PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

                                       OF

                               THE RBB FUND, INC.



          WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business
as an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act"); and

          WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to
Rule 12b-1 under the Act with respect to shares of the Bear Stearns Government
Money Common Stock, par value $.001 per share (the "Bear Stearns Class
Government Money Shares") of its Bear Stearns Money Market Family and the Board
of Directors has determined that there is a reasonable likelihood that adoption
of this Plan of Distribution will benefit the Fund and its stockholders;

          NOW, THEREFORE, the Fund hereby adopts, and the Fund's Distributor
hereby agrees to the terms of, this Plan of Distribution (the "Plan") in
accordance with Rule 12b-1 under the Act on the following terms and conditions:

          1.   The Fund shall pay to its distributor (the "Distributor"), as the
distributor of the Bear Stearns Class Government Money Shares, compensation for
distribution of its shares at an annual rate not to exceed .75% of the average
daily net assets of the Bear Stearns Class Government Money Shares. The amount
of such compensation shall be agreed upon by the Board of Directors of the Fund
and by the Distributor and shall be calculated and accrued daily and paid
monthly or at such other intervals as the Board of Directors and the Distributor
shall mutually agree.

          2.   The amount set forth in paragraph 1 of this Plan shall be paid
for the Distributor's services as distributor of the Bear Stearns Class
Government Money Shares. Such amount may be spent by the Distributor on any
activities or expenses primarily intended to result in the sale of Bear Stearns
Class Government Money Shares, including, but not limited to: compensation to
and expenses of employees of the Distributor who engage in or support
distribution of the Bear Stearns Class Government Money Shares, including
overhead and telephone expenses; printing of prospectuses and reports for other
than existing shareholders; preparation, printing and distribution of sales
literature and advertising materials; and compensation to certain financial
institutions ("Service Organizations") who sell Bear Stearns Class Government
Money Shares. The Distributor may negotiate with any such Service Organizations
the services to be provided by the Service Organization to shareholders in
connection with the sale of Bear Stearns Class Government Money Shares
("Distribution Services"), and all or any portion of the compensation paid to
the Distributor under paragraph 1 of this Plan may be reallocated by the
Distributor to Service Organizations who sell Bear Stearns Class Government
Money Shares.


          The compensation paid to Service Organizations with respect to
Distribution Services will compensate Service Organizations to cover certain
expenses primarily intended to result in the sale of Bear Stearns Class
Government Money Shares, including, but not limited to: (a) costs of payments
made to employees that engage in the sale of Bear Stearns Class Government Money
Shares; (b) payments made to, and expenses of, persons who provide support
services in connection with the sale of Bear Stearns Class Government Money
Shares, including, but not limited to, office space and equipment, telephone
facilities, processing shareholder transactions and providing any other
shareholder services not otherwise provided by the Fund's transfer agent; (c)
costs relating to the formulation and implementation of marketing and
promotional activities, including, but not limited to, direct mail promotions
and television, radio, newspaper, magazine and other mass media advertising; (d)
costs of printing and distributing prospectuses, statements of additional
information and reports relating to the Bear Stearns Class Government Money
Shares to prospective shareholders of the Bear Stearns Class Government Money
Shares; (e) costs involved in preparing, printing and distributing sales
literature pertaining to the Bear Stearns Class Government Money Shares; and (f)
costs involved in obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Service Organization
may, from time to time, deem advisable.

          The compensation paid to Service Organizations with respect to
Shareholder Services will compensate Service Organizations for personal service
and/or the maintenance of shareholder accounts, including but not limited to (a)
responding to inquiries of customers or clients of the Service Organization who
beneficially own Bear Stearns Class Government Money Shares ("Customers"), (b)
providing information on Customer investments and (c) providing other
shareholder liaison services.

          The compensation paid to Service Organizations with respect to
Administrative Services will compensate Service Organizations for administrative
and accounting services to their Customers, including, but not limited to: (a)
aggregating and processing purchase and redemption requests from Customers and
placing net purchase and redemption orders with the Fund's distributor or
transfer agent; (b) providing Customers with a service that invests the assets
of their accounts in the Bear Stearns Class Government Money Shares; (c)
processing dividend payments from the Bear Stearns Class Government Money Shares
on behalf of Customers; (d) providing information periodically to Customers
showing their positions in the Bear Stearns Class Government Money Shares; (e)
arranging for bank wires; (f) providing sub-accounting with respect to Bear
Stearns Class Government Money Shares beneficially owned by Customers or the
information to the Fund necessary for sub-accounting; (g) forwarding shareholder
communications from the Fund (for example, proxies, shareholder reports, annual
and semi-annual financial statements and dividend, distribution and tax notices
related to the Bear Stearns Class Government Money Shares) to Customers, if
required by law; and (h) providing other similar services to the extent
permitted under applicable statutes, rules and regulations.

          3.   This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of a majority of both (a) the
Board of Directors of the Fund and (b) those directors of the Fund who are not
"interested persons" of the Fund (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements


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related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or
meetings) called for the purpose of voting on this Plan and such related
agreements.

          4.   This Plan shall continue in effect until ________, 2001.
Thereafter, this Plan shall continue in effect for so long as such continuance
is specifically approved at least annually in the manner provided for approval
of this Plan in paragraph 3.

          5.   The Distributor shall provide to the Board of Directors of the
Fund and the Board of Directors shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan and the purposes for which
such expenditures were made, including commissions, advertising, printing,
interest, carrying charges and allocated overhead expenses.

          6.   This Plan may be terminated at any time by vote of a majority of
the Rule 12b-1 Directors, or by a vote of a majority of the outstanding Bear
Stearns Class Government Money Shares.

          7.   This Plan may not be amended to increase materially the amount of
compensation provided for in paragraph 1 hereof unless such amendment is
approved by a vote of at least a majority (as defined in the Act) of the
outstanding Bear Stearns Class Government Money shares, and no material
amendment to the Plan of any kind, including an amendment which would increase
materially the amount of compensation, shall be made unless approved in the
manner provided for in paragraph 3 hereof.

          8.   While this Plan is in effect, the selection and nomination of
Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the then current Directors who are not
interested persons (as defined in the Act) of the Fund.

          9.   The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 5 hereof for a period of
not less than six years from the date of this Plan, the agreements or such
reports, as the case may be, the first two years in an easily accessible place.


Dated:  _________, 2001


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