Exhibit 9(j)
ADMINISTRATION AND ACCOUNTING SERVICES
TERMS AND CONDITIONS
This Agreement is made as of April 10, 1991 by and between The RBB
Fund, Inc., (the Fund) , a Maryland Corporation, and Provident Financial
Processing Corporation ("PFPC"), a Delaware corporation which is an indirect
wholly-owned subsidiary of PNC Financial Corp.
The Fund is registered as a open-end, non-diversified investment
company under the Investment Company Act of 1940 (the "1940 Act"), as amended.
The Fund wishes to retain PFPC to provide administration and accounting
services to its Government Securities Portfolio, and PFPC wishes to furnish
such services.
In consideration of the promises and mutual covenants herein contained,
the parties agree as follows:
1. Definitions.
(a) "Authorized Person." The term "Authorized Person" shall
mean any officer of the Fund and any other person, who is duly authorized by
the Fund's Governing Board, to give oral and written Instructions on behalf of
the Fund. Such persons are listed in the Certificate attached hereto as the
Authorized Persons Appendix to this Agreement or such appendix may be amended
in writing by the Fund's Governing Board from time to time. If Provident
provides more than one service hereunder, the Fund's designation of Authorized
Persons may vary by service.
(b) "Book-Entry System." The term "Book-Entry System" means Federal Reserve
Treasury book-entry system for United States and federal agency securities, its
successor or successors, and its nominee or nominees and any book-entry system
maintained by an exchange registered with the SEC under the 1934 Act.
(c) "CFTC." The term "CFTC" shall mean the Commodities Futures Trading
Commission.
(d) "Governing Board." The Term "Governing Board" shall mean the Fund's Board
of Directors if the Fund is a corporation or the Fund's Board of Trustees if
the Fund is a trust, or, where duly authorized, a competent committee thereof.
(e) "Oral Instructions." The term "Oral Instructions" shall mean oral
instructions received by PFPC from an Authorized Person or from a person
reasonably believed by PFPC to be an Authorized Person.
(f) "Provident". The term "Provident" shall mean Provident National Bank or a
subsidiary or affiliate of Provident National Bank.
(g) "SEC." The term "SEC" shall mean the Securities and Exchange Commission.
(h) "Securities and Commodities Laws." The terms the "1933
Act" shall mean the Securities Act of 1933, as amended, the "1934 Act" shall
mean the Securities Exchange Act of 1934, as amended, the "1940 Act" shall mean
the Investment Company ▇▇▇ ▇▇▇▇, as amended and the "CEA" shall mean the
Commodities Exchange Act, as amended.
(i) "Services." The term "Services" shall mean the service
provided to the Fund by PFPC.
(j) "Shares." The terms "Shares" shall mean the shares of
stock of any series or class of the Fund, or, where appropriate, units of
beneficial interest in a trust where the Fund is organized as a Trust.
(k) "Property." The term "Property" shall mean:
(i) any and all securities and other investment items which the Fund
may from time to time deposit, or cause to be deposited, with PFPC or which PFPC
may from time to time hold for the Fund;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or investment
items; and
(iv) all proceeds of the sale of securities issued by the Fund, which
are received by PFPC from time to time, from or on behalf of the Fund.
(1) "Written Instructions." The term "Written Instructions"
shall mean written instructions signed by two Authorized Persons and received by
PFPC. The instructions may be delivered by hand, mail, tested telegram, cable,
telex or facsimile sending device.
2. Appointment.
The Fund hereby appoints PFPC to provide administration and
accountings services to its Government Securities Portfolio, in accordance with
the terms set forth in this Agreement. PFPC accepts such appointment and agrees
to furnish such services.
3. Delivery of Documents. The Fund has provided or, where applicable, will
provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of the Fund's
Governing Board, approving the appointment of Provident or its affiliates to
provide services;
(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of the Fund's advisory agreement or agreements;
(d) a copy of the Fund's distribution agreement or agreements;
(e) a copy of the Fund's administration agreement if Provident is not providing
the Fund with such services;
(f) copies of any shareholder servicing agreements made in respect of the Fund;
and
(g) certified or authenticated copies of any and all amendments or supplements
to the foregoing.
4. Compliance with Government rules and Regulations.
PFPC undertakes to comply with all applicable requirements of
the 1933 Act, the 1934 Act, the 1940 Act, and the CEA, and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to all
duties to
be performed by PFPC hereunder. Except as specifically set forth herein, PFPC
assumes responsibility for such compliance by the Fund.
5. Instructions.
Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC
may assume that any Oral or Written Instructions received hereunder is not in
any way inconsistent with the provision of organizational documents or this
Agreement or of any vote, resolution or proceeding of the Fund's Governing
Board or of the Fund' shareholders.
The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Ora Instructions are received.
The fact that such confirming Written Instructions are not received by PFPC
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. The Fund further agrees that
PFPC shall incur no liability to the Fund in acting upon Oral or Written
Instructions; provided such instructions reasonably appear to have been
received from an Authorized Person.
6. Right to Receive Advice.
(a) Advice of the Fund. -If PFPC is in doubt as to which
action it should or should not take, PFPC may request directions or advice,
including oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
questions of law pertaining to any action it should or should not take, PFPC
may request advice at its own cost form such counsel of its own choosing (who
may be counsel for the Fund, the Fund's advisor PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon
and follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any
action it takes or does not take in reliance upon directions, advice or Oral or
Written Instructions it receives from the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions, advice and
Oral or Written Instructions.
Nothing in this paragraph shall be construed so as to impose any
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action.
7. Records.
The books and records pertaining to the Fund, which are the
possession of PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund, or the Fund's
Authorized Persons, shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the Fund or
to an Authorized Person of the Fund, at the Fund's expense.
PFPC shall keep the following records:
(a) all books and records with respect to the Fund's books of account;
(b) records of the Fund's securities transaction;
(c) all other books and records as PFPC is required to maintain pursuant
to Rule 31a-l of the 1940 Act and specifically set forth in Appendix
A hereto.
8. Confidentiality.
PFPC agrees to keep confidential all records of the Fund a
information relative to the Fund and its shareholders (past, present and
potential), unless the release of such records or information other-wise
consented to, in writing, by the Fund. The Fund agrees that such consent shall
not be unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly constituted authorities
(who may institute civil or criminal contempt proceedings for failure to
comply), PFPC shall not be required to seek the Fund's consent prior to
disclosing such information.
9. Liaison with Accountants.
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and
other audit-related schedules. PFPC shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion, as such may be required by the Fund from time to time.
10. Disaster Recovery.
PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision of
emergency use of electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
11. Compensation.
As compensation for services rendered by PFPC during the term
of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to
in writing by the Fund and PFPC.
12. Indemnification.
The Fund agrees to indemnify and hold harmless PFPC and its
nominees from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the
1934 Act, the 1940 Act, the CEA and any state and foreign securities and blue
sky laws, and amendments thereto, and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action which PFPC takes or does not take (i) at the request or on the direction
of or in reliance on the advice of the Fund or (ii) upon oral or Written
Instructions. Neither PFPC, nor any of its nominees, shall be indemnified
against any liability to the Fund or to its shareholders (or any expenses
incident to such liability) arising out of PFPC's own willful misfeasance,
gross negligence or reckless disregard of its duties and obligations under this
Agreement.
13. Responsibility of PFPC.
PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed to by
PFPC, in writing. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services provided for under
this Agreement. PFPC shall be responsible for failure to perform its duties
under this Agreement arising out of PFPC's gross negligence. Notwithstanding
the foregoing, PFPC shall not be responsible for losses beyond its control,
provided that PFPC has acted in accordance with the standard of care set forth
above; and provided further that PFPC shall only be responsible for that
portion of losses or damages suffered by the fund are attributable to the gross
negligence of PFPC.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instructions notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply. Notwithstanding anything
in this Agreement to the contrary, PFPC shall have no liability to the Fund for
any consequential, special or indirect losses or damages which the Fund may
incur or suffer by or as a consequence of PFPC's performance of the services
provided hereunder, whether or not the likelihood of such losses or damages was
known by PFPC.
14. Description of Accounting Services.
(a) Services on a Continuing Basis. PFPC will perform the
following accounting functions if required:
(i) Journalize the Fund's investment, capital
share and income and expense activities;
(ii) Verify investment buy/sell trade tickets when received from the Fund's
investment advisor and transmit trades to the Funds custodian. for proper
settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the Fund with the custodian, and
provide the Fund's investment advisor with the beginning cash balance available
for investment purposes;
(vi) Update the cash availability throughout the day as required by the Fund's
advisor;
(vii) Post to and prepare the Fund's Statement of Assets and Liabilities and the
Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and custody fees);
(ix) Monitor the expense accruals and notify Fund management of any proposed
adjustments;
(x) Control all disbursements from the Fund and authorize such disbursements
upon Written Instructions;
(xi) Calculate capital gains and losses;
(Xii) Determine the Fund's net income;
(xiii) Obtain security market quotes from independent pricing services approved
by the Advisor, or if such quotes are unavailable, then obtain such prices from
the Advisor, and in either case calculate the market value of the Fund's
investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to the Advisor;
(xv) Compute the net asset value of the Fund;
(xvi) As appropriate, compute the Fund's yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average dollar-weighted
maturity; and
(xvii) Prepare a monthly financial statement, which will include the following
items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Cash Statement Schedule of Capital Gains and Losses.
15. Description of Administration Services.
(a) Services on a Continuing Basis.
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Assist in the preparation of support schedules necessary for completion
of Federal and state tax returns; or
Prepare for execution and file the Fund's Federal and state tax returns;
(iv) Assist in the preparation of the Fund's Semi-Annual Reports with the SEC
on Form N-SAR; or
Prepare and file the Fund's Semi-Annual Reports with the SEC an Form N-SAR.
(v) Assist in the preparation the Fund's annual, semi-annual, and quarterly
Shareholder reports; or
Prepare and file with the SEC the Fund's annual, semi-annual, and quarterly
shareholder reports;
(vi) Assist with the preparation of registration statements and other filings
relating to the registration of Shares;
(vii) Monitor the Fund's status as a regulated investment company under
Sub-Chapter M of the Internal Revenue Code of 1986, as amended; and
(viii) Coordinate contractual relationships and communications between the Fund
and its service providers.
16. Duration and Termination.
This Agreement shall continue until terminated by the Fund or by PFPC on sixty
(60) days prior written notice to the other party.
17. Notices
All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable,
telex or facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be deemed to have
been given three days after it has been mailed. If notice is sent by messenger,
it shall be deemed to have been given on the day it is delivered. Notices shall
be addressed (a) if to PFPC at PFPC's address, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (b) if to the Fund, at the address of the Fund; or
(c) if to neither of the foregoing, at such other address as shall have been
notified to the sender of any such Notice or other communication.
18. Amendments.
This Agreement, or any term thereof, may be changed or waived
only by written amendment, signed by the party against whom enforcement of such
change or waiver is sought.
19. Delegation.
PFPC may assign its rights and delegate its duties hereunder
to any wholly-owned direct or indirect subsidiary of Provident National Bank or
PNC Financial Corp, provided that (i) PFPC gives the Fund thirty (30) days
prior written notice; (ii) the delegate agrees with PFPC to comply with all
relevant provisions of the 1940 Act; and (iii) PFPC and such delegate promptly
provide such information as the Fund may request, and
respond to such questions as the Fund may ask, relative to the delegation,
including (without limitation) the capabilities of the delegate.
20. 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.
21. Further Actions.
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
22. Miscellaneous.
This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated and/or Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be
bindinq and shall inure to benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and first above written.
PROVIDENT FINANCIAL PROCESSING
CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
THE RBB FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
APPENDIX A
[List Books and Records to be
Maintained by PFPC]