Exhibit 8(c)
AMENDMENT NO. 1 CUSTODIAN AGREEMENT
This Amendment, dated the 1st day of August 1991, is entered into
between THE RBB FUND, INC. (the "Fund"), a Maryland corporation, and PROVIDENT
NATIONAL BANK ("Provident"), a national banking association.
WHEREAS, the Fund and Provident have entered into a Custodian
Agreement dated as of August 16, 1988, (the "Custodian Agreement"), pursuant to
which the Fund appointed Provident to act as custodian for its investment
portfolios; and
WHEREAS, the Fund's Board of Directors has approved this Amendment;
and
WHEREAS, the Fund has established and will establish additional
classes of Common Stock ("Shares"), with respect to which it wants to appoint
Provident to act as custodian under the Custodian Agreement; and
WHEREAS, Provident has notified the Fund that it wants to serve as
custodian for "Class O Shares", "Class P Shares" and "Class Q Shares" and for
any classes of shares of common stock of the Fund hereafter created, classified
or reclassified.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. Paragraph 1 of the Custodian Agreement is amended and
restated in full to read as follows;
The fund hereby appoints Provident to act as custodian of the
securities, cash and other property belonging to each investment portfolio (a
"portfolio") of the Fund 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 21 of this Agreement. Provident agrees to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder. The
Fund's Common Stock, $.001 par value (the "Shares") has been as of the date
hereof classified into seventeen different classes of Common Stock: the "Class
A Shares", the "Class B Shares", the "Class C Shares", the "Class D Shares",
the "Class E Shares", the "Class F shares", the "Class G Shares", the "Class H
Shares", the "Class I Shares", the "Class J Shares", the "Class K Shares", the
"Class L Shares", the "Class M Shares", the "Class N Shares", the "Class O
Shares", the "Class P Shares", and the "Class Q Shares",
respectively. The Fund may from time to time issue additional series or classes
of Shares or classify and reclassify shares of such series or class. Provident
shall identify to each such series or class Property belonging to such series
or class and in such reports, confirmations and notices to the Fund called for
under this Agreement shall indentify the series or class to which such report,
confirmation or notice pertains.
2. Capitalized Terms. From and after the date hereof, the following
term as used in the Custodian Agreement shall be deemed to include also the
meaning specified herein: "Shares" shall be deemed to include "Class O Shares",
"Class P Shares" and "Class Q Shares" and shares of common stock hereafter
created, classified or reclassified.
3. Miscellaneous. Except to the extent amended and supplemented
hereby, the Custodian Agreement shall remain unchanged and in full force and
effect and is hereby ratified and confirmed in all respects as amended and
supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.
THE RBB FUND, INC.
(SEAL)
By: /s/Xxxxxx X. Xxxxx
_____________________
Xxxxxx X. Xxxxx
Title: President
PROVIDENT NATIONAL BANK
(SEAL)
By: illegible
_____________
Title: Vice President
