TRANSFER AGENCY AGREEMENT SUPPLEMENT
(n/i Small Cap Value Fund)
This supplemental agreement is entered into this 30th day of November,
1998, by and between THE RBB FUND, INC. (the "Fund") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
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
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 Fund with
respect to the Shares of the Fund, 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
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Agreement is hereby adopted for the n/i Small Cap Value Fund (the "Fund") Class
of Common Stock (Class MMM) of the Fund. This shall constitute a "Class" as
referred to in the Transfer Agency Agreement and its shares shall be "Shares" as
referred to therein.
2. Compensation. As compensation for the services rendered by the
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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 Fund 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,
as shall be agreed to from time to time by the Fund and the Transfer Agent.
3. Counterparts. This agreement may be executed in two or more
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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: /s/ Xxxxxx X. Xxxxx By: /s/ Signature Illegible
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President and Treasurer
