TRANSFER AGENCY AND SERVICE AGREEMENT between THE RBB FUND, INC. and

Exhibit (9nn)

TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE RBB FUND, INC.
and

STATE STREET BANK AND TRUST COMPANY
and
PFPC, INC.

TABLE OF CONTENTS
-----------------

Article 1 Terms of Appointment: Duties of the Bank . . . . . . . 2

Article 2 Fees and Expenses . . . . . . . . . . . . . . . . . . 7

Article 3 Representations and Warranties of the Bank . . . . . . 8

Article 4 Representations and Warranties of the Fund . . . . . . 9

Article 5 Representations and Warranties of PFPC . . . . . . . . 10

Article 6 Data Access and Proprietary Information . . . . . . . 10

Article 7 Indemnification . . . . . . . . . . . . . . . . . . . 13

Article 8 Standard of Care . . . . . . . . . . . . . . . . . . . 16

Article 9 Covenants of the Fund and the Bank . . . . . . . . . . 16

Article 10 Termination of Agreement . . . . . . . . . . . . . . . 18

Article 11 Additional Funds . . . . . . . . . . . . . . . . . . . 18

Article 12 Assignment . . . . . . . . . . . . . . . . . . . . . . 19

Article 13 Amendment . . . . . . . . . . . . . . . . . . . . . . 19

Article 14 Massachusetts Law to Apply . . . . . . . . . . . . . . 20

Article 15 Force Majeure . . . . . . . . . . . . . . . . . . . . 20

Article 16 Consequential DamaGes . . . . . . . . . . . . . . . . 20

Article 17 Merger of Agreement . . . . . . . . . . . . . . . . . 20

Article 18 Counterparts . . . . . . . . . . . . . . . . . . . . . 21

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 1st day of February, 1995, by

and between The RBB Fund, Inc., a Maryland corporation, having

its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Fund"), PFPC Inc.,

a Delaware corporation that is an indirect wholly-owned

subsidiary of PNC Bank Corp. ("PFPC") and STATE STREET BANK AND

TRUST COMPANY, a Massachusetts trust company having its principal

office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,

▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Bank").

WHEREAS, the Fund is authorized to issue shares in

separate series, with each such series representing interests in

a separate portfolio of securities and other assets; and

WHEREAS, the Fund currently offers shares in at least

two such series, namely the Warburg Pincus Growth and Income Fund

and the Warburg Pincus Balanced Fund (each series, together with

all other series subsequently established by the Fund and made

subject to this Agreement in accordance with Article 10, being

herein referred to, as a "Portfolio", and collectively as the

"Portfolios");

WHEREAS, PFPC serves as transfer agent, registrar and

dividend disbursing agent for the Fund with respect to the

Portfolios pursuant to one or more Transfer Agency Agreements

between the Fund and PFPC (the "Transfer Agency Agreements");

WHEREAS, PFPC is desirous of having the Bank perform

the duties of transfer agent, registrar and dividend disbursing

agent for the Fund with respect to the Portfolios, and the Fund

has agreed to and is in concurrence with such appointment;

WHEREAS, the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual

covenants herein contained, the parties hereto agree as follows:

Article 1 Terms of Appointment: Duties of the Bank
----------------------------------------

1.01 Subject to the terms and conditions set forth in

this Agreement, PFPC hereby employs and appoints the Bank to

provide any and all transfer agent registrar and dividend

disbursing agent duties relating to the Portfolios directly to

the Portfolios, and the Bank agrees to provide such transfer

agent registrar and dividend disbursing agent duties with respect

to the shares of capital stock of the Fund representing interests

in each of the respective Portfolios ("Shares"), for the benefit

of the shareholders of each of the respective Portfolios of the

Fund ("Shareholders"). The Fund understands that PFPC is hereby

delegating the entirety of its duties as transfer agent,

registrar and dividend disbursing agent with respect to the

Portfolios to the Bank, and the Fund agrees to such delegation.

Pursuant to such delegation, the Fund understands and agrees that

the manner of performance and content of the services to be

provided to the Portfolios by the Bank hereunder are in lieu of

and shall replace the manner of performance and content of the

services to be provided to the Portfolios by PFPC under the

Transfer Agency Agreements. Upon such delegation, PFPC shall be

relieved of any further transfer agency or other duties or

obligations with respect to the Portfolios under the Transfer

Agency Agreements and from any liability for any acts or failures

to act occurring thereafter.

1.02 The Bank agrees that it will perform the following

services:

(a) In accordance with procedures established

from time to time by agreement between the Fund on behalf of each

of the Portfolios, as applicable and the Bank, the Bank shall:

(i) Receive for acceptance, orders for the

purchase of Shares, and promptly deliver

payment and appropriate documentation

thereof to the Custodian of the Fund

authorized pursuant to the Articles of

Incorporation of the Fund (the

"Custodian");

(ii) Pursuant to purchase orders, issue the

appropriate number of Shares and hold

such Shares in the appropriate

Shareholder account;

(iii) Receive for acceptance redemption

requests and redemption directions and

deliver the appropriate documentation

thereof to the Custodian;

(iv) In respect to the transactions in items

(i), (ii) and (iii) above, the Bank

shall execute transactions directly with

broker-dealers authorized by the Fund

who shall thereby be deemed to be acting

on behalf of the Fund;

(v) At the appropriate time as and when it

receives monies paid to it by the

Custodian with respect to any

redemption, pay over or cause to be paid

over in the appropriate manner such

monies as instructed by the redeeming

Shareholders;

(vi) Effect transfers of Shares by the

registered owners thereof upon receipt

of appropriate instructions;

(vii) Prepare and transmit payments for

dividends and distributions declared by

the Fund on behalf of the applicable

Portfolio;

(viii) Issue replacement certificates for those

certificates alleged to have been lost,

stolen or destroyed upon receipt by the

Bank of indemnification satisfactory to

the Bank and protecting the Bank and the

Fund, and the Bank at its option, may

issue replacement certificates in place

of mutilated stock certificates upon

presentation thereof and without such

indemnify;

(ix) Maintain records of account for and

advise the Fund and its Shareholders as

to the foregoing; and

(x) Record the issuance of Shares of the

Portfolios and maintain pursuant to SEC

Rule l7Ad-10(e) a record of the total

number of Shares of the Portfolios which

are authorized, based upon data provided

to it by the Fund, and issued and

outstanding. The Bank shall also

provide the Fund on a regular basis with

the total number of Shares which are

authorized and issued and outstanding

and shall have no obligation, when

recording the issuance of Shares, to

monitor the issuance of such Shares or

to take cognizance of any laws relating

to the issue or sale of such Shares,

which functions shall be the sole

responsibility of the Fund.

(b) In addition to and neither in lieu nor in

contravention of the services set forth in the above paragraph

(a), the Bank shall: (i) perform the customary services of a

transfer agent, registrar and dividend disbursing agent,

including but not limited to: maintaining all Shareholder

accounts, preparing Shareholder meeting lists, mailing proxies,

mailing Shareholder reports and prospectuses to current

Shareholders, withholding taxes on U.S. resident and non-resident

alien accounts, preparing and filing U.S. Treasury Department

Forms 1099 and other appropriate forms required with respect to

dividends and distributions by federal authorities for all

Shareholders, preparing and mailing confirmation forms and

statements of account to Shareholders for all purchases and

redemptions of Shares and other confirmable transactions in

Shareholder accounts, preparing and mailing activity statements

for Shareholders, and providing Shareholder account information

and (ii) provide a system which will enable the Fund to monitor

the total number of Shares sold in each State.

the Bank in writing those transactions and assets to be treated

as exempt from blue sky reporting for each State and (ii) verify

the establishment of transactions for each state on the system

prior to activation and thereafter monitor the daily activity for

each state. The responsibility of the Bank for the Fund's blue

sky state registration status is solely limited to the initial

establishment of transactions subject to blue sky compliance by

the Fund and the reporting of such transactions to the Fund as

provided above.

(d) The Bank shall provide additional services on

behalf of the Fund (i.e., escheatment services) which may be

agreed upon in writing between the Fund, the Bank and PFPC.

Article 2 Fees and Expenses
-----------------

2.01 For the performance by the Bank pursuant to this

Agreement, the Fund agrees on behalf of each of the Portfolios to

pay the Bank an annual maintenance fee for each Shareholder

account as set out in the initial fee schedule attached hereto.

Such fees and out-of-pocket expenses and advances identified

under Section 2.02 below may be changed from time to time subject

to mutual written agreement between the Fund and the Bank.

2.02 In addition to the fee paid under Section 2.01

above, the Fund agrees on behalf of each of the Portfolios to

reimburse the Bank for out-of-pocket expenses, including but not

limited to confirmation production, postage, forms, telephone,

microfilm, microfiche, tabulating proxies, records storage or

advances incurred by the Bank for the items set out in the fee

schedule attached hereto. In addition, any other expenses

incurred by the Bank at the request or with the consent of the

Fund, will be reimbursed by the Fund on behalf of the applicable

Portfolio.

2.03 The Fund agrees on behalf of each of the

Portfolios to pay all fees and reimbursable expenses within five

days following the receipt of the respective billing notice.

Postage for mailing of dividends, proxies, Fund reports and other

mailings to all Shareholder accounts shall be advanced to the

Bank by the Fund at least seven (7) days prior to the mailing

date of such materials.

2.04 The Fund and PFPC agree that, the payment of fees

by the Fund hereunder shall be in lieu of the payment of fees

(but not the payment of expenses) by the Fund for transfer agent,

registrar and dividend disbursing agent services provided by PFPC

with respect to the Portfolios pursuant to the Transfer Agency

Agreements.

Article 3 Representations and Warranties of the Bank
------------------------------------------

The Bank represents and warrants to the Fund and PFPC

that:

3.01 It is a trust company duly organized and existing

and in good standing under the laws of the Commonwealth of

Massachusetts.

3.02 It is duly qualified to carry on its business in

the Commonwealth of Massachusetts.

3.03 It is empowered under applicable laws and by its

Charter and By-Laws to enter into and perform this Agreement.

3.04 All requisite corporate proceedings have been

taken to authorize it to enter into and perform this Agreement.

3.05 It has and will continue to have access to the

necessary facilities, equipment and personnel to perform its

duties and obligations under this Agreement.

3.06 It is currently registered with the appropriate

federal agency for the registration of transfer agents, and will

remain so registered for the duration of this Agreement. The Bank

agrees that it will promptly notify the Fund and PFPC in the

event of any material change in its status as a federally

registered transfer agent, and that the Fund or PFPC may

immediately terminate this Agreement upon written notice to the

Bank should the Bank fail to be federally registered as a

transfer agent.

Article 4 Representations and Warranties of the Fund
------------------------------------------

The Fund represents and warrants to the Bank that:

4.01 It is a corporation duly organized and existing

and in good standing under the laws of Maryland.

4.02 It is empowered under applicable laws and by its

Articles of Incorporation and By-Laws to enter into and perform

this Agreement.

4.03 All corporate proceedings required by By-Laws

Articles of Incorporation and ByLaws have been taken to authorize

it to enter into and perform this Agreement.

4.04 It is an open-end management investment company

registered under the Investment Company Act of 1940, as amended.

4.05 A registration statement under the Securities Act

of 1933, as amended on behalf of each of the Portfolios is

currently effective and will remain effective, and appropriate

state securities law filings have been made and will continue to

be made, with respect to all Shares of the Portfolios being

offered for sale.

Article 5 Representations and Warranties of PFPC
--------------------------------------

The PFPC represent and warrants to the Fund and the

Bank that:

5.01 It is a corporation duly organized and existing

and in good standing under the of the state of Delaware.

5.02 It is duly qualified to carry on its transfer

agency business in the state of Delaware.

5.03 It is empowered under applicable laws and by its

Charter and By-Laws to enter into and perform this Agreement.

5.04 All requisite corporate proceedings have been

taken to authorize it to enter into and perform this Agreement.

5.05 It is currently registered with the appropriate

federal agency for the registration of transfer agents and will

remain so for the duration of the Agreement. PFPC agrees that it

will promptly notify the Fund and the Bank in the event of any

material change in its status as a federally registered transfer

agent. The Fund or the Bank may immediately terminate the

Agreement upon written notice to PFPC should PFPC fail to be

federally registered as a transfer agent.

Article 6 Data Access and Proprietary Information
---------------------------------------

6.01 The Fund acknowledges that the data bases,

computer programs, screen formats, report formats, interactive

design techniques, and documentation manuals furnished to the

Fund by the Bank as part of the Fund's ability to access certain

Fund-related data ("Customer Data") maintained by the Bank on

data bases under the control and ownership of the Bank or other

third party ("Data Access Services") constitute copyrighted,

trade secret, or other proprietary information (collectively,

"Proprietary Information") of substantial value to the Bank or

other third party. In no event shall Proprietary Information be

deemed Customer Data. The Fund agrees to treat all Proprietary

Information as proprietary to the Bank and further agrees that it

shall not divulge any Proprietary Information to any person or

organization except as may be provided hereunder. Without

limiting the foregoing, the Fund agrees for itself and its

employees and agents:

(a) to access Customer Data solely from locations

as may be designated in writing by the Bank

and solely in accordance with the Bank's

applicable user documentation;

(b) to refrain from copying or duplicating in any

way the Proprietary Information;

to any portion of the Proprietary

Information, and if such access is

inadvertently obtained, to inform in a timely

manner of such fact and dispose of such

information in accordance with the Bank's

instructions;

(d) to refrain from causing or allowing third-

party data acquired hereunder from being

retransmitted to any other computer facility

or other location, except with the prior

written consent of the Bank;

(e) that the Fund shall have access only to those

authorized transactions agreed upon by the

Fund and the Bank;

(f) to honor all reasonable written requests made

by the Bank to protect at the Bank's expense

the rights of the Bank in Proprietary

Information at common law, under federal

state law.

The Fund and the Bank shall each take reasonable

efforts to advise its employees of their obligations pursuant to

this Article 6. The obligations of this Article shall survive

any earlier termination of this Agreement.

6.02 If the Fund notifies the Bank that any of the Data

Access Services do not operate in material compliance with the

most recently issued user documentation for such services, the

Bank shall endeavor in a timely manner to correct such failure.

Organizations from which the Bank may obtain certain data

included in the Data Access Services are solely responsible for

the contents of such data and the Fund agrees to make no claim

against the Bank arising out of the contents of such third-party

data, including, but not limited to, the accuracy thereof. DATA

ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE

SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS

IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL

WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT

NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE.

6.03 If the transactions available to the Fund include

the ability to originate electronic instructions to the Bank in

order to (i) effect the transfer or movement of cash or Shares or

(ii) transmit Shareholder information or other information, then

in such event the Bank shall be entitled to rely on the validity

and authenticity of such instruction without undertaking any

further inquiry as long as such instruction is undertaken in

conformity with reasonable security procedures established by the

Bank from time to time.

Article 7 Indemnification
---------------

7.01 The Bank shall not be responsible for, and the

Fund shall on behalf of the applicable Portfolio indemnify and

hold the Bank harmless from and against, any and all losses,

damages, costs, charges, counsel fees, payments, expenses and

liability not caused by the Bank's negligence, bad faith or

willful misconduct or that of its employees and arising out of or

attributable to:

(a) All actions of the Bank or its agent or

subcontractors required by the Fund to be taken pursuant to this

Agreement, provided that such actions are taken in good faith and

without negligence or willful misconduct.

(b) The Fund's lack of good faith negligence or

willful misconduct which arise out of the breach of any

representation or warranty of the Fund hereunder.

by the Bank or its agents or subcontractors of information,

records or documents which (i) are received by the Bank or its

agents or subcontractors, and (ii) have been prepared or

maintained by the Fund or any other person or firm on behalf of

the Fund including but not limited to any previous transfer agent

or registrar.

(d) The reliance on, or the carrying out by the

Bank or its agents or subcontractors of any instructions or

requests of the Fund on behalf of the applicable Portfolio.

(e) The offer or sale of Shares in violation of

any requirement under the federal securities laws or regulations

or the securities laws or regulations of any state that such

Shares be registered in such state or in violation of any stop

order or other determination or ruling by any federal agency or

any state with respect to the offer or sale of such Shares in

such state.

7.02 At any time the Bank may apply to any officer of

the Fund for instructions, and may consult with legal counsel

with respect to any matter arising in connection with the

services to be performed by the Bank under this Agreement, and

the Bank and its agents or subcontractors shall not be liable and

shall be indemnified by the Fund on behalf of the applicable

Portfolio for any action taken or omitted by it in good faith

reasonable reliance upon such instructions or upon the opinion of

such counsel. The Bank, its agents and subcontractors shall be

protected and indemnified in acting upon any paper or document

furnished by or on behalf of the Fund, reasonably believed to be

genuine and to have been signed by the proper person or persons,

or upon any instruction, information, data, records or documents

provided the Bank or its agents or subcontractors by machine

readable input, telex, CRT data entry or other similar means

authorized by the Fund, and shall not be held to have notice of

any change of authority of any person, until receipt of written

notice thereof from the Fund. The Bank, its agents and

subcontractors shall also be protected and indemnified in

recognizing stock certificates which are reasonably believed to

bear the proper manual or facsimile signatures of the officers of

the Fund, and the proper countersignature of any former transfer

agent or former registrar, or of a co-transfer agent or co-

registrar.

7.03 The Bank shall indemnify and hold PFPC harmless

from and against any and all losses, damages, costs, charges,

reasonable counsel fees, payments, expenses and liability arising

out of or attributable to the Bank's negligence, bad faith or

willful misconduct under this Agreement.

7.04 In order that the indemnification provisions

contained in this Article 7 shall apply, upon the assertion of a

claim for which a party to this Agreement may be required to

indemnify another Party to this Agreement, the indemnified party

shall promptly notify the indemnifying party of such assertion,

and shall keep the indemnifying party advised with respect to all

developments concerning such claim. The indemnifying party shall

have the option to participate with the indemnified party in the

defense of such claim or to defend against said claim in its own

name or in the name of the indemnified party. The indemnified

party shall in no case confess any claim or make any compromise

in any case in which the indemnifying party may be required to

indemnify the indemnified party except with the indemnifying

party's prior written consent.

Article 8 Standard of Care
----------------

8.01 The Bank shall at all times act in good faith and

agrees to use its best efforts within reasonable limits to insure

the accuracy of all services performed under this Agreement, but

assumes no responsibility and shall not be liable for loss or

damage due to errors unless said errors are caused by its

negligence, bad faith, or willful misconduct or that of its

employees.

Article 9 Covenants of the Fund and the Bank
----------------------------------

9.01 The Fund shall on behalf of each of the Portfolios

promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the

Directors of the Fund authorizing the appointment of the Bank and

the execution and delivery of this Agreement.

(b) A copy of the Articles of Incorporation and

By-Laws of the Fund and all amendments thereto.

9.02 The Bank hereby agrees to establish and maintain

facilities and procedures reasonably acceptable to the Fund for

safekeeping of stock certificates, check forms and facsimile

signature imprinting devices, if any; and for the preparation or

use, and for keeping account of' such certificates, forms and

devices.

9.03 The Bank shall keep records relating to the

services to be performed hereunder, in the form and manner as it

may reasonably deem advisable. To the extent required by Section

31 of the Investment Company Act of 1940, as amended, and the

Rules thereunder, the Bank agrees that all such records prepared

or maintained by the Bank relating to the services to be

performed by the Bank hereunder are the property of the Fund and

will be preserved, maintained and made available in accordance

with such Section and Rules, and will be surrendered promptly to

the Fund on and in accordance with its request.

9.04 The Bank and the Fund agree that all books,

records, information and data pertaining to the business of the

other party which are exchanged or received pursuant to the

negotiation or the carrying out of this Agreement shall remain

confidential, and shall not be voluntarily disclosed to any other

person, except as may be required by law.

9.05 In case of any requests or demands for the

inspection of the Shareholder records of the Fund, the Bank will

endeavor to notify the Fund and to secure instructions from an

authorized officer of the Fund as to such inspection. The Bank

reserves the right, however, to exhibit the Shareholder records

to any person whenever it is advised by its counsel that it may

be held liable for the failure to exhibit the Shareholder records

to such person.

Article 10 Termination of Agreement
------------------------

10.01 This Agreement may be terminated by the Fund,

the Bank or PFPC upon one hundred twenty (120) days written

notice to the other parties. This Agreement will also terminate

automatically with respect to a particular Portfolio upon the

termination of the Transfer Agency Agreement with respect to that

Portfolio.

10.02 Should the Fund exercise its right to

terminate, all out-of-pocket expenses associated with the

movement of records and material will be borne by the Fund on

behalf of the applicable Portfolio(s). Additionally, the Bank

reserves the right to charge for any other reasonable expenses

associated with such termination and/or a charge equivalent to

the average of three (3) months' fees.

Article 11 Additional Funds
----------------

11.01 In the event that the Fund establishes one or

more series of Shares in addition to the Warburg Pincus Growth

and Income Fund and the Warburg Pincus Balanced Fund with respect

to which it and PFPC desire to have the Bank render services as

transfer agent under the terms hereof, the Fund and PFPC shall so

notify the Bank in writing, and if the Bank agrees in writing to

provide such services, such series of Shares shall become a

Portfolio hereunder.

Article 12 Assignment
----------

12.01 Except as provided in Section 12.03 below,

neither this Agreement nor any rights or obligations hereunder

may be assigned by any party without the written consent of the

other parties.

12.02 This Agreement shall inure to the benefit of

and be binding upon the parties and their respective permitted

successors and assigns.

12.03 The Bank may, without further consent on the

part of the Fund or PFPC subcontract for the performance hereof

with (i) Boston Financial Data Services, Inc., a Massachusetts

corporation ("BFDS") which is duly registered as a transfer agent

pursuant to Section 17A(c)(2) of the Securities Exchange Act of

1934, as amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary

duly registered as a transfer agent pursuant to Section I

7A(c)(2) or (iii) a BFDS affiliate that is duly registered as a

transfer agent pursuant to Section 1 7A(c)(2); provided, however,

that the Bank shall be as fully responsible to the Fund and PFPC

for the acts and omissions of any subcontractor as it is for its

own acts and omissions or other responsibilities hereunder.

Article 13 Amendment
---------

13.01 This Agreement may be amended or modified by

a written agreement executed by the parties and authorized or

approved by a resolution of the Directors of the Fund.

Article 14 Massachusetts Law to Apply
--------------------------

14.01 This Agreement shall be construed and the

provisions thereof interpreted under and in accordance with the

laws of The Commonwealth of Massachusetts.

Article 15 Force Majeure
-------------

15.01 In the event either the Fund or the Bank is

unable to perform its obligations under the terms of this

Agreement because of acts of God, strikes, equipment or

transmission failure or damage reasonably beyond its control, or

other causes reasonably beyond its control, such party shall not

be liable for damages to any party to this Agreement for any

damages resulting from such failure to perform or otherwise from

such causes.

Article 16 Consequential DamaGes
---------------------

16.01 Neither the Fund nor the Bank shall be liable

to any party to this Agreement for consequential damages under

any provision of this Agreement or for any consequential damages

arising out of any act or failure to act hereunder.

Article 17 Merger of Agreement
-------------------

17.01 This Agreement constitutes the entire

agreement among the parties hereto and supersedes any prior

agreement among the parties hereto with respect to the subject

matter hereof whether oral or written.

Article 18 Counterparts
------------

18.01 This Agreement may be executed by the parties

hereto on any number of counterparts, and all of said

counterparts taken together shall be deemed to constitute one and

the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be executed in their names and on their behalf by

and through their duly authorized officers, as of the day and

year first above written.

THE RBB FUND, INC.

BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
President
ATTEST:

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------

STATE STREET BANK TRUST
COMPANY

BY: /s/State Street (illegible)
-----------------------------
Executive Vice President
ATTEST:

/s/ ▇. ▇▇▇▇▇
------------------------------
PFPC INC.

BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
Executive Vice President
ATTEST:

/s/ ▇▇▇▇▇▇ Gramled
------------------------------

TRANSFER AGENCY AND SERVICE AGREEMENT between THE RBB FUND, INC. and

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