Exhibit 9(b)
TRANSFER AGENCY AGREEMENT
(Cash Preservation Classes)
THIS AGREEMENT is made as of August 16, 1988 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 of its Class G and Class H Common Stock (the "Cash
Preservation Classes"), 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 of the Cash Preservation Classes (the "Shares"). The Transfer Agent shall
identify to each Cash Preservation Class, or any additional class hereafter
created that is designated by the Fund as a Cash Preservation Class, property
belonging to such Cash Preservation Class and in such reports, confirmations and
notices to the Fund called for under this Agreement shall identify the Cash
Preservation 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 Cash Preservation 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 Cash Preservation 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 Cash Preservation 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 Planco Financial
Services, Inc. (the "Distributor") and the Fund with respect to any Cash
Preservation Class (collectively, the "Distribution Agreements") and the form of
each related Dealer Agreement for broker-dealers participating in the
distribution of any Cash Preservation Class ("Participating Dealers");
(j) Each Plan of Distribution pursuant to Rule 12b-1 under
the Investment Company Act of 1940 with respect to a Cash Preservation Class
(collectively, the "Distribution Plans");
(k) Each Shareholder Servicing Agreement, if any,
with respect to a Cash Preservation Class (collectively, the "Shareholder
Servicing Agreements");
(1) Each Non-12b-l Shareholder Services Plan, if any, with
respect to a Cash Preservation Class (collectively, the "Shareholder Services
Plans");
(m) 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;
(n) The Fund's most recent 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;
(o) The Fund's most recent prospectuses relating to any of
the Shares (each such prospectus, as presently in effect and all amendments and
supplements thereto herein called a "Prospectus"); and
(p) Before the Fund engages in any transactions regulated by
the Commodity Futures Trading Commission ("CFTC"), a 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 Cash Preservation Class of Shares, the
following provisions will apply with respect to such Cash Preservation 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 transferer, 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 therefore 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 ten billion (10,000,000,000) 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, 5OO 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, and 500 million (500,000,000) Shares constitute the Class N
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 Cash Preservation 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 Cash Preservation Class of Shares held and
number and Cash Preservation 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
Shareholder's 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 as may 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 liability 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.
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 the services rendered by
the Transfer Agent during the term of this Agreement, the Fund will pay to the
Transfer Agent, with respect to each Cash Preservation 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.
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 Art, 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 of 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/Xxx XxXxx Xxxxxxx
[ SEAL ] __________________
Xxx XxXxx Thomson
PROVIDENT FINANCIAL
PROCESSING CORPORATION
Attest:________________________________ By: /s/ Xxxxxx X. Xxxxx
____________________
Xxxxxx X. Xxxxx
APPENDIX A
Authorized Persons
______________________________________ ______________________________
(name) (signature)
______________________________________ ______________________________
(name) (signature)
______________________________________ ______________________________
(name) (signature)
______________________________________ ______________________________
(name) (signature)
______________________________________ ______________________________
(name) (signature)
APPENDIX B
Xxx XxXxx Xxxxxxx
_______________________ ______________________________
President (signature)
Xxxxxx X. Xxxxx
_______________________ ______________________________
Secretary (signature)
