Gentlemen:
THE RBB FUND, INC.
103 Springer Building
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
SHAREHOLDER SERVICING AGREEMENT
(Xxxxxx Street Tax-Free Money Shares)
We wish to enter into this Shareholder Servicing Agreement
with you concerning the provision of support services to your clients
("Clients") who may from time to time beneficially own shares of Class J Common
Stock, Par Value $.001 Per Share ("Class J Shares").
The terms and conditions of this Servicing Agreement are as
follows:
Section 1. You agree to provide any or all of the following
support services to Clients who may from time to time beneficially own Class J
Shares: (i) aggregating and processing purchase and redemption requests for
Class J Shares from Clients and placing net purchase and redemption orders with
our transfer agent, Provident Financial Processing Corporation; (ii) providing
Clients with a service that invests the assets of their accounts in Class J
Shares pursuant to specific or pre-authorized instructions; (iii) processing
dividend payments from us on behalf of Clients; (iv) providing information
periodically to Clients showing their positions in Class J Shares; (v) arranging
for bank wires; (vi) responding to Client inquiries relating to the services
performed by you; (vii) providing subaccounting with respect to Class J Shares
beneficially owned by Clients or the information to us necessary for
subaccounting; (viii) if required by law, forwarding shareholder communications
from us (such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients; and (ix)
providing such other similar services as we may reasonably request to the extent
you are permitted to do so under applicable statutes, rules or regulations.
Section 2. You represent that: (a) you will provide to your
Clients a schedule of any fees charged by you to your Clients in connection with
the investment of their assets in Class J Shares; (b) you will retain payments
received by you hereunder only if an investment in Class J Shares has been
authorized by your Clients; and (c) the compensation paid to you hereunder will
not be excessive or unreasonable.
Section 3. You will provide such office space and equipment,
telephone facilities and personnel (which may be any part of the space,
equipment and facilities currently used in your business, or any personnel
employed by you) as may be reasonably necessary or beneficial in order to
provide the aforementioned services to Clients.
Section 4. Neither you nor any or your officers, employees or
agents are authorized to make any representations concerning us or Class J
Shares except those contained in our then current prospectus for such Class J
Shares, copies of which will be supplied by us, or caused to be supplied by
Planco Financial Services, Inc. ("Planco"), to you, or in such supplemental
literature or advertising as may be authorized by us in writing.
Section 5. For all purposes of this Agreement you will be
deemed to be an independent contractor, and will have no authority to act as
agent for us or Planco in any matter or in any respect. By your written
acceptance of this Agreement, you agree to and do release, indemnify and hold us
harmless from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by you or your
officers, employees or agents regarding your responsibilities hereunder or the
purchase, redemption, transfer or registration of Class J Shares by or on behalf
of Clients. You and your employees will, upon request, be available during
normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section 6. In consideration of the services and facilities
provided by you hereunder, we will pay to you, and you will accept as full
payment therefor, a fee at the annual rate of .10% of the average daily net
asset value of the Class J Shares held of record by you from time to time on
behalf of Clients (the "Clients' Class J Shares"), which fee will be computed
daily and payable monthly. For purposes of determining the fees payable under
this Section 6, the average daily net asset value of the Clients' Class J Shares
will be computed in the manner specified in our registration statement (as the
same is in effect from time to time) in connection with the computation of the
net asset value of Class J Shares for purposes of purchases and redemptions. The
fee rate stated above may be prospectively increased or decreased by us, in our
sole discretion, at any time upon notice to you. You hereby agree, pursuant to
and so long as our order of exemption from Section 18 of the Investment Company
Act of 1940 relating to multiple classes of shares in an investment portfolio is
in effect, to waive your fee hereunder on any day to the extent necessary to
ensure that the fee required to be accrued does not exceed the income accrued by
the Class J Shares on such day. Further, we may, in our discretion and without
notice, suspend or withdraw the sale of Class J Shares, including the sale of
such shares to you for the account of any Client or Clients.
Section 7. Any person authorized to direct the disposition of
monies paid or payable by us pursuant to this Agreement will provide to our
Board of Directors, and our Directors will review, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made. In addition, you will furnish us or our designees with such
information as we or they may reasonably request (including, without limitation,
periodic certifications confirming the provision to Clients of the services
described herein), and will otherwise cooperate with us and our designees
(including, without limitation, any auditors designated by us), in connection
with the preparation of reports to our Board of Directors concerning this
Agreement and the monies paid or payable by us pursuant hereto, as well as any
other reports or filings that may be required by law.
Section 8. We may enter into other similar Shareholder
Servicing Agreements with any other person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you
represent, warrant and agree that in no event will any of the services provided
by you hereunder be primarily intended to result in the sale of any shares
issued by us.
Section 10. This Agreement will become effective on the date
a fully executed copy of this Agreement is received by us or our designee.
Unless sooner terminated, this Agreement will continue until August 16, 1989,
and thereafter will continue automatically for successive annual periods ending
on August 16, provided such continuance is specifically approved at least
annually by us in the manner described in Section 13 hereof. This Agreement is
terminable, without penalty, at any time by us (which termination may be by vote
of a majority of our Disinterested Directors as defined in Section 13 hereof) or
by you upon notice to the other party herein.
Section 11. All notices and other communications to either
you or us will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address shown herein.
Section 12. This Agreement will be construed in accordance
with the laws of the State of Maryland and is non-assignable by the parties
hereto.
Section 13. The form of this Agreement has been approved by
vote of a majority of (i) our Board of Directors and (ii) those Directors who
are not "interested persons" (as defined in the Investment Company Act of 1940)
of us and have no direct or indirect financial interest in the operation of the
Shareholder Services Plan adopted by us regarding the provision of support
services to the beneficial owners of Class J Shares or in any agreements related
thereto ("Disinterested Directors"), cast in person at a meeting called for the
purpose of voting on such approval.
If you agree to be legally bound by the provisions of this
Agreement, please sign a copy of this letter where indicated below and promptly
return it to us, c/o Planco Financial Services, Inc., 00 Xxxxxxxxxx Xxxxxxxxx,
Xxxxx, Xxxxxxxxxxxx 00000.
Very truly yours,
THE RBB FUND, INC.
Date: ______________ By: _____________________________
Authorized Officer
Accepted and Agreed to:
Name of Entity (Please Print or Type)
Address: -----------------------
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Date: ______________ By: _____________________________
Authorized Officer
