a copy of the Master Repurchase Agreement. The Company shall provide Custodian, prior to the effectiveness thereof, with a copy of any amendment to the Master Repurchase Agreement.

ARTICLE VII
CERTAIN SECURITIES LENDING TRANSACTIONS

7.1 TRANSACTIONS. If and to the extent that the necessary funds and securities of a Portfolio have been entrusted to it under this Agreement, and subject to Custodian's right to foreclose upon and liquidate collateral pledged to it pursuant to Section 9.3 below, Custodian, as agent of such Portfolio, shall from time to time (and unless the Company gives it Proper Instructions to do otherwise) make from the Custody Account of such Portfolio the transfers of funds and deliveries of securities which such Portfolio is required to make pursuant to the Master Securities Loan Agreement and shall receive for the Custody Account of such Portfolio the transfers of funds and deliveries of securities which the borrower under the Master Securities Loan Agreement is required to make pursuant thereto. Custodian shall make and receive all such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Master Securities Loan Agreement.

7.2 COLLATERAL. Custodian shall daily mark to market, in the manner provided for in the Master Securities Loan Agreement, all loans of securities which may from time to time be outstanding

thereunder.

7.3 DEFAULTS. Custodian shall promptly notify the Company of any default under the Master Securities Loan Agreement (as such term "default" is defined therein) of which it has actual knowledge.

7.4 MASTER SECURITIES LOAN AGREEMENT. Custodian hereby acknowledges its receipt from the Company of a copy of the Master Securities Loan Agreement. The Company shall provide Custodian, prior to the effectiveness thereof, with a copy of any amendment to the Master Securities Loan Agreement.

ARTICLE VIII
CONCERNING THE CUSTODIAN

8.1 STANDARD OF CARE. Custodian shall be held to the exercise of reasonable care in carrying out its obligations under this Agreement, and shall be without liability to any Portfolio or the Company for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim which does not arise from willful misfeasance, bad faith or negligence on the part of Custodian. Custodian shall be entitled to rely on and may act upon advice of counsel in all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In no event shall Custodian be liable for special, incidental or consequential damages, even if Custodian has been advised of the possibility of such damages, or be liable in any manner whatsoever for any action taken or omitted upon instructions from the Company or any agent of the Company.

8.2 ACTUAL COLLECTION REQUIRED. Custodian shall not be liable for, or considered to be the custodian of, any funds belonging to a Portfolio or any money represented by a check, draft or other instrument for the payment of money, until Custodian or its agents actually receive such funds or collect on such instrument.

8.3 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the extent that it is in the exercise of reasonable care, Custodian shall not be responsible for the title, validity or genuineness of any assets or evidence of title thereto received or delivered by it or its agents.

8.4 LIMITATION ON DUTY TO COLLECT. Custodian shall promptly notify the Company whenever any money or property due and payable from or on account of any securities or other assets held hereunder for a Portfolio is not timely received by it. Custodian shall not, however, be required to enforce collection, by legal means or otherwise, of any such money or other property not paid when due, but shall receive the proceeds of such collections as may be effected by it or its agents in the ordinary course of Custodian's custody and safekeeping business or of the custody and safekeeping business of such agents.

8.5 EXPRESS DUTIES ONLY. Custodian shall have no duties or obligations whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against Custodian. Custodian shall have no discretion whatsoever with respect to the management, disposition or investment of the Custody Account of any Portfolio and is not a fiduciary to any Portfolio or the Company. In particular, Custodian shall not be under any obligation at any time to monitor or to take any other action with respect to compliance by any Portfolio or the Company with the 1940 Act, the provisions of the Corporation's charter documents or by-laws, or any Portfolio's investment objectives, policies and limitations as in effect from time to time.

ARTICLE IX
INDEMNIFICATION

9.1 INDEMNIFICATION. Each Portfolio shall indemnify and hold harmless Custodian, any sub-custodian appointed pursuant to this Agreement and any nominee of any of them, from and against any loss, damages, cost, expense (including attorneys' fees and disbursements), liability (including, without limitation, liability arising under the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any federal, state or foreign securities and/or banking laws) or claim arising directly or indirectly (a) from the fact that securities or other assets in the Custody Account of such Portfolio are registered in the name of any such nominee, or (b) from any action or inaction, with respect to such Portfolio, by Custodian or such sub-custodian or nominee
(i) at the request or direction of or in reliance on the advice of the Company or any of its agents, or (ii) upon Proper Instructions, or (c) generally, from the performance of its obligations under this Agreement with respect to such Portfolio, provided that Custodian, any such sub-custodian or any nominee of any of them shall not be indemnified and held harmless from and against any such loss, damage, cost, expense, liability or claim arising from willful misfeasance, bad faith or negligence on the part of Custodian or any such sub-custodian or nominee.

9.2 INDEMNITY TO BE PROVIDED. If the Company requests Custodian to take any action with respect to securities or other assets of a Portfolio, which may, in the opinion of Custodian, result in Custodian or its nominee becoming liable for the payment of money or incurring liability of some other form, Custodian shall not be required to take such action until such Portfolio shall have provided indemnity therefor to Custodian in an amount and form satisfactory to Custodian.

9.3 SECURITY. As security for the payment of any present or future obligation or liability of any kind which a Portfolio may have to Custodian with respect to or in connection with the

Custody Account of such Portfolio or this Agreement, or which such Portfolio may otherwise have to Custodian, the Company hereby pledges to Custodian all securities, funds and other assets of every kind which are in such Custody Account or otherwise held for such Portfolio pursuant to this Agreement, and hereby grants to Custodian a lien, right of set-off and continuing security interest in such securities, funds and other assets.

ARTICLE X
FORCE MAJEURE

Custodian shall not be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; actions by any governmental authority, DE JURE or DE FACTO; or inability to obtain labor, material, equipment or transportation.

ARTICLE XI
REPRESENTATIONS AND WARRANTIES

11.1 REPRESENTATIONS WITH RESPECT TO PORTFOLIOS. The Company represents and warrants that (a) it has all necessary power and authority to perform the obligations hereunder of each Portfolio, (b) the execution and delivery by it of this Agreement, and the performance by it of the obligations hereunder of each Portfolio, have been duly authorized by all necessary action and will not violate any law, regulation, charter, by-law, or other

instrument, restriction or provision applicable to it or such Portfolio or by which it or such Portfolio, or their respective assets, may be bound, and (c) this Agreement constitutes a legal, valid and binding obligation of each Portfolio, enforceable against it in accordance with its terms.

11.2 REPRESENTATIONS OF CUSTODIAN. Custodian represents and warrants that
(a) it has all necessary power and authority to perform its obligations hereunder, (b) the execution and delivery by it of this Agreement, and the performance by it of its obligations hereunder, have been duly authorized by all necessary action and will not violate any law, regulation, charter, by-law, or other instrument, restriction or provision applicable to it or by which it or its assets may be bound, and (c) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms.

ARTICLE XII
COMPENSATION OF CUSTODIAN

Each Portfolio shall pay Custodian such fees and charges as are set forth in Exhibit E hereto, as such Exhibit E may from time to time be revised by Custodian upon 14 days' prior written notice to the Company. Any annual fee or other charges payable by a Portfolio shall be paid monthly by automatic deduction from funds available therefor in the Custody Account of such Portfolio, or, if there are no such funds, upon presentation of an invoice therefor. Out-of-pocket expenses incurred by Custodian in the performance of its services hereunder for any Portfolio and all other proper charges and disbursements of the Custody Account of such Portfolio shall be charged to such Custody Account by Custodian and paid in the same manner as the annual fee and other charges referred to in this Article XII.

ARTICLE XIII

TAXES

13.1 TAXES PAYABLE BY PORTFOLIOS. Any and all taxes, including any interest and penalties with respect thereto, which may be levied or assessed under present or future laws or in respect of the Custody Account of any Portfolio or any income thereof shall be charged to such Custody Account by Custodian and paid in the same manner as the annual fee and other charges referred to in Article XII above.

13.2 TAX RECLAIMS. Upon the written request of the Company, Custodian shall exercise, on behalf of any Portfolio, any tax reclaim rights of such Portfolio which arise in connection with foreign securities in the Custody Account of such Portfolio.

ARTICLE XIV
AUTHORIZED PERSONS; NOTICES

14.1 AUTHORIZED PERSONS. Custodian may rely upon and act in accordance with any notice, confirmation, instruction or other communication which is reasonably believed by Custodian to have been given or signed on behalf of the Company by one of the Authorized Persons designated by the Company in Exhibit B hereto, as it may from time to time be revised. The Company may revise Exhibit B hereto at any time by notice in writing to Custodian given in accordance with Section 14.4 below, but no revision of Exhibit B hereto shall be effective until Custodian actually receives such notice.

14.2 INVESTMENT ADVISERS. Custodian may also rely upon and act in accordance with any Written or Oral Instructions given with respect to a Portfolio which are reasonably believed by Custodian to have been given or signed by one of the persons designated from time to time by any of the investment advisers of such Portfolio

who are specified in Exhibit C hereto (if any) as it may from time to time be revised. The Company may revise Exhibit C hereto at any time by notice in writing to Custodian given in accordance with Section 14.4 below, and each investment adviser specified in Exhibit C hereto (if any) may at any time by like notice designate an Authorized Person or remove an Authorized Person previously designated by it, but no revision of Exhibit C hereto (if any) and no designation or removal by such investment adviser shall be effective until Custodian actually receives such notice.

14.3 ORAL INSTRUCTIONS. Custodian may rely upon and act in accordance with Oral Instructions. All Oral Instructions shall be confirmed to Custodian in Written Instructions. However, if Written Instructions confirming Oral Instructions are not received by Custodian prior to a transaction, it shall in no way affect the validity of the transaction authorized by such Oral Instructions or the authorization given by an Authorized Person to effect such transaction. Custodian shall incur no liability to any Portfolio or the Company in acting upon Oral Instructions. To the extent such Oral Instructions vary from any confirming Written Instructions, Custodian shall advise the Company of such variance but unless confirming Written Instructions are timely received, such Oral Instructions shall govern.

14.4 ADDRESSES FOR NOTICES. Unless otherwise specified herein, all demands, notices, instructions, and other communications to be given hereunder shall be sent, delivered or given to the recipient at the address, or the relevant telephone number, set forth after its name hereinbelow:

Attention:
          ------------------------------
Telephone: (302)     -
                ----   ----
Facsimile: (302)     -
                ----   ----

If to Custodian:

CUSTODIAL TRUST COMPANY
101 Carnegie Center

Princeton, New Jersey 08540-6231
Attention: VICE PRESIDENT - TRUST OPERATIONS
Telephone: (609) 951-2320
Facsimile: (609) 951-2327

or at such other address as either party hereto shall have provided to the other by notice given in accordance with this Section 14.4. Writing shall include transmissions by or through teletype, facsimile, central processing unit connection, on-line terminal and magnetic tape.

14.5 REMOTE CLEARANCE. Written Instructions for the receipt, delivery or transfer of securities may include, and Custodian shall accept, Remote Clearance Instructions (as defined hereinbelow) and Bulk Input Instructions (as defined hereinbelow), provided that such Instructions are given in accordance with the procedures prescribed by Custodian from time to time as to content of instructions and their manner and timeliness of delivery by Customer. Custodian shall be entitled to conclusively assume that all Remote Clearance Instructions and Bulk Input Instructions have been given by an Authorized Person, and Custodian is hereby irrevocably authorized to act in accordance therewith. For purposes of this Agreement, "Remote Clearance Instructions" means instructions that are input directly via a remote terminal which is located on the premises

of the Company, or of an investment adviser named in Exhibit C hereto, and linked to Custodian; and "Bulk Input Instructions" means instructions that are input by bulk input computer tape delivered to Custodian by messenger or transmitted to it via such transmission mechanism as the Company and Custodian shall from time to time agree upon.

ARTICLE XV
TERMINATION

Either party hereto may terminate this Agreement with respect to one or more of the Portfolios by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than sixty (60) days after the date of the giving of such notice. Upon the date set forth in such notice this Agreement shall terminate with respect to each Portfolio specified in such notice, and Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on that date (a) deliver directly to the successor custodian or its agents all securities (other than securities held in a Book-Entry System or Securities Depository) and other assets then owned by such Portfolio and held by Custodian as custodian, and (b) transfer any securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of such Portfolio, provided that such Portfolio shall have paid to Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled.

ARTICLE XVI
MISCELLANEOUS

16.1 BUSINESS DAYS. Nothing contained in this Agreement shall require Custodian to perform any function or duty on a day other than a Business Day.

16.2 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof.

16.3 REFERENCES TO CUSTODIAN. The Company shall not circulate any printed matter which contains any reference to Custodian without the prior written approval of Custodian, excepting printed matter contained in the prospectus or statement of additional information for a Portfolio and such other printed matter as merely identifies Custodian as custodian for a Portfolio. The Company shall submit printed matter requiring approval to Custodian in draft form, allowing sufficient time for review by Custodian and its counsel prior to any deadline for printing.

16.4 NO WAIVER. No failure by either party hereto to exercise, and no delay by such party in exercising, any right hereunder shall operate as a waiver thereof. The exercise by either party hereto of any right hereunder shall not preclude the exercise of any other right, and the remedies provided herein are cumulative and not exclusive of any remedies provided at law or in equity.

16.5 AMENDMENTS. This Agreement cannot be changed orally and, except as otherwise provided herein with respect to the Exhibits attached hereto, no amendment to this Agreement shall be effective unless evidenced by an instrument in writing executed by the parties hereto.

16.6 COUNTERPARTS. This Agreement may be executed in one or more counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.

16.7 SEVERABILITY. If any provision of this Agreement shall be

invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

16.8 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; PROVIDED, HOWEVER, that this Agreement shall not be assignable by either party hereto without the written consent of the other party. Any purported assignment in violation of this Section 16.8 shall be void.

16.9 JURISDICTION. Any suit, action or proceeding with respect to this Agreement may be brought in the Supreme Court of the State of New York, County of New York, or in the United States District Court for the Southern District of New York, and the parties hereto hereby submit to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding, and hereby waive for such purpose any other preferential jurisdiction by reason of their present or future domicile or otherwise.

16.10 HEADINGS. The headings of sections in this Agreement are for convenience of reference only and shall not affect the meaning or construction of any provision of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its representative thereunto duly authorized, all as of the day and year first above written.

THE RBB FUND, INC.
with respect to and on behalf
of the Portfolios identified on
Exhibit A hereto

CUSTODIAL TRUST COMPANY

EXHIBIT A
PORTFOLIOS

- BEA Long-Short Market Neutral Fund
- BEA Long-Short Equity Fund

EXHIBIT B
AUTHORIZED PERSONS

Set forth below are the names and specimen signatures of the persons authorized by the Company to administer the Custody Accounts of the Portfolios.

NAME

SIGNATURE

EXHIBIT C

INVESTMENT ADVISERS

ALL PORTFOLIOS

BEA Associates

EXHIBIT D

APPROVED FOREIGN SUB-CUSTODIANS AND SECURITIES DEPOSITORIES

ALL PORTFOLIOS

FOREIGN SUB-CUSTODIAN COUNTRY(IES) SECURITIES DEPOSITORIES

EXHIBIT E

CUSTODY FEES AND TRANSACTION CHARGES

(BEA LONG-SHORT MARKET NEUTRAL FUND)

DOMESTIC FEES. Assets maintained by the BEA Long-Short Market Neutral Fund ("Portfolio One") in the United States are hereinafter referred to as "Domestic Assets". FOR PURPOSES OF CALCULATING THE ANNUAL FEE HEREINAFTER PROVIDED FOR AND CHARGING THE TRANSACTION FEES HEREINAFTER PROVIDED FOR, ALL DOMESTIC ASSETS HELD IN THE ACCOUNT ESTABLISHED PURSUANT TO THE SPECIAL CUSTODY ACCOUNT AMONG THE COMPANY, CUSTODIAN AND BEAR STEARNS, DATED AS OF MAY __, 1998, SHALL BE DEEMED TO BE HELD IN THE CUSTODY ACCOUNT OF PORTFOLIO ONE UNDER THIS AGREEMENT AND ALL TRANSACTIONS IN SUCH DOMESTIC ASSETS SHALL BE DEEMED TO HAVE OCCURRED IN SUCH CUSTODY ACCOUNT.

Portfolio One shall pay Custodian the following fees for Domestic Assets and the following charges for transactions in the United States, all such fees and charges to be payable monthly:

(1) an annual fee equal to the sum of (a) 0.04% (four basis points) per annum of the value of the Domestic Assets held in Portfolio One's Custody Account up to $50 million, plus (b) 0.02% (two basis points) per annum of the amount by which the value of such Domestic Assets is more than $50 million but less than $200 million, plus (c) 0.01% (one basis point) per annum of the amount by which the value of such Domestic Assets exceeds $200 million, with each such percentage fee to be based upon the total market value of such Domestic Assets as determined on the last Business Day of the month for which such fee is charged;

(2) a transaction charge of $25 for each receive or deliver into or from such Custody Account of securities in physical form;

(3) a transaction charge for each repurchase transaction in such Custody Account which represents a cash sweep investment for Portfolio One's account, computed on the basis of a 360-day year and for the actual number of days such repurchase transaction is outstanding at a rate of 0.10% (ten basis points) per annum on the amount of the purchase price paid by Portfolio One in such repurchase transaction;

(4) a charge of $10 for each "free" transfer of funds from such Custody Account;

(5) an administrative fee for each purchase in such Custody Account of shares or other interests in a money market or other fund, which purchase represents a cash sweep investment for Portfolio One's account, computed for each day that there is a positive balance in such fund to equal 1/365th of 0.10% (ten basis points) on the amount of such positive balance for such day; and

(6) a service charge for each holding of securities or other assets of Portfolio One that are sold by way of private placement or in such other manner as to require services by Custodian which in its reasonable judgment are materially in excess of those ordinarily required for the holding of publicly traded securities in the United States.

INTERNATIONAL FEES. Portfolio One shall pay Custodian fees for assets maintained by Portfolio One outside the United States ("Foreign Assets") and charges for transactions by Portfolio One outside the United States (including, without limitation, charges for funds transfers and tax reclaims) in accordance with such schedule of fees and charges for each country in which Foreign Assets of Portfolio One are held as Custodian shall from time to time provide to the Company. Any asset-based fee shall be based

upon the total market value of the applicable Foreign Assets as determined on the last Business Day of the month for which such fee is charged.

(BEA LONG-SHORT EQUITY FUND)

DOMESTIC FEES. BEA Long-Short Equity Fund ("Portfolio Two") shall pay Custodian the following fees for assets maintained by Portfolio Two in the United States ("Domestic Assets") and the following charges for transactions by Portfolio Two in the United States, all such fees and charges to be payable monthly:

(1) an annual fee equal to the sum of (a) 0.02% (two basis points) per annum of the value of the Domestic Assets held in Portfolio Two's Custody Account up to $50 million, plus (b) 0.01% (one basis point) per annum of the amount by which the value of such Domestic Assets is more than $50 million but less than $200 million, plus (c) 0.005% (one-half basis point) per annum of the amount by which the value of such Domestic Assets exceeds $200 million, with each such percentage fee to be based upon the total market value of such Domestic Assets as determined on the last Business Day of the month for which such fee is charged;

(2) a transaction charge of $25 for each receive or deliver into or from such Custody Account of securities in physical form;

(3) a transaction charge for each repurchase transaction in such Custody Account which represents a cash sweep investment for Portfolio Two's account, computed on the basis of a 360-day year and for the actual number of days such repurchase transaction is outstanding at a rate of 0.10% (ten basis points) per annum on the amount of the purchase price paid by Portfolio Two in such repurchase transaction;

(4) a charge of $10 for each "free" transfer of funds from such Custody Account;

(5) an administrative fee for each purchase in such Custody

Account of shares or other interests in a money market or other fund, which purchase represents a cash sweep investment for Portfolio Two's account, computed for each day that there is a positive balance in such fund to equal 1/365th of 0.10% (ten basis points) on the amount of such positive balance for such day; and

(6) a service charge for each holding of securities or other assets of Portfolio Two that are sold by way of private placement or in such other manner as to require services by Custodian which in its reasonable judgment are materially in excess of those ordinarily required for the holding of publicly traded securities in the United States.

INTERNATIONAL FEES. Portfolio Two shall pay Custodian fees for assets maintained by Portfolio Two outside the United States ("Foreign Assets") and charges for transactions by Portfolio Two outside the United States (including, without limitation, charges for funds transfers and tax reclaims) in accordance with such schedule of fees and charges for each country in which Foreign Assets of Portfolio Two are held as Custodian shall from time to time provide to the Company. Any asset-based fee shall be based upon the total market value of the applicable Foreign Assets as determined on the last Business Day of the month for which such fee is charged.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS

This Agreement is made as of , 1998 by and between THE RBB FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Bank Corp.

The Fund is registered as an open-end, non-diversified investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to retain PFPC, to provide administration and accounting services to the BEA Long-Short Market Neutral Fund (the "Portfolio"), and PFPC wishes to furnish such services.

In consideration of the promises and mutual covenants herein contained, the parties agree as follows:

1. DEFINITIONS.

(a) "1933 ACT" means the Securities Act of 1933, as amended.

(b) "1934 ACT" means the Securities Exchange Act of 1934, as amended.

(c) "AUTHORIZED PERSON" means any officer of the Fund and any other person, duly authorized by the Fund's Board of Directors, to give Oral and Written Instructions on behalf of the Fund and listed on the Certificate attached hereto as Appendix B or any amendment thereto as may be received by PFPC from time to

time. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation on the Certificate.

(d) "BOOK-ENTRY SYSTEM" means Federal Reserve Treasury book-entry system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system maintained by an exchange registered with the SEC under the 1934 Act.

(e) "ORAL INSTRUCTIONS" mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person.

(f) "SEC" means the Securities and Exchange Commission.

(g) "SHARES" mean the shares of common stock of the Fund representing an interest in the Portfolio.

(h) "PROPERTY" means:

(i) any and all securities and other investment items of the Portfolio which the Fund may from time to time deposit, or cause to be deposited, with PFPC or which PFPC may from time to time hold for the Fund on behalf of the Portfolio;

(ii) all income in respect of any of such securities or other investment items;

(iii) all proceeds of the sale of any of such securities or investment items; and

(iv) all proceeds of the sale of Shares which are received by PFPC from time to time, from or on behalf of the Fund.

(i) "WRITTEN INSTRUCTIONS" mean written instructions signed by two Authorized Persons and received by PFPC. The

instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device.

2. APPOINTMENT.

The Fund hereby appoints PFPC to provide administration and accounting services to the Portfolio, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services.

3. DELIVERY OF DOCUMENTS.

The Fund has provided or, where applicable, will provide PFPC with the following:

(a) certified or authenticated copies of the resolutions of the Fund's Board of Directors, approving the appointment of PFPC to provide services pursuant to this Agreement;

(b) a copy of the Fund's most recent effective registration statement;

(c) a copy of the Fund's advisory agreement or agreements with respect to the Portfolio;

(d) a copy of the Fund's distribution agreement or agreements with respect to the Portfolio;

(e) a copy of any additional administration agreement with respect to the Portfolio;

(f) copies of any shareholder servicing agreements made in respect of the Portfolio; and

(g) certified or authenticated copies of any and all amendments or supplements to the foregoing.

4. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. PFPC undertakes to comply with all applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to all duties to be performed by PFPC hereunder. Except

as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund.

5. INSTRUCTIONS.

Unless otherwise provided in this Agreement, PFPC shall act only upon Oral and Written Instructions.

PFPC shall be entitled to rely upon any Oral and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's shareholders.

The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. The Fund further agrees that PFPC shall incur no liability to the Fund in acting upon Oral or Written Instructions provided such instructions reasonably appear to have been received from an Authorized Person.

6. RIGHT TO RECEIVE ADVICE.

(a) ADVICE OF THE FUND. If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral or Written Instructions, from the Fund.

(b) ADVICE OF COUNSEL. If PFPC shall be in doubt as to any questions of law pertaining to any action it should or should not take, PFPC may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC).

(c) CONFLICTING ADVICE. In the event of a conflict between directions, advice or Oral or Written Instructions PFPC receives from the Fund, and the advice it receives from counsel, PFPC shall be entitled to rely upon and follow the advice of counsel.

(d) PROTECTION OF PFPC. PFPC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions it receives from the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions, advice and Oral or Written Instructions.

Nothing in this paragraph shall be construed so as to impose an obligation upon PFPC (i) to seek such directions, advice or Oral or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the terms of other provisions of this

Agreement, the same is a condition of PFPC's properly taking or not taking such action.

7. RECORDS.

The books and records pertaining to the Fund, which are in the possession of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person at the Fund's expense to be paid from the assets of the Portfolio.

PFPC shall keep the following records:

(a) all books and records with respect to the Portfolio's books of account;

(b) records of the Portfolio's securities transactions;

(c) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 of the 1940 Act and as specifically set forth in Appendix B hereto.

8. CONFIDENTIALITY.

PFPC agrees to keep confidential all records of the Fund and information relative to the Fund and its shareholders (past, present and potential), unless the release of such records or information is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be unreasonably withheld.

The Fund further agrees that, should PFPC be required to provide such information or records to duly constituted authorities (who may institute civil or criminal contempt proceedings for failure to comply), PFPC shall not be required to seek the Fund's consent prior to disclosing such information.

9. LIAISON WITH ACCOUNTANTS.

PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules, all with respect to the Portfolio. PFPC shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as such may be required by the Fund from time to time.

10. DISASTER RECOVERY.

PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision of emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

11. COMPENSATION.

As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or fees as may be agreed to in writing by the Fund and PFPC.

12. INDEMNIFICATION.

The Fund agrees to indemnify and hold harmless PFPC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act and the 1940 Act, and any state and foreign securities and blue sky laws, and amendments thereto, and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action which PFPC takes or does not take (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions. Neither PFPC, nor any of its nominees, shall be indemnified against any liability to the Fund or to its shareholders (or any expenses incident to such liability) arising out of PFPC's own willful misfeasance, gross negligence or reckless disregard of its duties and obligations under this Agreement.

13. RESPONSIBILITY OF PFPC.

PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of

its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be responsible for failure to perform its duties under this Agreement arising out of PFPC's gross negligence. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the fund that are attributable to the gross negligence of PFPC.

Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC, in connection with its duties under this Agreement, shall not be liable for (a) the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (b) delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's

performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC.

14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUING BASIS.

PFPC will perform the following accounting functions with respect to the Portfolio if required:

(i) Journalize investment, capital share and income and expense activities;

(ii) Verify investment buy/sell trade tickets when received from the investment advisor (the "Advisor") and transmit trades to the Fund's foreign custodian (the "Custodian") for proper settlement;

(iii) Maintain individual ledgers for investment securities;

(iv) Maintain historical tax lots for each security;

(v) Reconcile cash and investment balances with the Custodian, and provide the Advisor with the beginning cash balance available for investment purposes;

(vi) Update the cash availability throughout the day as required by the Advisor;

(vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations;

(viii) Calculate various contractual expenses (E.G., advisory and custody fees);

(ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments;

(x) Control all disbursements and authorize such disbursements upon Written Instructions;

(xi) Calculate capital gains and losses;

(xii) Determine net income;

(xiii) Obtain security market quotes from independent pricing services approved by the Advisor, or if such quotes are unavailable, then obtain such prices from Advisor, and in either case calculate the market value of the investments;

(xiv) Transmit or mail a copy of the daily portfolio valuation to the Advisor;

(xv) Compute net asset value;

(xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and

(xvii) Prepare a monthly financial statement, which will include the following items:

Schedule of Investments Statement of Assets and Liabilities Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.

15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUING BASIS.

PFPC will perform the following administration services with respect to the Portfolio:

(i) Prepare quarterly broker security transactions summaries;

(ii) Prepare monthly security transaction listings;

(iii) (a) Assist in the preparation of support schedules necessary for completion of federal and state tax returns; or (b) prepare for execution and file the Fund's Federal and state tax returns;

(iv) (a) Assist in the preparation of Semi-Annual Reports with the SEC on Form

N-SAR; or (b) prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR.

(v) (a) Assist in the preparation of annual, semi-annual, and quarterly shareholder reports; or (b) prepare and file with the SEC the Fund's annual, semi-annual, and quarterly shareholder reports;

(vi) Assist with the preparation of registration statements and other filings relating to the registration of Shares;

(vii) Monitor the Portfolio's status as a regulated investment company under SubChapter M of the Internal Revenue Code of 1986, as amended; and

(viii) Coordinate contractual relationships and communications between the Fund and its service providers.

16. DURATION AND TERMINATION.

This Agreement shall continue until terminated by the Fund or by PFPC on sixty (60) days' prior written notice to the other party.

17. NOTICES.

All notices and other communications, including written Instructions, shall be in writing or by confiding telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. Notices shall be addressed (a) if to PFPC at PFPC's

address, 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at such other address as shall have been notified to the sender of any such Notice or other communication.

18. AMENDMENTS.

This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought.

19. DELEGATION.

PFPC may assign its rights and delegate its duties hereunder to any wholly owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp, provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate agrees with PFPC to comply with all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation, including (without limitation) the capabilities of the delegate.

20. 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.

21. FURTHER ACTIONS.

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

22. MISCELLANEOUS.

This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated and/or Oral Instructions.

The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall

not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors.

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

PFPC INC.

THE RBB FUND, INC.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS

This Agreement is made as of , 1998 by and between THE RBB FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Bank Corp.

The Fund is registered as an open-end, non-diversified investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to retain PFPC, to provide administration and accounting services to the BEA Long-Short Equity Fund (the "Portfolio"), and PFPC wishes to furnish such services.

In consideration of the promises and mutual covenants herein contained, the parties agree as follows:

1. DEFINITIONS.

(a) "1933 ACT" means the Securities Act of 1933, as amended.

(b) "1934 ACT" means the Securities Exchange Act of 1934, as amended.

(c) "AUTHORIZED PERSON" means any officer of the Fund and any other person, duly authorized by the Fund's Board of Directors, to give Oral and Written Instructions on behalf of the Fund and listed on the Certificate attached hereto as Appendix B or any amendment thereto as may be received by PFPC from time to

time. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation on the Certificate.

(d) "BOOK-ENTRY SYSTEM" means Federal Reserve Treasury book-entry system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system maintained by an exchange registered with the SEC under the 1934 Act.

(e) "ORAL INSTRUCTIONS" mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person.

(f) "SEC" means the Securities and Exchange Commission.

(g) "SHARES" mean the shares of common stock of the Fund representing an interest in the Portfolio.

(h) "PROPERTY" means:

(i) any and all securities and other investment items of the Portfolio which the Fund may from time to time deposit, or cause to be deposited, with PFPC or which PFPC may from time to time hold for the Fund on behalf of the Portfolio;

(ii) all income in respect of any of such securities or other investment items;

(iii) all proceeds of the sale of any of such securities or investment items; and

(iv) all proceeds of the sale of Shares which are received by PFPC from time to time, from or on behalf of the Fund.

(i) "WRITTEN INSTRUCTIONS" mean written instructions signed by two Authorized Persons and received by PFPC. The

instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device.

2. APPOINTMENT.

The Fund hereby appoints PFPC to provide administration and accounting services to the Portfolio, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services.

3. DELIVERY OF DOCUMENTS.

The Fund has provided or, where applicable, will provide PFPC with the following:

(a) certified or authenticated copies of the resolutions of the Fund's Board of Directors, approving the appointment of PFPC to provide services pursuant to this Agreement;

(b) a copy of the Fund's most recent effective registration statement;

(c) a copy of the Fund's advisory agreement or agreements with respect to the Portfolio;

(d) a copy of the Fund's distribution agreement or agreements with respect to the Portfolio;

(e) a copy of any additional administration agreement with respect to the Portfolio;

(f) copies of any shareholder servicing agreements made in respect of the Portfolio; and

(g) certified or authenticated copies of any and all amendments or supplements to the foregoing.

4. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. PFPC undertakes to comply with all applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to all duties to be performed by PFPC hereunder. Except

as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund.

5. INSTRUCTIONS.

Unless otherwise provided in this Agreement, PFPC shall act only upon Oral and Written Instructions.

PFPC shall be entitled to rely upon any Oral and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's shareholders.

The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. The Fund further agrees that PFPC shall incur no liability to the Fund in acting upon Oral or Written Instructions provided such instructions reasonably appear to have been received from an Authorized Person.

6. RIGHT TO RECEIVE ADVICE.

(a) ADVICE OF THE FUND. If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral or Written Instructions, from the Fund.

(b) ADVICE OF COUNSEL. If PFPC shall be in doubt as to any questions of law pertaining to any action it should or should not take, PFPC may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC).

(c) CONFLICTING ADVICE. In the event of a conflict between directions, advice or Oral or Written Instructions PFPC receives from the Fund, and the advice it receives from counsel, PFPC shall be entitled to rely upon and follow the advice of counsel.

(d) PROTECTION OF PFPC. PFPC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions it receives from the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions, advice and Oral or Written Instructions.

Nothing in this paragraph shall be construed so as to impose an obligation upon PFPC (i) to seek such directions, advice or Oral or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the terms of other provisions of this

Agreement, the same is a condition of PFPC's properly taking or not taking such action.

7. RECORDS.

The books and records pertaining to the Fund, which are in the possession of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person at the Fund's expense to be paid from the assets of the Portfolio.

PFPC shall keep the following records:

(a) all books and records with respect to the Portfolio's books of account;

(b) records of the Portfolio's securities transactions;

(c) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 of the 1940 Act and as specifically set forth in Appendix B hereto.

8. CONFIDENTIALITY.

PFPC agrees to keep confidential all records of the Fund and information relative to the Fund and its shareholders (past, present and potential), unless the release of such records or information is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be unreasonably withheld.

The Fund further agrees that, should PFPC be required to provide such information or records to duly constituted authorities (who may institute civil or criminal contempt proceedings for failure to comply), PFPC shall not be required to seek the Fund's consent prior to disclosing such information.

9. LIAISON WITH ACCOUNTANTS.

PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules, all with respect to the Portfolio. PFPC shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as such may be required by the Fund from time to time.

10. DISASTER RECOVERY.

PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision of emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

11. COMPENSATION.

As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or fees as may be agreed to in writing by the Fund and PFPC.

12. INDEMNIFICATION.

The Fund agrees to indemnify and hold harmless PFPC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act and the 1940 Act, and any state and foreign securities and blue sky laws, and amendments thereto, and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action which PFPC takes or does not take (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions. Neither PFPC, nor any of its nominees, shall be indemnified against any liability to the Fund or to its shareholders (or any expenses incident to such liability) arising out of PFPC's own willful misfeasance, gross negligence or reckless disregard of its duties and obligations under this Agreement.

13. RESPONSIBILITY OF PFPC.

PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of

its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be responsible for failure to perform its duties under this Agreement arising out of PFPC's gross negligence. Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and provided further that PFPC shall only be responsible for that portion of losses or damages suffered by the fund that are attributable to the gross negligence of PFPC.

Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC, in connection with its duties under this Agreement, shall not be liable for (a) the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (b) delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's

performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC.

14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUING BASIS.

PFPC will perform the following accounting functions with respect to the Portfolio if required:

(i) Journalize investment, capital share and income and expense activities;

(ii) Verify investment buy/sell trade tickets when received from the investment advisor (the "Advisor") and transmit trades to the Fund's foreign custodian (the "Custodian") for proper settlement;

(iii) Maintain individual ledgers for investment securities;

(iv) Maintain historical tax lots for each security;

(v) Reconcile cash and investment balances with the Custodian, and provide the Advisor with the beginning cash balance available for investment purposes;

(vi) Update the cash availability throughout the day as required by the Advisor;

(vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations;

(viii) Calculate various contractual expenses (E.G., advisory and custody fees);

(ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments;

(x) Control all disbursements and authorize such disbursements upon Written Instructions;

(xi) Calculate capital gains and losses;

(xii) Determine net income;

(xiii) Obtain security market quotes from independent pricing services approved by the Advisor, or if such quotes are unavailable, then obtain such prices from Advisor, and in either case calculate the market value of the investments;

(xiv) Transmit or mail a copy of the daily portfolio valuation to the Advisor;

(xv) Compute net asset value;

(xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and

(xvii) Prepare a monthly financial statement, which will include the following items:

Schedule of Investments Statement of Assets and Liabilities Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.

15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUING BASIS.

PFPC will perform the following administration services with respect to the Portfolio:

(i) Prepare quarterly broker security transactions summaries;

(ii) Prepare monthly security transaction listings;

(iii) (a) Assist in the preparation of support schedules necessary for completion of federal and state tax returns; or (b) prepare for execution and file the Fund's Federal and state tax returns;

(iv) (a) Assist in the preparation of Semi-Annual Reports with the SEC on Form

N-SAR; or (b) prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR.

(v) (a) Assist in the preparation of annual, semi-annual, and quarterly shareholder reports; or (b) prepare and file with the SEC the Fund's annual, semi-annual, and quarterly shareholder reports;

(vi) Assist with the preparation of registration statements and other filings relating to the registration of Shares;

(vii) Monitor the Portfolio's status as a regulated investment company under SubChapter M of the Internal Revenue Code of 1986, as amended; and

(viii) Coordinate contractual relationships and communications between the Fund and its service providers.

16. DURATION AND TERMINATION.

This Agreement shall continue until terminated by the Fund or by PFPC on sixty (60) days' prior written notice to the other party.

17. NOTICES.

All notices and other communications, including written Instructions, shall be in writing or by confiding telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. Notices shall be addressed (a) if to PFPC at PFPC's

address, 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at such other address as shall have been notified to the sender of any such Notice or other communication.

18. AMENDMENTS.

This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought.

19. DELEGATION.

PFPC may assign its rights and delegate its duties hereunder to any wholly owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp, provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate agrees with PFPC to comply with all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation, including (without limitation) the capabilities of the delegate.

20. 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.

21. FURTHER ACTIONS.

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

22. MISCELLANEOUS.

This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated and/or Oral Instructions.

The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction
or effect.

This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall

not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors.

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

PFPC INC.

THE RBB FUND, INC.

CO-ADMINISTRATION AGREEMENT

, 1998

BEA Associates
153 East 53rd Street
58th Floor
New York, New York 10022

Dear Sirs:

The RBB Fund, Inc. (the "Company"), a corporation organized under the laws of the State of Maryland, confirms its agreement with BEA Associates ("BEA") with respect to the BEA Long-Short Market Neutral Portfolio (the "Fund"), a portfolio of the Company, as follows:

1. INVESTMENT DESCRIPTION; APPOINTMENT

The Company desires to employ its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the Company's Articles of Incorporation, as amended from time to time (the "Charter"), in the Company's By-laws, as amended from time to time (the "By-laws"), in the Fund's prospectus (the "Prospectus") and statement of additional information (the "Statement of Additional Information") as in effect from time to time, and in such manner and to the extent as may from time to time be approved by the Board of Directors of the Company. Copies of the Fund's Prospectus and Statement of Additional Information and the Company's Charter and By-laws have been submitted to BEA. The Fund employs BEA Associates (the "Adviser") as its investment adviser. The Company desires to employ and hereby appoints BEA as its co-administrator for the Fund with respect to the Advisor class of shares. BEA accepts this appointment and agrees to furnish the services for the compensation set forth below.

2. SERVICES AS CO-ADMINISTRATOR

Subject to the supervision and direction of the Board of Directors of the Company, BEA will:

(a) assist in supervising all aspects of the Fund's operations, except those performed by other parties pursuant to written agreements with the Company;

(b) provide various shareholder liaison services including, but not limited to, responding to inquiries of shareholders regarding the Fund, providing information on shareholder investments, assisting shareholders of the Fund in changing dividend options, account designations and addresses, and other similar services;

(c) provide certain administrative services including, but not limited to, providing periodic statements showing the account balance of a Fund shareholder and integrating the statements with those of other transactions and balances in the shareholder's other accounts serviced by the Fund's custodian or transfer agent;

(d) supply the Fund with office facilities (which may be BEA Service's own offices), data processing services, clerical, internal executive and administrative services, and stationery and office supplies;

(e) furnish corporate secretarial services, including assisting in the preparation of materials for Board of Directors meetings and distributing those materials and assisting in the preparation of minutes of meetings of the Company's Board of Directors and any Committees thereof and of the Fund's shareholders;

(f) coordinate the preparation of reports to the Fund's shareholders of record and the Securities and Exchange Commission (the "SEC") including, but not limited to, proxy statements; annual, semi-annual and quarterly reports to shareholders; annual and semi-annual reports on Form N-SAR; and post-effective amendments to the Fund's Registration Statement on Form N-1A (the "Registration Statements");

(g) develop computer systems for the generation of consolidated periodic reports to investors;

(h) assist in other regulatory filings as necessary;

(i) assist the Fund's investment adviser, at the investment adviser's request, in monitoring and developing compliance procedures for the Fund which will include, among other matters, procedures to assist the investment adviser in

monitoring compliance with the Fund's investment objective, policies, restrictions, tax matters and applicable laws and regulations; and

(j) acting as liaison between the Fund and the Fund's independent public accountants, counsel, custodian or custodians, transfer agent and co-administrator and taking all reasonable action in the performance of its obligations under this Agreement to assure that all necessary information is made available to each of them.

In performing all services under this Agreement, BEA shall act in conformity with applicable law, the Company's Charter and By-Laws, and all amendments thereto, and the investment objective, investment policies and other practices and policies set forth in the Fund's Registration Statement, as such Registration Statement and practices and policies may be amended from time to time.

3. COMPENSATION

In consideration of services rendered pursuant to this Agreement, the Fund will pay BEA on the first business day of each month a fee for the previous month at an annual rate of .05% of the Fund's average daily net assets for the first $125 million of average daily net assets, and .10% of average daily net assets for Fund assets above $125 million. The fee for the period from the date BEA commences its operations on behalf of the Fund to the end of the month during which BEA commences such operations shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to BEA, fees shall be calculated monthly and the value of the Fund's net assets shall be computed at the times and in the manner specified in the Prospectus and Statement of Additional Information as from time to time in effect.

4. EXPENSES

BEA will bear all expenses in connection with the performance of its services under this Agreement; PROVIDED, HOWEVER, that the Fund will reimburse BEA for the out-of-pocket expenses incurred by it on behalf of the Fund. Such reimbursable expenses shall include, but not be limited to, postage, telephone, telex and Federal Express charges. BEA will bill the Fund as soon as practicable after the end of each calendar month for the expenses it is entitled to have reimbursed.

The Fund will bear certain other expenses to be incurred in its operation, including: taxes, interest, brokerage fees and commissions, if any; fees of Directors of the Company who are not officers, directors, or employees of the Adviser or BEA; Securities and Exchange Commission fees and state Blue Sky qualification fees; charges of custodians and transfer and dividend disbursing agents; certain insurance premiums; outside auditing and legal expenses; costs of maintenance of corporate existence; except as otherwise provided herein, costs attributable to investor services, including, without limitation, telephone and personnel expenses; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders' reports and meetings, and meetings of the officers of the Board of Directors of the Company; costs of any pricing services; and any extraordinary expenses.

5. STANDARD OF CARE

BEA shall exercise its best judgment in rendering the services listed in paragraph 2 above. BEA shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates provided that nothing in this Agreement shall be deemed to protect or purport to protect BEA against liability to the Fund or to its shareholders to which BEA would otherwise be subject by reason of willful misfeasance, bad faith or negligence on its part in the performance of its duties or by reason of BEA's reckless disregard of its obligations and duties under this Agreement.

6. TERM OF AGREEMENT

This Agreement shall become effective on the day following approval by the Board of Directors of the Company including a majority of the Board of Directors who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended) of any party to this Agreement, and shall continue until , 1998 and shall continue automatically (unless terminated as provided herein) for successive annual periods ending on of each year, provided that such continuance is specifically approved at least annually by the Board of Directors of the Company, including a majority of the Board of Directors who are not "interested persons" of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the Board of Directors of the Company or by vote of holders of a majority of the Fund's shares, or upon 60 days' written notice, by BEA.

7. SERVICE TO OTHER COMPANIES OR ACCOUNTS

The Company understands that BEA now acts, will continue to act and may act in the future as administrator, co-administrator or administrative services agent to one or more other investment companies, and the Company has no objection to BEA's so acting. The Company understands that the persons employed by BEA to assist in the performance of BEA's duties hereunder will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of BEA or any affiliate of BEA to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

8. LIMITATION OF LIABILITY

The Company and BEA agree that the obligations of the Company under this Agreement will not be binding upon any of the directors, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Company, individually, but are binding only upon the assets and property of the Fund, as provided in the Company's Charter. The execution and delivery of this Agreement has been authorized by the Board of Directors of the Company, and signed by an authorized officer of the Company, acting as such, and neither the authorization by the Board of Directors nor the execution and delivery by the officer will be deemed to have been made by any of them individually or to impose any liability on any of them personally, but will bind only the property of the Fund as provided in the Charter.

If the foregoing is in accordance with your understanding, kindly indicate your acceptance hereof by signing and returning to us the enclosed copy hereof.

Very truly yours,

RBB FUND, INC.

Title:

Accepted:

BEA ASSOCIATES

CO-ADMINISTRATION AGREEMENT

, 1998

BEA Associates
153 East 53rd Street
58th Floor
New York, New York 10022

Dear Sirs:

The RBB Fund, Inc. (the "Company"), a corporation organized under the laws of the State of Maryland, confirms its agreement with BEA Associates ("BEA") with respect to the BEA Long-Short Equity Portfolio (the "Fund"), a portfolio of the Company, as follows:

1. INVESTMENT DESCRIPTION; APPOINTMENT

The Company desires to employ its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in the Company's Articles of Incorporation, as amended from time to time (the "Charter"), in the Company's By-laws, as amended from time to time (the "By-laws"), in the Fund's prospectus (the "Prospectus") and statement of additional information (the "Statement of Additional Information") as in effect from time to time, and in such manner and to the extent as may from time to time be approved by the Board of Directors of the Company. Copies of the Fund's Prospectus and Statement of Additional Information and the Company's Charter and By-laws have been submitted to BEA. The Fund employs BEA Associates (the "Adviser") as its investment adviser. The Company desires to employ and hereby appoints BEA as its co-administrator for the Fund with respect to the Advisor class of shares. BEA accepts this appointment and agrees to furnish the services for the compensation set forth below.

2. SERVICES AS CO-ADMINISTRATOR

Subject to the supervision and direction of the Board of Directors of the Company, BEA will:

(a) assist in supervising all aspects of the Fund's operations, except those performed by other parties pursuant to written agreements with the Company;

(b) provide various shareholder liaison services including, but not limited to, responding to inquiries of shareholders regarding the Fund, providing information on shareholder investments, assisting shareholders of the Fund in changing dividend options, account designations and addresses, and other similar services;

(c) provide certain administrative services including, but not limited to, providing periodic statements showing the account balance of a Fund shareholder and integrating the statements with those of other transactions and balances in the shareholder's other accounts serviced by the Fund's custodian or transfer agent;

(d) supply the Fund with office facilities (which may be BEA Service's own offices), data processing services, clerical, internal executive and administrative services, and stationery and office supplies;

(e) furnish corporate secretarial services, including assisting in the preparation of materials for Board of Directors meetings and distributing those materials and assisting in the preparation of minutes of meetings of the Company's Board of Directors and any Committees thereof and of the Fund's shareholders;

(f) coordinate the preparation of reports to the Fund's shareholders of record and the Securities and Exchange Commission (the "SEC") including, but not limited to, proxy statements; annual, semi-annual and quarterly reports to shareholders; annual and semi-annual reports on Form N-SAR; and post-effective amendments to the Fund's Registration Statement on Form N-1A (the "Registration Statements");

(g) develop computer systems for the generation of consolidated periodic reports to investors;

(h) assist in other regulatory filings as necessary;

(i) assist the Fund's investment adviser, at the investment adviser's request, in monitoring and developing compliance procedures for the Fund which will include, among other matters, procedures to assist the investment adviser in

monitoring compliance with the Fund's investment objective, policies, restrictions, tax matters and applicable laws and regulations; and

(j) acting as liaison between the Fund and the Fund's independent public accountants, counsel, custodian or custodians, transfer agent and co-administrator and taking all reasonable action in the performance of its obligations under this Agreement to assure that all necessary information is made available to each of them.

In performing all services under this Agreement, BEA shall act in conformity with applicable law, the Company's Charter and By-Laws, and all amendments thereto, and the investment objective, investment policies and other practices and policies set forth in the Fund's Registration Statement, as such Registration Statement and practices and policies may be amended from time to time.

3. COMPENSATION

In consideration of services rendered pursuant to this Agreement, the Fund will pay BEA on the first business day of each month a fee for the previous month at an annual rate of .05% of the Fund's average daily net assets for the first $125 million of average daily net assets, and .10% of average daily net assets for Fund assets above $125 million. The fee for the period from the date BEA commences its operations on behalf of the Fund to the end of the month during which BEA commences such operations shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to BEA, fees shall be calculated monthly and the value of the Fund's net assets shall be computed at the times and in the manner specified in the Prospectus and Statement of Additional Information as from time to time in effect.

4. EXPENSES

BEA will bear all expenses in connection with the performance of its services under this Agreement; PROVIDED, HOWEVER, that the Fund will reimburse BEA for the out-of-pocket expenses incurred by it on behalf of the Fund. Such reimbursable expenses shall include, but not be limited to, postage, telephone, telex and Federal Express charges. BEA will bill the Fund as soon as practicable after the end of each calendar month for the expenses it is entitled to have reimbursed.

The Fund will bear certain other expenses to be incurred in its operation, including: taxes, interest, brokerage fees and commissions, if any; fees of Directors of the Company who are not officers, directors, or employees of the Adviser or BEA; Securities and Exchange Commission fees and state Blue Sky qualification fees; charges of custodians and transfer and dividend disbursing agents; certain insurance premiums; outside auditing and legal expenses; costs of maintenance of corporate existence; except as otherwise provided herein, costs attributable to investor services, including, without limitation, telephone and personnel expenses; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders' reports and meetings, and meetings of the officers of the Board of Directors of the Company; costs of any pricing services; and any extraordinary expenses.

5. STANDARD OF CARE

BEA shall exercise its best judgment in rendering the services listed in paragraph 2 above. BEA shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates provided that nothing in this Agreement shall be deemed to protect or purport to protect BEA against liability to the Fund or to its shareholders to which BEA would otherwise be subject by reason of willful misfeasance, bad faith or negligence on its part in the performance of its duties or by reason of BEA's reckless disregard of its obligations and duties under this Agreement.

6. TERM OF AGREEMENT

This Agreement shall become effective on the day following approval by the Board of Directors of the Company including a majority of the Board of Directors who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended) of any party to this Agreement, and shall continue until , 1998 and shall continue automatically (unless terminated as provided herein) for successive annual periods ending on of each year, provided that such continuance is specifically approved at least annually by the Board of Directors of the Company, including a majority of the Board of Directors who are not "interested persons" of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the Board of Directors of the Company or by vote of holders of a majority of the Fund's shares, or upon 60 days' written notice, by BEA.

7. SERVICE TO OTHER COMPANIES OR ACCOUNTS

The Company understands that BEA now acts, will continue to act and may act in the future as administrator, co-administrator or administrative services agent to one or more other investment companies, and the Company has no objection to BEA's so acting. The Company understands that the persons employed by BEA to assist in the performance of BEA's duties hereunder will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of BEA or any affiliate of BEA to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

8. LIMITATION OF LIABILITY

The Company and BEA agree that the obligations of the Company under this Agreement will not be binding upon any of the directors, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Company, individually, but are binding only upon the assets and property of the Fund, as provided in the Company's Charter. The execution and delivery of this Agreement has been authorized by the Board of Directors of the Company, and signed by an authorized officer of the Company, acting as such, and neither the authorization by the Board of Directors nor the execution and delivery by the officer will be deemed to have been made by any of them individually or to impose any liability on any of them personally, but will bind only the property of the Fund as provided in the Charter.

If the foregoing is in accordance with your understanding, kindly indicate your acceptance hereof by signing and returning to us the enclosed copy hereof.

Very truly yours,

RBB FUND, INC.

Title:

Accepted:

BEA ASSOCIATES

TRANSFER AGENCY AGREEMENT SUPPLEMENT
(BEA Long-Short Market Neutral Fund Advisor Class)

This supplemental agreement is entered into this day of , 1998, by and between THE RBB FUND, INC. (the "Fund") and State Street Bank & Trust Company, a Massachusetts trust company (the "Transfer Agent").

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 Transfer Agent have entered into a Transfer Agency Agreement, dated as of October 15, 1996 (as from time to time amended and supplemented, the "Transfer Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act as transfer agent, registrar and dividend disbursing agent for the Fund with respect to the Shares of the Fund, as more fully set forth therein. Certain capitalized terms used without definition in this Transfer Agency Agreement Supplement have the meaning specified in the Transfer Agency Agreement.

The Fund agrees with the Transfer Agent as follows:

1. ADOPTION OF TRANSFER AGENCY AGREEMENT. The Transfer Agency Agreement is hereby adopted for the BEA Long-Short Market Neutral Fund's (the "Fund") Advisor Class of Common Stock (Class AAA). This shall constitute a "Class" as referred to in the Transfer Agency Agreement and its shares shall be "Shares" as referred to therein.

2. COMPENSATION. As compensation for the services rendered by the Transfer Agent during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to each Class of the Fund, annual fees that shall be agreed to from time to time by the Fund and the Transfer Agent, plus certain of the Transfer Agent's expenses relating to such services, as shall be agreed to from time to time by the Fund and the Transfer Agent.

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.                      STATE STREET BANK & TRUST
                                        COMPANY


By:                                     By:
   ---------------------------             --------------------------------


   President

THE RBB FUND, INC.                      STATE STREET BANK & TRUST
                                        COMPANY


By:                                     By:
   ---------------------------             ----------------------------


   President

THE RBB FUND, INC.                      STATE STREET BANK & TRUST
                                        COMPANY


By:                                     By:
    -------------------------------        ---------------------------


   President

THE RBB FUND, INC.                      STATE STREET BANK & TRUST
                                        COMPANY


By:                                     By:
   --------------------------------        -----------------------------


   President

/s/ Drinker Biddle & Reath LLP
------------------------------
DRINKER BIDDLE & REATH LLP

                                             /s/ DRINKER BIDDLE & REATH LLP
                                             ------------------------------
                                             DRINKER BIDDLE & REATH LLP

Philadelphia, Pennsylvania
April 10, 1998

A. MONEY MARKET PORTFOLIO

                                        Current Distribution
   Class                                      Fee Level                         Effective Date
   -----                                --------------------                    --------------

1. Sansom Street (Class I)              fee 0.05%                               4/10/91
                                        Shareholder Service Fee 0.10%           8/16/88

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

3. Cash Preservation (Class G)          fee 0.40%                               4/10/91

4. RBB Family (Class E)                 fee 0.40%                               4/10/91

5. Janney (Class Alpha 1)               fee 0.60%                               2/l/95


B. MUNICIPAL MONEY MARKET PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. Sansom Street  (Class  J)            fee 0.05%                               4/10/91
                                        Shareholder Service Fee 0.10%           8/16/88

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

3. Bradford (Class R)                   fee 0.60%                               11/17/94

4. Cash Preservation (Class H)          fee 0.40%                               4/10/91

5. RBB Family (Class F)                 fee 0.40%                               4/10/91

6. Janney (Class Alpha 2)               fee 0.60%                               2/l/95

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. Sansom Street (Class K)              fee 0.05%                               4/10/91
                                        Shareholder Service Fee 0.10%           8/16/88

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

3. Bradford (Class S)                   fee 0.60%                               11/17/94

4. Janney (Class Alpha 3)               fee 0.60%                               2/l/95


D. GOVERNMENT SECURITIES PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. RBB Family (Class P)                 fee 0.40%                               4/10/91


E. NEW YORK MUNICIPAL MONEY MARKET PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. Bedford (Class O)                    fee 0.60%                               11/17/94

2. Janney (Class Alpha 4)               fee 0.60%                               2/l/95


F. BEA INTERNATIONAL EQUITY PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional(Class T)           None                                    None
2. BEA Investor (Class II)              fee 0.50%                               7/10/96
3. BEA Advisor (Class MM)               fee 0.25%                               7/10/96


G. BEA EMERGING MARKETS PORTFOLIO

                                        Current Distribution
   Class                                      Fee Level                         Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional(Class V)           None                                    None
2. BEA Investor (Class JJ)              fee 0.50%                               7/10/96
3. BEA Advisor (Class NN)               fee 0.25%                               7/10/96

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional(Class U)           None                                    None
2. BEA Investor (Class KK)              fee 0.50%                               7/10/96
3. BEA Advisor (Class OO)               fee 0.25%                               7/10/96


I. BEA U.S. CORE EQUITY PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional (Class X)          None                                    None


J. BEA U.S. CORE FIXED INCOME PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional (Class Y)          None                                    None


K. BEA STRATEGIC GLOBAL FIXED INCOME PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional (Class Z)          None                                    None


L. BEA MUNICIPAL BOND FUND

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional (Class AA)         None                                    None


M. BEA SHORT DURATION PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional (Class BB)         None                                    None

N. BEA BALANCED PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional (Class CC)         None                                    None


O. BEA GLOBAL TELECOMMUNICATIONS PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                -------------------                     --------------

1. BEA Investor (Class LL)              fee 0.50%                               7/10/96
2. BEA Advisor (Class PP)               fee 0.25%                               7/10/96


P. BEA LONG-SHORT MARKET NEUTRAL PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional (Class ZZ)         None
2. BEA Advisor (Class AAA)              fee 0.25%


Q. BEA LONG-SHORT EQUITY PORTFOLIO

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. BEA Institutional (Class BBB)        None
2. BEA Advisor (Class CCC)              fee 0.25%


R. BOSTON PARTNERS LARGE CAP VALUE FUND

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. Institutional Class (Class QQ)       fee 0.04%                               10/16/96

2. Advisor Class (Class SS)             fee 0.50%                               10/16/96

3. Investor Class (Class RR)            fee 0.25%                               10/16/96

S. BOSTON PARTNERS MID CAP VALUE FUND

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. Institutional Class (Class TT)       fee 0.04%                               6/1/97

2. Investor Class (Class UU)            fee 0.25%                               6/1/97


T. BOSTON PARTNERS BOND FUND

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. Institutional Class (Class VV)       fee 0.04%                               12/29/97

2. Investor Class (Class WW)            fee 0.25%                               12/29/97


U. SCHNEIDER CAPITAL MANAGEMENT VALUE FUND

                                        Current Distribution
   Class                                     Fee Level                          Effective Date
   -----                                --------------------                    --------------

1. Investor (Class YY)                  None                                    4/6/98

-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
FAMILY                                  EACH PORTFOLIO (CLASS) . . .            MAY BE EXCHANGED FOR ANY OF
-------------------------------------------------------------------------------------------------------------------
BEA (Institutional Classes)             International Equity (T)                International Equity (T)
                                        High Yield (U)                          Strategic Fixed Income (U)
                                        Emerging Markets Equity (V)             Emerging Markets Equity (V)
                                        U.S. Core Equity (X)                    U.S. Core Equity (X)
                                        U.S. Core Fixed Income (Y)              U.S. Core Fixed Income (Y)
                                        Strategic Global Fixed Income (Z)       Global Fixed Income (Z)
                                        Municipal Bond Fund (AA)                Municipal Bond Fund (AA)
                                        Balanced Fund (BB)                      Balanced Fund (BB)
                                        Short Duration Fund (CC)                Short Duration Fund (CC)
                                        Long-Short Market Neutral (ZZ)          Long-Short Market Neutral (ZZ)
                                        Long-Short Equity (BBB)                 Long-Short Equity (BBB)
-------------------------------------------------------------------------------------------------------------------
BEA (Investor Classes)                  International Equity (II)               International Equity (II)
                                        Emerging Markets Equity (JJ)            Emerging Markets Equity (JJ)
                                        High Yield (KK)                         High Yield (KK)
                                        Global Telecommunications (LL)          Global Telecommunications (LL)

                                        Investor Shares of other non-RBB        Investor Shares of other non-RBB
                                        funds advised by BEA Associates         funds Advised by BEA Associates
-------------------------------------------------------------------------------------------------------------------
BEA (Advisor Classes)                   International Equity (MM)               International Equity (MM)
                                        Emerging Markets Equity (NN)            Emerging Markets Equity (NN)
                                        High Yield (OO)                         High Yield (OO)
                                        Global Telecommunications (PP)          Global Telecommunications (PP)
                                        Long-Short Market Neutral (AAA)         Long-Short Market Neutral (AAA)
                                        Long-Short Equity (CCC)                 Long-Short Equity (CCC)

                                        Advisor Shares of other non-RBB         Advisor Shares of other non-RBB
                                        funds advised by BEA Associates         funds advised by BEA Associates
-------------------------------------------------------------------------------------------------------------------
Cash Preservation                       Money Market (G)                        Money Market (G)
                                        Municipal Money Market (H)              Municipal Money Market (H)
-------------------------------------------------------------------------------------------------------------------
RBB                                     Money Market (E)                        Money Market (E)
                                        Municipal Money Market (F)              Municipal Money Market (F)
                                        Government Securities (P)               Government Securities (P)
-------------------------------------------------------------------------------------------------------------------
Bedford (Bear Stearns)                  Money Market (L)                        Common Shares of other non-RBB
                                                                                funds advised or sponsored by Bear,
                                                                                Stearns & Co. Inc.
-------------------------------------------------------------------------------------------------------------------
Bedford (Valley Forge)                  Money Market (L)                        Common Shares of other non-RBB
                                                                                funds advised or sponsored by
                                                                                Valley Forge Capital Holdings, Inc.
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
n/i                                     Micro Cap (FF)                          Growth & Value (HH)
                                        Growth (GG)                             Larger Cap Value (XX)
                                        Growth & Value (HH)
                                        Larger Cap Value (XX)
-------------------------------------------------------------------------------------------------------------------
Schneider Capital Management            Schneider Capital Management            Schneider Capital Management
                                        Value Fund (YY)                         Value Fund (YY)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Boston Partners (Institutional          Mid Cap Value (TT)                      Mid Cap Value (TT)
Classes)                                Large Cap Value (QQ)                    Large Cap Value (QQ)
                                        Bond (VV)                               Bond (VV)
-------------------------------------------------------------------------------------------------------------------
Boston Partners (Investor Classes)      Mid Cap Value (UU)                      Mid Cap Value (UU)
                                        Large Cap Value (RR)                    Large Cap Value (RR)
                                        Bond (WW)                               Bond (WW)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------