TRANSFER AGENCY AGREEMENT SUPPLEMENT
The RBB Fund, Inc
Bear Xxxxxxx Money Market Family
This supplemental agreement is entered into this ___ day of ______,
2001, 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 Bear Xxxxxxx Money Market Family Classes of
Common Stock (Class Bear Xxxxxxx Money, Bear Xxxxxxx Municipal Money and Bear
Xxxxxxx Government Money) of the Fund. Each such Bear Xxxxxxx Money Market
Family Class 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 Bear Xxxxxxx Money
Market Family, 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:
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