Exhibit (e)(9)

                        DISTRIBUTION AGREEMENT SUPPLEMENT
                               The RBB Fund, Inc.

                              Baker 500 Growth Fund
                                (Class S Shares)

                  This supplemental agreement is entered into this ____ day of
______, 2002, by and between THE RBB FUND, INC. (the "Fund") and PFPC
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 January
2, 2001 (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 Class S Shares (the "Class") of Common Stock
of the Baker 500 Growth Fund.

                  2.    PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Distributor on behalf
of the Class as provided in the Distribution Agreement and herein, the Fund
shall pay the Distributor no compensation.

                  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:                                                   By:
         ---------------------                            ---------------------
Name:    Edward J. Roach                              Name:
Title:   President                                    Title: