We are writing to inform you of the upcoming special meeting of shareholders of the Senbanc Fund (the “Fund”) of The RBB Fund, Inc. (the “Company”) to vote on an important proposal affecting the Fund: to approve a new investment advisory agreement between the Company, on behalf of the Fund, and the Fund’s investment adviser, Hilliard Lyons Research Advisors (the “Adviser”), a division of J.J.B. Hilliard, W.L. Lyons, LLC (the successor to J.J.B. Hilliard, W.L. Lyons, Inc.).

As discussed in more detail in the enclosed Proxy Statement, the current investment advisory agreement is expected to terminate during the first calendar quarter of 2008 or shortly thereafter due to a proposed change in ownership of the Adviser (the “Proposed Transaction”). To avoid disruption of the Fund’s investment management program, the Board of Directors of the Company (the “Board”) approved proposed interim and new advisory agreements for the Fund on February 14, 2008. The interim advisory agreement will become effective if the Proposed Transaction is consummated prior to shareholder approval of a new advisory agreement, and provides that, during the interim period, and until shareholder approval of a new advisory agreement, the Adviser will continue to act as adviser to the Fund on substantially the same terms and with the identical fee structure as the current investment advisory agreement. The proposed new advisory agreement is substantially similar to the current advisory agreement with respect to the services provided by the Adviser to the Fund, has the identical fee structure and would simply continue the relationship between the Fund and the Adviser. Approval of the new advisory agreement will not result in any change in the amount of fees you pay as a shareholder in the Fund. In addition, the personnel of the Fund that are currently providing services to the Fund are not expected to change as a result of the Proposed Transaction. The Company’s Board believes that the proposal is in the Fund’s and your best interests.

The question and answer section that begins on the front cover of the enclosed Proxy Statement discusses the proposal that requires shareholder approval. The Proxy Statement itself provides greater detail about the proposal, why it is being made and how it applies to the Fund. The Company’s Board recommends that you read the enclosed materials carefully and vote in favor of the proposal.

Your vote is very important to us.Whichever method you choose, please be sure to cast your vote as soon as possible. Even if you plan to attend the special meeting of shareholders, you can vote in advance using one of the other methods.

If we do not hear from you by[March, 2008], our proxy solicitor may contact you. Thank you for your response and for your continued investment with the Fund.

While we encourage you to read the full text of the enclosed Proxy Statement, for your convenience, we have provided a brief overview of the matter affecting the Fund that requires a shareholder vote.

A. The advisory agreement between The RBB Fund, Inc. (the “Company”), on behalf of the Senbanc Fund (the “Fund”), and Hilliard Lyons Research Advisors (the “Adviser”), a division of J.J.B. Hilliard, W.L. Lyons, LLC (the successor to J.J.B. Hilliard, W.L. Lyons, Inc.) (“Hilliard Lyons”), is expected to terminate because PNC Financial Services Group, Inc., the Adviser’s parent company, has agreed to sell its ownership interest in Hilliard Lyons to HL Financial Services, LLC (“HL Financial”), a subsidiary of Houchens Industries, Inc. (the “Proposed Transaction”). It is anticipated that certain of the Adviser’s employees, including its senior management, will be afforded the opportunity to make separate, individual purchases of equity in HL Financial, which will be the new parent company of the Adviser upon the closing of the Proposed Transaction. It is the intention of Hilliard Lyons and Houchens Industries, Inc. for employees of Hilliard Lyons, in the aggregate, to have an equal ownership interest following the closing of the Proposed Transaction. Hilliard Lyons has recently been converted from a corporation to a limited liability company and it is expected that, as of closing of the Proposed Transaction, the Adviser will retain the name “Hilliard Lyons,” its senior management team and substantially all of the investment personnel currently providing services to the accounts of Fund shareholders.

This change in control would be considered to be an assignment, automatically terminating the advisory agreement between the Company, on behalf of the Fund, and the Adviser in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”), which regulates investment companies such as the Company. Upon consummation of the Proposed Transaction, the Adviser will continue to provide investment advisory services to the Fund pursuant to an agreement approved by the Company’s Board of Directors on February 14, 2008. The members of the Board of Directors, including all of the Directors who are not “interested persons” as defined in the 1940 Act (the “Independent Directors”), recommend that you vote FOR the approval of the new advisory agreement.

A. If shareholders do not approve the new advisory agreement and the Proposed Transaction occurs, then the Fund’s advisory agreement will terminate upon the date of the consummation of the Proposed Transaction, and the Board of Directors will consider other alternatives and will make such arrangements for the management of the Fund’s investments as it deems appropriate and in the best interests of the Fund, including (without limitation) entering into an interim advisory agreement that will be effective for up to ~~respond~~150 days following the date of the consummation of the Proposed Transaction, or the recommendation of one or more other advisers, subject to approval by the Directors and Fund shareholders.

A. The Fund and its investment objective and policies will not change as a result of the new advisory agreement. You will still own the same number of shares in the same Fund and the value of the investment will not change. The new advisory agreement contains similar terms and conditions as the prior advisory agreement and is discussed in more detail in the enclosed Proxy Statement.

Q. Will the investment advisory fee rate be the same upon approval of the new advisory agreement?

A. Yes, the investment advisory fee rate applicable to the ~~collection~~Fund under the new advisory agreement will be the same as the rate in effect prior to the assignment.

A. After careful consideration, the members of the Company’s Board of Directors, including all of the Independent Directors, recommend that you vote in favor of the new advisory agreement. The reasons for their recommendation are discussed in more detail in the enclosed Proxy Statement under “Board Approval and Recommendation.”

A. The shareholders’ meeting will be held at the Bellevue Corporate Center, 301 Bellevue Parkway, 2nd Floor, Wilmington, Delaware on April 15, 2008, at 2:00 p.m., Eastern Standard Time.

A. No. You can simply mail in the enclosed proxy card(s) or use the telephone or internet procedures for voting your shares as set forth below.

A. You may choose from one of the following options, as described in more detail on the enclosed proxy card(s):

Q. Whom should I call for additional information ~~contained in this form are not required to respond unless~~or if I have any questions about the ~~form displays a currently valid OMB control number.~~enclosed Proxy Statement?

A. Please call The Altman Group, the Fund’s proxy solicitors, at1-800-591-8269.

Notice is hereby given that a Special Meeting of Shareholders (the “Meeting”) of the Senbanc Fund (the “Fund”) of The RBB Fund, Inc. (the “Company”) will be held at the Bellevue Corporate Center, 301 Bellevue Parkway, 2^nd Floor, Wilmington, Delaware 19809 on April 15, 2008, at 2:00 p.m., Eastern time, for the following purpose and to transact such other business, if any, as may properly come before the Meeting:

PROPOSAL: For the shareholders of the Fund to approve a new investment advisory agreement by and between the Company, on behalf of the Fund, and the Fund’s investment adviser, Hilliard Lyons Research Advisors (the “Adviser”), a division of J.J.B. Hilliard, W.L. Lyons, LLC (the successor to J.J.B. Hilliard, W.L. Lyons, Inc.), under which the Adviser will continue to act as investment adviser with respect to assets of the Fund on substantially similar terms with respect to the services provided by the Adviser and the identical fee structure as the investment advisory agreement currently in effect.

The Company’s Board of Directors recommends that shareholders vote FOR this Proposal.

Holders of record of shares of the Fund at the close of business on February, 2008 are entitled to vote at the Meeting and at any adjournments or postponements thereof. Shareholders are entitled to one vote for each share held and each fractional share is entitled to a proportionate fractional vote.

In the event that the necessary quorum to transact business or the vote required to approve the Proposal is not obtained at the Meeting, the persons named as proxies, or their substitutes, may propose and vote for one or more adjournments of the Meeting to permit the further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares of the Fund that are represented at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote FOR a proposal in favor of such adjournments, and will vote those proxies required to be voted AGAINST a proposal against any such adjournment. The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder may think that his or her vote is not important, but it is vital. We urge you to sign and date the enclosed proxy card and return it in the enclosed addressed envelope which requires no postage if mailed in the United States (or to take advantage of the telephonic or internet voting procedures described on the proxy card). Your prompt return of the enclosed proxy card (or your voting by other available means) may save the necessity of further solicitations. If you wish to attend the Meeting and vote your shares in person at that time, you will still be able to do so.

The Board of Directors of The RBB Fund, Inc. (the “Company”) is pleased to announce a Special Meeting of Shareholders (the “Meeting”) of the Company’s Robeco WPG Large Cap Growth Fund (the “Fund”) to be held on August 31, 2007 at 2:00 p.m. (Eastern time) at the Company’s offices located at Bellevue Corporate Center, 103 Bellevue Parkway, 4th Floor, Wilmington, Delaware 19809.

~~At the Meeting, shareholders will be asked to vote on the approval or disapproval of changes to certain of the fundamental investment limitations of the Fund.~~

Whether or not you plan to be present at the Meeting, your vote is needed. If you do not plan to be present at the Meeting, please complete, sign and return the enclosed Proxy Card promptly. A postage paid envelope is enclosed for this purpose. In the alternative, you may vote by touch-tone telephone or facsimile or via the Internet by following the instructions on the Proxy Card.

~~The Board of Directors unanimously recommends your approval of the proposal described in the Proxy Statement.~~

Please review the enclosed materials and complete, sign, date and return the enclosed Proxy Card. It is important that you return the Proxy Card to ensure your shares will be represented at the Meeting. Please refer to your individual Proxy Card for information about other convenient voting options that may be available to you, such as voting by touch-tone telephone or facsimile or via the Internet. If you have any questions after considering the enclosed materials, please call 1-800-622-1291.

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of the Robeco WPG Large Cap Growth Fund (the “Fund”) of The RBB Fund, Inc. (the “Company”) will be held on August 31, 2007 at 2:00 p.m. (Eastern time), at the Company’s offices located at Bellevue Corporate Center, 103 Bellevue Parkway, 4th Floor, Wilmington, Delaware 19809.

The proposals stated above are discussed in detail in the attached Proxy Statement. Shareholders of record as of the close of business on June 29, 2007 are entitled to notice of, and to vote at, the Meeting or any adjournments thereof.

~~YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSALS.~~

Each shareholder is invited to attend the Meeting in person. If you cannot be present at the Meeting, we urge you to execute and return promptly in the enclosed envelope the accompanying Proxy Card or Cards which are being solicited by the Company’s Board of Directors. Also, please refer to your individual Proxy Card for information about other convenient voting options that may be available to you, such as voting by touch-tone telephone or facsimile or via the Internet. This is important for the purpose of ensuring a quorum at the Meeting. A proxy may be revoked by any shareholder at any time before it is exercised by executing and submitting a revised proxy, by giving written notice of revocation to the Company’s Secretary, or by withdrawing the proxy and voting in person at the Meeting.

This Proxy Statement is solicited by the Board of Directors of The RBB Fund, Inc. (the “Company”) for voting at a Special Meeting of Shareholders (the “Meeting”) of the Senbanc Fund (the “Fund”) to be held onApril 15, 2008, at 2:00 p.m., Eastern Time, at the Bellevue Corporate Center, 301 Bellevue Parkway, 2^nd Floor, Wilmington, Delaware 19809. The Company is an open-end management investment company, organized as a Maryland corporation, and the Fund is a separate investment portfolio of the Company. As used in this Proxy Statement, the Fund’s shares are referred to as “Shares.”

This Proxy Statement ~~is furnished~~and the enclosed proxy card are expected to be distributed to shareholders on or about March __, 2008, or as soon as practicable thereafter. The solicitation of proxies will occur principally by mail, but proxies may also be solicited by telephone, facsimile or personal interview. If votes are recorded by telephone, the proxy solicitor will use procedures designed to authenticate shareholders’ identities to allow shareholders to authorize the voting of their Shares in accordance with their instructions, and to confirm that a shareholder’s instructions have been properly recorded.

The cost of preparing, printing and mailing the enclosed proxy card and this Proxy Statement, and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone, facsimile or telegraph, will be paid by the Adviser. The Altman Group has been hired to assist in the proxy solicitation. Estimated proxy solicitation expenses total approximately $26,000. In addition to the solicitation by mail, certain officers and ~~on behalf~~representatives of the ~~Board of Directors (the “Board” or the “Directors”) of The RBB Fund, Inc. (the “Company”) in connection with a Special Meeting of Shareholders~~Company, officers and employees of the Company’s Robeco WPG Large Cap Growth Fund (the “Fund”) to be held at the Company’s offices located at Bellevue Corporate Center, 103 Bellevue Parkway, 4th Floor, Wilmington, Delaware 19809 on August 31, 2007 at 2:00 p.m. (Eastern time)Adviser and certain financial services firms and their representatives, who will receive no extra compensation for ~~the purposes set forth in the accompanying Notice. Such meeting and any adjournments thereof are referred to in this Proxy Statement as the “Meeting.”~~their services, may solicit proxies by telephone, facsimile, letter or other electronic means.

~~The following table summarizes the proposals to be voted on at the Meeting and indicates those shareholders who are being solicited~~A proxy card is enclosed with respect to the ~~proposal:~~

~~Only shareholders of record of~~Shares you own in the ~~Fund~~Fund. If you return a properly executed proxy card, the Shares represented by it will be voted at the ~~close of business on June 29, 2007,~~Meeting in accordance with the record date for the Meeting (“Record Date”), will be entitled to notice of and to vote at the Meeting. The Company currently offers only one class of shares in the Fund, known as Institutional shares. As of the Record Date, the number of outstanding Institutional shares of the Fund was 807,302.315.

instructions thereon. Each ~~shareholder of record on the Record Date shall be~~full Share is entitled to one vote ~~for each full share held~~ and each fractional ~~share shall be entitled~~Share to a proportionate fractional vote. If you do not expect to be present at the Meeting and wish your Shares ~~may~~to be voted, please complete the enclosed proxy card and mail it in ~~person, by proxy, by telephone, by facsimile~~the enclosed reply envelope, or ~~via the Internet.~~

Proxy solicitations will be made primarily by mail. The Company’s officers and employees of Robeco Investment Management, Inc., 909 Third Avenue, New York, NY 10022, the investment adviser to the Fund (“Robeco” or the “Adviser”), may also solicit proxies personally orvote by telephone or ~~telefax. The Altman Group has been retained to solicit proxies in connection with~~ the ~~Meeting for fees of approximately $7,900. Robeco will bear all costs related to~~Internet as described on the proxy ~~solicitation and shareholder meeting.~~ card.

Any shareholder ~~submitting~~giving a proxy may revoke it at any time before it is exercised by submitting to the ~~Company~~Fund a written notice of revocation, orby the execution of a ~~subsequently executed~~later-dated proxy, or by ~~withdrawing the proxy,~~ attending the Meeting and voting in person. ~~This Proxy Statement and the enclosed Proxy Card or Cards will first be mailed to~~

For a free copy of the Fund’s ~~shareholders on~~annual report for the fiscal year ended August 31, 2007, call 1-800-444-1854 or ~~about July __, 2007.~~log-on to www.hilliard.com.

~~Properly signed proxies received by the Company in time for voting and not so revoked will be voted in accordance with the directions specified therein at the Meeting or any adjournment.~~

The Company’s Board of Directors recommends athat shareholders of the Fund vote FOR the approval of the ~~proposal. If no specification is made,~~New Advisory Agreement between the ~~proxy~~Company, on behalf of the Fund, and Hilliard Lyons Research Advisors.

At the Meeting, shareholders of the Fund will be ~~voted: 1) FOR approval~~asked to approve a new advisory agreement between the Company, on behalf of the ~~proposal~~Fund, and ~~2) in~~Hilliard Lyons Research Advisors (the “Adviser”), a division of J.J.B. Hilliard, W.L. Lyons, LLC (the successor to J.J.B. Hilliard, W.L. Lyons, Inc.) (“Hilliard Lyons”). The new advisory agreement (“New Advisory Agreement”) contains substantially similar terms with respect to the ~~discretion~~services provided by the Adviser and the identical fee structure as the prior advisory agreement (the “Prior Advisory Agreement”), which was originally entered into on August 31, 2005. The New Advisory Agreement would simply continue the relationship between the Fund and the Adviser. The members of the ~~proxies~~Company’s Board of Directors, including all of those Directors who are not “interested persons” of the Company as ~~to any other matter which may properly come before the Meeting or any adjournment thereof.~~

The Company will furnish, without charge, copies of its annual and semi-annual reports to shareholders dated August 31, 2006 and February 28, 2007, respectively, to any shareholder upon request. The annual and semi-annual reports may be obtained by writing to: The RBB Fund, Inc., 103 Bellevue Parkway, Wilmington, Delaware 19809 or by calling (888) 261-4073 or on-line by visiting http://www.robecoinvest.com.

~~The Company is organized as a Maryland corporation and is registered as an open-end management investment company under~~defined in the Investment Company Act of 1940, as amended (the “1940 Act”). (the “Independent Directors”), last approved the Prior Advisory Agreement on May 25, 2007 as part of its regular annual review process. As discussed more fully below, approval of the New Advisory Agreement is necessary due to a proposed change in control of the Adviser.

PNC Financial Services Group, Inc. (“PNC Financial”), the ~~Meeting,~~Adviser’s parent company, signed a definitive agreement to sell its ownership interest in Hilliard Lyons to HL Financial Services, LLC (“HL Financial”), a subsidiary of Houchens Industries, Inc. (“Houchens”). Houchens is a large, privately-held diversified company based in Bowling Green, Kentucky. It is anticipated that certain of the Adviser’s employees, including its senior management, will be afforded the opportunity to make separate, individual purchases of equity in HL Financial, which will be the new parent company of the Adviser upon the closing of the Proposed Transaction. It is the intention of Hilliard Lyons and Houchens for employees of Hilliard Lyons, in the aggregate, to have an equal ownership interest following the closing of the Proposed Transaction. Hilliard Lyons has recently been converted from a corporation to a limited liability company and it is expected that, as of closing of the Proposed Transaction, the Adviser will retain the name “Hilliard Lyons,” its senior management team and substantially all of the investment personnel currently providing services to the accounts of Fund shareholders. This change in control would be considered to be an assignment, automatically terminating the advisory agreement between the Adviser and the Company, on behalf of the Fund, in accordance with the 1940 Act.

To avoid disruption of the Fund’s investment management program, the Board of Directors approved an interim advisory agreement (“Interim Advisory Agreement”) on February 14, 2008 pursuant to Rule 15a-4 under the 1940 Act. Under Rule 15a-4, an adviser can serve pursuant to an interim advisory agreement for up to 150 days while a fund seeks shareholder approval of a new investment advisory agreement. Rule 15a-4 imposes the following conditions, all of which were met in the case of the Interim Advisory Agreement:

(i) the compensation under the interim contract may be no greater than under the previous contract;

(ii) the fund’s board of directors, including a majority of the independent directors, has voted in person to approve the interim contract before the previous contract is terminated;

(iii) the fund’s board of directors, including a majority of the independent directors, determines that the scope and quality of services to be provided to the fund under the interim contract will be at least equivalent to the scope and quality of services provided under the previous contract;

(iv) the interim contract provides that the fund’s board of directors or a majority of the fund’s outstanding voting securities may terminate the interim contract at any time, without the payment of any penalty, on not more than 10 calendar days’ written notice to the adviser;

(v) the interim contract contains the same provisions as the previous contract with the exception of effective and termination dates, provisions required by Rule 15a-4 and other differences determined to be immaterial by the fund’s board; and

(vi) the interim contract provides in accordance with the specific provisions of Rule 15a-4 for the establishment of an escrow account for fees received under the interim contract pending approval of a new contract by shareholders.

The Interim Advisory Agreement will become effective if the Proposed Transaction is consummated prior to shareholder approval of a new advisory agreement and would remain in effect (unless sooner terminated) until shareholders of the Fund ~~are being asked to~~either approve or disapprove ~~certain fundamental~~of the New Advisory Agreement or 150 days following the date of the consummation of the Proposed Transaction, whichever is sooner.

If the Interim Agreement does become effective, the advisory fees earned by the Adviser during the interim period will be held in an interest-bearing escrow account at __________. Fees that are paid to the escrow account, including interest earned, will be paid to the Adviser if the Fund shareholders approve the New Advisory Agreement within 150 days of the date of the Interim Advisory Agreement. If shareholders of the Fund do not approve the New Advisory Agreement within 150 days of the date of the Interim Advisory Agreement, then the Adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing the Interim Advisory Agreement, plus interest earned on the amount while in escrow; or (ii) the total amount in the escrow account, plus interest if earned.

The form of the New Advisory Agreement is attached hereto as Exhibit A. The terms of the New Advisory Agreement are substantially similar to the terms of the Prior Advisory Agreement with respect to services provided by the Adviser and has the identical fee structure. The material terms of the New Advisory Agreement and Prior Advisory Agreement are compared below in “Summary of the New Advisory Agreement and Prior Advisory Agreement.”

If the Fund’s shareholders do not approve the New Advisory Agreement at the Meeting or at an adjournment of the Meeting, then the Adviser will no longer be the investment ~~limitations~~adviser of the Fund, in which case the Board of Directors will consider other alternatives and will make such arrangements for the management of the Fund’s investments as it deems appropriate and in the best interests of the Fund, including (without limitation) entering into the Interim Advisory Agreement that will be effective for up to 150 days following the date of the consummation of the Proposed Transaction, or the recommendation of one or more other advisers, subject to approval by the Board of Directors and Fund shareholders.

Upon consummation of the Proposed Transaction, the Adviser will no longer be owned by or affiliated with PNC Financial. However, the principal management of the Adviser will remain the same, and the portfolio manager for the Fund will not change upon consummation of the Proposed Transaction.

Under the Prior Advisory Agreement, the Adviser is entitled to receive a monthly advisory fee computed at an annual rate of 0.60% of the Fund’s average daily net assets in return for the services provided by the Adviser as investment adviser to the Fund. The fee structure under the New Advisory Agreement will be identical to the fee structure under the Prior Advisory Agreement. For the fiscal year ended August 31, 2007, the Fund paid the Adviser investment advisory fees totaling $966,147.

The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser’s principal offices are located at 500 West Jefferson Street, Louisville, Kentucky, 40202-2823. As of October 31, 2007, the Adviser managed over $3.9 billion of investment assets. The Adviser is an indirect, wholly-owned subsidiary of PNC Financial. PNC Financial is a multi-bank holding company and one of the largest financial services organizations in the United States, whose principal offices are located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222. As of December 31, 2007, there were no holders of record or beneficial ownership of 10% or more of any class of issued and outstanding voting securities of PNC Financial.

The following table sets forth the name, position and principal occupation of each chief executive officer and each director of the Adviser as of December 31, 2007. Each individual’s address is c/o J.J.B. Hilliard, W.L. Lyons, LLC, 500 West Jefferson Street, Louisville, Kentucky, 40202-2823.

There were no brokerage commissions paid by the Fund to affiliated brokers of the Adviser for the Fund’s fiscal year ended August 31, 2007.

A copy of the New Advisory Agreement is attached hereto as Exhibit A. The following description is only a summary; however, all material terms of the New Advisory Agreement have been included in this summary. You should refer to Exhibit A for the New Advisory Agreement, and the description set forth in this Proxy Statement of the New Advisory Agreement is qualified in its entirety by reference to Exhibit A. The investment advisory services to be provided by the Adviser under the New Advisory Agreement and the fee structure are identical to the services currently provided by the Adviser and the fee structure under the Prior Advisory Agreement.

Advisory Services. Both the New Advisory Agreement and Prior Advisory Agreement state that, subject to the supervision of the Board of Directors of the Company, the Adviser will provide for the overall management of the Fund including (i) the provision of a continuous investment program 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 for the Fund, and (iii) the placement from time to time of orders for all purchases and sales made for the Fund. In both the New Advisory Agreement and Prior Advisory Agreement, the 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 as the Board may reasonably request and will 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.

Brokerage. Both the New Advisory Agreement and the Prior Advisory Agreement provide that (i) the Adviser, subject to its obligation to obtain best price and execution, shall have full discretion to select brokers or dealers to effect the purchase and sale of securities, (ii) in selecting brokers or dealers to execute orders for the purchase and sale of securities, the Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Fund directly or indirectly, and (iii) without limiting the generality of the foregoing, the Adviser is authorized to cause the Fund to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Fund or who otherwise provide brokerage and research services utilized by the Adviser, provided that the Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Adviser’s overall responsibilities with respect to accounts as to which the Adviser exercises investment discretion.

Management Fees. Both the New Advisory Agreement and Prior Advisory Agreement contain the identical fee structure based on the Fund’s average daily net assets.

Duration and Termination. The Prior Advisory Agreement provides that it will continue in effect until August 16, 2008, the New Advisory Agreement provides that it will continue in effect until August 16, 2009, and both the New Advisory Agreement and the Prior Advisory Agreement provide that they shall continue in effect for successive annual periods ending on August 16, subject to annual approval as required by the 1940 Act. Both the New Advisory Agreement and the Prior Advisory Agreement may be terminated at any time, on sixty (60) days prior written notice, by the Company (by vote of the Company’s Board of Directors or by vote of a majority of the outstanding voting securities of the Fund) without the payment of a penalty, or by the Adviser at any time, without the payment of a penalty, upon sixty (60) days prior written notice.

Payment of Expenses. Both the New Advisory Agreement and the Prior Advisory Agreement provide that the Adviser will pay all expenses incurred by it in connection with its activities under the Agreement, that the Fund shall bear all of its own expenses not specifically assumed by the Adviser, and that general expenses of the Company not readily identifiable as belonging to the Fund or another portfolio of the Company shall be allocated among all the portfolios of the Company in such a manner as the Company’s Board of Directors determines to be fair and equitable.

Limitation on Liability and Indemnification. Both the New Advisory Agreement and the Prior Advisory Agreement provide that the 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 the particular 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 Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under the particular Agreement (“disabling conduct”). Both the New Advisory Agreement and the Prior Advisory Agreement provide that the Fund will indemnify the 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 Adviser.

In reaching its decision to approve the New Advisory Agreement, the Directors, including all of the Independent Directors, met at their regular meeting held on February 14, 2008 with senior executives of the Adviser and Houchens’ legal counsel. In the course of their review, the Directors, with the assistance of independent counsel, considered their legal responsibilities with regard to all factors deemed to be relevant to the Fund, including, but not limited to the following: (1) the quality of services provided to the Fund and its predecessor fund since the Adviser first became investment adviser to the predecessor fund since its inception in 1999; (2) the performance of the Fund and its predecessor fund since the Adviser became the investment adviser to the predecessor fund; (3) the fact that the Proposed Transaction is not expected to affect the manner in which the Fund is advised; (4) the fact that the current investment management team will continue to manage the Fund; (5) the fact that the fee structure under the New Advisory Agreement would be identical to the fee structure under the Prior Advisory Agreement; and (6) other factors deemed relevant.

The Directors also evaluated the New Advisory Agreement in light of information they had requested and received from the Adviser prior to the February 14, 2008 meeting. The Directors reviewed these materials with management of the Adviser, legal counsel to Houchens and independent counsel to the Directors. The Independent Directors also discussed the New Advisory Agreement with counsel in an executive session, at which no representatives of the Adviser or Houchens were present. The Directors considered whether the New Advisory Agreement would be in the best interests of the Fund and its shareholders and the overall fairness of the New Advisory Agreement. Among other things, the Directors reviewed information concerning: (1) the nature, extent and quality of the services provided by the Adviser; (2) the Fund’s investment performance; (3) the cost of the services provided and the profits realized by the Adviser and its affiliates from their relationship with the Fund; (4) the extent to which economies of scale have been or will be realized as the Fund grows; and (5) the extent to which fee levels reflect the economies of scale, if any, for the benefit of the Fund’s shareholders. In their deliberations, the Directors did not rank the importance of any particular piece of information or factor considered, and it is presumed that each Director attributed different weights to the various factors.

Nature, Extent and Quality of Services Provided to the Fund.The Directors evaluated the nature, extent and quality of the services that the Adviser would provide under the New Advisory Agreement, which are the same services that the Adviser provides under the Prior Advisory Agreement, on the basis of the functions that the Adviser performs, and the quality and stability of the staff committed to those functions, the Adviser’s Form ADV, the Adviser’s favorable compliance record and financial condition and its background and history in providing services to the Fund under the Prior Advisory Agreement. The Directors considered the Adviser’s disciplined investment decision-making process used for the Fund. The Directors also considered the fact that the Adviser has not experienced any significant legal, compliance or regulatory difficulties. Based on the information provided and the Directors’ prior experience with the Adviser, the Directors concluded that the nature and extent of the services that the Adviser will provide under the New Advisory Agreement, as well as the quality of those services, would be satisfactory.

The Directors took into account that there will be no changes (including changes to the fee structure) that will adversely impact the Adviser’s ability to provide the same quality of services as were provided in the past; the New Advisory Agreement is substantially identical to the Prior Advisory Agreement; management of the Adviser would not change and the principals of the Adviser would remain the same following the change in control; the Adviser would be sufficiently capitalized following the Proposed Transaction to continue its operations; there are no material litigation, or regulatory, or administrative proceedings pending against the Adviser or its principal executive officers related to services that the Adviser provides to the Fund alleging violations of securities or related laws, fraudulent conduct, breach of fiduciary duty, or similar violations; there are no pending regulatory inquiries by the SEC or other regulators involving the Adviser related to services the Adviser provides to the Fund; there are no material compliance issues or material changes to compliance policies and procedures since the approval of the Prior Advisory Agreement; during the interim period, the advisory fees will be held in escrow pending approval of the New Advisory Agreement; the Fund would not bear any expenses related to the Proposed Transaction, including expenses related to the proxy statement, and any costs of indemnifying its officers, directors or agents with respect to the costs of any litigation or regulatory action arising in connection with the Proposed Transaction; and there are no planned fee increases for the Fund over the next two years.

Section 15(f) of the 1940 Act. The Directors also considered whether the arrangements between the Adviser and the Fund comply with the conditions of Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive safe harbor for an investment adviser to an investment company or any of its affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser so long as two conditions are met. First, for a period of three years after closing of the transaction, at least 75% of the board members of the Company cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Second, an “unfair burden” must not be imposed upon the Fund as a result of the transaction or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” is defined in Section 15(f) to include any arrangement during the two-year period after the closing of the transaction whereby the investment adviser (or predecessor or successor adviser) or any interested person of any such investment adviser, receives or is entitled to receive any compensation, directly or indirectly, from the Fund or its shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the Fund (other than bona fide ordinary compensation as principal underwriter for the Fund).

Consistent with the first condition of Section 15(f), the Adviser has represented it is not aware of any current plans to reconstitute the Board of Directors following the Proposed Transaction. Thus, at least 75% of the Directors would not be “interested persons” (as defined in the 1940 Act) of the Adviser for a period of three years after closing of the Proposed Transaction and would be in compliance with this provision of Section 15(f). With respect to the second condition of Section 15(f), the Adviser has represented that the Proposed Transaction will not have an economic impact on the Adviser’s ability to provide services to the Fund and, accordingly, no fee increases are contemplated. Thus, the Proposed Transaction will not result in an “unfair burden” (as defined in Section 15(f)) during the two-year period following the closing of the Proposed Transaction.

Costs of Services Provided and Profits Realized by the Adviser.The Directors examined the fee and expense information for the Fund, including a comparison of such information to other similarly situated mutual funds as determined by Lipper Inc. (“Lipper”). The Directors also examined the total expense ratio of the Fund relative to the other mutual funds in its Lipper category.

The Directors reviewed financial information provided by the Adviser, including information concerning its costs in providing services to the Fund and its profitability. The Directors next considered that the contractual management fees and the actual management fees for the Fund were lower than the median of the Fund’s Lipper peer group. The Directors examined the total expense ratio, including Rule 12b-1 fees and shareholder servicing fees, of the Fund, noting the Fund’s expense ratio approximated that of its peers. The Directors then noted that the Adviser agreed to voluntarily waive its advisory fee and reimburse expenses of the Fund to limit the Fund’s total annual operating expenses to 1.75%, further noting that the Fund has not had to waive its advisory fee or reimburse expenses in the past several years because total annual operating expenses have been below 1.75%.

The Directors noted that the Adviser does not manage other funds or accounts with investment objectives comparable to that of the Fund. Consequently, there was no basis to compare the Fund’s performance with other funds or accounts that the Adviser manages.

Based on the information provided, the Directors concluded that the amount of advisory fees that the Fund currently pays, and will pay under the New Advisory Agreement, to the Adviser is reasonable in light of the nature and quality of the services provided.

Investment Performance of the Fund.The Directors reviewed information prepared by Lipper as of December 31, 2007 concerning the Fund’s investment performance, both absolutely as well as compared to other funds in its peer group. The Directors determined that the Fund’s performance compared favorably with other funds in its peer group over an extended period of time, which reflected favorably on the high quality of the Adviser’s staff assigned to the Fund. The Directors also considered the Adviser’s quarterly portfolio reviews explaining the Fund’s performance, the Adviser’s consistent and disciplined investment decision process and the investment strategies it employs for the Fund. After considering all of the information, the Directors concluded that, although past performance is not a guarantee of future results, the Fund and its shareholders were likely to benefit from the Adviser’s continued investment management services.

Economies of Scale and Fee Levels Reflecting Those Economies.In considering the overall fairness of the New Advisory Agreement, the Directors assessed the degree to which economies of scale that would be expected to be realized if the Fund’s assets increase as well as the extent to which fee levels would reflect those economies of scale for the benefit of the Fund’s shareholders. The Directors determined that the fee schedule in the New Advisory Agreement is reasonable and appropriate and that breakpoints in the fee schedule are unnecessary based on the current level of the Fund’s assets.

Other Benefits to the Adviser.Given the nature of the Fund, the Adviser advised the Directors that it derives minimal, if any, indirect benefits from its relationship with the Fund. Therefore, the fees that the Adviser earns as the Fund’s investment adviser are the principal benefit according to the Adviser as a result of its relationship with the Fund. The Directors believe that ~~these Proposals~~the Fund generally benefits from its association with the Adviser. Based on all of the information presented to and considered by the Directors and the conclusions that it reached, the Directors approved the New Advisory Agreement on the basis that its terms and conditions are fair to, and in the best interests of, the ~~Fund’s~~Fund and its shareholders.

~~Certain investment limitations~~Based on all of the foregoing, the Directors recommend that shareholders of the Fund ~~are matters of fundamental policy and may not be changed without~~vote FOR the approval of the ~~Fund’s shareholders. Robeco, as~~New Advisory Agreement.

Record Date. Only shareholders of record at the ~~Fund’s investment adviser, has recommended~~close of business on ______________, 2008 (the “Record Date”) will be entitled to vote at the ~~Board of Directors that the Fund’s fundamental investment limitations relating to (i) issuer concentration, (ii) industry concentration, (iii) lending,~~Meeting and ~~(iv) borrowing, pledging and issuance of senior securities be amended as described below. The proposed changes would modernize the limitations by updating them to current industry practices.~~

In particular, approval of Proposals 1(a)-(d) would (i) provide for the greatest flexibility to the extent permitted by law so as not to disadvantage the Fund by continuing to prohibit investment practices available to industry competitors and (ii) allow the Fund to respond more effectively to regulatory, industry and market developments. Robeco has advised the Board of Directors that it believes allat any adjournment thereof. As of the ~~proposed changes to be consistent with prudent investment management. Except as specifically noted below, these changes do not reflect a change in the investment policies or techniques of the Fund.~~

~~Robeco further has advised the Board of Directors that the ability to engage in short sales will enhance the investment flexibility~~Record Date, there were[ ]shares of the Fund issued and could assist the Fund in achieving its investment objective. The Fund’s investment objective is long-term growth of capital. The Fund seeks to achieve its investment objective by investing in securities of large cap companies (currently defined as U.S. companies included in the S&P 500^{^®} ~~Index and Russell 1000~~^{^®} Index). Robeco believes it may be more effective and/or more efficient if the Fund engages in short sales to provide a more predictable and successful return by allowing it to capitalize on a particular security’s anticipated underperformance relative to the Fund’s benchmark. In addition, Robeco believes that if short sales were accomplished in a manner that involved leverage, short positions could be taken while protecting the potential profit from the full complement of long positions typically held by the Fund under its current strategy. To execute such short sales, Robeco believes it may be necessary for the Fund to enter into certain collateral arrangements with brokers that are precluded by the Fund’s current fundamental investment limitations relating to borrowing, pledging and issuance of senior securities.outstanding.

~~If Proposal 1(d) is approved, Robeco expects that the Fund would engage in an investment strategy known as “130/30,” i.e., 130% long positions~~Required Vote and ~~30% short positions. However, the Fund would be permitted to engage in short sales up to 50% of value of~~

its net assets. The Fund’s long positions and their equivalents will range between 100% and 150% of the value of the Fund’s net assets. The Fund’s short positions will range between 0% and 50% of the value of the Fund’s net assets. While the long and short positions held by the Fund will vary in size as market opportunities change, the Fund will target long positions of 130% and short positions of 30% of the value of the Fund’s net assets. The Fund intends to maintain an approximate net 100% long exposure to the equity market (long market value minus short market value). In rising markets, the Fund expects that the long positions will appreciate more rapidly than the short positions, and in declining markets, that the short positions will decline faster than the long positions.

If Proposal 1(d) is approved by shareholders, Robeco expects that the Fund would implement the “130/30” investment strategy on or about September 4, 2007 and that the name of the Fund would be changed to the Robeco WPG 130/30 Large Cap Core Fund.

~~Attached as Appendix A to this Proxy Statement is a chart which lists the Fund’s current fundamental investment limitations and the proposed replacement limitations.~~

If shareholders approve Proposal 1(d), it is expected the Fund will engage in short sales—including those that are not “against the box,” which means that the Fund may make short sales where the Fund does not currently own or have the right to acquire, at no added cost, securities identical to those sold short – in accordance with the provisions of the 1940 Act. In a typical short sale, the Fund borrows from a broker a security in order to sell the security to a third party. The Fund is then obligated to return a security of the same issuer and quantity at some future date. The Fund realizes a loss to the extent the security increases in value or a profit to the extent the security declines in value (after taking into account any associated costs). Short sales “against the box” may protect the Fund against the risk of losses in the value of a portfolio security because any decline in value of the security should be wholly or partially offset by a corresponding gain in the short position. Any potential gains in the security, however, would be wholly or partially offset by a corresponding loss in the short position. Short sales that are not “against the box” involve a form of investment leverage, and the amount of the Fund’s loss on a short sale is potentially unlimited.

If the Fund engages in short sales, it may have to pay a premium to borrow the securities and must pay to the lender any dividends or interest paid on the securities while they are borrowed. This will result in additional Fund expenses. Attached as Appendix B are tables that compare the Fund’s current expenses to its estimated expenses should the Fund engage in short sales.

The changes to the Fund’s investment strategy described in this Proxy Statement, including the proposed changes to certain of the Fund’s fundamental investment limitations, were approved by the Board of Directors at a meeting held on May 24, 2007.

Voting Information.The approval of the ~~changes to certain of the Fund’s fundamental investment limitations~~Proposal described ~~in Proposal 1(a)-(d) also require~~above requires the affirmative vote of a “majority of the outstanding ~~shares”~~voting securities” of the Fund (as defined in the 1940 Act), which means the lesser of (1) the holders of 67% or more of the ~~shares~~Shares of the Fund present at the Meeting if the holders of more than 50% of the outstanding ~~shares~~Shares of ~~such~~the proposed Fund are present in person or by proxy or (2) more than 50% of the outstanding ~~shares of the Fund.~~ Shares of the Fund ~~will be voted separately on Proposals 1(a)-(d)~~(the “1940 Act voting requirement”). ~~For more information, see “Voting Information” below.~~

The ~~Board~~presence in person or by proxy of ~~Directors recommends that Fund shareholders~~the holders of one-third of the Shares entitled to vote ~~“FOR”~~shall constitute a quorum for the transaction of business at the Meeting. However, more than 50% of such Shares must be represented at the meeting in order to satisfy the 1940 Act voting requirement. For purposes of determining the presence of a quorum, abstentions, broker “non-votes” or withheld votes will be counted as present. Abstentions will have the effect of a “no” vote for purposes of obtaining the requisite approval of the ~~proposed changes~~Proposal. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to ~~certain~~vote Shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as abstentions.

If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the Proposal are not received, the persons named as proxies, or their substitutes, may propose and vote for one or more adjournments of the ~~Fund’s fundamental investment limitations as set forth~~Meeting to permit the further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those Shares affected by the adjournment that are represented at the Meeting in ~~Proposals 1(a)-(d).~~person or by proxy.

Other Matters.No business other than the matter described above is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to adjournment of the Meeting, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.

The By-Laws of the Company require the affirmative vote of a majority of all the votes cast at a meeting at which a quorum is present for the approval of the Proposal. The presence in person or by proxy of the holders of one-third of the shares entitled to vote shall constitute a quorum for the transaction of business at the Meeting. For purposes of determining the presence of a quorum, abstentions, broker “non-votes” or withheld votes will be counted as present. Abstentions will have the effect of a “no” vote for purposes of obtaining the requisite approval of the proposal. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as abstentions.

In the event that a quorum is not present at the Meeting, or in the event that a quorum is present at the Meeting but sufficient votes to approve the Proposals are not received, the persons named as proxies, or their substitutes, may propose and vote for one or more adjournments of the Meeting to permit the further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the Meeting in person or by proxy.

Shares.[To the Company’s knowledge, ~~the following persons were~~no person was the record ~~owners~~owner of more than 5% of the outstanding ~~shares~~Shares of the Fund as of the Record Date. ~~The Company does not know whether such persons also beneficially own such shares.~~

Management.As of the Record Date, ~~none~~[none of the Company’s directors or officers owned any ~~shares~~Shares of the ~~Portfolio.~~Fund.]

Distributor.PFPC, Inc., 301 Bellevue Parkway, Wilmington, DEDelaware 19809, serves as the Fund’s administrator and PFPC Distributors, Inc., 760 Moore Road, King of Prussia, PAPennsylvania 19406, serves as the Fund’s principal ~~distributor.~~underwriter.

Procedures for Shareholder Communications with the Board.The Company’s Board of Directors will receive and review written correspondence from shareholders. Shareholders may address correspondence to individual Directors or to the full Board at the Company’s principal business address. The Board or an individual Director will respond to shareholder correspondence in a manner that the Board or Director deems appropriate given the subject matter of the particular correspondence.

The Company maintains copies of all correspondence addressed to individual Directors or the Board. Copies of all such correspondence are forwarded promptly to an individual Director or the Board, as applicable. The Company responds to any correspondence in the nature of routine operational matters, such as routine account inquiries, on a timely basis, notwithstanding that the correspondence is addressed to an individual Director or the Board, and communicates such response to the Board or Director to whom the correspondence was addressed.

Shareholder Proposals. The Company does not intend to hold meetings of shareholders except to the extent that such meetings may be required under the 1940 Act or state law. Under the Company’s By-Laws, shareholders owning in the aggregate 10% of the outstanding ~~shares~~Shares of all classes of the Company have the right to call a meeting of shareholders to consider the removal of one or more Directors. Shareholders who wish to submit proposals for inclusion in the proxy statement for a subsequent shareholder meeting should submit their written proposals to the Company at its principal office within a reasonable time before such meeting. The timely submission of a proposal does not guarantee its consideration at the meeting.

~~- 7 -~~PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY PROXY VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

AGREEMENT made as of , 2008, between THE RBB FUND, INC., a Maryland corporation (herein called the “Fund”), and Hilliard Lyons Research Advisors, a division of J.J.B. Hilliard, W.L. Lyons, Inc. (herein called the “Investment Advisor”).

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

WHEREAS, the Fund desires to retain the Investment Advisor to render certain investment advisory services to the Fund with respect to the Fund’s Senbanc Fund (the “Portfolio”), and the Investment Advisor is willing to so render such services.

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

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

~~Robeco WPG Large Cap Growth~~2.Delivery of Documents. The Fund has furnished the Investment Advisor with copies properly certified or authenticated of each of the following:

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

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

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

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

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

4.Brokerage. Subject to the Investment Advisor’s obligation to obtain best price and execution, the Investment Advisor shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Advisor places orders for the purchase or sale of securities for the Portfolio, in selecting brokers or dealers to execute such orders, the Investment Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Advisor is authorized to cause the Portfolio to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Advisor, provided that the Investment Advisor determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Advisor’s overall responsibilities with respect to accounts as to which the Investment Advisor exercises investment discretion. The Investment Advisor may aggregate securities orders so long as the Investment Advisor adheres to a policy of allocating investment opportunities to the Portfolio over a period of time on a fair and

equitable basis relative to other clients. In no instance will the Portfolio’s securities be purchased from or sold to the Fund’s principal underwriter, the Investment Advisor, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law.

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

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

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

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

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

7.Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all records which it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Investment Advisor 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 Advisor will pay all expenses incurred by it in connection with its activities under this Agreement. The Portfolio shall bear all of its own expenses not specifically assumed by the Investment Advisor. General expenses of the Fund not readily identifiable as belonging to a portfolio of the Fund shall be allocated among all investment portfolios by or under the direction of the Fund’s Board of Directors in such manner as the Board determines to be fair and equitable. Expenses borne by the Portfolio shall include, but are not limited to, the following (or the portfolio’s share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by the Portfolio and any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Portfolio by the Investment Advisor; (c) filing fees and expenses relating to the registration and qualification of the Fund and the Portfolio’s shares under federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Fund’s directors and officers; (e) taxes (including any income or franchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Fund or the Portfolio for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; (i) charges of custodians and other agents; (j) expenses of setting in type and printing prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy material that are not attributable to a class; (1) any extraordinary expenses; (m) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (n) costs of mailing and tabulating proxies and costs of shareholders’ and directors’ meetings; (o) costs of independent pricing services to value a portfolio’s securities; and (p) the costs of investment company literature and other publications provided by the Fund to its directors and officers. Distribution expenses, transfer agency expenses, expenses of preparation, printing and mailing, prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular class of the Fund are allocated to such class.

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

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

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

(a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Advisor from the assets of the Portfolio and the Investment Advisor will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of 0.60% of the Portfolio’s average daily net assets.

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

12.Limitation of Liability of the Investment Advisor. The Investment Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Advisor in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement (“disabling conduct”). The Portfolio will indemnify the Investment Advisor 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 Advisor. 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 Advisor 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 Advisor was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Portfolio who are neither “interested persons” of the Portfolio nor parties to the proceeding (“disinterested non-party directors”) or (b) an independent legal counsel in a written opinion. The Investment Advisor shall be entitled to advances from the Portfolio for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Maryland General Corporation Law. The Investment Advisor shall provide to the Portfolio a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Portfolio has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment Advisor shall provide a security in form and amount acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily available to the Portfolio at the time the advance is proposed to be made, that there is reason to believe that the Investment Advisor will ultimately be found to be entitled to indemnification. Any amounts payable by the Portfolio under this Section shall be satisfied only against the assets of the Portfolio and not against the assets of any other investment portfolio of the Fund.

The limitations on liability and indemnification provisions of this paragraph 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Investment Advisor’s rights to the Portfolio’s name. The Investment Advisor shall indemnify and hold harmless the Fund and the Portfolio for any claims arising from the use of the term “Senbanc” in the name of the Portfolio.

13.Duration and Termination. This Agreement shall become effective with respect to the Portfolio upon approval of this Agreement by vote of a majority of the outstanding voting securities of the Portfolio and, unless sooner terminated as provided herein, shall continue with respect to the Portfolio until August 16, 2009. Thereafter, if not terminated, this Agreement shall continue with respect to the Portfolio for successive annual periods ending on August 16provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio;provided,however, that this Agreement may be terminated with respect to the Portfolio by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio, on 60 days’ prior written notice to the Investment Advisor, or by the Investment Advisor at any time, without payment of any penalty, on 60 days’ prior written notice to the Fund. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meaning as such terms have in the 1940 Act).

14.Amendment of this Agreement. No provision of this Agreement may be changed, discharged or terminated orally, except by an instrument in writing signed by the party against

which enforcement of the change, discharge or termination is sought, and no amendment of this Agreement affecting the Portfolio shall be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Portfolio.

15.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.

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

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

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

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.


~~Current Fundamental Investment Limitation~~ THE RBB FUND, INC.

By:		~~Proposed Fundamental Investment Limitation~~
Name:		Edward J. Roach
Title:		President and Treasurer

HILLIARD LYONS RESEARCH ADVISORS, A DIVISION OF J.J.B. HILLIARD W.L. LYONS, LLC

~~Limitation on Issuer Concentration~~ 1(a). The Fund may not, with respect to 75% of its total assets, purchase securities of an issuer (other than U.S. government securities or, with respect to the Fund, repurchase agreements collateralized by U.S. government securities and shares of other investment companies), if: ~~(a) such purchase would cause more than 5% of the Fund’s total assets taken at market value to be invested in the securities of such issuer; or~~ (b) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund; provided, however, that the Fund may invest all or part of its investable assets in an open-end investment company with substantially the same investment objective, policies and restrictions as the Fund. By:		1(a). The Fund may not make any investment inconsistent with the Fund’s classification as a diversified series of an open-end investment company under the 1940 Act, provided, however, that the Fund may invest all or part of its investable assets in an open-end investment company with substantially the same investment objective, policies and restrictions as the Fund.

~~- 8 -~~

Name:
~~Current Fundamental Investment Limitation~~ Title:		~~Proposed Fundamental Investment Limitation~~

~~Limitation on Industry Concentration~~ 1(b). The Fund may not purchase securities of one or more issuers conducting their principal business activity in the same industry, if immediately after such purchase the value of its investments in such industry would exceed 25% or more of its total assets, provided that this restriction shall not apply to securities issued or guaranteed as to principal and interest by the U.S. government, its agencies or instrumentalities; provided, however, that the Fund may invest all or part of its investable assets in an open-end investment company with substantially the same investment objective, policies and restrictions as the Fund.		1(b). The Fund may not concentrate its investments in the securities of one or more issuers conducting their principal business activities in the same industry (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities), provided, however, that the Fund may invest all or part of its investable assets in an open-end investment company with substantially the same investment objective, policies and restrictions as the Fund.
~~Limitation on Lending~~ 1(c). The Fund may not lend its funds to other persons, except through the purchase of all or a portion of an issue of debt securities publicly distributed or other securities or debt obligations in accordance with its objective or through entering into repurchase agreements; provided that each such repurchase agreement has a duration of no more than seven days and that the value of all of the Fund’s outstanding repurchase agreements, together with the value of all illiquid investments of the Fund, does not exceed 15% of the Fund’s total assets at any time. The Fund may not lend its portfolio securities unless the borrower is a broker, dealer or financial institution; provided that the terms, the structure and the aggregate amount of such loans are not inconsistent with the 1940 Act or the rules and regulations or interpretations of the SEC thereunder.		~~1(c). The Fund may not make loans except to the extent permitted by the 1940 Act.~~

~~- 9 -~~


~~Current Fundamental Investment Limitation~~		~~Proposed Fundamental Investment Limitation~~

~~Limitation on Borrowing, Pledging and Issuance of Senior Securities~~ 1(d). The Fund may not borrow money, except from banks as a temporary measure to facilitate the meeting of redemption requests which might otherwise require the untimely disposition of portfolio investments or for extraordinary or emergency purposes, provided that the aggregate amount of such borrowings may not exceed 33% of the value of the Fund’s total assets (including amounts borrowed) at the time of borrowing, or mortgage, pledge or hypothecate its assets, except in an amount sufficient to secure any such borrowing. ~~The Fund may not issue senior securities, except as permitted under the 1940 Act and except that the Fund may issue shares of beneficial interest in multiple classes or series.~~		1(d). The Fund may not borrow money, issue senior securities or mortgage, pledge or hypothecate its assets except to the extent permitted by the 1940 Act, provided, however, that (a) collateral arrangements in connection with short sales, options, futures, options on futures or other permitted investment practices and collateral arrangements with respect to initial or variation margin for such transactions will not be deemed to be a pledge or other encumbrance of the Fund’s assets, and (b) assets held in escrow or in a separate account in connection with the Fund’s permitted investment practices will not be considered to be borrowings or deemed to be a pledge or other encumbrance of the Fund’s assets.

~~- 10 -~~

~~APPENDIX B~~

~~Estimated Impact on Fund Expenses~~

The following tables are designed to show the estimated impact of additional expenses that the Fund may incur in the form of dividend expenses if shareholders approve Proposal 1(d) and the Fund engages in short sales as described in this Proxy Statement. Shareholder fees are paid by you at the time you purchase or sell your shares. Annual Fund Operating Expenses are paid out of Fund assets, and are reflected in the share price.

Institutional Class
   Fees and Expenses of
the Fund for the Fiscal
Year Ended August 31, 2007 Pro Forma Fees and
Expenses Reflecting
Estimated Dividend
Expenses on Short Sales
Shareholder Fees (fees paid directly from your investment)

Maximum sales charge imposed on purchases
   None None
Maximum deferred sales charge
   None None
Maximum sales charge imposed on reinvested dividends
   None None
Redemption Fee⁽¹⁾
   2.00% 2.00%
Exchange Fee
   None None
Annual Fund Operating Expenses* (expenses that are deducted from Fund assets)

Management fees
   0.75% 0.75%
Distribution (12b-1) fees
   None None
Other Expenses
   1.04% 1.04%
Dividend Expenses on Short Sales
   —   0.74%
Total Other Expenses⁽²⁾
   1.04% 1.78%⁽³⁾
Total annual Fund operating expenses
   1.79% 2.53%⁽³⁾
Fee waiver/expense reimbursements⁽⁴⁾
   (0.39%) (0.39%)
Net expenses
   1.40% 2.14%

*	~~Shareholders requesting redemptions by wire are charged a transaction fee of $7.50~~

~~(1)~~

To prevent the Fund from being adversely affected by the transaction costs associated with short-term shareholder transactions, the Fund will redeem shares at a price equal to the net asset value of the shares, less an additional transaction fee equal to 2.00% of the net asset value of all such shares redeemed that have been held for 60 days. Such fees are not sales charges or contingent deferred sales charges, but are retained by the Fund for the benefit of all shareholders.

~~(2)~~

“Other expenses” include audit, administration, custody, legal, registration, transfer agency, and miscellaneous other charges and shareholder services fees. The Fund may pay shareholder services fees (which are included in Other expenses) up to a maximum of 0.25% of the Fund’s average daily net assets attributable to Institutional Shares, but estimates that shareholder servicing fees will not be more than 0.02% during the current fiscal year.

~~(3)~~

“Other expenses” and “Total annual Fund operating expenses” also include dividends on securities which the Fund sold short (“short-sale dividends”). Short-sale dividends generally reduce the market value of the securities by the amount of the dividend declared, thus increasing the Fund’s unrealized gain or reducing the Fund’s unrealized loss on the securities sold short. Short-sale dividends are treated as an expense, and increase the Fund’s total expense ratio, although no cash is received or paid by the Fund. The estimated amount of short-sale dividends is 0.74% of average net assets for the most recent fiscal year. A $15.00 custodial maintenance fee is charged per IRA account per year.

~~- 11 -~~

~~(4)~~

The Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses (other than brokerage commissions, extraordinary items, interest, taxes and any other items agreed to by the Fund and the Adviser from time to time) in an aggregate amount equal to the amount by which the Fund’s Total annual Fund operating expenses (other than brokerage commissions, extraordinary items, interest, taxes or any other items agreed to by the Fund and the Adviser from time to time) exceeds 1.40% (excluding short-sale dividend expenses) of the Fund’s average daily net assets through December 31, 2007.

~~Example~~

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of the period. The example also assumes that your investment has a 5% return each year, that the operating expenses of the Fund remain the same, and that you reinvested all dividends and distributions.

~~Although your actual costs may be higher or lower, based on these assumptions your costs would be:~~

Institutional Class
   Current Cost of
Investing    Pro Forma Cost of
Investing
1 Year
   $ 143    $ 346
3 Years*
   $ 525    $ 569
5 Years*
   $ 933    $ 1,133
10 Years*
   $ 2,073    $ 2,670

*	The waiver and reimbursement arrangement agreed to by the Adviser, if not extended, will terminate on December 31, 2007. Thus, the 3 Years, 5 Years and 10 Years examples reflect the waiver and reimbursement arrangement only for the first year.

~~- 12 -~~

This Proxy issolicited on behalf of the Board of Directors of The RBB Fund, Inc. (the “Company”) for the Special Meeting of Shareholders (the “Meeting”) and related to the proposal with respect to the Company’s ~~Robeco WPG Large Cap Growth~~Senbanc Fund (the “Fund”). The undersigned hereby appoints Edward J. Roach and James Shaw, and each of them, proxies for the undersigned, with full power of substitution and revocation to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Meeting to be held at 2:00 p.m. (Eastern time), on ~~August 31, 2007,~~April 15, 2008, at the ~~Company’s offices located at~~ Bellevue Park Corporate Center, ~~103~~301 Bellevue Parkway, 42^thnd Floor, Wilmington, Delaware 19809, and any adjournment(s) thereof. In their discretion, the proxies, and each of them, also are authorized to vote upon any other business that may properly come before the Meeting or any adjournment(s) thereof.

YOUR VOTE IS IMPORTANT. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INSTRUCTED. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE “FOR” THE PROPOSALS RELATING TO THE FUND WITH DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF. THE UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN.

Proposal 1:: To approve ~~changes~~a new investment advisory agreement by and between The RBB Fund, Inc., on behalf of the Fund, and the Fund’s investment adviser, Hilliard Lyons Research Advisors (the “Adviser”), a division of J.J.B. Hilliard, W.L. Lyons, LLC (the successor to J.J.B. Hilliard, W.L. Lyons, Inc.), under which the Adviser will continue to act as investment adviser with respect to assets of the Fund on substantially similar terms with respect to the ~~following fundamental~~services provided by the Adviser and the identical fee structure as the investment ~~limitations of the Fund:~~advisory agreement currently in effect:

Unless otherwise specified in the blocks provided, the undersigned’s vote will be cast FOR the ~~proposals~~proposal above.The Board of Directors of The RBB Fund, Inc. recommends that you vote FOR the proposals set forth above.

If you should have any questions about the proxy material or the execution of your vote, simply call 1-800-591-8269 between the hours of 10 a.m. and 10 p.m. Eastern Standard Time. Representatives will be happy to assist you. Please have this proxy card available at the time of the call.

Your vote is important, no matter how many shares you own. You may receive additional proxies for other accounts. These are not duplicates; you should sign and return each proxy card in order for your votes to be counted.

Please sign exactly as name(s) appears above. If shares are held in the name of joint owners, each should sign. If signing as an attorney-in-fact, executor, administrator, trustee, guardian or in some other representative capacity you should so indicate. If shareholder is a corporation or partnership, please sign in full corporate or partnership name by an authorized person.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND THE PROXY STATEMENT, DATED ~~JULY~~ , ~~2007,~~2008, AND HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN.


~~Proposal~~		~~Shareholders Solicited~~
~~1. To approve or disapprove changes to the following fundamental investment limitations:~~

~~(a) limitation on issuer concentration;~~		~~All shareholders of record of the Fund voting together.~~

~~(b) limitation on industry concentration;~~		~~All shareholders of record of the Fund voting together.~~

~~(c) limitation on lending; and~~		~~All shareholders of record of the Fund voting together.~~

~~(d) limitation on borrowing, pledging and issuance of senior securities.~~		~~All shareholders of record of the Fund voting together.~~


Name		Principal Occupation with Adviser

James R. Allen		Director, Chief Executive Officer, President

James M. Rogers		Director, Chief Operating Officer, Executive Vice President

Joan L. Gulley		Director

Joseph C. Guyaux		Director

William S. Demchak		Director

Carmella R. Miller		Director, Chief Administrative Officer, Executive Vice President



	FOR	AGAINST	ABSTAIN
	¨	¨	¨

~~(b)~~	~~the limitation on industry concentration;~~

¨	~~FOR~~¨	~~AGAINST~~	~~ABSTAIN~~
	¨	¨	¨

~~(c)~~	~~the limitation on lending; and~~

	~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
	¨	¨	¨

~~(d)~~	~~the limitation on borrowing, pledging and issuance of senior securities.~~

	~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
	¨	¨	¨


Institutional Class	Fees and Expenses of the Fund for the Fiscal Year Ended August 31, 2007	*Pro Forma* Fees and Expenses Reflecting Estimated Dividend Expenses on Short Sales
Shareholder Fees (fees paid directly from your investment)
Maximum sales charge imposed on purchases	None	None
Maximum deferred sales charge	None	None
Maximum sales charge imposed on reinvested dividends	None	None
Redemption Fee⁽¹⁾	2.00%	2.00%
Exchange Fee	None	None
Annual Fund Operating Expenses* (expenses that are deducted from Fund assets)
Management fees	0.75%	0.75%
Distribution (12b-1) fees	None	None
Other Expenses	1.04%	1.04%
Dividend Expenses on Short Sales	—	0.74%
Total Other Expenses⁽²⁾	1.04%	1.78%⁽³⁾
Total annual Fund operating expenses	1.79%	2.53%⁽³⁾
Fee waiver/expense reimbursements⁽⁴⁾	(0.39%)	(0.39%)
Net expenses	1.40%	2.14%


Institutional Class	Current Cost of Investing		*Pro Forma* Cost of Investing
1 Year	$	143	$	346
3 Years*	$	525	$	569
5 Years*	$	933	$	1,133
10 Years*	$	2,073	$	2,670




Signature and Titles, if applicable		Date



Signature (Joint Owners)		Date