Exhibit 9 (www)
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 Micro Cap Value 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
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time. An Authorized Person's scope of authority may be limited
by the Fund by setting forth such limitation on the Certificate.
(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
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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
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
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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.
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.
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(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
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.
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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
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
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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
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.
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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
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shall not be responsible for losses beyond its control, provided
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.
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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;
(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;
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(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:
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;
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(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.
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.
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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
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.
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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
shall inure to the benefit off the parties hereto and their
respective successors.
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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:____________________________________
Name: XXXXXXX XXXXX
Title: Executive Vice President
THE RBB FUND, INC.
By:____________________________________
Name: XXXXXX X. XXXXX
President & Treasurer
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