Exhibit (h)(57)
PROPOSED
TRANSFER AGENCY AGREEMENT SUPPLEMENT
The RBB Fund, Inc.
Boston Partners All-Cap Value Fund
(Investor Class and Institutional Class)
This supplemental agreement is entered into this ___ day of ______, 2002,
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 August 16, 1988
(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 Boston Partners All-Cap Value Fund (Investor Class and
Institutional Class) of the Fund. Each such Investor and Institutional Class of
the Boston Partners All-Cap Value Fund 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 Boston Partners All-Cap Value
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
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 Xxxxx X. Xxxxxx
Title: President Title: Vice President
