TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Market Neutral Fund)
(Institutional and Investor Classes)
This supplemental agreement is entered into this ___ day of
____, 1998 by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a
Delaware corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Company is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Company
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent for
the Company with respect to the Shares of the Company, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. ADOPTION OF TRANSFER AGENCY AGREEMENT. The Transfer Agency
Agreement is hereby adopted for the Boston Partners Market Neutral Fund (the
"Fund") Institutional Class of Common Stock (Class III) and Investor Class of
Common Stock (Class JJJ) of the Fund.
2. COMPENSATION. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time to time by the Company and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services.
3. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PFPC INC.
By:_______________________________ By:_______________________________
