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EXHIBIT (A)(28)
THE RBB FUND, INC
ARTICLES OF AMENDMENT
THE RBB FUND, INC., a Maryland corporation having its principal office in
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended to provide that any
shares of the Corporation's Class XX Common Stock that are issued and
outstanding immediately prior to these Articles of Amendment becoming effective,
be cancelled and, until thereafter reclassified, shall be authorized but
unissued shares of the Corporation's Class XX Common Stock.
SECOND: The foregoing amendment to the charter of the Corporation was duly
authorized and advised by the Board of Directors of the Corporation and approved
by the shareholders of the Corporation entitled to vote thereon in accordance
with the Corporation's charter.
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these Articles of
Amendment to be signed in its name and on its behalf by its President, and
witnessed by its Assistant Secretary, as of the 30/th/ day of May, 2000.
WITNESS: THE RBB FUND, INC.
/s/ Michael P. Malloy By: /s/ Edward J. Roach
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Michael P. Malloy Edward J. Roach
Assistant Secretary President
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CERTIFICATE
THE UNDERSIGNED, President of The RBB Fund, Inc. (the "Corporation"), who
executed on behalf of said Corporation the foregoing Articles of Amendment of
said Corporation, of which this Certificate is made a part, hereby acknowledges,
in the name and on behalf of said Corporation, the foregoing Articles of
Amendment to be the act of said Corporation, and certifies to the best of his
knowledge, information and belief, that the matters and facts set forth therein
relating to the authorization and approval are true in all material respects,
under the penalties of perjury.
Dated: May 30, 2000 /s/ Edward J. Roach
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Edward J. Roach
President
