Exhibit (9)(kkk)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Classes)
(Investor Class)
This supplemental agreement is entered into this 30th day of May, 1997
by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
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 the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (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 Company with
respect to the Shares of the Company, 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
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is hereby adopted for the Boston Partners Mid Cap Value Fund (the "Fund")
Investor Class of Common Stock (Class TT) of the Fund.
2. Compensation. As compensation for the services rendered by the
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Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to such Class of the Fund, monthly fees
that shall be agreed to from time to time by the Company 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.
3. Counterparts. This Agreement may be executed in two or more
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
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Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
Title:President & Treasurer Title:Executive Vice President
May 30, 1997
THE RBB FUND, INC.
Re: Transfer Agency Services Fees (Boston Partners Mid Cap Value Fund)
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Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to
be paid to PFPC Inc. (formerly Provident Financial Processing Corporation)
("PFPC") under the terms of a Transfer Agency Services Agreement dated November
5, 1991 (the "Agreement") and the Transfer Agency Agreement Supplement, each
dated _______, 1997, with respect to the Boston Partners Mid Cap Value Fund of
The RBB Fund, Inc. (the "Fund"), between the Fund and PFPC. Pursuant to
Paragraph 16 of the Agreement, and in consideration of the services to be
provided to the Institutional and Investor Classes of the Boston Partners Mid
Cap Value Fund (the "Portfolio") of the Fund, you will pay PFPC certain fees,
and reimburse PFPC certain out-of-pocket expenses, as follows:
1) Account Fee:
Annual, Semi-Annual Dividend: $10.00 per account per annum
Quarterly Dividend: $12.00 per account per annum
Monthly Dividend: $15.00 per account per annum
Daily Accrual Dividend: $18.00 per account per annum
Inactive Account: $ .30 per account per month
For contingent deferred sales charge classes, our per account fees will
increase by 12% per account.
Fees shall be calculated and paid monthly based on one-twelfth (1/12th)
of the annual fee. An inactive account is defined as having a zero
balance with no dividend payable. Inactive accounts are purged annually
after year-end tax reporting.
2) Transaction Charges:
Master/Omnibus Account: $1.25 per purchase/redemption
Wire order desk: $6.00 per broker call to place
transactions
New Account opening: $ .40 per account (electronic
interface)
$5.00 per account (paper)
Checkwriting: $1.85 per account per year
.50 per check (returned)
.10 per check (not returned)
Commission Cycle: $ .25 per account per
calculation
12b-1 Calculation: $ .25 per account per
calculation
3) Fundserv/Networking:
NSCC Direct Out-of-Pocket Charges/1/:
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Participant Fee: $50.00 per month
CPU Access Fee: $40.00 per month
Transaction Fee: $ .50 each
PNC System Access Charges/2/:
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Base Facility Use Fee: $500.00 per month per fund family
Transaction Fees per month per transaction based on total transactions
each month as follows:
$ .50 per transaction for 1 to
1000 transactions
.46 per transaction for 1000
to 2000 transactions
.40 per transaction for over
2000 transactions
4) NSCC Networking:
NSCC Direct out-of-pocket Charges/1/:
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Membership Fee: $250.00 per month
Sub-Account Fee: $ .045 per month per sub-account-
Daily/Monthly Dividend
$ .03 per month per sub-account-
Other
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1. NSCC will deduct its monthly fee on the 15th of each month from PNC's
cash settlement that day. PFPC will include these charges on its next
▇▇▇▇ as out-of-pocket expenses.
2. Plus: out-of-pocket expenses for settlements; wire charges; NSCC pickup
charges; hardware, CRT's, modems; line (if required); etc.
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Position File Fee: $100.00 per position file per CUSIP
for more than 2 positions per
CUSIP per month
PNC System Access Charges/2/:
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Base Facility Use Fee: $325.00 per month per fund family
Sub-Account Fees: $ .05 per month per sub-account
Position File Fee: $100.00 per position file per
CUSIP for more than 2
position files per CUSIP
per month
5) Additional Out-of-Pocket Expenses
a. Toll-free lines (if required)
b. forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class current prevailing
rates)
d. Federal Express, delivery, courier services, mailgrams
e. Hardware/phone lines for data transmissions and remote
terminal(s) (if required)
f. Data transmissions: $20.00 per transmission, per end
point
g. Microfiche/microfilm
h. Wire fee for receipt: $10.00 per domestic wire
$15.00 per international
wire
Wire fee for disbursement: $15.00 per domestic wire
$15.00 per international
wire
i. ACH Transaction Charge: $.20 per item
j. Mailing fee: Approximately $.08 per item, standard
inserts $.015 each
k. Cost of proxy solicitation, mailing and tabulation:
Processing $350.00 base fee
$ .30 per proxy issued (5,000
accounts and up)
$ .45 per proxy issued (less than
5,000 accounts)
$100.00 plus travel expenses for judge
of elections
Postal and Federal Express as incurred
l. Certificate issuance fee: $2.00 per certificate, any
additional reports/services to be negotiated
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2. Plus: out-of-pocket expenses for settlements; wire charges; NSCC pickup
charges; hardware, CRT's, modems; line (if required); etc.
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m. Record retention storage
n. "B"/"C" notice mailing and IRS levies: $3.00 per item
o. Locating lost shareholders in anticipation of
escheating: $7.50 per name
p. Consolidated statements: $200.00 setup plus $.20 per
page, per production
q. Class "B" to "A" aging exchanges: $100.00 per run; plus $.40
per account
r. Sales tracking system interfaces: negotiated time and expenses
s. Fulfillment
t. Audio Response System
u. Creation of user tapes: $100 per occurrence
v. Labels: $.06 each; $100 minimum
w. Reruns for bad price, dividend factors, etc.: time and
material cost
x. Ad hoc reports: Standard $.01 per record processed
plus $100.00 set up fee
y. Individual state tax filing
z. PC Fax: $5.00 per fax
aa. Retroactive record dates: $100.00 plus $.025 per
account
bb. Development/programming cost: negotiated time and
material
cc. Conversion expenses: to be determined
dd. Disaster recovery (as incurred)
ee. Travel expenses as required
ff. Training expenses as required ($75.00 per hour)
6) Additional Expenses (Which May be Paid by Shareholders):
a. ▇▇▇/▇▇▇▇▇▇ Processing: $10.00 per account per annum
5.50 new account set-up fee
10.00 per transfer out
b. Exchange Fee: $ 5.00
c. Stop Payments: $ 9.50 each
Non-Sufficient Funds: 25.00 each
Check Copies: 2.50 each
d. Account Transcripts: $35.00 each
(within 3 most
recent years)
7) Monthly Base Fee:
$3,000 per class per Portfolio plus per account charges, excluding
transaction charges and out-of-pocket expenses.
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The fee for the period from the date hereof until the end of the year
shall be prorated according to the proportion which such period bears to the
full annual period.
If the foregoing accurately sets forth our agreement and you intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.
Very truly yours,
PFPC INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
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Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
Title:Executive Vice President
ACCEPTED:
THE RBB FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:President & Treasurer
-5-
May 30, 1997
The RBB Fund, Inc.
Re: TRANSFER AGENCY SERVICES FEE WAIVER
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Boston Partners Mid Cap Value Fund
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Dear Sir/Madam:
PFPC Inc. ("PFPC") agrees to waive certain fees under two Transfer
Agency Services Agreement dated November 5, 1991, and the Transfer Agency
Agreement Supplements, each dated May 30, 1997 between PFPC and The RBB Fund,
Inc. on behalf of its Boston Partners Large Cap Value Fund (the "Portfolio") as
follows: for the first two years of the Portfolio's operations, PFPC shall waive
50% of its monthly base fee (excluding miscellaneous fees and out-of-pocket
costs) to the extent the monthly base fee is applicable; thereafter, PFPC's
monthly base fee shall be charged in full. Thus, during the twenty-fifth
calendar month and thereafter, the Portfolio shall pay 100% of the monthly base
fee.
Very truly yours,
PFPC INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
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Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
Title:EVP
Acknowledged:
THE RBB FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:President & Treasurer