Exhibit 6 (ss)
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Micro Cap Value Fund)
(Investor Class)
This supplemental agreement is entered into this ___
day of ________, 1998, by and between THE RBB FUND, INC. (the
"Fund") and COUNSELLORS SECURITIES, 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 April 10, 1991 (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 Boston Partners
Micro Cap Value Fund Investor Class of Common Stock (Class EEE) of the
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. COUNSELLORS SECURITIES, INC.
By:______________________________ By: ______________________
Name:XXXXXX X. XXXXX Name: XXXXXX XXXXX
Title: President and Treasurer Title:
