TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Market Neutral Fund)
(Institutional and Investor Classes)
This supplemental agreement is entered into this 13th day of November,
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
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Agreement is hereby adopted for the Boston Partners Market Neutral Fund (the
"Fund") Institutional Class of Common Stock (Class III) and Investor Class of
Common Stock (Class JJJ) of the Fund.
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 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
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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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Xxxxxx X. Xxxxx
President & Treasurer
