TRANSFER AGENCY AGREEMENT SUPPLEMENT
(XXX Xxxx-Short Market Neutral Fund Advisor Class)
This supplemental agreement is entered into this day of ,
1998, by and between THE RBB FUND, INC. (the "Fund") and State Street Bank &
Trust Company, a Massachusetts trust company (the "Transfer Agent").
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
October 15, 1996 (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
Agreement is hereby adopted for the XXX Xxxx-Short Market Neutral Fund's (the
"Fund") Advisor Class of Common Stock (Class AAA). 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
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, annual fees
that shall be agreed to from time to time by the Fund and the Transfer Agent,
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
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. STATE STREET BANK & TRUST
COMPANY
By: By:
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President
