Exhibit (h)(59)

                  ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT
                               The RBB Fund, Inc.

                       Boston Partners All-Cap Value Fund

         This supplemental agreement is entered into this 1st day of July 2002,
by and between THE RBB FUND, INC. (the "Company") and PFPC DISTRIBUTORS, INC.
("PFPC Distributors").

         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 PFPC
Distributors have entered into a Administrative Services Agreement, dated as of
May 29, 1998 (as from time to time amended and supplemented, the "Administrative
Services Agreement"), pursuant to which PFPC Distributors has undertaken to
provide certain administrative services to certain of the Company's portfolios
and classes, as more fully set forth therein.

         The Company agrees with PFPC Distributors as follows:

         1. Adoption of Administrative Services Agreement. The Administrative
Services Agreement is hereby adopted for the Investor Class and Institutional
Class of Common Stock of the Boston Partners All-Cap Value Fund of the Company.

         2. Payment of Fees. For all services to be rendered, facilities
furnished and expenses paid or assumed by PFPC Distributors as provided in the
Administrative Services Agreement and herein, the Company shall pay PFPC
Distributors a monthly fee, as well as reimburse out-of-pocket expenses, on the
first business day of each month, as provided in the Administrative Services
Agreement.

         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 DISTRIBUTORS, INC.


By:       /s/ Edward J. Roach              By:      /s/ Bruno DiStefano
          -------------------                       --------------------
         Edward J. Roach                            Bruno DiStefano
         President                                  Vice President