ASSIGNMENT AGREEMENT

         THIS ASSIGNMENT  AGREEMENT (the  "Assignment")  is dated as of
January 2, 2001, by and among THE RBB FUND, INC. (the "Fund"), PROVIDENT
DISTRIBUTORS, INC. ("PDI") and PFPC DISTRIBUTORS, INC. ("PFPC Distributors").

                                    RECITALS

         WHEREAS, the Fund and PDI are parties to an Administrative Services
Agreement dated as of May 29, 1998 (the "Agreement") whereby PDI provides
certain administrative services to certain portfolios and classes of shares of
the Fund; and

         WHEREAS, as provided in Paragraph 3 below, PFPC Distributors will
become the distributor for the Fund and PDI will cease being the distributor for
the Fund; and

         WHEREAS, PDI wishes to assign to PFPC Distributors, and PFPC
Distributors wishes to accept, all of PDI's rights and obligations under the
Agreement; and

         WHEREAS, the Fund wishes to consent to such assignment.

         NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

         1. ASSIGNMENT BY PDI. PDI hereby assigns all of its rights and
obligations under the Agreement to PFPC Distributors, and PFPC Distributors
hereby accepts such assignment. The Fund hereby consents to such assignment.
After the date of this Assignment, all references to PDI in the Agreement shall
be deemed to refer to PFPC Distributors.

         2.       NOTICES AND  COMMUNICATIONS. All communications and notices
required under the Agreement should be sent in accordance with the procedure
set forth in the Agreement to PFPC Distributors at 400 Bellevue Parkway,
Wilmington, Delaware, Attention: President.

         3.       EFFECTIVE DATE. This Assignment shall become effective
immediately upon the consummation of the acquisition of Provident
Distributors, Inc. by PFPC Inc. (or a substantially similar transaction),
which the parties anticipate to occur on or about December 31, 2000.

         4.       RATIFICATION AND CONFIRMATION OF AGREEMENT. The parties
hereby confirm and ratify the terms of the Agreement.

         5.       COUNTERPARTS. This Assignment may be executed in two or
more counterparts, each of which shall be an original and all of which
together shall constitute one instrument.

         6.       FULL FORCE AND EFFECT. Except as expressly supplemented,
amended or consented to hereby, all of the representations, warranties,
terms, covenants, indemnification obligations




and conditions of the Agreement shall remain unamended and shall continue in
full force and effect.


         IN WITNESS WHEREOF, the undersigned have executed this Assignment
Agreement as of the date first written above.


THE RBB FUND, INC.


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


PFPC DISTRIBUTORS, INC.


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


PROVIDENT DISTRIBUTORS, INC.


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