ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of ______, 1998 by and between THE
RBB FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware
corporation ("PFPC"), which is an indirect wholly-owned subsidiary of PNC Bank
Corp.
The Fund is registered as an open-end, non-diversified
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Fund wishes to retain PFPC to provide administration and
accounting services to its Boston Partners Long-Short Equity Fund (the
"Portfolio"), and PFPC wishes to furnish such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. DEFINITIONS.
(a) "1933 ACT" means the Securities Act of 1933, as amended.
(b) "1934 ACT" means the Securities Exchange Act of 1934, as
amended.
(c) "AUTHORIZED PERSON" means any officer of the Fund and any
other person, duly authorized by the Fund's Board of Directors, to give Oral and
Written Instructions on behalf of the Fund and listed on the Certificate
attached hereto as Appendix B or any amendment thereto as may be received by
PFPC from time to time. An Authorized Person's scope of authority may be limited
by the Fund by setting forth such limitation on the Certificate.
1
(d) "BOOK-ENTRY SYSTEM" means Federal Reserve Treasury
book-entry system for United States and federal agency securities, its successor
or successors, and its nominee or nominees and any book-entry system maintained
by an exchange registered with the SEC under the 1934 Act.
(e) "ORAL INSTRUCTIONS" mean oral instructions received by
PFPC from an Authorized Person or from a person reasonably believed by PFPC to
be an Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) "SHARES" mean the shares of common stock of the Fund
representing an interest in the Portfolio.
(h) "PROPERTY" means:
(i) any and all securities and other investment items of
the Portfolio which the Fund may from time to time
deposit, or cause to be deposited, with PFPC or
which PFPC may from time to time hold for the Fund
on behalf of the Portfolio;
(ii) all income in respect of any of such securities or
other investment items;
(iii) all proceeds of the sale of any of such securities
or investment items; and
(iv) all proceeds of the sale of Shares which are
received by PFPC from time to time, from or on
behalf of the Fund.
(i) "WRITTEN INSTRUCTIONS" mean written instructions signed by
two Authorized Persons and received by PFPC. The instructions may be delivered
by hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to provide administration
and accounting services to the Portfolio, in
2
accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS.
The Fund has provided or, where applicable, will provide
PFPC with the following:
(a) certified or authenticated copies of the resolutions of
the Fund's Board of Directors, approving the appointment
of PFPC to provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements
with respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or
agreements with respect to the Portfolio;
(e) a copy of any additional administration agreement with
respect to the Portfolio;
(f) copies of any shareholder servicing agreements made in
respect of the Portfolio; and
(g) certified or authenticated copies of any and all
amendments or supplements to the foregoing.
4. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS.
PFPC undertakes to comply with all applicable requirements
of the 1933 Act, the 1934 Act and the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to all
duties to be performed by PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the Fund.
5. INSTRUCTIONS.
Unless otherwise provided in this Agreement, PFPC shall act
only upon oral and Written Instructions.
3
PFPC shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC
may assume that any Oral or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or this
Agreement or of any vote, resolution or proceeding of the Fund's Board of
Directors or of the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by PFPC
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. The Fund further agrees that
PFPC shall incur no liability to the Fund in acting upon Oral or Written
Instructions provided such instructions reasonably appear to have been received
from an Authorized Person.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC is in doubt as to any action
it should or should not take, PFPC may request directions or advice, including
Oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
questions of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from
4
such counsel of its own choosing (who may be counsel for the Fund, the Fund's
advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any
action it takes or does not take in reliance upon directions, advice or Oral or
Written Instructions it receives from the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions, advice and Oral
or Written Instructions.
Nothing in this paragraph shall be construed so as to impose
an obligation upon PFPC (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 unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action.
7. RECORDS.
The books and records pertaining to the Fund, which are in
the possession of PFPC, 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, rules and regulations. The Fund and Authorized
Persons shall have access to such books and records at all times during PFPC's
5
normal business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by PFPC to the Fund or to an Authorized
Person at the Fund's expense to be paid from the assets of the Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolios
books of account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to
maintain pursuant to Rule 3la-1 of the 1940 Act and as
specifically set forth in Appendix B hereto.
8. CONFIDENTIALITY.
PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present and
potential), unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such consent shall
not be unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly constituted authorities
(who may institute civil or criminal contempt proceedings for failure to
comply), PFPC shall not be required to seek the Fund's consent prior to
disclosing such information.
9. LIAISON WITH ACCOUNTANTS.
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules, all with respect to the Portfolio. PFPC shall take all
reasonable action
6
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.
10. DISASTER RECOVERY.
PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision of
emergency use of electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
11. COMPENSATION.
As compensation for services rendered by PFPC during the
term of this Agreement, the Fund will pay to PFPC from the assets of the
Portfolio a fee or fees as may be agreed to in writing by the Fund and PFPC.
7
12. INDEMNIFICATION.
The Fund agrees to indemnify and hold harmless PFPC and its
nominees from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act and the 1940 Act), and any state and foreign securities and blue sky laws,
and amendments thereto, and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any action which
PFPC takes or does not take (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.
Neither PFPC, nor any of its nominees, shall be indemnified against any
liability to the Fund or to its shareholders (or any expenses incident to such
liability) arising out of PFPC's own willful misfeasance, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
13. RESPONSIBILITY OF PFPC.
PFPC 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 PFPC in writing. PFPC shall be obligated to exercise care and
diligence in the performance of its duties hereunder, to act in good faith and
to use its best efforts, within reasonable limits, in performing services
provided for under this Agreement. PFPC shall be responsible for failure to
perform its duties under this Agreement arising out of PFPC's gross negligence.
Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond
its control, provided
8
that PFPC has acted in accordance with the standard of care set forth above; and
provided further that PFPC shall only be responsible for that portion of losses
or damages suffered by the fund that are attributable to the gross negligence of
PFPC.
Without limiting the generality of the foregoing or of any
other provision of this Agreement, PFPC, in connection with its duties under
this Agreement, shall not be liable for (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, and
which PFPC reasonably believes to be genuine; or (b) delays or errors or loss of
data occurring by reason of circumstances beyond PFPC's control, including acts
of civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary,
PFPC shall have no liability to the Fund for any consequential, special or
indirect losses or damages which the Fund may incur or suffer by or as a
consequence of PFPC's performance of the services provided hereunder, whether or
not the likelihood of such losses or damages was known by PFPC.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUING BASIS.
PFPC will perform the following accounting functions with
respect to the Portfolio if required:
(i) Journalize investment, capital share and income and
expense activities;
9
(ii) verify investment buy/sell trade tickets when
received from the investment advisor (the "Advisor")
and transmit trades to the Fund's foreign custodian
(the "Custodian") for proper settlement;
(iii) Maintain individual ledgers for investment
securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances with the
Custodian, and provide the Advisor with the
beginning cash balance available for investment
purposes;
(vi) Update the cash availability throughout the day as
required by the Advisor;
(vii) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g.,
advisory and custody fees);
(ix) Monitor the expense accruals and notify an officer
of the Fund of any proposed adjustments;
(x) Control all disbursements and authorize such
disbursements upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent
pricing services approved by the Advisor, or if such
quotes are unavailable, then obtain such prices from
Advisor, and in either case calculate the market
value of the investments;
(xiv) Transmit or mail a copy of the daily portfolio
valuation to the Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return,
expense ratios, portfolio turnover rate, and, if
required, portfolio average dollar-weighted
maturity; and
(xvii) Prepare a monthly financial statement, which
includes the following items:
10
Schedule of Investments
Statement of Assets and Liabilities Statement of
Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUING
BASIS.
PFPC will perform the following administration services
with respect to the Portfolio:
(i) Prepare quarterly broker security transactions
summaries;
(ii) Prepare monthly security transaction listings;
(iii) (a) Assist in the preparation of support schedules
necessary for completion of federal and state tax
returns; or (b) prepare for execution and file the
Fund's federal and state tax returns;
(iv) (a) Assist in the preparation of Semi-Annual Reports
with the SEC on Form N-SAR; or (b) prepare and file
the Fund's Semi-Annual Reports with the SEC on Form
N-SAR.
(v) Assist in the preparation of annual, semi-annual,
and quarterly shareholder reports; or (b) prepare
and file with the SEC the Fund's annual,
semi-annual, and quarterly shareholder reports;
(vi) Assist with the preparation of registration
statements and other filings relating to the
registration of Shares;
(vii) Monitor the Portfolio's status as a regulated
investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended; and
(viii) Coordinate contractual relationships and
communications between the Fund and its service
providers.
16. DURATION AND TERMINATION.
This Agreement shall continue until terminated by the Fund
or by PFPC on sixty (60) days' prior written notice to the other party.
11
17. NOTICES.
All notices and other communications, including written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable, telex
or facsimile sending device, it shall be deemed to have been given immediately.
If notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered. Notices shall be addressed
(a) if to PFPC at PFPC's address, 000 Xxxxxxxx Xxxxxxx, 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.
18. AMENDMENTS.
This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19. DELEGATION.
PFPC may assign its rights and delegate its duties
hereunder to any wholly owned director indirect subsidiary of PNC Bank, National
Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30)
days' prior written notice; (ii) the delegate agrees with PFPC to comply with
all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate
promptly provide such information as the Fund may request, and
12
respond to such questions as the Fund may ask, relative to the delegation,
including (without limitation) the capabilities of the delegate.
20. 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.
21. FURTHER ACTIONS.
Each Party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
22. MISCELLANEOUS.
This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated and/or 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
13
shall inure to the benefit off 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.
PFPC, INC.
By:_______________________________________
THE RBB FUND, INC.
By:_______________________________________
14
