Exhibit 5(i)
INVESTMENT ADVISORY AGREEMENT
(Tax-Free Money Market Portfolio)
AGREEMENT made as of April 21, 1992 between THE RBB FUND,
INC., a Maryland corporation (herein called the "Company"), and PROVIDENT
INSTITUTIONAL MANAGEMENT CORPORATION, a Delaware corporation (herein called the
"Investment Advisor").
WHEREAS, the Company is registered as an open-end, management
investment company under the Investment Company Act of 1940 (the "1940 Act") and
currently offers or proposes to offer shares representing interests in nine
separate investment portfolios; and
WHEREAS, the Company desires to retain the Investment Advisor
to render investment advisory services with respect to the Company's Tax-Free
Money Market Portfolio (the "Portfolio"), and the Investment Advisor is willing
to so render such services.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby, it is
agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints the Investment
Advisor to act as investment advisor to the Company for the Portfolio for the
period and on the terms set forth in this Agreement. The Investment Advisor
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided.
2. Delivery of Documents. The Company has furnished the
Investment Advisor with copies properly certified or authenticated of each of
the following:
(a) Articles of Incorporation of the Company,
filed with the Secretary of State of Maryland on February 29, 1988, as amended
(such Articles of Incorporation, as presently in effect and as they shall from
time to time be amended, herein called the "Articles of Incorporation");
(b) Articles Supplementary of the Company,
filed with the Secretary of State of the State of Maryland on March 24, 1988,
April 27, 1990 and on May 1, 1990 and all further Articles of Supplementary
filed with the State of Maryland ("Articles Supplementary");
(c) By-Laws of the Company, as amended (such
By-Laws, as presently in effect and as they shall from time to time be
amended, herein called the "By-Laws");
(d) Resolutions of the Board of Directors of the
Company authorizing the appointment of the Investment Advisor and the execution
and delivery of this Agreement;
(e) A copy of the Distribution Agreement
between the Company and the company's principal underwriter (the "Distributor")
relating to any class of Shares representing an interest in the Portfolio and
the form of the related Dealer Agreement, if any, for broker-dealers
participating in the distribution of any class of Shares representing an
interest in the Portfolio ("Participating Dealers");
(f) Each Plan of Distribution pursuant to Rule 12b-1
under the 1940 Act relating to any class of Shares representing an interest in
the Portfolio and any amendments thereto;
(g) Each Shareholder Servicing Agreement, if
any, relating to any class of Shares representing an interest in the Portfolio;
(h) Each Non-12b-1 Shareholder Services Plan, if
any, relating to any class of Shares representing an interest in the Portfolio;
(i) Notification of Registration of the Company
under the 1940 Act on Form N-8A as filed with the Securities and Exchange
Commission ("SEC") on March 24, 1988 and all amendments thereto;
(j) The most recent Registration Statement of the
Company on Form N-1A under the Securities Act of 1933 (the 1933 Act") (File No.
33-20827) and under the 1940 Act relating to the Shares, and all amendments
thereto (the "Registration Statement"); and
(k) Each Prospectus relating to any class of
Shares representing an interest in the Portfolio in effect under the 1933 Act
(such prospectuses, as presently in effect and as they shall from time to time
be amended and supplemented, are herein collectively called the
"Prospectuses").
The Company will furnish the Investment Advisor from time to
time with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
3. Management of the Portfolio. Subject to the supervision of
the Board of Directors of the Company, the Investment Advisor will provide for
the overall management of the Portfolio, including (i) the provision of a
continuous investment program for the Portfolio, including investment research
and management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained or sold by the
Company for the Portfolio and (iii) the placement of orders for all purchases
and sales made for the Portfolio. The Investment Advisor will provide the
services rendered by it hereunder in accordance with the investment objectives,
restrictions and policies of the Portfolio as stated in the applicable
Prospectus and the applicable statement of additional information contained in
the Registration Statement. The Investment Advisor further agrees that it will
render to the Company's Board of Directors such periodic and special reports as
the Board may request.
4. Brokerage. The Investment Advisor may place orders either
directly with the issuer or with any broker or dealer. In placing orders with
brokers and dealers, the Investment Advisor will attempt to obtain the best
price and the most favorable execution of its orders. In placing orders, the
Investment Advisor will consider the experience and skill of the firm's
securities traders as well as the firm's financial responsibility and
administrative efficiency. Consistent with this obligation, the Investment
Advisor may, subject to the approval of the Board of Directors, select brokers
on the basis of the research, statistical and pricing services they provide to
the Portfolio and other clients of the Investment Advisor. Information and
research received from such brokers will be in addition to, and not in lieu of,
the services required to be performed by the Investment Advisor hereunder. A
commission paid to such brokers may be higher than that which another qualified
broker would have charged for effecting the same transaction, provided that the
Investment Advisor determines in good faith that such commission is reasonable
in terms either of the transaction or the overall responsibility of the
Investment Advisor to the Portfolio and its other clients and that the total
commissions paid by the Portfolio will be reasonable in relation to the
benefits to the Portfolio over the long-term. In no instance will the
Portfolio's securities be purchased from or sold to the Distributor, the
Investment Advisor or any affiliated person thereof, except to the extent
permitted by SEC exemptive order or by applicable law.
5. Conformity with Law; Confidentiality. The Investment
Advisor further agrees that it will comply with all applicable Rules and
Regulations of all Federal regulatory agencies having jurisdiction over the
Investment Advisor in the performance of its duties hereunder (herein called
the "Rules"). The Investment Advisor will treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company and prior, present or potential shareholders, and
will not use such-records and information for any purpose other than
performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Company, which approval shall
not be unreasonably withheld and may not be withheld where the Investment
Advisor 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 Company.
6. Services Not Exclusive. The investment management services
rendered by the Investment Advisor hereunder are not to be deemed exclusive,
and the Investment Advisor shall be free to render similar services to others
so long as its services under this Agreement are not impaired thereby.
7. Books and Records. In compliance with the requirements of
Rule 31a-3 of the Rules the Investment Advisor hereby agrees that all records
which it maintains for the Portfolio are the property of the Company and
further agrees to surrender promptly to the Company any of such records upon
the Company's request. The Investment Advisor further agrees to preserve for
the periods prescribed by Rule 31a-2 the records required to be maintained by
Rule 31a-1 of the Rules.
8. Expenses. During the term of this Agreement, the
Investment Advisor will pay all expenses incurred by it in connection with its
activities as investment advisor under this Agreement other than the cost of
(including brokerage commissions, if any) securities purchased for the
Portfolio, the cost of any independent pricing service used in valuing the
Portfolio's securities and fees, the cost of administrative, custodian or
transfer agent services, and expenses of registering and qualifying shares for
distribution under state securities laws.
In addition, if the expenses borne by the Portfolio in any
fiscal year exceed the most restrictive applicable expense limitations imposed
by the securities regulations of any state in which the Shares are registered
or qualified for sale to the public, the Investment Advisor shall reimburse the
Portfolio for any excess up to the amount of the fees payable by the Portfolio
to it during such fiscal year pursuant to Paragraph 9 hereof; provided,
however, that notwithstanding the foregoing, the Investment Advisor shall
reimburse the Portfolio for such excess expenses regardless of the amount of
such fees payable to it during such fiscal year to the extent that the
securities regulations of any state in which the Shares are registered or
qualified for sale so require.
9. Compensation.
(a) For the services provided and the expenses
assumed pursuant to this Agreement with respect to the Portfolio, the Company
will pay the Investment Advisor from the assets of the Portfolio and the
Investment Advisor will accept as full compensation therefore a fee, computed
daily and payable monthly, at the following annual rate: .35% of the first
$250 million of the Portfolio's average daily net assets .30% of the next
$250 million of the Portfolio's average daily net assets, and .25% of the
Portfolio's average daily net assets in excess of $500 million.
(b) The fee attributable to the Portfolio shall
be satisfied only against the assets of the Portfolio and not against the
assets of any other investment portfolio of the Company.
10. Limitation of Liability of the Investment Advisor. The
Investment Advisor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Company in connection with the matters to
which this Agreement relates, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Investment Advisor in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
11. Duration and Termination. This Agreement shall become
effective with respect to the Portfolio upon approval of this Agreement by vote
of a majority of the outstanding voting securities of the Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to the
Portfolio until April 21, 1993. Thereafter, if not terminated, this Agreement
shall continue with respect to the Portfolio for successive annual periods
ending on April 21, provided such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of
Directors of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by the Board of Directors of the Company or
by vote of a majority of the outstanding voting securities of the Portfolio;
provided, however, that this Agreement may be terminated with respect to the
Portfolio by the Company at any time, without the payment of any penalty, by
the Board of Directors of the Company or by vote of a majority of the
outstanding voting securities of the Portfolio, on 60 days' written notice to
the Investment Advisor, or by the Investment Advisor at any time, without
payment of any penalty, on 90 days' written notice to the Company. This
Agreement will immediately terminate in the event of its assignment. (As used
in this Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
12. Amendment of this Agreement. No provision of this Agreement
may be changed, discharged or terminated orally, except by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a
majority of the outstanding voting securities of the Portfolio.
13. Miscellaneous. 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. 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 upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
(Corporate Seal) THE RBB FUND, INC.
Attest: ______________ By: /s/ Xxxxxx X. Xxxxx
-------------------
President
(Corporate Seal) PROVIDENT INSTITUTIONAL
MANAGEMENT CORPORATION
Attest: ______________ By: /s/ Xxxxxx X. Neim
------------------
President
