EX.99.(b)(9)(hhh)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Classes)
(Investor Class)
This supplemental agreement is entered into this 16th day of October, 1996
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 Large Cap Value Fund (the "Fund")
Investor Class of Common Stock (Class RR) 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 such 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.
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_______________________
