EXHIBIT 77Q(1)(E)

THE RBB FUND, INC.

AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT


 This Amendment No. 1 to the Investment Advisory Agreement
("Amendment No. 1"), dated as of January 1, 2013, is entered
into between THE RBB FUND, INC., a Maryland corporation (the
"Company"), and Matson Money, Inc. (formerly, Abundance
Technologies, Inc.) (the "Investment Adviser").

 WHEREAS, the Company and the Investment Adviser have entered
into an Investment Advisory Agreement dated as of December 31,
2007 (the "Agreement"), pursuant to which the Company
appointed the Investment Adviser to act as investment adviser
to the Company for its Free Market U.S. Equity Fund, Free
Market International Equity Fund, and Free Market Fixed Income
Fund (collectively, the "Funds");

 WHEREAS, the parties wish to amend the Agreement to implement
breakpoints in the compensation paid to the Investment Adviser
as compensation for its services;

 NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:

      1.	Effective January 1, 2013, Section 11 of the
Agreement is hereby amended and restated in its entirety to
read as follows:

SECTION 11. COMPENSATION. (a) For the services provided
and the expenses assumed pursuant to this Agreement with
respect to the Funds, the Company will pay the Investment
Adviser from the assets of the Funds and the Investment
Adviser will accept as full compensation therefor a fee,
computed daily and payable monthly, at the annual rate of
0.50% of the first $1,000,000,000 of each Fund's average
daily net assets and 0.49% of each Fund's average daily
net assets over $1,000,000,000. For any period less than
a full month during which this Agreement is in effect,
the fee shall be prorated according to the proportion
which such period bears to a full month. (b) The fee
attributable to each Fund shall be satisfied only against
assets of such Fund and not against the assets of any
other Fund or investment portfolio of the Company. The
Investment Adviser may from time to time agree not to
impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or portion
thereof would otherwise accrue) and/or undertake to pay
or reimburse one or more of the Funds for all or a
portion of its expenses not otherwise required to be
borne or reimbursed by the Investment Adviser.



 IN WITNESS WHEREOF, intending to be legally bound hereby, the
parties hereto have caused this Amendment No. 1 to be executed
by their officers designated below as of the date first above
written.

      THE RBB FUND, INC.


      By: /s/Salvatore Faia
       Salvatore Faia
      Title: President

      MATSON MONEY, INC.


      By: /s/Dan List
       Dan List
      Title: Chief Compliance Officer