1
Exhibit 9 (a)
2
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE RBB FUND, INC.
for
THE BEA FUNDS
and
STATE STREET BANK AND TRUST COMPANY
3
TABLE OF CONTENTS
Page
1. Terms of Appointment; Duties of the Bank........................................................1
2. Fees and Expenses...............................................................................3
3. Representations and Warranties of the Bank......................................................4
4. Representations and Warranties of the Fund......................................................4
5. Wire Transfer Operating Guidelines..............................................................5
6. Data Access and Proprietary Information.........................................................7
7. Indemnification.................................................................................8
8. Standard of Care................................................................................9
9. Covenants of the Fund and the Bank..............................................................9
10. Termination of Agreement.......................................................................10
11. Additional Funds...............................................................................10
12. Assignment.....................................................................................11
13. Amendment......................................................................................11
14. Massachusetts Law to Apply.....................................................................11
15. Force Majeure..................................................................................11
16. Consequential Damages..........................................................................11
17. Merger of Agreement............................................................................12
18. Counterparts...................................................................................12
19. Reproduction of Documents......................................................................12
4
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 15th day of October, 1996, by and between THE RBB FUND,
INC., a Maryland corporation, having its principal office and place of business
at Bellevue Park Corporate Center, 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx,
XX 00000 (the "Fund"), with respect to The Bea Funds and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company having its principal office and
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the
"Bank").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, The Bea Funds of the Fund intend to initially offer shares in ten
series identified on Schedule A (each such series, together with all other
series subsequently established by the Fund and made subject to this Agreement
in accordance with Article 10, being herein referred to as a "Portfolio", and
collectively as the "Portfolios");
WHEREAS, the Fund desires to appoint the Bank with respect to the Portfolios as
its transfer agent, dividend disbursing agent, custodian of certain retirement
plans and agent in connection with certain other activities, and the Bank
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Terms of Appointment; Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, with respect to the Portfolios, hereby employs and appoints the
Bank to act as, and the Bank agrees to act as its transfer agent for
the Fund's authorized and issued shares of its common stock, $ .001
par value, ("Shares"), dividend disbursing agent, custodian of
certain retirement plans and agent in connection with any
accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective prospectus
and statement of additional information ("prospectus") of the Fund on
behalf of the applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by agreement between the Fund on behalf of each of the
Portfolios, as applicable and the Bank, the Bank shall:
5
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and
appropriate documentation thereof to the Custodian
of the Portfolio authorized pursuant to the
Articles of Incorporation of the Fund (the
"Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii)
and (iii) above, the Bank shall execute
transactions directly with broker-dealers
authorized by the Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over
in the appropriate manner such monies as instructed
by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the
applicable Portfolio;
(viii) Issue replacement certificates for those
certificates alleged to have been lost, stolen or
destroyed upon receipt by the Bank of
indemnification satisfactory to the Bank and
protecting the Bank and the Fund, and the Bank at
its option, may issue replacement certificates in
place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the
Fund and its Shareholders as to the foregoing and
(x) Record the issuance of shares of the Portfolios
and maintain pursuant to SEC Rule 17Ad-10(e) a
record of the total number of shares of the
Portfolios which are authorized, based upon data
provided to it by the Fund, and issued and
outstanding. The Bank shall also provide the Fund
on a regular basis with the total number of shares
which are authorized and issued and outstanding
and shall have no obligation, when recording the
issuance of shares, to take cognizance of any laws
relating to the issue or sale of such shares,
which functions shall be the sole responsibility
of the
2
6
Fund. The Bank shall notify the Fund in case any
proposed issue of shares by the Portfolios would
result in an over-issue as defined by Section 8-210
of Article 8 of the Uniform Commercial Code. In
case any issue of shares would result in such an
over-issue, the Bank shall refuse to issue said
shares and shall not countersign and issue
certificates (if any) for such shares.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), the Bank
shall: (i) perform the customary services of a transfer
agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plans (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing Shareholder proxies, Shareholder
reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect
to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms
and statements of account to Shareholders for all purchases
and redemptions of Shares and other confirmable transactions
in Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder
account information and (ii) provide a system which will
enable the Fund to monitor the total number of Shares sold
in each State.
(c) In addition, the Fund shall (i) identify to the Bank in
writing those transactions and assets to be treated as
exempt from blue sky reporting for each State and (ii)
verify the establishment of transactions for each State on
the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of the
Bank for the Fund's blue sky State registration status is
solely limited to the initial establishment of transactions
subject to blue sky compliance by the Fund and the reporting
of such transactions to the Fund as provided above.
(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by
agreement between the Fund on behalf of each Portfolio and
the Bank per the attached service responsibility schedule.
The Bank may at times perform only a portion of these
services and the Fund or its agent may perform these
services on the Fund's behalf.
(e) The Bank shall provide additional services on behalf of the
Fund (e.g., escheatment services) which may be agreed upon
in writing between the Fund and the Bank.
2. Fees and Expenses
2.1 For the performance by the Bank pursuant to this Agreement, the Fund
agrees on behalf of
3
7
each of the Portfolios to pay the Bank an annual maintenance fee for
each Shareholder account as set out in the initial fee schedule
attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees
on behalf of each of the Portfolios to reimburse the Bank for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, mailing
and tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In
addition, any other expenses incurred by the Bank at the request or
with the consent of the Fund, will be reimbursed by the Fund on
behalf of the applicable Portfolio.
2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees
and reimbursable expenses within five days following the receipt of
the respective billing notice. Postage for mailing of dividends,
proxies, Fund reports and other mailings to all shareholder accounts
shall be advanced to the Bank by the Fund at least seven (7) days
prior to the mailing date of such materials.
3. Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of Maryland.
4
8
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
4.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended
on behalf of each of the Portfolios is currently effective and will
remain effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all Shares of
the Fund being offered for sale.
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
5.1 The Bank is authorized to promptly debit the appropriate
Fund account(s) upon the receipt of a payment order in
compliance with the selected security procedure (the
"Security Procedure") chosen for funds transfer and in the
amount of money that the Bank has been instructed to
transfer. The Bank shall execute payment orders in
compliance with the Security Procedure and with the Fund
instructions on the execution date provided that such
payment order is received by the customary deadline for
processing such a request, unless the payment order
specifies a later time. All payment orders and
communications received after this the customary deadline
will be deemed to have been received the next business day.
5.2 The Fund acknowledges that the Security Procedure it has
designated on the Fund Selection Form was selected by the
Fund from security procedures offered by the Bank. The Fund
shall restrict access to confidential information relating
to the Security Procedure to authorized persons as
communicated to the Bank in writing. The Fund must notify
the Bank immediately if it has reason to believe
unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized
personnel. The Bank shall verify the authenticity of all
Fund instructions according to the Security Procedure.
5.3 The Bank shall process all payment orders on the basis of
the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the
payment order and the account number, the account number
shall take precedence and govern.
5.4 The Bank reserves the right to decline to process or delay
the processing of a payment order which (a) is in excess of
the collected balance in the account to be
5
9
charged at the time of the Bank's receipt of such payment
order; (b) if initiating such payment order would cause the
Bank, in the Bank's sole judgement, to exceed any volume,
aggregate dollar, network, time, credit or similar limits
which are applicable to the Bank; or (c) if the Bank, in
good faith, is unable to satisfy itself that the transaction
has been properly authorized.
5.5 The Bank shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided
that such requests are received in a timely manner affording
the Bank reasonable opportunity to act. However, the Bank
assumes no liability if the request for amendment or
cancellation cannot be satisfied.
5.6 The Bank shall assume no responsibility for failure to
detect any erroneous payment order provided that the Bank
complies with the payment order instructions as received and
the Bank complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating
payment orders only and not for the detection of errors in
payment orders.
5.7 The Bank shall assume no responsibility for lost interest
with respect to the refundable amount of any unauthorized
payment order, unless the Bank is notified of the
unauthorized payment order within thirty (30) days of
notification by the Bank of the acceptance of such payment
order. In no event (including failure to execute a payment
order) shall the Bank be liable for special, indirect or
consequential damages, even if advised of the possibility of
such damages.
5.8 When the Fund initiates or receives Automated Clearing House
credit and debit entries pursuant to these guidelines and
the rules of the National Automated Clearing House
Association and the New England Clearing House Association,
the Bank will act as an Originating Depository Financial
Institution and/or receiving depository Financial
Institution, as the case may be, with respect to such
entries. Credits given by the Bank with respect to an ACH
credit entry are provisional until the Bank receives final
settlement for such entry from the Federal Reserve Bank. If
the Bank does not receive such final settlement, the Fund
agrees that the Bank shall receive a refund of the amount
credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be
deemed to have paid the amount of the entry.
5.9 Confirmation of Bank's execution of payment orders shall
ordinarily be provided within twenty four (24) hours notice
of which may be delivered through the Bank's proprietary
information systems, or by facsimile or call-back. Fund must
report any objections to the execution of an order within
thirty (30) days.
6
10
6. Data Access and Proprietary Information
6.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Bank as part of the
Fund's ability to access certain Fund-related data ("Customer Data")
maintained by the Bank on data bases under the control and ownership
of the Bank ("Data Access Services") constitute copyrighted, trade
secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Bank or other third party.
In no event shall Proprietary Information be deemed Customer Data. The
Fund agrees to treat all Proprietary Information as proprietary to the
Bank and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided
hereunder. Without limiting the foregoing, the Fund agrees for itself
and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Bank's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Bank;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal
copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section shall
survive any earlier termination of this Agreement.
6.2 If the Fund notifies the Bank that any of the Data Access Services do
not operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make
no claim against the
7
11
Bank arising out of the contents of such third-party data, including,
but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK
EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the
Bank shall be entitled to rely on the validity and authenticity of
such instruction without undertaking any further inquiry as long as
such instruction is undertaken in conformity with security procedures
established by the Bank from time to time.
7. Indemnification
7.1 The Bank shall not be responsible for, and the Fund shall on behalf of
the applicable Portfolio indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided
that such actions are taken in good faith and without
negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any
representation or warranty of the Fund hereunder;
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or
services which (i) are received by the Bank or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf
of the Fund including but not limited to any previous
transfer agent or registrar;
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of
the Fund on behalf of the applicable Portfolio;
(e) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other
determination or ruling by any federal or any state agency
with respect to the offer or sale of such Shares and
8
12
(f) The negotiations and processing of checks made payable to
prospective or existing Shareholders tendered to the Bank
for the purchase of Shares, such checks are commonly known
as "third party checks."
7.2 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Bank under this Agreement, and the Bank and its agents or
subcontractors shall not be liable and shall be indemnified by the
Fund on behalf of the applicable Portfolio for any action taken or
omitted by it in reliance upon such instructions or upon the written
opinion of such counsel. The Bank, its agents and subcontractors shall
be protected and indemnified in acting upon any paper or document,
reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data,
records or documents provided the Bank or its agents or subcontractors
by machine readable input, telex, CRT data entry or other similar
means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice
thereof from the Fund. The Bank, its agents and subcontractors shall
also be protected and indemnified in recognizing stock certificates
which are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or former registrar, or
of a co-transfer agent or co-registrar.
7.3 In order that the indemnification provisions contained in this Section
7 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the
Fund of such assertion, and shall keep the Fund advised with respect
to all developments concerning such claim. The Fund shall have the
option to participate with the Bank in the defense of such claim or to
defend against said claim in its own name or in the name of the Bank.
The Bank shall in no case confess any claim or make any compromise in
any case in which the Fund may be required to indemnify the Bank
except with the Fund's prior written consent.
8. Standard of Care
The Bank shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees.
9. Covenants of the Fund and the Bank
9.1 The Fund shall on behalf of each of the Portfolios promptly furnish to
the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing
9
13
the appointment of the Bank and the execution and delivery
of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Fund and all amendments thereto.
9.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
9.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Fund Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such
records prepared or maintained by the Bank relating to the services to
be performed by the Bank hereunder are the property of the Fund and
will be preserved, maintained and made available in accordance with
such Section and Rules, and will be surrendered promptly to the Fund
on and in accordance with its request.
9.4 The Bank and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
9.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund
as to such inspection. The Bank reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised
by its counsel that it may be held liable for the failure to exhibit
the Shareholder records to such person.
10. Termination of Agreement
10.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
10.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund on behalf of the applicable Portfolio(s).
Additionally, the Bank reserves the right to charge for any other
reasonable expenses associated with such termination and a charge
equivalent to the average of three (3) months' fees.
11. Additional Funds
In the event that the Fund establishes one or more series of Shares in
addition to the
10
14
Portfolios with respect to which it desires to have the Bank render
services as transfer agent under the terms hereof, it shall so notify
the Bank in writing, and if the Bank agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.
12. Assignment
12.1 Except as provided in Section 12.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
12.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
12.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)"),
(ii) a BFDS subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(2) or (iii) a BFDS affiliate; provided, however, that
the Bank shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and
omissions.
13. Amendment
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund.
14. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
15. Force Majeure
In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
16. Consequential Damages
Neither party to this Agreement shall be liable to the other party for
consequential damages
11
15
under any provision of this Agreement or for any consequential damages
arising out of any act or failure to act hereunder.
17. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
18. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
19. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The
parties hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence
and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or
further reproduction shall likewise be admissible in evidence.
12
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
THE RBB FUND, INC.
BY: /s/ Xxxxxx X. Xxxxx
-------------------------------
The RBB Fund, Inc.
Xxxxxx X. Xxxxx
President & Treasurer
ATTEST:
/s/ ???
---------------------------
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
BY: /s/ ???
------------------------------
Executive Vice President
ATTEST:
/s/ ???
----------------------------
00
XXXXX XXXXXX BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----
1. Receives orders for the purchase X
of Shares.
2. Issue Shares and hold Shares in X
Shareholders accounts.
3. Receive redemption requests. X
4. Effect transactions 1-3 above X
directly with broker-dealers.
5. Pay over monies to redeeming X
Shareholders.
6. Effect transfers of Shares. X
7. Prepare and transmit dividends X
and distributions.
8. Issue Replacement Certificates. X
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and X
accurate control book for each
issue of securities.
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Mail prospectuses to current X
Shareholders.
15. Withhold taxes on U.S. resident X
and non-resident alien accounts.
18
Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----
16. Prepare and file U.S. Treasury X
Department forms.
17. Prepare and mail account and X
confirmation statements for
Shareholders.
18. Provide Shareholder account X
information.
19. Blue sky reporting. X
* Such services are more fully described in Section 1.2 (a), (b) and (c)
of the Agreement.
THE RBB FUND, INC.
BY: /s/ Xxxxxx X. Xxxxx
-------------------------------
The RBB Fund, Inc.
Xxxxxx X. Xxxxx
President & Treasurer
ATTEST:
/s/ ???
---------------------------
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
BY: /s/ ???
------------------------------
Executive Vice President
ATTEST:
/s/ ???
----------------------------
19
SCHEDULE A
BEA International Equity - Institutional
BEA Emerging Markets Equity - Institutional
BEA US Core Equity - Institutional
BEA Balanced - Institutional
BEA US Core Fixed Income - Institutional
BEA Strategic Global Fixed Income Fund-Institutional
BEA High Yield - Institutional
BEA Municipal Bond - Institutional
BEA International Equity - Advisor
BEA Emerging Markets Equity - Advisor
BEA Global Telecommunications - Advisor
BEA High Yield - Advisor
20
[BEA ASSOCIATES LETTERHEAD]
October 9, 1997
Mr. Xxxxxx Xxxxx
Boston Financial Data Services, Inc.
Xxx Xxxxxxxx Xxxxx - 0xx Xxxxx
Xxxxxx, XX 00000
Dear Suresh:
Pursuant to previous conversations, this letter is to confirm that we are in
agreement to the billing methodology that is in place for the BEA Portfolios of
The RBB Fund, Inc. The current minimum annual fee payable to Boston Financial
Data Services, Inc. of $226,000 ($126,000 for seven Institutional Portfolios
and $100,000 for four Advisor Portfolios) will be billed at the complex level.
The fee will then be allocated to each Portfolio based on its total assets in
aggregate (versus share class). Based on the original fee schedule, $30,000 of
the $226,000 will be waived for the first year that the agreement is in place.
If you are in agreement with the above, please sign this letter where indicated
and return to me.
If you have any questions, please do not hesitate to contact me.
Very truly yours,
/s/ Xxxxx Xxxxxxxx
------------------------
Xxxxx Xxxxxxxx
Assistant Vice President
The information included herein is correct.
Signature: /s/ Xxxxxx Xxxxx Title:
----------------- ---------------------
Xxxxxx Xxxxx
00
[XXXXX XXXXXX LOGO]
FEE INFORMATION FOR SERVICES AS
PLAN, TRANSFER AND DIVIDEND DISBURSING AGENT
BEA ASSOCIATES
ANNUAL ACCOUNT SERVICE FEES
DAILY DIVIDEND FUND $ 14.00
NON-DAILY DIVIDEND FUND $ 12.00
CLOSED ACCOUNT FEE $ 1.50
COMPLEX MINIMUM
INSTITUTIONAL (UP TO 9 CUSIPS) $162,000
*RETAIL (UP TO 4 CUSIPS) $100,000
NEW CUSIPS $18,000
FEES ARE BILLABLE ON A MONTHLY BASIS AT THE RATE OF 1/12 OF THE ANNUAL FEE. A
CHARGE IS MADE FOR AN ACCOUNT IN THE MONTH THAT AN ACCOUNT OPENS OR CLOSES.
ACCOUNT SERVICE FEES ARE THE HIGHER OF: OPEN ACCOUNT CHARGES PLUS CLOSED
ACCOUNT CHARGES OR THE COMPLEX MINIMUM.
ACTIVITY BASED FEES
NEW ACCOUNT SET-UP $ 5.00/EACH
MANUAL TRANSACTIONS $ 1.50/EACH
TELEPHONE CALLS $ 2.50/EACH
CORRESPONDENCE $ 1.50/EACH
RESEARCH REQUESTS $ 1.50/EACH
THIRD PARTY INTERFACE $10,000/ANNUALLY/PER INTERFACE
BANKING SERVICES
CHECKWRITING SETUP $ 5.00
CHECKWRITING (PER DRAFT) $ 1.00
ACH $ .35
OTHER FEES
INVESTOR PROCESSING $ 1.80/INVESTOR
12b-1 COMMISSIONS $ 1.20/ACCOUNT
CONVERSION FEES
PER ACCOUNT FEE $ 1.00
MINIMUM (PER COMPLEX) $ 20,000
XXX CUSTODIAL FEES
ANNUAL MAINTENANCE $ 20.00/ACCOUNT
00
[XXXXX XXXXXX BANK LOGO]
OUT-OF-POCKET EXPENSES BILLED AS INCURRED
Out-of-Pocket expenses include but are not limited to: confirmation statements,
investor statements, postage, forms, audio response, telephone, records
retention, federal wire, transcripts, microfilm, microfiche, and expenses
incurred at the specific direction of the fund.
* This fee will be phased in for a one year period.
BEA ASSOCIATES STATE STREET BANK AND TRUST CO.
By By /s/ ???
-------------------- ------------------------
Title Title ???
-------------------- ------------------------
Date Date 11/4/96
-------------------- ------------------------
REVISED 10/31/96
00
[XXXXX XXXXXX LOGO]
ADDENDUM TO FEE SCHEDULE
BEA ASSOCIATES
-------------------------------------------------------------------------------
The Retail Complex Minimum will be phased in over a one year period as follows:
RETAIL COMPLEX MINIMUM
----------------------
Months 0 - 3 $10,000
Months 4 - 6 $15,000
Months 7 - 9 $20,000
Months 10 - 12 $25,000
BEA ASSOCIATES STATE STREET BANK AND TRUST CO.
By By /s/ ????????
------------------------------- -----------------------------
Title Title ????????
--------------------------- --------------------------
Date Date 4/4/96
---------------------------- --------------------------
Revised 10/31/96
