EXHIBIT (H)(58)
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Assignment") is dated as of ___________,
2000, by and among THE RBB FUND, INC. (the "Fund"), PROVIDENT DISTRIBUTORS, INC.
("PDI") and PFPC DISTRIBUTORS, INC. ("PFPC Distributors").
RECITALS
WHEREAS, the Fund and PDI are parties to an Administrative Services
Agreement dated as of May 29, 1998 (the "Agreement") whereby PDI provides
certain administrative services to certain portfolios and classes of shares of
the Fund; and
WHEREAS, as provided in Paragraph 3 below, PFPC Distributors will become
the distributor for the Fund and PDI will cease being the distributor for the
Fund; and
WHEREAS, PDI wishes to assign to PFPC Distributors, and PFPC Distributors
wishes to accept, all of PDI's rights and obligations under the Agreement; and
WHEREAS, the Fund wishes to consent to such assignment.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Assignment by PDI. PDI hereby assigns all of its rights and
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obligations under the Agreement to PFPC Distributors, and PFPC Distributors
hereby accepts such assignment. The Fund hereby consents to such assignment.
After the date of this Assignment, all references to PDI in the Agreement shall
be deemed to refer to PFPC Distributors.
2. Notices and Communications. All communications and notices required
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under the Agreement should be sent in accordance with the procedure set forth in
the Agreement to PFPC Distributors at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxxx, Attention: President.
3. Effective Date. This Assignment shall become effective immediately
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upon the consummation of the acquisition of Provident Distributors, Inc. by PFPC
Inc. (or a substantially similar transaction), which the parties anticipate to
occur on or about December 31, 2000.
4. Ratification and Confirmation of Agreement. The parties hereby confirm
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and ratify the terms of the Agreement.
5. Counterparts. This Assignment may be executed in two or more
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counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
6. Full Force and Effect. Except as expressly supplemented, amended or
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consented to hereby, all of the representations, warranties, terms, covenants,
indemnification obligations
and conditions of the Agreement shall remain unamended and shall continue in
full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Assignment Agreement
as of the date first written above.
THE RBB FUND, INC.
By: _____________________________
Name: ____________________________
Title: ___________________________
PFPC DISTRIBUTORS, INC.
By: _____________________________
Name: Xxxx X. Xxxxxxx
Title: President
PROVIDENT DISTRIBUTORS, INC.
By: _____________________________
Name: Xxxxxx Xxxxxxxxx
Title: President
