Item 77C


1.	A Special Meeting of Shareholders of The RBB Fund,
Inc.'s (the "Company") Senbanc Fund (the "Fund") was held
on April 29, 2008 (the "Meeting"). The following proposal
was submitted for a vote of the Fund's shareholders at the
Meeting:

      1. Approval of the new Investment Advisory Agreement
between Hilliard Lyons Research Advisors ("Hilliard Lyons")
and the Company, on behalf of the Fund (the "Agreement").

With respect to the proposal, the following votes were
received:


Name of Fund                For          Against            Abstain

The RBB Fund, Inc.-
Senbanc Fund             3,396,086          0               108,582

Based on the votes received, the Agreement was approved by
shareholders of the Portfolio.



2.	A Unanimous Consent of Shareholders of the Bear
Stearns CUFS MLP Mortgage Portfolio (the "Portfolio") was
submitted pursuant to Article II, Section 8 of The RBB
Fund, Inc.'s (the "Company") bylaws dated August 16, 1988,
as amended.

On August 12, 2008, the following proposal was approved via
the unanimous consent of the shareholders:

RESOLVED, that the proposed new Investment Advisory
Agreement between the Company, on behalf of the Portfolio,
and Bear Stearns Asset Management Inc., be, and the same
hereby is, approved in the form attached to the Information
Statement previously provided to Shareholders of the
Portfolio.