Fund of Funds Investment Agreement
Fund of Funds Investment Agreement
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of [●], 20[●], is between The RBB Fund, Inc. (the “Company”), a Maryland corporation, on behalf of its separate series listed on Schedule A hereto (each, an “Acquired Fund”), severally and not jointly, and [●], a [●] [organized/incorporated] under the laws of [●] (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”).
WHEREAS, each Acquiring Fund and Acquired Fund is an open-end management investment company that is registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 (the “1940 Act”);
WHEREAS, Sections 12(d)(1)(A) of the 1940 Act generally limit the ability of a registered investment company to invest in shares of another registered investment company and Section 12(d)(1)(B) of the 1940 Act limits the extent to which a registered open-end investment company, its principal underwriter, or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, the Company is operated as a series investment company, and each Acquired Fund is a series of the Company, having its own assets and liabilities and investing in securities in accordance with its own investment objectives and policies, as described in the registration statements for the Acquired Funds and the Company; and
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) generally permits registered investment companies, such as the Acquiring Fund, to invest in shares of other registered investment companies in excess of the limitations under Sections 12(d)(1)(A) subject to certain terms and conditions of the Rule; and
WHEREAS, the Acquiring Fund may, from time to time, invest in shares of one or more the Acquired Funds in excess of the limitations under Sections 12(d)(1)(A) in reliance on the Rule.
NOW, THEREFORE, in consideration of the potential benefits to the Funds arising out of the investment by the Acquiring Fund in an Acquired Fund, the Funds agree as follows:
| 1. | Terms of Investment |
a) In order to help reasonably address the risk of undue influence on an Acquired Fund by the Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, the Acquiring Fund and the Acquired Fund agree as follows:
(A) In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind.
(B) Timing/advance notice of redemptions. The Acquiring Fund will use reasonable efforts to spread large redemption requests over multiple days and/or to provide advance notification of redemption requests to an Acquired Fund whenever practicable and consistent with the Acquired Fund’s best interests.
(C) Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.
b) In order to assist the Acquiring Fund’s investment adviser with assessing the impact of fees and expenses associated with an investment in the Acquired Fund, the Acquired Fund shall provide the Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.
| 2. | Representations and Obligations of the Acquired Funds |
Each Acquired Fund agrees to:
(a) comply with the terms and conditions of the Rule and this Agreement;
(b) promptly notify the Acquiring Fund if the Acquired Fund fails to comply with the terms and conditions of the Rule with respect to an investment by the Acquiring Fund, or this Agreement;
(c) adopt policies and procedures reasonably designed to prevent violations of the Rule; and
(d) provide, subject to applicable law, the Acquiring Fund and its investment adviser (and, if applicable, subadviser) with information reasonably requested by the Acquiring Fund and its investment adviser (and, if applicable, subadviser) to comply with the terms and conditions of the Rule, including information on the fees and expenses of the Acquired Fund.
| 3. | Representations and Obligations of the Acquiring Fund |
The Acquiring Fund agrees to:
| (a) | comply with the terms and conditions of the Rule and this Agreement; |
(b) promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of the Rule with respect to its investment in an Acquired Fund, or this Agreement; and
| (c) | adopt policies and procedures reasonably designed to prevent violations of the Rule; and |
| (d) | provide, subject to applicable law, the Acquired Fund and its investment adviser (and, if applicable, subadviser) with information reasonably requested by the Acquired Fund and its investment adviser (and, if applicable, subadviser) to comply with the terms and conditions of the Rule, including information on the Acquiring Fund’s scale of investment in the Acquired Fund. |
| 4. | Condition to Initial Purchase in Reliance on Rule 12d1-4 |
The Acquiring Fund and each Acquired Fund agree that, prior to the initial acquisition by the Acquiring Fund of shares of the Acquired Fund in reliance on the Rule, the investment adviser (or, if applicable, subadviser) to each of the Acquiring Fund and the Acquired Fund must make in writing the findings required by the Rule.
| 5. | Indemnification |
(a) The Acquiring Fund agrees to hold harmless, indemnify and defend each Acquired Fund, including any principals, directors or trustees, officers, employees and agents (“Acquired Fund Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund, including any Acquired Fund Agents, to the extent such Claims result from: (i) a violation of any provision of this Agreement or (ii) a violation of the terms and conditions of the Rule, in each case by the Acquiring Fund, its principals, directors or trustees, officers, employees, agents, or advisers.
(b) Each Acquired Fund agrees to hold harmless, indemnify and defend the Acquiring Fund, including any principals, directors or trustees, officers, employees and agents (“Acquiring Fund Agents”), against and from any and all Claims asserted against the Acquiring Fund, including any Acquiring Fund Agents, to the extent such Claims result from: (i) a violation of any provision of this Agreement or (ii) a violation of the terms and conditions of the Rule, in each case by the Acquired Fund, its principals, directors or trustees, officers, employees, agents, advisers or if applicable, subadvisers.
(c) In any action involving the Acquired Funds under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other series of the Company.
(d) Any indemnification pursuant to this Section shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending the applicable Claims. This Section shall survive any termination of this Agreement.
| 6. | Notices |
Except as otherwise noted, all notices, including all information that either party is required to provide under the terms of this Agreement, shall be in writing and shall be delivered to the contact identified below (which may be changed from time to time upon written notice to the other party) by (i) Federal Express or other comparable overnight courier; (ii) registered or certified mail, postage prepaid, return receipt requested; (iii) facsimile with confirmation during normal business hours; or (iv) e-mail (to all parties set forth below). All notices, demands or requests so given will be deemed given when actually received.
If to the Acquired Funds:
The RBB Fund, Inc.
Attn: Xxxxx X. Xxxx, Chief Operating Officer
c/o U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Milwaukee, WI 53202
Tel: (000) 000-0000
If to the Acquiring Fund:
[●]
Attn: [●]
Tel: [●]
Fax: [●]
Email: [●]
| 7. | Term and Termination; Assignment; Amendment; Governing Law |
(a) This Agreement shall be effective for the duration of each Acquired Fund’s and the Acquiring Fund’s reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in an Acquired Fund made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b).
(b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits.
(c) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void.
(d) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
(e) This Agreement may be amended only by a writing that is signed by each affected party. No amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing and signed by a duly authorized representative of each party.
(f) This Agreement will be governed by laws of Delaware without regard to choice of law principles.
| 8. | Miscellaneous |
(a) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.
(b) If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, if the essential terms and conditions of this Agreement for both parties remain valid, legal and enforceable.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| THE RBB FUND, INC., ON BEHALF OF THE | |
| ACQUIRED FUNDS | |
| Print Name: | |
| Title: | |
| [ACQUIRING FUND] | |
| Print Name: | |
| Title: | |
Appendix A
[Name of Acquired Funds]
