Exhibit 9(l)
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of November 5, 1991 between THE RBB
FUND, INC., a Maryland corporation (the "Fund"), and PROVIDENT FINANCIAL
PROCESSING CORPORATION, a Delaware corporation (the "Transfer Agent") which is
an indirect, wholly owned subsidiary of PNC Financial Corp.
R E C I T A L
WHEREAS, the Fund is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain the Transfer Agent to
serve as the Fund's transfer agent, registrar, and dividend disbursing agent
with respect to Shares (as defined below) of its Common Stock, par value $.001
per share, and the Transfer Agent 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. Appointment. The Fund hereby appoints the Transfer Agent
to serve as transfer agent, registrar and dividend disbursing agent for the
Fund for the period and on the terms set forth in this Agreement with respect
to shares (the "Shares") of each class of Common Stock as to which the Fund and
the Transfer Agent have entered into a Transfer Agency Agreement Supplement
(individually, a "Class," and collectively, the "Classes"). The Transfer Agent
shall identify to each Class, or any additional class hereafter created that is
designated by the Fund as a Class, property belonging to such Class and in such
reports, confirmations and notices to the Fund called for under this Agreement
shall identify the Class to which such report, confirmation or notice pertains.
The Transfer Agent accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in Paragraph 16 of
this Agreement.
2. Delivery of Documents. The Fund has furnished the Transfer
Agent with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of the Transfer Agent as transfer agent and
registrar and dividend disbursing agent for the Bradford Classes and approving
this Agreement;
(b) Appendix A identifying and containing the
signatures of the Fund's officers and other persons authorized to issue Oral
Instructions and to sign Written Instructions, as hereinafter defined, on behalf
of the Fund and to execute stock certificates representing Shares;
(c) The Fund's Articles of Incorporation filed with
the Department of Assessments and Taxation of the State of Maryland on February
29, 1988 and all amendments thereto (such Articles of Incorporation, as
presently in effect and as they shall from time to time be amended, are herein
called the "Charter");
(d) The Fund's Articles Supplementary filed with
the Department of Assessments and Taxation of the State of Maryland on March 24,
1988, and all further Articles Supplementary filed with the State of Maryland
(the "Articles Supplementary");
(e) The Fund's By-Laws and all amendments thereto
(such By-Laws, as presently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");
(f) Copies of all documents relating to any
voluntary investor service plans sponsored by the Fund;
(g) Each Investment Advisory and Administration
Agreement between Provident Institutional Management Corporation (the "Advisor")
and the Fund relating to a Class (collectively, the "Advisory Agreements") and
each Sub-Advisory Agreement between Provident National Bank (which in its
capacity as Sub-Advisor is hereinafter referred to as the "Sub-Advisor") and the
Advisor relating to a Class (collectively with the Advisory Agreements, the
"Advisory Contracts");
(h) The Custodian Agreement between Provident
National Bank (which in its capacity as custodian is hereinafter referred to as
the "Custodian") and the Fund dated as of August 16, 1988 (the "Custodian
Agreement");
(i) Each Distribution Agreement between Counsellors
Securities Inc. (the "Distributor") and the Fund with respect to any Class
(collectively, the "Distribution Agreements") and the form of each related
Dealer Agreement for broker-dealers participating in the distribution of any
Bradford Class ("Participating Dealers")
(j) Each Plan of Distribution pursuant to Rule
12b-1 under the 1940 Act with respect to a Class (collectively, the
"Distribution Plans");
(k) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as
filed with the Securities and Exchange Commission ("SEC") on March 24, 1988;
(1) The Fund's most recent Post-Effective Amendment
to Registration Statement on Form N-1A under the Securities Act of 1933, as
amended (the "1933 Act") (File No. 33-20827) and under the 1940 Act as filed
with the SEC on March 24, 1988 relating to the Shares, and all amendments
thereto;
(m) The Fund's most recent prospectuses relating to
any of the Shares (each such prospectus, and all amendments and supplements
thereto herein called a "Prospectus"); and
(n) Before the Fund engages in any transactions
regulated by the Commodity Futures Trading Commission ("CFTC"), copy of either
(i) a filed notice of eligibility to claim the exclusion from the definition of
"commodity pool operator" contained in Section 2(a)(1)(A) of the ("CEA") that is
provided in Rule 4.5 under the CEA, together with all supplements as are
required by the CFTC, or (ii) a letter which has been granted the Fund by the
CFTC which states that the Fund will not be treated as a "pool" as defined in
Section 4.10(d) of the CFTC's General Regulations, or (iii) a letter which has
been granted the Fund by the CFTC which states that the CFTC will not take any
enforcement action if the Fund does not register as a "commodity pool operator."
The Fund will furnish the Transfer Agent from time to time
with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
3. Definitions.
(a) "Authorized Person". As used in this Agreement,
the term "Authorized Person" means any officer of the Fund and any other person,
whether or not any such person is an officer or employee of the Fund, duly
authorized by the Board of Directors of the Fund to give Oral and Written
Instructions on behalf of the Fund and listed on the Certificate annexed hereto
as Appendix A or any amendment thereto as may be received by the Transfer Agent
from time to time.
(b) "Oral Instructions" As used in this Agreement,
the term "Oral Instructions" means oral instructions actually received by the
Transfer Agent from an Authorized Person or from a person reasonably believed by
the Transfer Agent to be an Authorized Person. The Fund agrees to deliver to the
Transfer Agent, at the time and in the manner specified in Paragraph 4(b) of
this Agreement, Written Instructions confirming oral Instructions.
(c) "Written Instructions". As used in this
Agreement, the term "Written Instructions" means written instructions delivered
by hand, mail, tested telegram, cable, telex or facsimile sending device, and
received by the Transfer Agent and signed by an Authorized Person.
4. Instructions Consistent with Charter and By-Laws.
(a) Unless otherwise provided in this Agreement,
the Transfer Agent shall act only upon Oral or Written Instructions. Although
the Transfer Agent may know of the provisions of the Charter and By-Laws of the
Fund, the Transfer Agent may assume that any oral or Written Instructions
received hereunder are not in any way inconsistent with any provisions of such
Charter or By-Laws or any vote, resolution or proceeding of the Shareholders, or
of the Board of Directors, or of any committee thereof.
(b) The Transfer Agent shall be entitled to rely
upon any oral Instructions and any Written Instructions actually received by the
Transfer Agent pursuant to this Agreement. The Fund agrees to forward to the
Transfer Agent Written Instructions confirming Oral Instructions in such manner
that the Written Instructions are received by the Transfer Agent by the close of
business of the same day that such Oral Instructions are given to the Transfer
Agent. The Fund agrees that the fact that such confirming Written Instructions
are not received by the Transfer Agent shall in no way affect the validity of
the transactions or enforceability of the transactions authorized by the Fund by
giving oral Instructions. The Fund agrees that the Transfer Agent shall incur no
liability to the Fund in acting upon oral Instructions given to the Transfer
Agent hereunder concerning such transactions, provided such instructions
reasonably appear to have been received from an Authorized Person.
5. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, the Transfer Agent is authorized to take the
following actions:
(a) Issuance of Shares. Upon receipt of a purchase
order from or on behalf of an investor for the purchase of Shares and sufficient
information, including a completed application to purchase ("Application"), to
enable the Transfer Agent to establish a Shareholder account and to determine
which Class of Shares the investor wishes to purchase, and after confirmation of
receipt of or crediting of Federal funds for such order from the Fund's
Custodian, receipt by the Transfer Agent of a check payable to the Transfer
Agent for such order, the Transfer Agent shall issue and credit the account of
the investor or other record holder with Shares in the manner described in the
Prospectus relating to such Shares.
(b) Transfer of Shares. Uncertificated Securities.
Where a Shareholder does not hold a certificate representing the number of
Shares in his account and does provide the Transfer Agent with instructions for
the transfer of such Shares and such other appropriate documentation to permit a
transfer as specified in the Prospectus relating to such Shares, then the
Transfer Agent shall register such Shares and shall deliver them pursuant to
instructions received from the transferor, pursuant to the rules of the exchange
upon which Shares are listed (if any), the rules and regulations of the SEC, and
the law of the State of Maryland relating to the transfer of shares of common
stock.
(c) Stock Certificates. If at any time the Fund
issues stock certificates with respect to any Class of Shares, the following
provisions will apply with respect to such Class of Shares:
(i) The Fund will supply the Transfer Agent with a
sufficient supply of stock certificates representing such Class of Shares, in
the form approved from time to time by the Board of Directors of the Fund, and,
from time to time, shall replenish such supply upon request of the Transfer
Agent. Such stock certificates shall be properly signed, manually or by
facsimile signature, by the duly authorized officers of the Fund, whose names
and positions shall be set forth on Appendix B, and shall bear the corporate
seal or facsimile thereof of the Fund, and notwithstanding the death,
resignation or removal of any officer of the Fund, such executed certificates
bearing the manual or facsimile signature of such officer shall remain valid and
may be issued to Shareholders until the Transfer Agent is otherwise directed by
Written Instructions.
(ii) In the case of the loss or destruction of any
certificate representing any class of Shares, no new certificate shall be issued
in lieu thereof, unless there shall first have been furnished an appropriate
bond of indemnity issued by the surety company approved by the Transfer Agent.
(iii) Upon receipt of signed stock certificates,
which shall be in proper form for transfer, and upon cancellation or destruction
thereof, the Transfer Agent shall countersign, register and issue new
certificates for the same number of such class of Shares and shall deliver them
pursuant to instructions received from the transferor, the rules and regulations
of the SEC, and the law of the State of Maryland relating to the transfer of
shares of common stock.
(iv) Upon receipt of the stock certificates, which
shall be in proper form for transfer, together with the Shareholder's
instructions to hold such stock certificates for safekeeping, the Transfer Agent
shall reduce such Shares to uncertificated status, while retaining the
appropriate registration in the name of the Shareholder upon the transfer books.
(v) Upon receipt of written instructions from a
Shareholder of uncertificated securities for a certificate in the number of
Shares in his account, the Transfer Agent will issue such stock certificates and
deliver them to the Shareholder.
(d) Redemption of Shares. Upon receipt of a
redemption order from a Shareholder in the manner and form specified in the
Prospectus relating to such Shares, the Transfer Agent shall redeem the number
of Shares so indicated from the redeeming Shareholder's account and receive from
the Fund's Custodian and disburse to the redeeming Shareholder or Shareholder
account as designated in the Application the redemption proceeds therefor or, in
the case of a redemption check, to the party presenting such check for payment
in accordance with such procedures and controls as are mutually agreed upon from
time to time by and among the Fund, the Transfer Agent and the Fund's Custodian.
6. Authorized Shares. The Fund's authorized capital stock
consists of thirty billion (30,000,000,000) shares of Common Stock, par value
$.001 per share, of which: 100 million (100,000,000) Shares constitute the
Class A Shares, 100 million (100,000,000) Shares constitute the Class B Shares,
100 million (100,000,000) Shares constitute the Class C Shares, 100 million
(100,000,000) Shares constitute the Class D Shares, 500 million (500,000,000)
Shares constitute the Class E Shares, 500 million (500,000,000) Shares
constitute the Class F Shares, 500 million (500,000,000) Shares constitute the
Class G Shares, 500 million (500,000,000) Shares constitute the Class H Shares,
500 million (500,000,000) Shares constitute the Class I Shares, 500 million
(500,000,000) Shares constitute the Class J Shares, 500 million (500,000,000)
Shares constitute the Class K Shares, 500 million (500,000,000) Shares
constitute the Class L Shares, 500 million (500,000,000) Shares constitute the
Class M Shares, 500 million (500,000,000) Shares constitute the Class N Shares,
500 million (500,000,000) Shares constitute the Class 0 Shares, 100 million
(100,000,000) Shares constitute the Class P Shares, 100 million (100,000,000)
Shares constitute the Class Q Shares, 500 million (500,000,000) Shares
constitute the Class R Shares, 500 million (500,000,000) Shares constitute the
Class S Shares, 500 million (500,000,000) Shares constitute the Class Alpha 1
Shares, 500 million (500,000,000) Shares constitute the Class Alpha 2 Shares,
500 million (500,000,000) Shares constitute the Class Alpha 3 Shares, 500
million (500,000,000) Shares constitute the Class Alpha 4 Shares, 500 million
(500,000,000) Shares constitute the Class Beta 1 Shares, 500 million
(500,000,000) Shares constitute the Class Beta 2 Shares, 500 million
(500,000,000) Shares constitute the Class Beta 3 Shares, 500 million
(500,000,000) Shares constitute the Class Beta 4 Shares, 500 million
(500,000,000) Shares constitute the Class Gamma 1 Shares, 500 million
(500,000,000) Shares constitute the Class Gamma 2 Shares, 500 million
(500,000,000) Shares constitute the Class Gamma 3 Shares, 500 million
(500,000,000) Shares constitute the Class Gamma 4 Shares, 500 million
(500,000,000) Shares constitute the Class Delta 1 Shares, 500 million
(500,000,000) Shares constitute the Class Delta 2 Shares, 500 million
(500,000,000) Shares constitute the Class Delta 3 Shares, 500 million
(500,000,000) Shares constitute the Class Delta 4 Shares, 500 million
(500,000,000) Shares constitute the Class Epsilon 1 Shares, 500 million
(500,000,000) Shares constitute the Class Epsilon 2 Shares, 500 million
(500,000,000) Shares constitute the Class Epsilon 3 Shares, 500 million
(500,000,000) Shares constitute the Class Epsilon 4 Shares, 500 million
(500,000,000) Shares constitute the Class Zeta 1 Shares, 500 million
(500,000,000) Shares constitute the Class Zeta 2 Shares, 500 million
(500,000,000) Shares constitute the Class Zeta 3 Shares, 500 million
(500,000,000) Shares constitute the Class Zeta 4 Shares, 500 million
(500,000,000) Shares constitute the Class Eta 1 Shares, 500 million
(500,000,000) Shares constitute the Class Eta 2 Shares, 500 million
(500,000,000) Shares constitute the Class Eta 3 Shares, 500 million
(500,000,000) Shares constitute the Class Eta 4 Shares, 500 million
(500,000,000) Shares constitute the Class Theta 1 Shares, 500 million
(500,000,000) Shares constitute the Class Theta 2 Shares, 500 million
(500,000,000) Shares constitute the Class Theta 3 Shares and 500 million
(500,000,000) Shares constitute the Class Theta 4 Shares. The Fund may from
time to time authorize the issuance of additional shares of its Common Stock,
issue additional series or classes of shares of its Common Stock or classify
and reclassify shares of such series or class and shall notify the Transfer
Agent of any such authorization, issuance, classification or reclassification.
The Fund agrees to notify the Transfer Agent promptly of any change in the
number of authorized Shares of any class and of any change in the number of
Shares registered under the 1933 Act. The Transfer Agent shall record issues of
all Shares and shall notify the Fund in case any proposed issue of Shares by
the Fund shall result in an over-issue, in which case the Transfer Agent shall
refuse to issue said Shares and shall not countersign and issue certificates
for such Shares.
7. Dividends and Distributions. The Fund shall furnish the
Transfer Agent with appropriate evidence of action by the Fund's Board of
Directors authorizing the declaration and payment of dividends and distributions
as described in the Prospectuses. After deducting any amount required to be
withheld by any applicable tax laws, rules and regulations or other applicable
laws, the Transfer Agent shall in accordance with the instructions in proper
form from a Shareholder and the provisions of the Fund's Charter and applicable
Prospectus, pay such dividends to the Shareholders in the manner described in
the applicable Prospectus. In lieu of receiving from the Fund's Custodian and
paying to Shareholders cash dividends or distributions, the Transfer Agent may
arrange for the direct payment of cash dividends and distributions to
Shareholders by the Fund's Custodian, in accordance with such procedures and
controls as are mutually agreed upon from time to time by and among the Fund,
the Transfer Agent and the Fund's Custodian.
The Transfer Agent shall prepare, file with the Internal
Revenue Service and other appropriate taxing authorities, and address and mail
to Shareholders such returns and information relating to dividends and
distributions paid by the Fund as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the Internal
Revenue Service. On behalf of the Fund, the Transfer Agent shall mail certain
requests for Shareholders' certifications under penalties of perjury and pay on
a timely basis to the appropriate Federal authorities any taxes to be withheld
on dividends and distributions paid by the Fund, all as required by applicable
Federal tax laws and regulations.
In accordance with the applicable Prospectus and such procedures and controls
as are mutually agreed upon from time to time by and among the Fund, the
Transfer Agent and the Fund's Custodian, the Transfer Agent shall (a) arrange
for issuance of Shares obtained through (1) transfers of funds from
Shareholders' accounts at financial institutions, (2) the Fund's pre-authorized
check plan, and (3) the Fund's right of accumulation plan; (4) the Fund's
automatic investing program; (b) arrange for the exchange of Shares of a class
or series of the Fund having an exchange privilege for Shares of other classes
or series of the Fund to which such exchange privilege extends; and (c) arrange
for systematic withdrawals from the account of a Shareholder participating in
the Fund's systematic withdrawal program.
8. Communications with Shareholders.
(a) Communications to Shareholders. The Transfer
Agent will address and mail all communications by the Fund to its Shareholders,
including reports to Shareholders, confirmations of purchases and sales of
Shares, monthly statements, year-end federal tax information, dividend and
distribution notices and proxy material for its meetings of Shareholders. The
Transfer Agent will receive and tabulate the proxy cards for the meetings of the
Fund's Shareholders.
(b) Correspondence. The Transfer Agent will answer
such correspondence from Shareholders, securities brokers and others relating to
its duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Fund.
9. Records. The Transfer Agent shall maintain records of the
accounts for each Shareholder showing the following information:
(a) name, address and United States Tax
Identification or Social Security number;
(b) number and Class of Shares held and number and
Class of Shares for which certificates, if any, have been issued, including
certificate numbers and denominations;
(c) historical information regarding the account of
each Shareholder including dividends and distributions paid and the date and
price for all transactions on a Shareholder's account;
(d) any stop or restraining order placed against a
Shareholders account;
(e) any correspondence relating to the current
maintenance of a Shareholder's account;
(f) information with respect to withholdings; and,
(g) any information required in order for the
Transfer Agent to perform any calculations contemplated or required by this
Agreement.
The Transfer Agent shall keep a record of all redemption
checks and dividend checks returned by postal authorities, and shall maintain
such records as are required for the Fund to comply with the escheat laws of
any State or other authority.
The books and records pertaining to the Fund which are in the
possession of the Transfer Agent shall be the property of the Fund. Such books
and records shall be prepared and maintained as required by the 1940 Act and
other applicable securities laws and rules and regulations and shall, to the
extent practicable, be maintained separately for each portfolio of the Fund.
The Fund, or the Fund's authorized representatives, shall have access to such
books and records at all times during the Transfer Agent's normal business
hours. Upon the reasonable request of the Fund, copies of any such books and
records shall be provided by the Transfer Agent to the Fund or the Fund's
authorized representative at the Fund's expense.
10. Ongoing Functions. The Transfer Agent will perform the
following functions on an ongoing basis:
(a) furnish daily reports of transactions in
Shares;
(b) furnish monthly reports of transactions in Fund
Shares by type (Xxxxx, XXX, other) including numbers of accounts;
(c) furnish state-by-state blue sky registration
reports to the Fund;
(d) calculate sales load or compensation payment,
if applicable, and provide such information to the Fund;
(e) calculate dealer commissions for the Fund, as
applicable;
(f) provide toll-free lines for direct Shareholder
use, plus customer liaison staff with on-line inquiry capacity;
(g) mail duplicate confirmations to dealers of
their clients' activity, whether executed through the dealer or directly with
the Transfer Agent;
(h) provide detail for underwriter or broker
confirmations and other participating dealer Shareholder accounting, in
accordance with such procedures a way be agreed upon between the Fund and the
Transfer Agent;
(i) provide Shareholder lists and statistical
information concerning accounts to the Fund; and
(j) provide timely notification of Fund activity
and such other information as may be agreed upon from time to time between the
Transfer Agent and the Fund Custodian, to the Fund or the Custodian.
11. Cooperation with Accountants. The Transfer Agent shall
cooperate with the Fund's independent public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion as such may be required by the Fund from time
to time.
12. Confidentiality. The Transfer Agent 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, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Transfer Agent 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.
13. Equipment Failures. In the event of equipment failures
beyond the Transfer Agent's control, the Transfer Agent shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions
but shall have no ability with respect thereto. The foregoing obligation shall
not extend to computer terminals located outside of premises maintained by the
Transfer Agent. The Transfer Agent shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.
14. Right-to Receive Advice.
(a) Advice of Fund. If the Transfer Agent shall be
in doubt as to any action to be taken or omitted by it, it may request, and
shall receive, from the Fund directions or advice, including Oral or Written
Instructions where appropriate.
(b) Advice of Counsel. If the Transfer Agent shall
be in doubt as to any question of law involved in any action to be taken or
omitted by the Transfer Agent, it may request advice at its own cost from
counsel of its own choosing (who may be counsel for the Advisor, the Fund or the
Transfer Agent at the option of the Transfer Agent).
(c) Conflicting Advice. In case of conflict
between directions, advice or Oral or Written Instructions received by the
Transfer Agent pursuant to subparagraph (a) of this Paragraph and advice
received by the Transfer Agent pursuant to subparagraph (b) of this Paragraph,
the Transfer Agent shall be entitled to rely on and follow the advice received
pursuant to the latter provision alone.
(d) Protection of the Transfer Agent. The Transfer
Agent shall be protected in any action or inaction which it takes in reliance on
any directions, advice or oral or Written Instructions received pursuant to
subparagraphs (a) or (b) of this Paragraph which the Transfer Agent, after
receipt of any such directions, advice or oral or Written Instructions, in good
faith believes to be consistent with such directions, advice or oral or Written
Instructions as the case may be. However, nothing in this Paragraph shall be
construed as imposing upon the Transfer Agent any obligation (i) to seek such
directions, advice or oral or Written Instructions, or (ii) to act in accordance
with such directions, advice or Oral or Written Instructions when received,
unless, under the terms of another provision of this Agreement, the same is a
condition to the Transfer Agent's properly taking or omitting to take such
action. Nothing in this subparagraph shall excuse the Transfer Agent when an
action or omission on the part of the Transfer Agent constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by the Transfer
Agent of its duties and obligations under this Agreement.
15. Compliance with Governmental Rules and Regulations. The
Transfer Agent assumes no responsibility for insuring that the Fund complies
with all applicable requirements of the 1933 Act, the Securities Exchange Act
of 1934, as amended (the "1934 Act"), the 1940 Act, the CEA, and any laws,
rules and regulations of governmental authorities having jurisdiction.
16. Compensation. As compensation for its services, the
Transfer Agent will be paid fees with respect to a Class as set forth in the
applicable Transfer Agency Agreement Supplement.
17. Indemnification. The Fund agrees to indemnify and hold
harmless the Transfer Agent and its nominees and sub-contractors from all taxes,
charges, expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act,
the CEA, and any state and foreign securities and blue sky laws, all as or to be
amended from time to time) and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which the Transfer Agent takes or does or omits to take or do
(i) at the request or on the direction of or in reliance on the advice of the
Fund or (ii) upon Oral or Written Instructions, provided, that neither the
Transfer Agent nor any of its nominees or sub-contractors shall be indemnified
against any liability to the Fund or to its Shareholders (or any expenses
incident to such liability) arising out of the Transfer Agent's or such
nominee's or such sub-contractor's own willful misfeasance, bad faith or
negligence or reckless disregard of its duties in connection with the
performance of its duties and obligations specifically described in this
Agreement.
18. Responsibility of the Transfer Agent. The Transfer Agent
shall be under no duty to take any action on behalf of the Fund except as
specifically set forth herein or as may be specifically agreed to by the
Transfer Agent in writing. In the performance of its duties hereunder, the
Transfer Agent shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within reasonable limits to insure the
accuracy and completeness of all services performed under this Agreement. The
Transfer Agent shall be responsible for its own negligent failure to perform
its duties under this Agreement, but to the extent that duties, obligations and
responsibilities are not expressly set forth in this Agreement, the Transfer
Agent shall not be liable for any act or omission which does not constitute
willful misfeasance, bad faith or gross negligence on the part of the Transfer
Agent or reckless disregard of such duties, obligations and responsibilities.
Without limiting the generality of the foregoing or of any other provision of
this Agreement, the Transfer Agent in connection with its duties under this
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, if any, and
which the Transfer Agent reasonably believes to be genuine, or (b) delays or
errors or loss of data occurring by reason of circumstances beyond the Transfer
Agent's control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown (except as provided
in Paragraph 13), flood or catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power supply.
19. Duration and Termination. This Agreement shall continue
until termination by the Fund or by the Transfer Agent on sixty (60) days
written notice.
20. Registration as a Transfer Agent. The Transfer Agent
represents that it is currently registered with the appropriate Federal agency
for the registration of transfer agents, and that it will remain so registered
for the duration this Agreement. The Transfer Agent agrees that it will
promptly notify the Fund in the event of any material change in its status as a
registered transfer agent. Should the Transfer Agent fail to be registered with
the SEC as a transfer agent at any time during this Agreement, the Fund may, on
written notice to the Transfer Agent, immediately terminate this Agreement.
21. Notices. All notices and other communications, including
Written Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to the
Transfer Agent at P. 0. Xxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the
Fund, at the address of the Fund; or (c) if to neither of the foregoing, at
such other address as shall have been notified to the sender of any such Notice
or other communication. If the location of the sender of a Notice and the
address of the addressee thereof are, at the time of sending, more than 100
miles apart, the Notice may be sent by first-class mail, in which case it shall
be deemed to have been given five days after it is sent, or if sent by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately, and, if the location of the sender of a
Notice and the address of the addressee thereof are, at the time of sending,
not more than 100 miles apart, the Notice may be sent by first-class mail, in
which case it shall be deemed to have been given three days after it is sent,
or if sent by messenger, it shall be deemed to have been given on the day it is
delivered or if sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately. All postage, cable,
telegram, telex and facsimile sending device charges arising from the sending
of a Notice hereunder shall be paid by the sender.
22. Further Actions. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.
23.Amendments. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party against
which enforcement of such change or waiver is sought.
24. Delegation of Duties. On thirty (30) days prior written
notice to the Fund, the Transfer Agent may assign its rights and delegate its
duties hereunder to any wholly owned direct or indirect subsidiary of Provident
National bank or PNC Financial Corp, provided that (i) the delegate agrees with
the Transfer Agent to comply with all relevant provisions of the 1940 Act; and
(ii) the Transfer Agent and such delegate shall promptly provide such
information as the Fund may request, and respond to such question as the Fund
may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate. Upon such assignment and delegation, the Transfer
Agent shall be relieved of any further duties or obligations hereunder and from
any liability for any acts or failures to act occurring thereafter.
25. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
26. Miscellaneous. This Agreement embodies the entire
agreement and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided
that the parties hereto may embody in one or more separate documents their
agreement, if any, with respect to Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the day and year
first above written.
[SEAL] THE RBB FUND, INC.
Attest: ____________________________ By: /s/Xxxxxx X. Xxxxx
____________________
(SEAL] Xxxxxx X. Xxxxx
PROVIDENT FINANCIAL
PROCESSING CORPORATION
Attest: ____________________________ By: illegible
____________
APPENDIX A
Authorized Persons
----------------------- -------------------------
(name) (signature)
----------------------- -------------------------
(name) (signature)
----------------------- -------------------------
(name) (signature)
----------------------- -------------------------
(name) (signature)
----------------------- -------------------------
(name) (signature)
----------------------- -------------------------
(name) (signature)
APPENDIX B
---------------------------------
Xxxxxx X. Xxxxx
President
---------------------------------
Xxxxxx X. Xxxxx
Secretary
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Bradford Classes)
This supplemental agreement is entered into this 5th
day of November, 1991 by and between THE RBB FUND, INC. (the
"Fund") and PROVIDENT FINANCIAL PROCESSING CORPORATION, a Delaware corporation
(the "Transfer Agent"), which is an indirect, wholly owned subsidiary of PNC
Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent
for the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
Agreement is hereby adopted for the Bradford Classes of Common Stock (Classes R
and S) of the Fund. Each such Bradford Class shall constitute a "Class" as
referred to in the Transfer Agency Agreement and its shares shall be "Shares"
as referred to therein.
2. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time to time by the Fund and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services, as shall be agreed to from time to time by the Fund and the Transfer
Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Alpha Classes)
This supplemental agreement is entered into this 5th day of
November, 1991, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation (the "Transfer
Agent"), which is an indirect, wholly owned subsidiary of PNC Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent
for the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency-Agreement. The Transfer Agency
Agreement is hereby adopted for the Alpha Classes of Common Stock (Class Alpha
1, Alpha 2, Alpha 3 and Alpha 4) of the Fund. Each such Alpha Class shall
constitute a "Class" as referred to in the Transfer Agency Agreement and its
shares shall be "Shares" as referred to therein.
2. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time to time by the Fund and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services, as shall be agreed to from time to time by the Fund and the Transfer
Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Beta Classes)
This supplemental agreement is entered into this 5th day of
November, 1991 by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation (the "Transfer
Agent"), which is an indirect, wholly owned subsidiary of PNC Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent
for the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
Agreement is hereby adopted for the Beta Classes of Common Stock (Class Beta 1,
Beta 2, Beta 3 and Beta 4) of the Fund. Each such Beta Class shall constitute a
"Class" as referred to in the Transfer Agency Agreement and its shares shall be
"Shares" as referred to therein.
2. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time no to time by the Fund and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services, as shall be agreed to from time to time by the Fund and the Transfer
Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Gamma Classes)
This supplemental agreement is entered into this 5th day of
November, 1991 by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation (the "Transfer
Agent"), which is an indirect, wholly owned subsidiary of PNC Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent
for the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
Agreement is hereby adopted for the Gamma Classes of Common Stock (Class Gamma
1, Gamma 2, Gamma 3 and Gamma 4) of the Fund. Each such Gamma Class shall
constitute a "Class" as referred to in the Transfer Agency Agreement and its
shares shall be "Shares" as referred to therein.
2. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time to time by the Fund and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services, as shall be agreed to from time to time by the Fund and the Transfer
Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Delta Classes)
This supplemental agreement is entered into this 5th
day of November, 1991 by and between THE RBB FUND, INC. (the "Fund") and
PROVIDENT FINANCIAL PROCESSING CORPORATION, a Delaware corporation (the
"Transfer Agent"), which is an indirect, wholly owned subsidiary of PNC
Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent
for the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
Agreement is hereby adopted for the Delta Classes of Common Stock (Class Xxxxx
0, Xxxxx 0, Xxxxx 3 and Delta 4) of the Fund. Each such Delta Class shall
constitute a "Class" as referred to in the Transfer Agency Agreement and its
shares shall be "Shares" as referred to therein.
2. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time to time by the Fund and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services, as shall be agreed to from time to time by the Fund and the Transfer
Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Epsilon Classes)
This supplemental agreement is entered into this 5th day of
November, 1991, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation (the "Transfer
Agent"), which is an indirect, wholly owned subsidiary of PNC Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent
for the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
Agreement is hereby adopted for the Epsilon Classes of Common Stock (Class
Epsilon 1, Epsilon 2, Epsilon 3 and Epsilon 4) of the Fund. Each such Epsilon
Class shall constitute a "Class" as referred to in the Transfer Agency
Agreement and its shares shall be "Shares" as referred to therein.
2. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be to from tine to time by the Fund and the Transfer Agent, for
each account open at any time during the month for which payment is being made,
plus certain of the Transfer Agent's expenses relating to such services, as
shall be agreed to from time to time by the Fund and the Transfer Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Zeta Classes)
This supplemental agreement is entered into this 5th day of
November, 1991, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation (the "Transfer
Agent"), which is an indirect, wholly owned subsidiary of PNC Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as,
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent for
the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
Agreement is hereby adopted for the Zeta Classes of Common Stock (Class Xxxx 0,
Xxxx 0, Xxxx 3 and Zeta 4) of the Fund. Each such Zeta Class shall constitute a
"Class" as referred to in the Transfer Agency Agreement and its shares shall be
"Shares" as referred to therein.
2. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time to time by the Fund and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services, as shall be agreed to from time to time by the Fund and the Transfer
Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Eta Classes)
This supplemental agreement is entered into this 5th day of
November, 1991, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation (the "Transfer
Agent"), which is an indirect, wholly owned subsidiary of PNC Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent
for the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
Agreement is hereby adopted for the Eta Classes of Common Stock (Class Eta 0,
Xxx 0, Xxx 3 and Eta 4) of the Fund. Each such Eta Class shall constitute a
"Class" as referred to in the Transfer Agency Agreement and its shares shall be
"Shares" as referred to therein.
2. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time to time by the Fund and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services, as shall be agreed to from time to time by the Fund and the Transfer
Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Theta Classes)
This supplemental agreement is entered into this 5th day of
November, 1991, by and between THE RBB FUND, INC. (the "Fund") and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation (the "Transfer
Agent"), which is an indirect, wholly owned subsidiary of PNC Financial Corp.
The Fund is a corporation organized under the laws of the
State of Maryland and is an open-end management investment company. The Fund
and the Transfer Agent have entered into a Transfer Agency Agreement, dated as
of November 5, 1991 (as from time to time amended and supplemented, the
"Transfer Agency Agreement"), pursuant to which the Transfer Agent has
undertaken to act as transfer agent, registrar and dividend disbursing agent
for the Fund with respect to the Shares for the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Transfer
Agency Agreement Supplement have the meaning specified in the Transfer Agency
Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of-Transfer Agency Agreement. The Transfer Agency
Agreement is hereby adopted for the Theta Classes of Common Stock (Class Theta
1, Theta 2, Theta 3 and Theta 4) of the Fund. Each such Theta Class shall
constitute a "Class" as referred to in the Transfer Agency Agreement and its
shares shall be "Shares" as referred to therein.
2. Compensation. As compensation for the services rendered
by the Transfer Agent during the term of the Transfer Agency Agreement, the Fund
will pay to the Transfer Agent, with respect to each Class of the Fund, monthly
fees that shall be agreed to from time to time by the Fund and the Transfer
Agent, for each account open at any time during the month for which payment is
being made, plus certain of the Transfer Agent's expenses relating to such
services, as shall be agreed to from time to time by the Fund and the Transfer
Agent.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PROVIDENT FINANCIAL PROCESSING
CORPORATION
By /s/Xxxxxx X. Xxxxx By illegible
___________________ ___________
Xxxxxx X. Xxxxx
President
