CO-ADMINISTRATION AGREEMENT
CO-ADMINISTRATION AGREEMENT, made as of the 30th day of November, 1998 between
The Numeric Family of The RBB Fund, Inc., a Maryland corporation (the "Fund")
and Bear Xxxxxxx Funds Management Inc., a New York corporation (the "Co-
Administrator").
WITNESSETH:
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WHEREAS, the Fund, consisting of the series named on Schedule 1, hereto, as
such Schedule may be revised from time to time (each a "Series"), is a
diversified open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund has retained an investment adviser for the purpose of
investing its assets in securities and desires to retain the Co-Administrator
for certain administrative services, and the Co-Administrator is willing to
furnish such administrative services on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. Appointment. The Fund hereby appoints the Co-Administrator to provide the
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services set forth below, subject to
the overall supervision of the Board of Directors of the Fund (the "Board") for
the period and on the terms set forth in this Agreement. The Co-Administrator
hereby accepts such appointment and agrees during such period to render the
services herein described and to assume the obligations herein set forth; for
the compensation herein provided.
2. Description of Services. Subject to the supervision of the Board and the
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officers of the Fund, the Co-Administrator shall provide office facilities and
personnel to assist the officers of the Fund in the performance of the following
services:
(a) Review of all materials filed with the Securities and Exchange
Commission ("SEC") on behalf of the Fund (e.g., N-SAR, amendments to
registration statements on Form N-IA, periodic reports to shareholders, proxy
statements, etc.) and monitor XXXXX filing of the same;
(b) Assist in the negotiation of fees for services rendered to the Series;
(c) Assist both the Adviser and the Series in the preparation of materials
for periodic Board meetings and committees thereof;
(d) Oversee the determination and publication of each Series' net asset
value in accordance with each Series' policy as adopted from time to time by the
Board;
(e) Oversee the maintenance by PFPC Inc. of certain books and records of
each Series as required under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and maintain (or oversee the maintenance by such
other persons as approved by the Board) such other books and records (other than
those maintained by the investment adviser) required by law or for the proper
operation of each Series;
(f) Assist in the preparation and review of each Series' federal, state
and local income tax returns and any other required tax return (other than those
filings relating to a shareholder's holdings in each Series, which will be
handled by PFPC Inc., in the capacity of transfer agent);
(g) Assist in the preparation and review of year-end shareholder tax
notifications for dividends and distributions paid by each Series during the
calendar and/or fiscal year;
(h) Assist with the preparation, review and approval by officers of the
Fund and the Adviser, the financial
information for each Series' semi-annual, annual and other periodic reports,
proxy statements and other communications with shareholders or otherwise to be
sent to each Series' shareholders, and coordinate for the printing and
dissemination of such reports and communications to shareholders;
(i) Assist with the preparation and dissemination of statistical
information and research data to outside reporting agencies;
(j) Prepare and/or assist with the preparation of reports relating to the
business and affairs of the Fund as may be mutually agreed upon and not
otherwise appropriately prepared by the Fund Adviser, custodian, Co-
Administrator and accounting agent, transfer agent, legal counsel or independent
accountants;
(k) Consult with the Fund's officers, independent accountants, legal
counsel, custodian, Co-Administrator and accounting agent, and transfer and
dividend disbursing agent in establishing the accounting policies of each
Series;
(l) Review and assist with the computation of the amount of dividends and
distributions to be paid by each Series;
(m) Provide communication and coordination services
with regard to the Fund's investment adviser, transfer and disbursing agent,
custodian and other service providers that render recordkeeping or shareholder
communication services to the Fund; and
(n) Develop and implement procedures to assist the Adviser in monitoring,
on a monthly basis, the Series' compliance with regulatory requirements,
specifically compliance with the Fund's prospectus, diversification and other
requirements under the Investment Company Act, and each Series' income
diversification requirements under Subchapter M of the Internal Revenue Code of
1986, as amended.
All services are to be furnished through the medium of any directors, officers
or employees of the Co-Administrator as the Co-Administrator deems appropriate
in order to fulfill its obligations hereunder.
Each party shall bear all its own expenses incurred in connection with this
Agreement, except as noted below.
3. Compensation. The Fund will pay the Co-Administrator a monthly fee
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calculated at the annual rate of 0.05% of the first $150 million of each Series'
average daily net assets and 0.02% on all assets above $150 million of each
Series' average daily
net assets. Average daily net assets are based on the net asset value on each
day the New York Stock Exchange is open for business. In addition to the fee,
the Fund, on behalf of each Series, may be required to reimburse to the Co-
Administrator all out-of-pocket expenses incurred by the Co-Administrator for
attendance at any meeting (outside of the New York metropolitan area) of the
Board, or any committees of such Board, or at any other meetings or
presentations for which the Co-Administrator is required to attend.
4. Responsibility of the Co-Administrator. The Co-Administrator assumes no
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responsibility under this Agreement other than to render the services called for
hereunder, and specifically assumes no responsibilities for investment advice or
the investment or reinvestment of the Fund's assets.
5. Indemnification. The Co-Administrator shall not be liable to the Fund for
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any action taken or omitted to be taken by the Co-Administrator in connection
with the performance of any of its duties or obligations under this Agreement,
and the Fund shall indemnify the Co-Administrator and hold it harmless from and
against all damages, liabilities, costs and expenses (including reasonable
attorneys' fees and amounts reasonably paid in settlement) incurred by the Co-
Administrator in or by reason of any pending, threatened or completed action,
suit,
investigation or other proceeding (including an action or suit by or in the
right of the Fund or its security shareholders) arising out of or otherwise
based upon any action actually or allegedly taken or omitted to be taken by the
Co-Administrator in connection with the performance of any of its duties or
obligations under this Agreement; provided, however, that nothing contained
herein shall protect or be deemed to protect the Co-Administrator against or
entitle or be deemed to entitle the Co-Administrator to indemnification in
respect of any liability to the Fund or its security holders to which the Co-
Administrator would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its duties and obligations under this Agreement.
6. Duration and Termination. This Agreement shall become effective as of the
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date hereof and shall thereafter continue in effect unless terminated as herein
provided. This Agreement may be terminated by either party hereto (without
penalty) at any time by giving not less than 60 days' prior written notice to
the other party hereto.
7. Services to Others. The services of the Co-Administrator to the Fund
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hereunder are not exclusive and nothing in this Agreement shall limit or
restrict the right of the Co-
Administrator to engage in any other business or to render services of any kind
to any other corporation, firm, individual or association. The Co-Administrator
shall be deemed to be an independent contractor, unless otherwise expressly
provided or authorized by this Agreement.
8. References to the Co-Administrator. During the term of this Agreement,
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the Fund agrees to furnish the Co-Administrator at the principal office of the
Co-Administrator prior to use thereof all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared for
distribution to shareholders of the Fund or the public that refer in any way to
the Co-Administrator. If the Co-Administrator reasonably objects in writing to
such references within five business days (or such other time as may be mutually
agreed) after receipt thereof, the Fund will modify such references in a manner
reasonably satisfactory to the Co-Administrator. In the event of termination of
this Agreement, the Fund will continue to furnish to the Co-Administrator copies
of any of the above-mentioned materials that refer in any way to the Co-
Administrator and, as soon as practicable after such termination, shall
eliminate all references to the Co-Administrator in all written materials used
thereafter. The Fund shall furnish or otherwise make available to the Co-
Administrator such other information relating to the business affairs of the
Fund as the Co-
Administrator at any time, or from time to time, reasonably requests in order to
discharge its obligations hereunder.
9. Amendments. This Agreement may be amended only by mutual written consent.
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10. Notices. Any notice or other communication required to be given pursuant
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to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Co-Administrator at 000 Xxxx
Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxxxx,
Executive Vice President or (2) to the Fund at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx,
XX 00000, Attention: Xxxxxx Xxxxx, President.
11. Entire Agreement. This Agreement sets forth the entire agreement and
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understanding of the parties hereto solely with respect to the matters covered
hereby and the relationship between the Fund and Bear Xxxxxxx Funds Management
Inc. as Co-Administrator. The Co-Administrator Agreement by and between the
Fund and the Co-Administrator dated as of May 31, 1996 is hereby terminated and
shall have no further force or effect as of the date hereof. Nothing in this
Agreement shall govern, restrict or limit in any respect any other business
dealings between the parties hereto unless otherwise expressly provided herein.
12. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York without reference to choice of
law principles thereof and in accordance with the Investment Company Act. In
the case of any conflict the Investment Company Act shall control.
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.
THE NUMERIC FAMILY
of
THE RBB FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and Treasurer
BEAR XXXXXXX FUNDS MANAGEMENT INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
SCHEDULE I
THE NUMERIC FAMILY
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n/i Micro Cap Fund
n/i Growth Fund
n/i Growth & Value Fund
n/i Larger Cap Value Fund
n/i Small Cap Value Fund
