Exhibit (e)(5)
PROPOSED
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DISTRIBUTION AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Boston Partners All-Cap Value Fund
(Investor Class)
This supplemental agreement is entered into this ____ day of ______, 2002,
by and between THE RBB FUND, INC. (the "Fund") and PFPC DISTRIBUTORS, INC. (the
"Distributor").
The Fund is a corporation organized under the laws of the State of Maryland
and is an open-end management investment company. The Fund and the Distributor
have entered into a Distribution Agreement, dated as of January 2, 2001 (as from
time to time amended and supplemented, the "Distribution Agreement"), pursuant
to which the Distributor has undertaken to act as distributor for the Fund, as
more fully set forth therein. Certain capitalized terms used without definition
in this Distribution Agreement Supplement have the meaning specified in the
Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby
adopted for the Investor Class (the "Class") of Common Stock of the Boston
Partners All-Cap Value Fund.
2. PAYMENT OF FEES. For all services to be rendered, facilities furnished
and expenses paid or assumed by the Distributor as provided in the Distribution
Agreement and herein, the Fund shall pay the Distributor a monthly 12b-1 fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Class during the
preceding month, at an annual rate of 0.25%.
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 DISTRIBUTORS, INC.
By:___________________________ By:___________________________
Xxxxxx X. Xxxxx Xxxx Xxxxx Xxxxx
Title: President Title: Vice President
