Exhibit (h) (52)
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the ____ day of __________, 1999, by and
between THE RBB FUND, INC., a Maryland corporation (the "Fund"), on behalf of
its Xxxxx Investment Management Small Cap Growth Fund ( the "Portfolio") and
PROVIDENT DISTRIBUTORS, INC. ("Provident"), a Delaware corporation.
W I T N E S S E T H
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 wishes to retain Provident to provide certain
administrative services to the Portfolio, and Provident 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 Provident to provide certain
administrative services to the Portfolio for the period and on the terms set
forth in this Agreement. Provident accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 6 of this Agreement. Provident agrees to comply with all relevant
provisions of the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and 1940 Act and applicable rules and regulations
thereunder.
2. SERVICES ON A CONTINUING BASIS. Subject to the supervision and
direction of the Board of Directors of the Fund, Provident undertakes to perform
the following administrative services for the Portfolio:
(a) Making available office facilities, as requested by the Fund,
(which may be in the offices of Provident or a corporate affiliate);
(b) Furnishing data processing services, clerical services and
certain internal quasi-legal, executive and administrative services;
(c) Furnish an 800 telephone line for shareholder inquiries and
otherwise assist in the preparation of shareholder communications and notices as
requested by the Fund or the investment adviser to the Portfolio (the
"Investment Adviser").
(d) Assisting in coordinating the preparation of reports to the
Portfolio's shareholders of record and the Securities and Exchange Commission
(the "SEC") including, but not limited to, proxy statements; annual, semi-annual
and quarterly reports to Shareholders; annual and semi-annual reports on Form
N-SAR; and post-effective amendments to the Fund's Registration Statement on
Form N-1A (the "Registration Statement");
(e) Assisting the Investment Adviser, at the Investment Adviser's
request, in monitoring and developing compliance procedures which will include,
among other matters, procedures to assist the Investment Adviser in monitoring
compliance with the Portfolio's investment objective, policies, restrictions,
tax matters and applicable laws and regulations;
and
(f) Acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
administrator and taking all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, Provident shall act in
conformity with applicable law, the Fund's Articles of Incorporation and
By-Laws, and all amendments thereto, and the Portfolio's investment objective,
investment policies and other practices and policies set forth in the Fund's
Registration Statement, as such Registration Statement and practices and
policies may be amended from time to time.
3. BOOKS AND RECORDS. In connection with the services provided under
this Agreement, Provident shall maintain such books and records, as required by
the Fund, of the Fund's reports or filings with the Portfolio's shareholders,
the SEC authorities and other required reports and documents prepared, filed or
distributed on behalf of the Fund.
The books and records pertaining to the Fund or any Portfolio that are
in the possession of Provident 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. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during Provident's normal business
hours. Upon the reasonable request of the Fund, copies of any such books and
records shall be provided by Provident to the Fund or the Fund's authorized
representative at the Fund's expense.
4. CONFIDENTIALITY. Provident agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund or any Portfolio and its prior, present or potential shareholders and
relative to the Investment Adviser and its prior, present or potential
customers, 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 Provident 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.
5. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF FUND. If Provident is in doubt as to any action to be
taken or omitted by it, it may request, and shall receive, directions or advice
from the Fund.
(b) ADVICE OF COUNSEL. If Provident is in doubt as to any question
of law involved in any action to be taken or omitted by Provident, it may
request advice at its own cost from counsel of its own choosing (who may be
counsel for the Investment Adviser, the Fund or Provident, at the option of
Provident).
(c) CONFLICTING ADVICE. In case of conflict between directions or
advice received by Provident pursuant to subsection (a) of this paragraph and
advice received by Provident pursuant
to subsection (b) of this paragraph, Provident shall be entitled to rely on and
follow the advice received pursuant to the latter provision alone.
(d) PROTECTION OF PROVIDENT. Provident shall be protected in any
action or inaction which it takes in reliance on any directions or advice
received pursuant to subsections (a) or (b) of this paragraph which Provident,
after receipt of any such directions or advice in good faith believes to be
consistent with such directions or advice. However, nothing in this paragraph
shall be construed as imposing upon Provident any obligation (i) to seek such
directions or advice or (ii) to act in accordance with such directions or advice
when received. Nothing in this subsection shall excuse Provident when an action
or omission on the part of Provident constitutes willful misfeasance, bad faith,
negligence or reckless disregard by Provident of its duties under this
Agreement.
6. COMPENSATION. In consideration of services rendered pursuant to this
Agreement, the Fund will pay Provident on the first business day of each month a
fee for the previous month, calculated daily. The Fund will also reimburse
Provident for its out-of-pocket expenses incurred on behalf of the Fund,
including but not limited to, postage, telephone, telex and Federal Express
charges. The annual fee shall be .15% of the Portfolio's average daily net
assets exclusive of out-of-pocket expenses. Upon any termination of this
Agreement before the end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to the full monthly
period and
shall be payable upon the date of termination of this Agreement. For the purpose
of determining fees payable to Provident, the value of the Portfolio's net
assets shall be computed at the times and in the manner specified in the Fund's
Prospectus and Statement of Additional Information as from time to time in
effect. The annual fee paid to Provident hereunder may be amended upon terms as
may be specifically agreed to in writing from time to time by the Fund and
Provident.
7. INDEMNIFICATION. The Fund agrees to indemnify and hold harmless
Provident and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising under
federal securities and commodities laws 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 Provident takes or does or
omits to take or do pursuant to the terms of this Agreement or otherwise at the
request or on the direction of or in reliance on the advice of the Fund,
provided, that neither Provident 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 Provident's own willful misfeasance,
bad faith, negligence or reckless disregard of its duties and obligations under
this Agreement.
8. RESPONSIBILITY OF PROVIDENT. Provident 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
Provident in writing. In the performance of its duties hereunder, Provident
shall be obligated to exercise care and diligence and to act in good faith and
to use its best efforts within reasonable limits in performing services provided
for under this Agreement.
Provident shall be responsible for its own negligent failure to perform
its duties under this Agreement. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Provident 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 notice or other instrument which
conforms to the applicable requirements of this Agreement, and which Provident
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond Provident's control, including acts
of civil or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply.
9. DURATION AND TERMINATION. This Agreement shall continue until
terminated by the Fund or Provident on 60 days' written notice.
10. NOTICES. All notices and other communications hereunder
(collectively referred to as "Notice" or "Notices" in this Paragraph), shall be
in writing or by confirming telegram,
Cable, telex or facsimile sending device. Notices shall be addressed (a) if to
Provident at Provident's address, Four Falls Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxx
Xxxxxxxxxxxx, XX 00000; (b) if to the Fund, at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx,
XX 00000; 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 or other communication and the address of
the addressee thereof are, at the time of sending more than 100 miles apart, the
Notice may be mailed, in which case it shall be deemed to have been given three
days after it is sent, or if sent by confirming telegram, cable, telex, or
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.
11. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
12. 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.
13. 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.
14. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to
the subject matter hereof. 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 New York and governed by New
York 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 as of the day and year first above
written.
THE RBB FUND, INC.
By:______________________________
Title: President and Treasurer
PROVIDENT DISTRIBUTORS, INC.
By:______________________________
Title: CEO
