Exhibit 9 (uuu)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Micro Cap Value Fund)
(Institutional Class)
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 Micro
Cap Value Fund (the "Fund") Institutional Class of Common Stock (Class DDD) 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.
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:_______________________________
XXXXXX X. XXXXX XXXXXX XXXXXXXX
Title: President and Treasurer Title: Executive Vice President
