EXHIBIT 9 (mm)
CO-ADMINISTRATION AGREEMENT
March 31, 1995
Counsellors Funds Service, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
The RBB Fund, Inc. (the "Company"), a corporation
organized under the laws of the State of Maryland, confirms its
agreement with Counsellors Funds Service, Inc. ("Counsellors
Service") with respect to the Warburg Pincus Tax Free Fund (the
"Fund"), a portfolio of the Company, as follows:
1. Investment Description; Appointment
-----------------------------------
The Company desires to employ its capital by investing
and reinvesting in investments of the kind and in accordance with
the limitations specified in the Company's Articles of
Incorporation, as amended from time to time (the "Charter"), in
the Company's By-laws, as amended from time to time (the
"By-laws"), in the Fund's prospectus (the "Prospectus") and
statement of additional information (the "Statement of Additional
Information") as in effect from time to time, and in such manner
and to the extent as may from time to time be approved by the
Board of Directors of the Company. Copies of the Fund's
Prospectus and Statement of Additional Information and the
Company's Charter and By-laws have been submitted to Counsellors
Service. The Fund employs Warburg, Xxxxxx Counsellors, Inc. (the
"Adviser") as its investment adviser. The Company desires to
employ and hereby appoints Counsellors Service as its
co-administrator for the Fund. Such co-administration services
shall be in addition to those provided to the Company by PFPC,
Inc. pursuant to the Co-Administration Agreement dated August 4,
1994.
Counsellors Service accepts this appointment and
agrees to furnish the services for the compensation set forth
below.
2. Services as Co-Administrator
----------------------------
Subject to the supervision and direction of the Board
of Directors of the Company, Counsellors Service will:
(a) assist in supervising all aspects of the Fund's
operations, except those performed by other parties pursuant to
written agreements with the Company;
(b) provide various shareholder liaison services
including, but not limited to, responding to inquiries of
shareholders regarding the Fund, providing information on
shareholder investments, assisting shareholders of the Fund in
changing dividend options, account designations and addresses,
and other similar services;
(c) provide certain administrative services including,
but not limited to, providing periodic statements showing the
account balance of a Fund shareholder and integrating the
statements with those of other transactions and balances in the
shareholder's other accounts serviced by the Fund's custodian or
transfer agent;
(d) supply the Fund with office facilities (which may
be Counsellors Service's own offices), data processing services,
clerical, internal executive and administrative services, and
stationery and office supplies;
(e) furnish corporate secretarial services, including
assisting in the preparation of materials for Board of Directors
meetings and distributing those materials and assisting in the
preparation of minutes of meetings of the Company's Board of
Directors and any Committees thereof and of the Fund's
shareholders;
(f) coordinate the preparation of reports to the
Fund's shareholders of record and the Securities and Exchange
Commission (the "SEC") including, but not limited to, proxy
statements; annual, semi-annual and quarterly reports to
shareholders; annual and semi-annual reports on Form N-SAR; and
post-effective amendments to the Fund's Registration Statement on
Form N-1A (the "Registration Statements");
(g) develop computer systems for the generation of
consolidated periodic reports to investors;
(h) assist in other regulatory filings as necessary;
(i) assist the Fund's investment adviser, at the
investment adviser's request, in monitoring and developing
compliance procedures for the Fund which will include, among
other matters, procedures to assist the investment adviser in
monitoring compliance with the Fund's investment objective,
policies, restrictions, tax matters and applicable laws and
regulations; and
(j) acting as liaison between the Fund and the Fund's
independent public accountants, counsel, custodian or custodians,
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transfer agent and co-administrator and taking all reasonable
action in the performance of its obligations under this Agreement
to assure that all necessary information is made available to
each of them.
In performing all services under this Agreement,
Counsellors Service shall act in conformity with applicable law,
the Company's Charter and By-Laws, and all amendments thereto,
and the investment objective, investment policies and other
practices and policies set forth in the Fund's Registration
Statement, as such Registration Statement and practices and
policies may be amended from time to time.
3. Compensation
------------
In consideration of services rendered pursuant to this
Agreement, the Fund will pay Counsellors Service on the first
business day of each month a fee for the previous month at an
annual rate of .10% of the Fund's average daily net assets. The
fee for the period from the date Counsellors Service commences
its operations on behalf of the Fund to the end of the month
during which Counsellors Service commences such operations shall
be prorated according to the proportion that such period bears to
the full monthly period. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month
shall be prorated according to the proportion which such period
bears to the full monthly period and shall be payable upon the
date of termination of this Agreement. For the purpose of
determining fees payable to Counsellors Service, fees shall be
calculated monthly and the value of the Fund's net assets shall
be computed at the times and in the manner specified in the
Prospectus and Statement of Additional Information as from time
to time in effect.
4. Expenses
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Counsellors Service will bear all expenses in
connection with the performance of its services under this
Agreement; provided, however, that the Fund will reimburse
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Counsellors Service for the out-of-pocket expenses incurred by it
on behalf of the Fund. Such reimbursable expenses shall include,
but not be limited to, postage, telephone, telex and Federal
Express charges. Counsellors Service will xxxx the Fund as soon
as practicable after the end of each calendar month for the
expenses it is entitled to have reimbursed.
The Fund will bear certain other expenses to be
incurred in its operation, including: taxes, interest, brokerage
fees and commissions, if any; fees of Directors of the Company
who are not officers, directors, or employees of the Adviser or
Counsellors Service; Securities and Exchange Commission fees and
state Blue Sky qualification fees; charges of custodians and
transfer and dividend disbursing agents; certain insurance
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premiums; outside auditing and legal expenses; costs of
maintenance of corporate existence; except as otherwise provided
herein, costs attributable to investor services, including
without limitation, telephone and personnel expenses; costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and
meetings, and meetings of the officers of Board of Directors of
the Company; costs of any pricing services; and any extraordinary
expenses.
5. Standard of Care
----------------
Counsellors Service shall exercise its best judgment in
rendering the services listed in paragraph 2 above. Counsellors
Service shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with
the matters to which this Agreement relates provided that nothing
in this Agreement shall be deemed to protect or purport to
protect Counsellors Service against liability to the Fund or to
its shareholders to which Counsellors Service would otherwise be
subject by reason of willful misfeasance, bad faith or negligence
on its part in the performance of its duties or by reason of
Counsellors Service's reckless disregard of its obligations and
duties under this Agreement.
6. Term of Agreement
-----------------
This Agreement shall become effective on the day
following approval by the Board of Directors of the Company
including a majority of the Board of Directors who are not
"interested persons" (as defined in the Investment Company Act of
1940, as amended) of any party to this Agreement, and shall
continue until September 16, 1995 and shall continue
automatically (unless terminated as provided herein) for
successive annual periods ending on September 16 of each year,
provided that such continuance is specifically approved at least
annually by the Board of Directors of the Company, including a
majority of the Board of Directors who are not "interested
persons" of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval.
This Agreement is terminable, without penalty, on 60 days'
written notice, by the Board of Directors of the Company or by
vote of holders of a majority of the Fund's shares, or upon 60
days' written notice, by Counsellors Service.
7. Service to Other Companies or Accounts
--------------------------------------
The Company understands that Counsellors Service now
acts, will continue to act and may act in the future as
administrator, co-administrator or administrative services agent
to one or more other investment companies, and the Company has no
objection to Counsellors Service's so acting. The Company
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understands that the persons employed by Counsellors Service to
assist in the performance of Counsellors Service's duties
hereunder will not devote their full time to such service and
nothing contained in this Agreement shall be deemed to limit or
restrict the right of Counsellors Service or any affiliate of
Counsellors Service to engage in and devote time and attention to
other businesses or to render services of whatever kind or
nature.
8. Limitation of Liability
-----------------------
The Company and Counsellors Service agree that the
obligations of the Company under this Agreement will not be
binding upon any of the directors, shareholders, nominees,
officers, employees or agents, whether past, present or future,
of the Company, individually, but are binding only upon the
assets and property of the Fund, as provided in the Company's
Charter. The execution and delivery of this Agreement has been
authorized by the Board of Directors of the Company, and signed
by an authorized officer of the Company, acting as such, and
neither the authorization by the Board of Directors nor the
execution and delivery by the officer will be deemed to have been
made by any of them individually or to impose any liability on
any of them personally, but will bind only the property of the
Fund as provided in the Charter.
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance hereof by signing
and returning to us the enclosed copy hereof.
Very truly yours,
RBB FUND, INC.
By:/s/ Xxxxxx X. Xxxxx
-------------------
Name:Xxxxxx X. Xxxxx
Title:President
Accepted:
COUNSELLORS FUNDS SERVICE, INC.
By:/s/ Xxxxxx X. Xxxxx
-------------------
Name:Xxxxxx X. Xxxxx
Title:Vice President
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