DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Market Neutral Fund)
(Investor Class)
This supplemental agreement is entered into this ___ day of
________, 1998, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
DISTRIBUTORS, 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 May 29,
1998 (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 Market Neutral Fund Investor
Class of Common Stock (Class JJJ) 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 ______.
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. PROVIDENT DISTRIBUTORS, INC.
By:____________________________________ By:_____________________________________