Exhibit 8(b)
SUB-CUSTODIAN AGREEMENT
AGREEMENT dated as of July 13, 1992 among THE CHASE MANHATTAN BANK, N.A.
("Bank"), THE RBB FUND, INC. (the "Fund") and PROVIDENT NATIONAL BANK
("Company").
WITNESSETH:
WHEREAS, Company has entered into a Custodian Agreement with the Fund,
a Maryland corporation, to provide certain custody services; and
WHEREAS, the Company and the Fund wish to retain Bank to provide
certain sub-custodian services to the Company and the Fund for the benefit of
the Fund, and Bank is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Custody Account. The Bank agrees to establish and maintain (a) a separate
custody account for each investment portfolio of the Fund ("Custody Account")
for any and all stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase or subscribe for
the same or evidencing or representing any other rights or interests therein
and other similar property (hereinafter called "Securities") from time to time
received by the Bank or any sub-custodian (as defined in the second paragraph
of Section 3 hereof) for the account of the particular investment portfolio of
the Fund; and (b) a separate deposit account or accounts in the name of each
investment portfolio of the Fund ("Deposit Account") for any and all cash and
cash equivalents in any currency received by the Bank or any sub-custodian for
the account of the particular investment portfolio of the Fund, which cash
shall not be subject to withdrawal by draft or check. The term "Property" as
used herein shall mean all Securities, cash, cash equivalents and other assets
of the Fund.
2. Maintenance of Property Abroad. Securities in a Custody Account shall be
held in the country or other jurisdiction as shall be specified from time to
time in Instructions (as defined in Section 9 hereof), provided that such
country or other jurisdiction shall be one in which the principal trading
market for such Securities is located or the country or other jurisdiction in
which such securities are to be presented for payment or are acquired for the
Custody Account, and cash in a Deposit Account shall be credited to an account
in such country or other jurisdiction in which such cash may be legally
deposited or is the legal currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or non-interest
bearing accounts as may be available for the particular currency. To the extent
Instructions are issued and the Bank can comply with such Instructions, the
Bank is authorized to maintain cash balances on deposit for the Fund with
itself or one of its affiliates at such reasonable rates of interest as may
from time to time be paid on such accounts, or in non-interest bearing accounts
as the Fund may direct, if acceptable to the Bank.
3. Eligible Foreign Custodians and Securities Depositories. The Board of
Directors of the Fund authorizes the Bank to hold the securities in the Custody
Account(s) and the cash in the Deposit Account(s) in custody and deposit
accounts, respectively, which have been established by the Bank with one of its
branches, a branch of a qualified U.S. bank, an eligible foreign custodian or
an eligible foreign securities depository; provided, however, that the Board of
Directors of the Fund has approved the use of, and the Bank's contract with,
such eligible foreign custodian or eligible foreign securities depository by
resolution, and Instructions to such effect have been provided to the Bank.
Furthermore, if a Bank's branch, a branch of a qualified U.S. bank or an
eligible foreign custodian is selected to act as the Bank's sub-custodian to
hold any Property, such entity is authorized to hold such Property in its
account with any eligible foreign securities depository in which it
participates so long as such foreign securities depository has been approved by
the Board of Directors of the Fund. For purposes of this Agreement (a)
"qualified U.S. bank" shall mean a qualified U.S. bank as defined in Rule 17f-5
under the Investment Company Act of 1940, as amended ("Rule 17f-5"); (b)
"eligible foreign custodian" shall mean (i) a banking institution or trust
company incorporated or organized under the laws of a country other than the
United States that is regulated as such by that country's government or an
agency thereof and that has shareholders' equity in excess of $200 million in
U.S. currency (or a foreign currency equivalent thereto) or (ii) a
majority-owned direct or indirect subsidiary of a qualified U.S. bank or bank
holding company that is incorporated or organized under the laws of a country
other than the United States and that has shareholders' equity in excess of
$100 million in U.S. currency (or a foreign currency equivalent thereto); and
(c) "eligible foreign securities depository" shall mean a securities depository
or clearing agency, incorporated or organized under the laws of a country other
than the United States, which operates (i) the central system for handling of
securities or equivalent book-entries in that country or (ii) a transnational
system for the central handling of securities or equivalent book-entries.
Hereinafter the term "sub-custodian" will refer to any Bank branch,
any branch of a qualified U.S. bank, any eligible foreign custodian or any
eligible foreign securities depository with which the Bank has entered into an
agreement of the type contemplated hereunder regarding Securities and/or cash
held in or to be acquired for a Custody Account or a Deposit Account.
If, after the initial approval of the sub-custodians by the Board of Directors
of the Fund in connection with this Agreement, the Bank wishes to appoint other
sub-custodians to hold the Fund's Property, it will so notify the Company and
the Fund and will provide them with information reasonably necessary to
determine any such new sub-custodian's eligibility under Rule 17f-5, including
a copy of the proposed agreement with such sub-custodian. The Fund shall within
30 days after receipt of such notice give a written approval or disapproval of
the proposed action.
If the Bank intends to remove any sub-custodian previously approved,
it shall so notify the Fund and the Company and shall move the Property
deposited with such, sub-custodian to another sub-custodian previously approved
or to a new sub-custodian, provided that the appointment of any new
sub-custodian will be subject to the requirements set forth in the preceding
paragraph. The Bank shall take steps as may be required to remove any
sub-custodian which has ceased to meet the requirements of Rule 17f-5.
4. Use of Sub-Custodians. With respect to Property which is maintained
by the Bank in the physical custody of a sub-custodian pursuant to Section 3:
(a) The Bank will identify on its books as belonging to the
particular investment portfolio of the Fund any Property held by such
sub-custodian.
(b) In the event that a sub-custodian permits any of the
Securities placed in its care to be held in an eligible foreign securities
depository, such sub-custodian will be required by its agreement with the Bank
to identify on its books such Securities as being held for the account of the
Bank as a custodian for its customers.
(c) Any Securities in a Custody Account held by a
sub-custodian of the Bank will be subject only to the instructions of the Bank
or its agents; and any Securities held in an eligible foreign securities
depository for the account of a sub-custodian will be subject only to the
instructions of such sub-custodian.
(d) The Bank will only deposit Securities in an account
with a sub-custodian which includes exclusively the assets held by the Bank for
its customers, and the Bank will cause such account to be designated by such
sub-custodian as a special custody account for the exclusive benefit of
customers of the Bank.
(e) Any agreement the' Bank shall enter into with a
sub-custodian with respect to the holding of Securities shall require that (i)
the Securities are not subject to any right, charge, security interest, lien or
claim of any kind in favor of such sub-custodian or its creditors except for a
claim of payment for its safe custody or administration and (ii) beneficial
ownership of such Securities is freely transferable without the payment of
money or value other than for safe custody or administration; provided,
however, that the foregoing shall not apply to the extent that any of the
above-mentioned rights, charges, etc. result from any compensation or other
expenses arising with respect to the safekeeping of Securities pursuant to such
agreement.
(f) The Bank shall allow independent public accountants of
the Fund such reasonable access to the records of the Bank relating to Property
held in a Custody Account and a Deposit Account as required by such accountants
in connection with their examination of the books and records pertaining to the
affairs of the Fund. The Bank shall, subject to restrictions under applicable
law, also obtain from any sub-custodian with which the Bank maintains the
physical possession of any Property an undertaking to permit independent public
accountants of the Fund such reasonable access to the records of such
sub-custodian as may be required in connection with their examination of the
books and records pertaining to the affairs of the Fund or to supply a
verifiable confirmation of the contents of such records. The Bank shall furnish
the Fund and the Company such reports (or portions thereof) of the Bank's
external auditors as relate directly to the Bank's system of internal accounting
controls applicable to the Bank's duties under this Agreement.
(g) The Bank will supply to the Fund, care of its investment
adviser, and the Company at least monthly a statement in respect to any Property
in a Custody and a Deposit Account held by each sub-custodian, including an
identification of the entity having possession of such Property, and the Bank
will send to the Fund and the Company an advice or notification of any transfers
of Property to or from the Custody Account and Deposit Account, indicating, as
to Property acquired for an investment portfolio of the Fund, the identity of
the entity having physical possession of such Property. In the absence of the
filing in writing with the Bank by the Fund of exceptions or objections to any
such statement within sixty (60) days of the Fund's receipt of such statement,
or within sixty (60) days after the date that a material defect is reasonably
discoverable, the Fund shall be deemed to have approved such statement; and in
such case or upon written approval of the Fund of any such statement the Bank
shall, to the extent permitted by law and provided the Bank has met the standard
of care in Section 12 hereof, be released, relieved and discharged with respect
to all matters and things set forth in such statement as though such statement
has been settled by the decree of a court of competent jurisdiction in an action
in which the Fund and all persons having any equity interest in the Fund were
parties.
(h) The Bank hereby warrants to the Fund and the Company that
in its opinion, after due inquiry, the established procedures to be followed by
each of its branches, each branch of a qualified U.S. bank, each eligible
foreign custodian and each eligible foreign securities depository holding
Securities of the Fund pursuant to this Agreement afford protection for such
Securities at least equal to that afforded by the Bank's established procedures
with respect to similar Securities held by the Bank (and its securities
depositories) in New York.
(i) The Bank hereby warrants to the Fund and the Company that
as of the date of this Agreement it is maintaining a Bankers Blanket Bond and
hereby agrees to notify the Fund and the Company in the event its Bankers
Blanket Bond is cancelled or otherwise lapses.
5. Deposit Account Payments. Subject to the provisions of Section 7, the Bank
shall make, or cause its sub-custodian to make, payments of cash credited to a
Deposit Account only:
(a) in connection with the purchase of Securities for the
particular investment portfolio of the Fund involved and the delivery of such
Securities to, or the crediting of such Securities to the particular Custody
Account of, the Bank or its sub-custodian, each such payment to be made at
prices as confirmed by Instructions from Authorized Persons (as defined in
Section 10 hereof);
(b) for the purchase or redemption of shares of the capital
stock of the particular investment portfolio of the Fund involved and the
delivery to, or crediting to the account of, the Bank or its sub-custodian of
such shares to be so purchased or redeemed;
(c) for the payment for the account of the particular
investment portfolio of the Fund involved of dividends, interest, taxes,
management or supervisory fees, capital distributions or operating expenses;
(d) for the payments to be made in connection with the
conversion, exchange or surrender of Securities held in a Custody Account;
(e) for other proper corporate purposes of the particular
investment portfolio of the Fund involved; or
(f) upon the termination of this Custody Agreement as
hereinafter set forth.
All payments of cash for a purpose permitted by subsection (a), (b), (c) or (d)
of this Section 5 will be made only upon receipt by the Bank of Instructions
from Authorized Persons which shall specify the purpose for which the payment
is to be made and the applicable subsection of this Section 5. In the case of
any payment to be made for the purpose permitted by subsection (e) of this
Section 5, the Bank must first receive a certified copy of a resolution of the
Board of Directors of the Fund adequately describing such payment, declaring
such purpose to be a proper corporate purpose, and naming the person or persons
to whom such payment shall be made. Any payment pursuant to subsection (f) of
this Section 5 will be made in accordance with Section 17 hereof.
In the event that any payment for an investment portfolio of the Fund
made under this Section 5 exceeds the funds available in that investment
portfolio's Deposit Account, the Bank may, in its discretion, advance the Fund
on behalf of that investment portfolio an amount equal to such excess and such
advance shall be deemed a loan from the Bank to that investment portfolio
payable on demand, bearing interest at the rate of interest customarily charged
by the Bank on similar loans. If the Bank causes a Deposit Account to be
credited on the payable date for interest, dividends or redemptions, the
particular investment portfolio of the Fund involved will promptly return to
the Bank any such amount or property so credited upon oral or written
notification that neither the Bank nor its sub-custodian can collect such
amount or property in the ordinary course of business. The Bank or its
sub-custodian, as the case may be, shall have no duty or obligation to
institute legal proceedings, file a claim or proof of claim in any insolvency
proceeding or take any other action with respect to the collection of such
amount or property beyond its ordinary collection procedures.
6. Custody Account Transactions. Subject to the provisions of Section 7,
Securities in a Custody Account will be transferred, exchanged or delivered by
the Bank or its sub-custodians only:
(a) upon sale of such, Securities for the particular
investment portfolio of the Fund involved and receipt by the Bank or its
sub-custodian of payment therefor, each such payment to be in the amount
confirmed by Instructions from Authorized Persons;
(b) when such Securities' are called, redeemed or retired, or
otherwise become payable;
(c) in exchange for or upon conversion into other securities
alone or other Securities and cash pursuant to any plan of merger,
consolidation, reorganization, recapitalization or readjustment;
(d) upon conversion of such Securities pursuant to their
terms into other Securities;
(e) upon exercise of subscription, purchase or other similar
rights represented by such Securities;
(f) for the purpose of exchanging interim receipts or
temporary Securities for definitive Securities;
(g) for the purpose of redeeming in kind shares of the
capital stock of the particular investment portfolio of the Fund involved
against delivery to the Bank or its sub-custodian of such shares to be
redeemed;
(h) for other proper corporate purposes of the particular
investment portfolio of the Fund involved; or
(i) upon the termination of this Custody Agreement as hereinafter set forth. All
transfers, exchanges or deliveries of Securities in a Custody Account for a
purpose permitted by either subsection (a), (b), (c), (d), (e) or (f) of this
Section 6 will be made, except as provided in Section 8 hereof, only upon
receipt by the Bank of Instructions from Authorized Persons which shall specify
the purpose of the transfer, exchange or delivery to be made and the applicable
subsection of this Section 6. In the case of any transfer or delivery to be made
for the purpose permitted by subsection (g) of this Section 6, the Bank must
first receive Instructions from Authorized Persons specifying the shares held by
the Bank or its sub-custodian to be so transferred or delivered and naming the
person or persons to whom transfers or delivery of such shares shall be made. In
the case of any transfer, exchange or delivery to be made for the purpose
permitted by subsection (h) of this Section 6, the Bank must first receive a
certified copy of a resolution of the Board of Directors of the Fund adequately
describing such transfer, exchange or delivery, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to whom delivery of
such Securities shall be made. Any transfer or delivery pursuant to subsection
(i) of this Section 6 will be made in accordance with Section 17 hereof.
7. Custody Account Procedures. With respect to any transaction involving
Securities held in or to be acquired for a Custody Account, the Bank in its
discretion may cause the Deposit Account for the particular investment portfolio
of the Fund involved to be credited on the contractual settlement date with the
proceeds of any sale or exchange of Securities from the particular Custody
Account and to be debited on the contractual settlement date for the cost of
Securities, purchased or acquired for the particular Custody Account. The Bank
may reverse any such credit or debit if the transaction with respect to which
such credit or debit was made fails to settle within a reasonable period,
determined by the Bank in its discretion, after the contractual settlement date,
except that if any Securities delivered pursuant to this Section 7 are returned
by the recipient thereof, the Bank may cause any such credits and debits to be
reversed at any time. With respect to any transactions as to which the Bank does
not determine so to credit or debit the particular Deposit Account, the proceeds
from the sale or exchange of Securities will be credited and the cost of such
Securities purchased or acquired will be debited to the particular Deposit
Account on the date such proceeds or Securities are received by the Bank.
Notwithstanding the preceding paragraph, settlement and payment for
Securities received for, and delivery of Securities out of, a Custody Account
may be effected in accordance with the customary or established securities
trading or securities processing practices and procedures in the jurisdiction
or market in which the transaction occurs, including, without limitation,
delivering Securities to the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) against a receipt with the expectation of
receiving later payment for such Securities from such purchaser or dealer.
8. Actions of the Bank. Until the Bank receives Instructions from Authorized
Persons to the contrary, the Bank will, or will instruct its sub-custodian, to:
(a) present for payment any securities in a Custody Account
which are called, redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon presentation to the
extent that the Bank or sub-custodian is aware of such opportunities for or
payment, and hold cash received upon presentation of such Securities in
accordance with the provisions of Sections 2, 3 and 4 hereof;
(b) in respect of Securities in a Custody Account, execute in
the name of the Fund on behalf of the particular investment portfolio involved
such ownership and other certificates as may be required to obtain payments in
respect thereof;
(c) exchange interim receipts or temporary Securities in a
Custody Account for definitive Securities;
(d) (if applicable) convert monies received with respect to
Securities of foreign issue into United States dollars or any other currency
necessary to effect any transaction involving the Securities whenever it is
practicable to do so through customary banking channels, using any method or
agency available, including, but not limited to, the facilities of the Bank,
its subsidiaries, affiliates or sub-custodians;
(e) (if applicable) appoint brokers and agents for any
transaction involving the Securities in a Custody Account, including, without
limitation, affiliates of the Bank or any sub-custodian; and
(f) reclaim taxes withheld by foreign issuers where reclaim
is possible, provided that, Bank has been provided with all documentation it
may require.
9. Instructions. As used in this Agreement, the term "Instructions" means
instructions of the Fund or the Company received by the Bank via telephone,
telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic
instruction system acceptable to the Bank which the Bank believes in good faith
to have been given by Authorized Persons or which are transmitted with proper
testing or authentication pursuant to terms and conditions which the Bank may
specify.
Any Instructions delivered to the Bank by telephone shall promptly thereafter
be confirmed in writing by an Authorized Person (which confirmation may bear
the facsimile signature of such Person), but the particular investment
portfolio of the Fund involved and the Company will hold the Bank harmless for
the Company's or the Fund's (i) failure to send such confirmation in writing,
or (ii) the failure of such confirmation to conform to the telephone
Instructions received. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until cancelled or superseded. If the
Bank requires test arrangements, authentication methods or other security
devices to be used with respect to Instructions, any Instructions given by the
Fund or the Company thereafter shall be given and processed in accordance with
such terms and conditions for the use of such arrangements, methods or devices
as the Bank may put into effect and modify from time to time. The Fund and the
Company shall safeguard any testkeys, identification codes or other security
devices which the Bank shall make available to them. The Bank may
electronically record any Instructions given by telephone, and any other
telephone discussions, with respect to a Custody Account.
10. Authorized Persons. As used in this Agreement, the term "Authorized Persons"
means such officers or such agents of the Fund or the Company as have been
designated by a resolution of the Board of Directors of the Fund, a certified
copy of which has been provided to the Bank, to act on behalf of the Fund in the
performance of any acts which Authorized Persons may do under this Agreement.
Such persons shall continue to be Authorized Persons until such time as the Bank
receives Instructions from Authorized Persons that any such officer or agent is
no longer an Authorized Person.
11. Nominees. Securities in a Custody Account which are ordinarily held in
registered form may be registered in the name of the Bank's nominee or, as to
any Securities in the possession of an entity other than the Bank, in the name
of such entity's nominee. The particular investment portfolio of the Fund
involved agrees to hold any such nominee harmless from any liability as a
holder of record of such Securities, but not if such liability is a result of
such nominee's negligence. The Bank may without notice to the Company or the
Fund cause any such Securities to cease to be registered in the name of any
such nominee and to be registered in the name of the Fund.
In the event that any Securities registered in the name of the Bank's nominee
or held by one of its sub-custodians and registered in the name of such
sub-custodian's nominee are called for partial redemption by the issuer of such
Security, the Bank may allot, or cause, to be allotted, the called portion to
the respective beneficial holders of such class of security in any manner the
Bank deems to be fair and equitable.
12. Standard of Care.
(a) The Bank shall be obligated to perform only such duties as are set forth in
this Agreement or expressly contained in instructions given to Bank which are
consistent with the provisions of this Agreement.
(i) The Bank will use reasonable care with respect to its obligations under
this Agreement and the safekeeping of Property. The Bank shall be liable to the
Fund and the Company for any loss which shall occur as the result of the
failure of a sub-custodian or an eligible foreign securities depository to
exercise reasonable care with respect to the safekeeping of such Property to
the same extent that the Bank would be liable to the Fund and the Company if
the Bank were holding such Property in New York. In the event of any loss to
the Fund or the Company by reason of the failure of the Bank or its
subcustodian or an eligible foreign securities depository to exercise
reasonable care, the Bank shall be liable to the Fund or the Company only to
the extent of the Fund's or Company's direct damages and expenses to be
determined based on, but not limited to, the market value of the Property which
is the subject of the loss at the date of discovery of such loss and without
reference to any special conditions or circumstances.
(ii) The Bank will not be responsible for any act, omission, default or for the
solvency of any broker or agent (other than as provided herein) which it or a
sub-custodian appoints and uses unless such appointment and use were made or
done negligently or in bad faith.
(iii) The Bank shall be indemnified by, and without Liability to the
particular investment portfolio of the Fund involved and the Company for any
action taken or omitted fitted by the Bank whether pursuant to Instructions
or otherwise within the scope of this Agreement if such act or omission
was in good faith and without negligence. In performing its obligations
under this Agreement, the Bank may rely on the genuineness of any document
which it believes in good faith and without negligence to have been
validly executed.
(iv) The Fund, on behalf of the particular investment portfolio of the
Fund involved, agrees to cause such investment portfolio to pay for and
hold the Bank harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other governmental charges, and any
related expenses with respect to income from or Property in such investment
portfolio's Custody Account and Deposit Account.
(v) The Bank shall be entitled to rely, and may act upon the advice of counsel
(who may be counsel for the Fund or the Company) on all matters and shall be
without liability for any action reasonably taken or omitted in good faith and
without negligence pursuant to such advice.
(vi) The Bank need not maintain any insurance for the exclusive benefit of the
Fund or Company.
(vii) Without limiting the foregoing, the Bank shall not be liable for any loss
which results from:
1) the general risk of investing, or
2) subject to Section 12(a)(i) hereof, investing or holding Property in a
particular country including, but not limited to, losses resulting from
nationalization, expropriation or other governmental actions; regulation of
the banking or securities industry; currency restrictions, devaluations or
fluctuations; and market conditions which prevent the orderly execution of
securities transactions or affect the value of Property.
(viii) No party shall be liable to the other for any loss due to forces beyond
its control including but not limited to strikes or work stoppages, acts of war
or terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or
acts of God.
(b) Consistent with and without limiting the first paragraph
of this Section 12, it is specifically acknowledged that the Bank shall have no
duty or responsibility to:
(i) Question Instructions or make any suggestions to the Fund, Company or an
Authorized Person regarding such Instructions;
(ii) Supervise or make recommendations with respect to investments or the
retention of Securities;
(iii) Subject to Section 12(a)(ii) hereof, evaluate or report to the Fund,
Company or an Authorized Person regarding the financial condition of any broker,
agent or other party to which Securities are delivered or payments are made
pursuant to this Agreement; or
(iv) Review or reconcile trade confirmations received from brokers.
(c) Bank shall provide to the Fund, on an annual basis, a
report confirming that the arrangements hereunder remain in compliance with the
rules of the Securities and Exchange commission governing such arrangements.
13. Compliance with Securities and Exchange Commission Rules and Orders. Except
to the extent the Bank has specifically agreed pursuant to this Agreement or in
an exemptive order to comply with a condition of Rule 17f-5 or any
interpretation or exemptive order promulgated thereunder by or under the
authority of the Securities and Exchange Commission, the Fund shall be solely
responsible to assure that the maintenance of Securities and cash under this
Agreement complies with such Rule 17f-5.
14. Corporate Action. Whenever the Bank or its sub-custodian receives
information concerning the Securities which requires discretionary action by the
beneficial owner of the Securities (other than a proxy), such as subscription
rights, bonus issues, stock repurchase plans and rights offerings, or legal
notices or other material intended to be transmitted to securities holders
("Corporate Actions"), the Bank will give the Company notice of such Corporate
Actions to the extent that the Bank's central corporate actions department has
actual knowledge of a Corporate Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action is received
which bears an expiration date, the Bank or its sub-custodians will endeavor to
obtain Instructions from the Fund, Company or its Authorized Person, but if
Instructions are not received in time for the Bank to take timely action, or
actual notice of such Corporate Action was received too late to seek
Instructions, the Bank is authorized to sell such rights entitlement or
fractional interest and to credit the applicable Deposit Account with the
proceeds and to take any other action it deems, in good faith, to be
appropriate in which case, provided it has met the standard of care in Section
12 hereof, it shall be held harmless by the particular investment portfolio of
the Fund involved for any such action.
The Bank will deliver proxies to the Company or its designated agent
pursuant to special arrangements which may have been agreed to in writing
between the parties hereto. Such proxies shall be executed in the appropriate
nominee name relating to Securities in a Custody Account registered in the name
of such nominee but without indicating the manner in which such proxies are to
be voted; and where bearer Securities are involved, proxies will be delivered
in accordance with instructions from Authorized Persons.
15. Fees and Expenses. The Fund agrees to pay to the Bank from time to time
such compensation for its services pursuant to this Agreement as may be
mutually agreed upon in writing from time to time and the Bank's out-of-pocket
or incidental expenses, including (but without limitation) reasonable legal
fees. The Fund hereby agrees on behalf of its respective investment portfolios
to cause the particular investment portfolio of the Fund involved to hold the
Bank harmless from any liability or loss resulting from any taxes or other
governmental charges, and any expenses related thereto, which may be imposed,
or assessed with respect to such investment portfolio's Custody Account and
also agrees on behalf of its respective investment portfolios to cause the
particular investment portfolio of the Fund involved to hold the Bank, its
sub-custodians, and their respective nominees harmless from any liability as a
record holder of Securities in such investment portfolio's Custody Account. The
Bank is authorized to charge any account of the particular investment portfolio
of the Fund involved for such items and the Bank shall have a lien on
Securities in such investment portfolio's Custody Account and on cash in such
investment portfolio's Deposit Account for any amount owing to the Bank in
connection with such investment portfolio from time to time under this
Agreement.
16. Effectiveness. This Agreement shall be effective on the date first noted
above.
17. Termination. This Agreement may be terminated by the Fund, the Company or
the Bank by 60 days' written notice to the other, sent by registered mail,
provided that any termination by the Company shall be authorized by a
resolution of the Board of Directors of the Fund, a certified copy of which
shall accompany such notice of termination, and provided further, that such
resolution shall specify the names of persons to whom the Bank shall deliver
the Securities in each Custody Account and to whom the cash in each Deposit
Account shall be paid. If notice of termination is given by the Bank, the Fund
or the Company shall, within 60 days following the giving of such notice,
deliver to the Bank a certified copy of a resolution of the Board of Directors
of the Fund specifying the names of the persons to whom the Bank shall deliver
such Securities and cash, after deducting therefrom any amounts which the Bank
determines to be owed to it under Section 15 hereof. If within 60 days
following the giving of a notice of termination by the Bank, the Bank does not
receive from the Fund or the Company a certified copy of a resolution of the
Board of Directors of the Fund specifying the names of the persons to whom the
cash in each Deposit Account shall be paid and to whom the Securities in each
Custody Account shall be delivered, the Bank, at its election, may deliver such
Securities and pay such cash to a bank or trust company doing business in the
State of New York and qualified as a custodian under the Investment Company Act
of 1940 to be held and disposed of pursuant to the provisions of this
Agreement, or to Authorized Persons, or, may continue to hold such Securities
and cash until a certified copy of one or more resolutions as aforesaid is
delivered to the Bank. The obligations of the parties hereto regarding the use
of reasonable care, indemnities and payment of fees and expenses shall survive
the termination of this Agreement, and the obligations of each investment
portfolio of the Fund to indemnify and/or hold harmless other persons or
entities under this Agreement shall be the several (and not the joint or joint
and several) obligation of each investment portfolio of the Fund.
18. Notices. Any notice or other communication from the Fund or the Company to
the Bank is to be sent to the office of the Bank at 1211 Avenue of the Americas
(33rd floor), New York, New York, 10036, Attention: Global Custody Division, or
such other address as may hereafter be given to the Fund or the Company in
accordance with the notice provisions hereunder, and any notice from the Bank to
the Fund or the Company is to be mailed postage prepaid, addressed to the Fund
and to the Company at the addresses appearing below, or as the same may
hereafter be changed on the Bank's records in accordance with notice hereunder
from the Fund or the Company.
19. Governing Law and Successors and Assigns. This Agreement shall be governed
by the law of the State of New York and shall not be assignable by any party,
but shall bind the successors and assigns of the Fund, the Company and the Bank.
20. Headings. The headings of the paragraphs hereof are included for convenience
of reference only and do not form a part of this Agreement.
21. Counterpart Execution. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document. All counterparts shall be construed together and shall constitute one
agreement.
22. Confidentiality. Bank agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Fund and its
prior, present, or potential shareholders, and relative to the Company and its
prior, present, or potential customers, except, after prior notification to and
approval in writing by the Fund or the Company, which approval shall not be
unreasonably withheld and may not be withheld where Bank 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 Fund or the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
PROVIDENT NATIONAL BANK
By: illegible
__________
Address for record:
Airport Business Center
000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
THE CHASE MANHATTAN BANK, N.A.
By: illegible
__________
Address for record:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
THE RBB FUND, INC.
By: /s/Xxxxxx X. Xxxxx
____________________
Xxxxxx X. Xxxxx
Address for record:
Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
