Exhibit 5(d)
SUB-ADVISORY AGREEMENT
(Tax-Free Money Portfolio)
AGREEMENT dated as of August 16, 1988 between PROVIDENT
INSTITUTIONAL MANAGEMENT CORPORATION (herein called the "Investment Advisor")
and PROVIDENT NATIONAL BANK (herein called the "Sub-Advisor").
WHEREAS, the Investment Advisor is the investment advisor to
The RBB Fund, Inc. (herein called the "Company"), an open-end, diversified,
management investment company registered under the Investment Company Act of
1940, on behalf of the Company's Tax-Free Money Market Portfolio (herein called
the "Portfolio"); and
WHEREAS, the Investment Advisor wishes to retain the
Sub-Advisor to provide it with investment research, administrative, and
statistical services in connection with Investment Advisor's advisory
activities on behalf of the Portfolio; and
WHEREAS, the Sub-Advisor is willing to provide such services
to the Investment Advisor upon the conditions and for the compensation set
forth below,
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby, it is
agreed between the parties hereto as follows:
1. Appointment. The Investment Advisor hereby appoints the
Sub-Advisor its sub-advisor with respect to the Portfolio as required by the
Investment Advisory and Administration Agreement between the Investment Advisor
and the Company dated as of August 16, 1988 (such Agreement or the most recent
successor advisory agreement between such parties is herein called the
"Advisory Agreement"). The Sub-Advisor accepts such appointment and agrees to
render the services herein set forth for the compensation herein provided.
2. Delivery of Documents. The Investment Advisor shall
provide to the Sub-Advisor copies of the Company's most recent prospectus and
statement of additional information (including supplements thereto) which
relate to any class of shares representing interests in the Portfolio (each
such prospectus and statement of additional information as presently in effect,
and as they shall from time to time be amended and supplemented, is herein
respectively called a "Prospectus" and a "Statement of Additional
Information").
3. Sub-Advisory Services to the Portfolio. Subject to the
supervision of the Board of Directors of the Company, the Sub-Advisor will
provide the Company investment research and credit analysis concerning
prospective and existing investments for the Portfolio, make recommendations
with respect to the continuous investment program for the Portfolio, supply the
Investment Advisor computer facilities and operating personnel, and provide
certain statistical services as the Investment Advisor may from time to time
reasonably request. The Sub-Advisor will provide the services rendered by it
hereunder in accordance with the investment objectives, policies and
restrictions as stated in the applicable Prospectus and Statement of Additional
Information. The Sub-Advisor further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(b) will keep or assist the Investment Advisor in keeping all books
and records with respect to the securities transactions of the Portfolio and
their respective books of account; and
(c) will render to the Company's Board of Directors such periodic and
special reports as the Board may request.
4. Brokerage. In those instances in which the Sub-Advisor is
responsible for the selection of portfolio securities, the Sub-Advisor may
place orders pursuant to its investment determinations for the Company either
directly with the issuer or with any broker or dealer. In placing orders with
such broker or dealer, the Sub-Advisor will consider the experience and skill
of the firm's securities traders as well as the firm's financial responsibility
and administrative efficiency. The Sub-Advisor will attempt to obtain the best
net price and the most favorable execution of its orders. The Sub-Advisor will
endeavor to secure the best available terms for the Company, with due regard to
the quality of research and other services provided by the broker. Consistent
with these obligations, when the execution and price offered by two or more
brokers or dealers are comparable, the Sub-Advisor may, in its discretion,
purchase and sell portfolio securities to and from brokers and dealers who
provide the Company with research advice and other services. In no instance
will portfolio securities be purchased from or sold to the Company's principal
distributor, the Investment Advisor, or any affiliate thereof, except to the
extent permitted by SEC exemptive order or by applicable law.
5. Compliance with Laws; Confidentiality. The Sub-Advisor
agrees that it will comply with all applicable Rules and Regulations of all
Federal regulatory agencies having jurisdiction over the Sub-Advisor in the
performance of its duties hereunder (herein called the "Rules"). The Sub-
Advisor will treat confidentially and as proprietary information of the
Company all records and other information relative to the Company and prior,
present or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Company, which approval shall not be unreasonably withheld and
may not be withheld where the Sub-Advisor may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Company.
6. Services Not Exclusive. The Sub-Advisor's services
hereunder are not deemed to be exclusive, and the Sub-Advisor shall be free to
render similar services to others so long as its services under this Agreement
are not impaired thereby.
7. Books and Records. In compliance with the requirements of
Rule 3la-3 of the Rules, the Sub-Advisor hereby agrees that all records which
it maintains for the Company are the property of the Company and further agrees
to surrender promptly to the Company any of such records upon the Company's
request. The Sub-Advisor further agrees to preserve, or cause the Investment
Advisor to preserve, for the periods prescribed by Rule 3la-2, the records
required to be maintained by Rule 31a-l of the Rules.
8. Expenses. During the term of this Agreement, the
Sub-Advisor will pay all expenses incurred by it in connection with its
activities under this Agreement.
9. Compensation. For the services which the Sub-Advisor will
render to the Investment Advisor under this Agreement, the Investment Advisor
will pay to the Sub-Advisor a monthly fee equal to 75% of each month's advisory
fee received by the Investment Advisor from the Company on behalf of the
Portfolio, pursuant to the Advisory Agreement between the Investment Advisor
and the Company. The Investment Advisor shall inform the Sub-Advisor prior to
waiving any advisory fees. The sub-advisory fee shall be paid by the Investment
Advisor to the Sub-Advisor at least quarterly.
10. Limitation on Liability. The Sub-Advisor will not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Investment Advisor or by the Company in connection with the matters to which
this Agreement relates, except it shall be liable to the Investment Advisor and
the Company for a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of
its duties or from reckless disregard by it of its obligations or duties under
this Agreement.
11. Duration and Termination. This Agreement shall become
effective with respect to the Portfolio upon approval of this Agreement by vote
of a majority of the outstanding voting securities of the Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to the
Portfolio until August 16, 1990. Thereafter, if not terminated, this Agreement
shall continue with respect to the Portfolio for successive annual periods
ending on August 16, provided such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of the Board of
Directors of the Company who are not parties to this Agreement or interested
persons of the Company or any such party, cast in person at a meeting called
for the purpose of voting on such approval, and (b) by the Board of Directors
of the Company or by vote of a majority of the outstanding voting securities of
the Portfolio; provided however, that this Agreement may be terminated with
respect to the Portfolio by the Company at any time, without the payment of any
penalty, by the Board of Directors of the Company or by vote of a majority of
the outstanding voting securities of the Portfolio, on 60 days' written notice
to the Investment Advisor, and will be terminated upon any termination of the
Advisory Agreement between the Company and the Investment Advisor. This
Agreement will also immediately terminate in the event of its assignment. (As
used in this Agreement, the terms " majority of the outstanding voting
securities," "interested person" and "assignment" shall have the same meaning
as such terms have in the Investment Company Act of 1940, as amended.)
12. Amendment of this Agreement. No provision of this Agreement
may be changed, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a
majority of the outstanding voting securities of the Portfolio.
13. Miscellaneous. 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. 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 binding upon and shall inure to
the benefit of the parties hereto and their respective successor and shall be
governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. PROVIDENT INSTITUTIONAL
---------------------- MANAGEMENT CORPORATION
(Corporate Seal) By: /s/ ▇▇▇▇▇▇ ▇. Neim
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. PROVIDENT NATIONAL BANK
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(Corporate Seal) By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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