Exhibit (m)(19)
[GRAPHIC APPEARS HERE]
BEAR, XXXXXXX SECURITIES CORP.
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
In this Agreement, "you" refers to The RBB Fund, Inc. an open-end investment
company for classes and series thereof as listed on Schedule A hereto, as
amended from time to time (collectively, the "Funds" or, individually, a
"Fund"). "We" or "us" refers to Bear, Xxxxxxx Securities Corp. ("Bear Xxxxxxx").
"Distributor" refers to PFPC Distributors, Inc. The Distributor is a party
hereto exclusively with respect to the payment of fees and approval of sales
materials pursuant to Sections 2 and 5 and Schedule A herein. You have invited
us to become a selected dealer to distribute shares of the Funds on the
following terms:
1. Purchases of Fund Shares for Sale to Customers
(a) You acknowledge and we agree that all orders processed by us to
purchase, sell or exchange Fund shares shall be made only to cover orders that
we receive from:
(i) Bear, Xxxxxxx & Co. Inc. ("BS&Co.") for its customers ("BSC
Customers"); and
(ii) broker-dealers unaffiliated with us for which we provide
clearing services ("Introducing Brokers") for their customer
and proprietary accounts ("Introduced Customers").
This Agreement hereinafter refers to BSC Customers and Introduced Customers
collectively as ("Customers").
(b) We acknowledge that sales of shares of the Funds may be subject to
minimum investment requirements applicable to each order. BS&Co. shall be
responsible for ensuring that orders for BSC Customers comply with any such
requirements. The parties acknowledge and agree that Introducing Brokers are
solely responsible for ensuring that orders for their Introduced Customers are
in compliance with such requirements. We agree that all such orders are to be
cleared at the applicable public offering price described in the prospectus and
statement of additional information ("SAI") of such Funds in effect on the date
of the sale (the prospectus and SAI as of any such sale date or of any
applicable redemption or repurchase date being sometimes referred to together
herein as the "then-current prospectus"). You understand that we assume no
responsibility or liability for the determination of the applicable offering
price.
(c) We shall not withhold placing Fund purchase orders that we receive
so as to profit ourselves as a result of such withholding (e.g., by a change in
the net asset value per share ("NAV") from that used in determining a Fund's
public offering price).
(d) We understand that all orders are subject to acceptance or rejection
by you or the Fund in the sole discretion of either. No conditional order will
be accepted by the Fund on any basis other than a definite price. The handling
of orders by the parties shall be subject to such procedures as may be mutually
agreed upon in writing from time to time.
(e) We will process orders for the purchase, exchange or redemption of
Fund shares, including cancellations of previously entered orders, only to cover
purchase orders or redemption orders that we have previously received from
Customers only if: (i) we receive such orders by the earlier of 4:00 p.m. New
York time or such other time as determined by us or required by the applicable
prospectus and (ii) you have accepted the order for processing on that day.
(f) BS&Co. and Introducing Brokers that enter orders for processing by
the Bear Xxxxxxx Mutual Funds Routing System are required to indicate the time
an order was received by such broker. We shall promptly transmit to you or your
designee orders received by us that we have agreed to process. Such orders may
be executed by you or your designee at the NAV next determined by you or your
designee that same day after receipt of such order from us, in accordance with
the then-current prospectus of the applicable Fund.
(g) Payment for Fund shares that Customers purchase shall be made on the
settlement date specified in your confirmation by New York Clearing House Funds
or by Federal Funds wire. If you do not receive such payment, you reserve the
right, with prior notice, either to cancel the sale, or, at your option, to sell
the shares ordered back to the relevant Fund, and in either case, you may hold
us responsible for any direct loss suffered by you or by the Fund resulting from
our failure to make payment as aforesaid. You shall provide such notice by
contacting our Mutual Fund Operations Department, Attention: Xxxxx XxxXxxxxxx
(telephone number 000-000-0000; facsimile number 917-849-0169) and Xxxxxxx Xxxx
(telephone number 000-000-0000; facsimile number 917-849-0036).
(h) We agree that you are not responsible for evaluating and determining
whether a transaction in Fund shares is a suitable transaction for each
Customer. We represent that we obtain undertakings from each Introducing Broker
that, among other things: (i) the Introducing Broker shall restrict Introduced
Customers from engaging in short-term trading and market timing with respect to
mutual fund shares or any activity that is inconsistent with applicable law or
the relevant Fund's prospectus; and (ii) the Introducing Broker is solely
responsible for knowing the essential facts of each Introduced Customer and
determining whether a transaction in Fund shares is a suitable transaction for
each Introduced Customer and whether an Introduced Customer is entitled to
receive any sales load breakpoints with respect to the purchase of the Fund
shares in which they are invested.
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2. Selling Procedures/Sales Materials
(a) "Sales Material," as used in this Agreement, shall include, without
limitation, promotional materials, sales literature, advertisements, press
releases, announcements, circulars, research reports, market letters,
performance reports or summaries, form letters, posters, signs and other similar
materials, whether in print, hypertext, video, audio or other media, and any
items derived from the foregoing, and including sales materials intended for
wholesale use (i.e., broker/dealer or advisor use only) or retail use.
(b) Neither BS&Co. nor Bear Xxxxxxx shall make any written
representations regarding a Fund without your prior written consent, except as
follows:
(i) BS&Co. and Bear Steams may make representations (including
oral representations) concerning the Funds or their securities
that are contained in the then-current prospectus or any Sales
Materials that you furnish relating to the Funds. You agree to
notify us in writing at the address specified in paragraph (c)
of any change to the prospectus or SAI of each Fund,
specifying such change, at least 10 days before making such
change, provided that if such notice is not reasonably
practicable, you may provide us with such notice within such
other period as is reasonable under the circumstances, but, in
any event, not later than concurrently with such change.
(ii) BS&Co. and Bear Steams may refer to any Fund as part of a list
of mutual funds available through an investment program that
BS&Co. or Bear Xxxxxxx sponsors.
(c) Based on the Sales Materials and then-current prospectus, BS&Co. and
Bear Xxxxxxx may prepare, or have a vendor prepare, material that describes and
analyzes information about each Fund ("Fund Profile"). BS&Co. or Bear Xxxxxxx
will provide the Distributor with a copy of each Fund Profile for the
Distributor's written approval, which approval the Distributor shall not
unreasonably withhold. Once the Distributor has approved a Fund Profile, BS&Co.
or Bear Steams will, in its discretion, decide how to use the Fund Profile,
which may include making it available to current and prospective Customers.
After receiving your initial approval of a Fund Profile, we will modify and/or
update that Fund Profile periodically and send it to you for approval. The Fund
Profile, as modified or updated, will be deemed approved upon receipt of the
Distributors written approval. Neither BS&Co. nor Bear Xxxxxxx shall be liable
to you with respect to any information contained in any approved Fund Profile.
(d) You or your designee agree to supply to us at your expense copies of
the then-current prospectus, SAI, shareholder materials, periodic reports and
proxy statements for each of the Funds and any printed supplemental material in
sufficient quantities upon our request. We agree to deliver copies of the above
materials to current and potential Customers in accordance with applicable law
and the rules of the Securities and Exchange Commission ("SEC"). Further, you or
your designee agree to provide to us with copies of the most recent amended or
supplemented prospectus and SAI of each Fund, and such other SEC filing as we
may request, in
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sufficient quantities upon our request. You shall send these materials to us at
Bear, Xxxxxxx Securities Corp., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Attention: Xxxxx Xxxxxxxx.
(e) You agree not to distribute any Sales Materials (other than copies
of the then-current prospectus) to any employee of BS&Co. or any other broker
that you know or have reason to know is an Introducing Broker unless the
distribution of such materials has been approved in writing by us. Neither
BS&Co. nor Bear Xxxxxxx assumes any responsibility or liability either for the
representations contained in or any omissions from any such materials or for
representations in or any omissions from the relevant then-current prospectus.
3. Redemption/Repurchase/Transfer of Fund Shares and Exchanges
(a) If we process orders from Customers for the redemption of shares by
a Fund or for repurchase by you, we agree to pay these Customers not less than
the applicable NAV (i.e., the currently quoted NAV minus any applicable sales
charges or redemption fees) determined as set forth in the then-current
prospectus of the Fund. You understand that we assume no responsibility or
liability for the determination of any Fund's NAV.
(b) We shall not withhold placing redemption or repurchase orders
received from Customers so as to profit ourselves as a result of such
withholding (e.g., by a change in a Fund's NAV from that used in determining the
public offering price to Customers).
(c) Redemption and repurchase orders are subject to such procedures as
may be mutually agreed upon from time to time, provided that any order that we
place regarding the redemption or repurchase of Fund shares is subject to your
or the Fund's transfer agent's timely receipt of all required documents.
(d) When shares of a Fund are held in the name of a Customer directly at
the Fund's transfer agent, and the Customer requests that the shares be
transferred to the name of Bear Xxxxxxx as nominee, you undertake to effect the
transfer as soon as practicable. You further agree to provide to us as soon as
practicable, upon our request, the account history in connection with processing
any such transfer request.
(e) Exchanges of shares between Funds will be effected in the manner and
subject to the restrictions and charges described in the then-current
prospectuses of the relevant Funds. The handling of exchanges will be further
subject to such other procedures as may be mutually agreed upon from time to
time.
4. Pricing Errors
You agree to notify us promptly whenever a material error, as defined in the
Funds' pricing error correction policy, is made in the pricing of shares of a
Fund and to indemnity us, hold us (and our affiliates, officers, directors,
agents and employees) harmless from and against, and pay promptly on demand any
and all losses (including, but not limited to, any losses suffered by our
clients), claims, damages, liabilities or expenses (including reasonable
attorneys' fees and expenses and any additional mutually agreed costs and
expenses related to the price correction,
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such as research costs, expenses related to developing computer software
specifically for the price correction, processing overtime and notices to
Customers) to which we or BS&Co. may become subject insofar as any such loss,
claim, damage, liability or expense arises out of or is based on any material
error, as defined in the Funds' pricing error correction policy or alleged
material error made in the pricing of shares of a Fund, in accordance with the
Funds' pricing error correction policy.
5. Compensation
We understand that you will compensate us in accordance with the terms set forth
below, as applicable, in the case of purchases made for Customers when:
(i) an order for the purchase of Fund shares is obtained by BS&Co.
or an Introducing Broker and we remit it to you;
(ii) a subsequent investment is made to an account established by
BS&Co. or an Introducing Broker; or
(iii) shares of a Fund are held by a Customer directly at the Fund's
transfer agent when we are listed as the broker-dealer of
record.
(a) Certain of the Funds may have adopted or may, in the future, adopt a
plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"). To the extent we provide services under the
terms of the Plan in connection with the sale of a Fund's shares or servicing of
the accounts of Customers, the Distributor shall pay us a fee as set forth in
Schedule A hereto and upon the terms and conditions as set forth in the Plan and
in the then-current prospectus of such Fund. The Distributor agrees to pay to us
any applicable Rule 12b-1 fees as stipulated in Schedule A hereto.
This Section 5 shall survive the termination of this Agreement with respect to
any unpaid obligations at the time of termination.
6. Broker-Dealer Registration and Licensing; NASD Membership; Status of
Bear Xxxxxxx
(a) Bear Xxxxxxx and the Distributor each represents and warrants that
(i) it is registered and/or licensed as a broker and/or dealer under federal and
applicable state laws and (ii) it is a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD").
(b) Bear Xxxxxxx and the Distributor each agrees to notify the other
immediately if it ceases to be registered or licensed as a broker or dealer or
fails to be a member in good standing of NASD. Expulsion or suspension of Bear
Xxxxxxx or the Distributor from the NASD will automatically terminate this
Agreement on the effective date of such expulsion or suspension.
(c) Bear Xxxxxxx and the Distributor each agrees to abide by the rules
and regulations of NASD, including, without limitation, Rule 2830 of the NASD
Conduct Rules.
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(d) You acknowledge that we, as a clearing broker, clear trades placed
by Introducing Brokers.
7. Compliance with Regulatory Requirements
You represent and warrant to us that:
(a) Each Fund has filed a registration statement (a "Registration
Statement") with the SEC relating to its shares under the Securities Act of
1933, as amended (the "1933 Act"), and the 1940 Act, including a prospectus and
an SAI. The Registration Statement (including the prospectus and the SAI)
conforms in all material respects to the requirements of the 1933 Act, the 1940
Act and the rules thereunder.
(b) To the extent required by law, each Fund is registered and its
shares are qualified for sale in all states and territories of the United States
unless we are notified in writing to the contrary. We may rely solely on such
representation in processing orders for Fund shares, but you assume no
responsibility or obligation as to BS&Co.'s or Introducing Broker's rights as
broker-dealers to sell shares of the Funds in any state or jurisdiction. We
acknowledge that BS&Co. and Introducing Brokers have represented that they will
comply with applicable federal and state laws and regulations in effecting
transactions in Fund shares.
(c) The then-current prospectus for each of the Funds contains such
disclosure with respect to fees paid and charges imposed in connection with the
sale of the Fund shares as is necessary to comply with the rules and regulations
of NASD, including, without limitation, disclosure of all compensation of the
type described in Section 5 hereof, as required by NASD Conduct Rule 2830. Such
fees and charges will be in compliance with the rules and regulations of NASD,
including, without limitation, NASD Conduct Rule 2830.
(d) Each investment adviser of a Fund is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended, and in any state
where registration is required.
(e) The Registration Statement (including the prospectus and SAI) and
any Sales Materials relating to the Fund do not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading.
(f) All Sales Materials will comply in all material respects with the
rules and regulations of the SEC, NASD and any states having such rules and
regulations and will be filed with NASD or the SEC and the relevant states as
required by the rules and regulations of NASD, the SEC and such states,
respectively.
(g) The foregoing representations and warranties will be true and
correct at all times during the term of this Agreement (with references to the
Registration Statement being deemed to refer to the Registration Statement in
effect at the time such reference is made and to the then-current prospectus of
the Fund).
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8. Limitation of Liability
(a) The parties to this Agreement shall not be liable for any error of
judgment or mistake of law or for any loss that you suffer in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of duties
or from reckless disregard of obligations and duties under this Agreement.
(b) In no case shall any party to this Agreement be responsible for any
incidental, consequential, indirect, exemplary, special or punitive damages that
it may suffer in connection with the matters to which this Agreement relates,
and the parties to this Agreement hereby irrevocably and unconditionally waive
any right to claim and recover any such damages, even if the waiving party
informed the other parties of the possibility or likelihood of such damages.
(c) In no case shall the parties to this Agreement be responsible for
any losses caused, directly or indirectly, by suspension of trading, wars, civil
disturbances, terrorism, strikes, natural calamities, labor or material
shortages, government restrictions, acts or omissions of exchanges, specialists,
markets, clearance organizations or information providers, loss of data, delays
in mails, delays or inaccuracies in the transmission of orders or information,
governmental, exchange or self-regulatory organization laws, rules or actions,
or any other causes beyond the control of the parties to this Agreement that may
prevent or delay the performance of our obligations.
9. Indemnification
(a) You agree to indemnify and hold harmless Bear Xxxxxxx, its
affiliates, officers, directors, agents, and employees of Bear Steams, and any
person who is or may be deemed to be a controlling person of Bear Xxxxxxx (each
a "Bear Steams Indemnified Person") and Introducing Brokers against any and all
losses, claims, damages, liabilities or expenses (including reasonable costs of
investigation and reasonable attorneys' fees and expenses) (collectively,
"Losses") to which a Bear Xxxxxxx Indemnified Person may become subject under
the 1933 Act, the 1940 Act, or otherwise, insofar as any such Losses (or actions
with respect thereto) arise out of, related to or are based on:
(i) any untrue statement of a material fact or alleged untrue
statement of a material fact contained in any Registration
Statement of any Fund (including any prospectus or SAI that is
part of any such Registration Statement) or any amendment or
supplement thereto or in any Sales Material relating to a Fund
provided to us or Introducing Brokers, as the case may be, by
you (whether or not we have approved the use of such Sales
Materials), or the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading. This
indemnity agreement will be in addition to any liability that
you may otherwise have. No indemnity by you hereunder shall
apply in respect of any prospectus, SAI or Sales
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Materials used at a time not authorized under the 1933 Act or
the regulations adopted thereunder, provided that you have
timely informed us in writing that there is no such
authorization;
(ii) any material breach by you of any representation or warranty
contained in this Agreement; or
(iii) any gross negligence or willful act or omission by you in
connection with the discharge of your obligations under this
Agreement.
(b) Subject to the limitations set forth in Section 8, we agree to
indemnify and hold harmless you, any Fund and any of the officers, directors,
trustees, employees and agents of you or the Fund, and any of their control
persons (each a "Fund Indemnified Person"), from and against any Losses to which
any Fund Indemnified Person may become subject insofar as such Losses (or
actions with respect thereto) arise solely out of or are based solely upon:
(i) any material breach by us of any representation or warranty
contained in this Agreement; or
(ii) any gross negligence or willful act or omission by us in
connection with the discharge of our obligations under this
Agreement.
(c) (i) If a Bear Xxxxxxx Indemnified Person or a Fund Indemnified
Person (an "Indemnified Person") seeks indemnity under this
Section 9, the Indemnified Person shall, promptly after
receipt of notice of commencement of any action, suit or
proceeding against the Person (collectively, the "Action"),
give written notice of the commencement of the Action to us or
to you (as the case may be) (the "Indemnifying Party"), but
the omission so to notify the Indemnifying Party shall not
relieve that Party from any such obligation that it may
otherwise have except to the extent such failure by an
Indemnified Person to provide notice has irrevocably
prejudiced the Indemnifying Party.
(ii) In case written notice of an Action shall be so given, the
Indemnifying Party shall be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the
defense of such action, in which event such defense shall be
conducted by counsel (satisfactory to the Indemnified Person)
chosen by the Indemnifying Party; provided, however, that the
Indemnifying Party shall not have the right to assume the
defense of any action in which the named parties (including
any implied parties) include both the Indemnifying Party and
an Indemnified Person and in which counsel to either the
Indemnifying Party or the Indemnified Person has advised that
there may be legal defenses available to the Indemnified
Person that differ in nature or number from those available to
the Indemnifying Party.
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(iii) If the Indemnifying Party does not elect to assume the defense
of such action and in cases where separate counsel is retained
because of the availability of different defenses, the
Indemnifying Party will reimburse the Indemnified Person for
the reasonable fees and expenses of any counsel retained by
that Person. Payment (other than the reimbursement of the
Indemnified Person's legal and other related fees and
expenses, which will be payable to the Indemnified Person upon
receipt of the Indemnified Person's invoice related to those
fees and expenses) shall be made upon any final determination
of liability resulting from such claim or misstatement or
omission by a court, panel of arbitrators, administrative
agency or self-regulatory organization, or upon any settlement
of any dispute, the subject of which involves such a claim.
(iv) In any action in which the Indemnifying Party has elected to
assume the defense, the Indemnified Person shall bear the fees
and expenses of any additional counsel that the Person
retains, unless either the Indemnifying Party or the
Indemnified Person has retained separate counsel because there
are legal defenses available to the Indemnifying Party that
differ in nature or number from those available to the
Indemnified Person, in which case the Indemnifying Party shall
bear the fees and expenses of the Indemnified Person's counsel
as well.
(d) This Section 9 shall survive the termination of this Agreement.
10. Termination and Assignment
Either party hereto may terminate this Agreement upon 30 days' prior written
notice to the other. This Agreement shall be in substitution of any prior
agreement between the parties hereto regarding the distribution of Fund shares.
Neither party may assign this Agreement if the assignment would result in the
termination of this Agreement under federal law. You may, upon 30 days prior
written notice to us, assign this Agreement to your affiliates, subsidiaries or
companies under common control. We may assign this Agreement to our affiliates,
subsidiaries or companies under common control without your consent, upon
written notice to you.
11. Miscellaneous
(a) Neither BS&Co. nor Bear Xxxxxxx is acting as underwriter or
principal for Fund shares under this Agreement, and neither such party is in any
way responsible for the manner of your performance or for any of your acts or
omissions in connection therewith. In any transaction in Fund shares under this
Agreement (other than transactions for our own account or the account of an
Introducing Broker), we, BS&Co. or the Introducing Broker act solely as agent
for Customers, provided that, we shall be your limited agent for the purpose of
receiving, through BS&Co. or Introducing Brokers, purchase, sale and exchange
orders for Fund shares from Customers. Nothing shall constitute us as a
syndicate, association, joint venture, partnership, unincorporated business, or
other separate entity or otherwise partners with you.
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(b) Each Fund reserves the right in its discretion and you reserve the
right, in your discretion and without notice to us, subject to applicable law,
to suspend sales or redemptions or to withdraw the offering of shares of the
Fund.
(c) All communication and notices shall be sent to us at our offices at
Bear, Steams Securities Corp., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Attention: Xxxxx Xxxxxxxx (facsimile number 917-849-0670), and to you at the
address you have provided at the end of this Agreement. Notice shall be deemed
to have been given on the date it was either delivered personally to the other
party or was either received by express delivery or facsimile by the other party
at his or her address specified in this Agreement. Either party may change the
address to which communications and notices to it shall be sent by giving notice
thereof in accordance with this provision.
(d) We may amend this Agreement in writing by mutual consent, at any
time and from time to time, to add additional Fund(s) to Schedule A hereof by
delivery to you of a new or amended Schedule A containing the names of the
additional Fund(s). However, such amendment shall only become effective and part
of this Agreement and be deemed binding upon the first sale by us of any shares
of such additional Fund.
(e) This Agreement shall become effective as of the date when it is
executed and dated by you below. This Agreement shall be governed by the laws of
the State of New York without giving effect to conflict of law principles,
provided that no provision of this Agreement shall be construed in a manner not
consistent with the 1940 Act or any rule or regulation thereunder.
(f) If a dispute arises between us and you with respect to this
Agreement that the parties are unable to resolve themselves, it shall be settled
by arbitration in accordance with the then current NASD Code of Arbitration
Procedure (the "NASD Code"). The parties hereto agree, that (i) to the extent
permitted by the NASD Code, the arbitrator(s) shall be selected from the
securities industry, (ii) any such arbitration shall be conducted in New York,
New York, and (iii) judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
(g) Notwithstanding any provision herein to the contrary, each party
hereto agrees that any Nonpublic Personal Information, as defined under Section
248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed by a party hereunder is for the
specific purpose of permitting the other party to perform the services set forth
in this Agreement. Each party agrees that, with respect to such information, it
will comply with Regulation S-P and the Act and that it will not disclose any
Nonpublic Personal Information received in connection with this Agreement to any
other party, except to the extent necessary to carry out the services set forth
in this Agreement or as otherwise permitted by Regulation S-P or the Act.
(h) Each party agrees to preserve the confidentiality of any and all
materials and information furnished by the other party in connection with this
Agreement and undertakes to not use such information or disclose such
information to any third party except in connection with
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the functions performed by it pursuant to this Agreement. The parties agree that
the provisions of this paragraph shall not apply to any information that is: (i)
independently developed by the receiving party, provided the receiving party can
satisfactorily demonstrate such independent development with appropriate
documentation; (ii) known to the receiving party prior to disclosure by the
disclosing party; (iii) lawfully disclosed to the receiving party by a third
party not under a separate duty of confidentiality with respect thereto to the
disclosing party; (iv) required to be disclosed under applicable law, regulatory
inquiry or judicial process; or (v) otherwise publicly available through no
fault or breach by the receiving party.
(i) We represent that The Bear Xxxxxxx Companies, Inc. ("TBSCI") has
policies, procedures and internal controls in place to ensure its compliance
with the provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act
("AML Law"), that are applicable to us and BS&Co., and that it maintains a
customer identification program, as required by Section 326 of the USA PATRIOT
Act, with respect to BSC Customers, that includes reasonable procedures to
determine whether "Customers" (as such term is defined in said Section 326) who
purchase shares are named on a list of prohibited countries, territories,
entities and individuals maintained by the U.S. Treasury Department's Office of
Foreign Assets Control (xxx.xxxxx.xxx/xxxx). You may rely on TBSCI's
administration of its customer identification program, except to the extent that
you are precluded by law (e.g., the rules, regulations or executive orders
issued by the US Treasury that are administered by OFAC) from such reliance such
as, at present and solely by way of example, reliance upon our screening
customers against government lists of prohibited persons. We further represent
that we obtain written undertakings from our Introducing Brokers to comply with
AML Law to know their Customers, their source and use of funds, and to monitor
for and report suspicious activities.
You represent that you have policies, procedures and internal controls in place
to ensure your compliance with the applicable provisions of AML Law.
Each party will re-certify its AML representation to the other party on an
annual basis, upon reasonable written request of the other party.
(j) Each party hereby represents and warrants that: (a) it is a
corporation, partnership or other entity duly organized and validly existing in
good standing under the laws of the jurisdiction in which it is organized; (b)
the execution and delivery of this Agreement and the performance of the
transactions contemplated hereby have been duly authorized by all necessary
action and all other authorizations and approvals (if any) required for its
lawful execution, delivery and performance have been obtained; and (c) upon the
due and valid execution and delivery of this Agreement by both parties, this
Agreement will constitute a valid and binding agreement, enforceable against
both parties in accordance with its terms.
(k) We will (i) maintain all records required by law and, upon request
by you, promptly make such of these records available to you, as you may
reasonably request in connection with your operations, subject to any obligation
to keep such records confidential under applicable laws, rules or regulations,
including without limitation, Regulation S-P under the Securities Exchange Act
of 1934, or any of our internal privacy policies and procedures dealing with
institutional clients not covered by Regulation S-P; and (ii) upon request by
you,
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notify you if we have experienced any difficulty in maintaining the records
described in the foregoing clauses in an accurate and complete manner.
Bear, Xxxxxxx Securities Corp.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------
Xxxxx Xxxxxxx
Service Managing Director
Accepted:
The RBB Fund, Inc.
Firm Name
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Xxxxxx X. Xxxxx
Name
President
Title
Address: 000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Facsimile Number: (000) 000-0000
Date: November 17, 2005
PFPC Distributors, Inc.
Firm Name
By: /s/Xxxxx XxXxxxxxx
--------------------------------------------
Xxxxx XxXxxxxxx
Name
Vice President
Title
Address: 000 Xxxxx Xxxx
Xxxx xx Xxxxxxx, XX 00000
Facsimile Number: (000) 000-0000
Date: November 14, 2005
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[GRAPHIC APPEARS HERE]
SCHEDULE A
In addition to other fees to which Bear Steams may be entitled, Bear Xxxxxxx
shall receive fees at an annual rate set forth below in respect of the following
shares payable pursuant to Rule 12b-1 under the Investment Company Act of 1940.*
Investor Shares
12b-1 Fee: 0.25 of 1% Annually
Robeco Boston Partners All Cap Value Fund
Robeco Boston Partners Large Cap Value Fund
Robeco Boston Partners Mid Cap Value Fund
Robeco Boston Partners Small Cap Value Fund II (Closed to new investors)
Robeco Boston Partners Long/Short Equity Fund (Closed)
Institutional Shares
No 12b-1 Fees
Robeco Boston Partners All Cap Value Fund
Robeco Boston Partners Large Cap Value Fund
Robeco Boston Partners Mid Cap Value Fund
Robeco Boston Partners Small Cap Value Fund II (Closed to new investors)
Robeco Boston Partners Long/Short Equity Fund (Closed)
Robeco WPG Core Bond Fund
Robeco WPG Large Cap Growth Fund
Robeco WPG Tudor Fund
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* Rule 12b-1 fees will be paid quarterly within one month following the end of
each calendar quarter after Bear Steams supplies services to its customers who
purchase Shares. These fees are based on the average daily net asset value of
the Shares during the period covered by the payment. Bear Steams will not
receive payment of any fees for any quarterly period if Bear Steams is entitled
to less than $1,000. To the extent that the Distributor is required to waive any
portion of the Rule 12b-1 fees payable to the Distributor by The RBB Fund, Inc.,
Bear Xxxxxxx shall waive a proportionate share of the Rule 12b-1 fees payable to
Bear Steams hereunder.
