EIGHTH AMENDMENT TO THE AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
EIGHTH AMENDMENT TO THE
AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
THIS EIGHTH AMENDMENT, effective as of the last date in the signature line, to the Amended and Restated Fund Administration Servicing Agreement, dated as of June 30, 2019 (the “Agreement”), is entered into by and between THE RBB FUND, INC., a Maryland corporation, (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the Company and USBFS desire to amend Exhibit A of the Agreement, the funds list of the Company, to add and remove Funds to its series; and
WHEREAS, the Parties desire to amend the fee schedule on Schedules I and II of the Agreement; and
WHEREAS, the Parties desire to amend the term within Section 11 of the Agreement; and
WHEREAS, Section 11 of the Agreement provides that the Agreement may be amended by written agreement executed by both parties, and authorized or approved by the Board of Directors of the Company.
NOW, THEREFORE, the parties agree to amend and restate Exhibit A of the Agreement for the purposes of
(1) adding the SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF to the Agreement; and
(2) removing the Orinda Income Opportunities Fund and SGI Conservative Fund from the Agreement; and
(3) Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto; and
(4) Schedule I of the Agreement is hereby superseded and replaced with Schedule I attached hereto; and
(5) Schedule II of the Agreement is hereby superseded and replaced with Schedule II attached hereto; and
(6) Section 11 of the Agreement is hereby superseded and replaced with the following:
This Agreement shall become effective as of the date first written above and will continue in effect for a period of four (4) years. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties. Subsequent to the end of the four (4) year period, this Agreement continues until one party gives 90 days prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. However, this cure period only applies to the first two such breaches of the same material term of this Agreement. Either party may terminate this Agreement after the third such breach of the same material term of this Agreement. In addition, the Company may, at any time, immediately terminate this Agreement upon its “assignment” as defined under the1940 Act. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Company, and authorized or approved by the Board of Directors.; and
(7) Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| THE RBB FUND, INC. | U.S. BANK NATIONAL ASSOCIATION | ||||
| By: | /s/ Xxxxx X. Xxxx | By: | /s/ Xxxxx Xxxxxx | ||
| Printed Name: | Xxxxx X. Xxxx | Printed Name: | Xxxxx Xxxxxx |
Title: |
CFO/Treasurer & Secretary |
Title: |
SVP |
||
| Date: | 7/1/2022 | Date: | 7/11/22 |
Amended Exhibit A to the Amended and Restated Fund Administration Servicing Agreement
The separate Mutual Fund Series and ETF Series of the RBB Fund, Inc. and Certain Related Entities
| Abbey Capital Futures Strategy Fund |
| Abbey Capital Master Offshore Fund Limited |
| Abbey Capital Multi Asset Fund |
| Abbey Capital Offshore Fund SPC |
| Abbey Capital Onshore Series LLC |
| ACMAF Master Offshore Limited |
| ACMAF Offshore SPC |
| ACMAF Onshore Series LLC |
| Adara Smaller Companies Fund |
| Aquarius International Fund |
| Boston Partners All-Cap Value Fund |
| Boston Partners Emerging Markets Dynamic Equity Fund |
| Boston Partners Emerging Markets Fund |
| Boston Partners Emerging Markets Long/Short Offshore Fund Ltd. |
| Boston Partners Global Equity Fund |
| Boston Partners Global Long/Short Fund |
| Boston Partners Global Sustainability Fund |
| Boston Partners Long/Short Equity Fund |
| Boston Partners Long/Short Research Fund |
| Boston Partners Small Cap Value Fund II |
| Xxxxxxxx Systematic Macro Fund |
| Xxxxxxxx Systematic Macro Offshore Limited |
| DriveWealth Power Saver ETF |
| DriveWealth Steady Saver ETF |
| Free Market Fixed Income Fund |
| Free Market International Equity Fund |
| Free Market US Equity Fund |
| Xxxxxx Money Fixed Income VI Portfolio |
| Xxxxxx Money International Equity VI Portfolio |
| Xxxxxx Money U.S. Equity VI Portfolio |
| Motley Fool 100 Index ETF |
| Motley Fool Capital Efficiency 100 Index ETF |
| Motley Fool Global Opportunities ETF |
| Motley Fool Mid-Cap Growth ETF |
| Motley Fool Next Index ETF |
| Motley Fool Small-Cap Growth ETF |
| Optima Strategic Credit Fund |
| SGI Dynamic Tactical ETF |
| SGI Global Equity Fund |
| SGI Peak Growth Fund |
| SGI Prudent Growth Fund |
SGI Small Cap Core Fund SGI U.S. Large Cap Core ETF |
| SGI U.S. Large Cap Equity Fund |
| SGI U.S. Large Cap Equity VI Portfolio |
| SGI U.S. Small Cap Equity Fund |
| Stance Equity ESG Large Cap Core ETF |
| WPG Partners Select Small Cap Value Fund |
| WPG Partners Small/Micro Cap Value Fund |
| YieldX Diversified Income ETF |
SCHEDULE I to the Amended and Restated Fund Administration Servicing Agreement – The RBB Fund, Inc.
Fund Accounting, Fund Administration Fee Schedules as of July 2022
Fee Schedule for each Mutual Fund Series added to The RBB Fund, Inc. (the “Company”)
Annual Fee Based Upon Average Net Assets on the Fund Complex*
[ ] basis points on the first $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the next $[ ]
[ ] basis points on the balance
Complex Minimum $[ ] (Annual minimum fee based on [ ] funds in the fund complex. Complex minimum will adjust by $[ ] for each fund open or closed.)
Services Included in Annual Fee on Complex
| ■ | Advisor Information Source – On-line access to portfolio management and compliance information. |
| ■ | Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting. |
| ■ | Fund Services Regulatory Administration (e.g., registration statement update) |
| ■ | Section 15(c) reporting |
| ■ | Electronic Board book portal (BookMark) |
Pricing Services
| ■ | $[ ] - Domestic Equities, Options, ADRs, Foreign Equities |
| ■ | $[ ] - Domestic Corporates, Convertibles, Governments, Agencies, Futures, Options on Futures, Forwards, Currency Rates, Mortgage Backed |
| ■ | $[ ] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies, Asset Backed, High Yield |
| ■ | $[ ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps |
| ■ | $[ ] - Bank Loans |
| ■ | $[ ] - Swaptions |
| ■ | $[ ] - Credit Default Swaps |
| ■ | $[ ] per Month Manual Security Pricing (>[ ] per day) |
Fair Value Services (Charged at the Complex Level)
| ■ | $[ ] per security on the First [ ] Securities |
| ■ | $[ ] per security on the Balance of Securities |
NOTE: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.
Corporate Action Services
| ■ | $[ ] per Foreign Equity Security per Month |
| ■ | $[ ] per Domestic Equity Security per Month |
Factor Services (security paydown factor data)
| ■ | $[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month |
Third Party Administrative Data Charges (descriptive data for each security)
| ■ | $[ ] per security per month for fund administrative |
Prices above are based on using U.S. Bancorp standard data pricing services and are subject to change.
SEC Modernization Requirements
| ■ | Form N-PORT – $[ ] per year, per Fund |
| ■ | Form N-CEN – $[ ] per year, per Fund |
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Xxxxx’x, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.
Additional Services
Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, and additional services mutually agreed upon.
In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).
Fees are calculated pro rata and billed monthly.
SCHEDULE II to the Amended and Restated Fund Administration Servicing Agreement – The RBB Fund, Inc.
Fee Schedule for the ETF Series added to The RBB Fund, Inc. (the “Company”)
Base Fee for Accounting, Administration and Transfer Agent Services July 2022
The following reflects the greater of the basis point fee or annual minimum for series of the Fund Complex*
| Annual Minimum per Fund | Basis Points on Company AUM |
| Waived | [ ] basis points on the first $[ ] |
| [ ] basis points on the next $[ ] | |
| [ ] basis points on the next $[ ] | |
| [ ] basis points on the balance |
Accounting, Administration, Transfer Agent Services in addition to the Base Fee
Pricing Services
For daily pricing of each securities (estimated [ ] pricing days annually)
| ■ | $[ ] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs |
| ■ | $[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds |
| ■ | $[ ] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield |
| ■ | $[ ] – Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps |
| ■ | $[ ] – Bank Loans |
| ■ | $[ ] – Swaptions |
| ■ | $[ ] – Credit Default Swaps |
| ■ | $[ ] per Month Manual Security Pricing (>[ ] per day) |
Fair Value Services (Charged at the Complex Level)
| ■ | $[ ] per security on the First [ ] Securities |
| ■ | $[ ] per security on the Balance of Securities |
NOTE: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action Services
Fee for IDC data used to monitor corporate actions
| ■ | $[ ] per Foreign Equity Security per Month |
| ■ | $[ ] per Domestic Equity Security per Month |
Factor Services (security paydown factor data)
| ■ | $[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month |
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
| ■ | $[ ] per security per month for fund administrative |
SEC Modernization Requirements
| ■ | Form N-PORT – $[ ] per year, per Fund |
| ■ | Form N-CEN – $[ ] per year, per Fund |
Legal Services Proposal – In support of external legal counsel at July, 2022
Drafting SEC exemptive order application for active and/or passively-managed ETF(s), multi-manager relief or other requested relief.
| ■ | Passively Managed ETF Relief $[ ] |
| ■ | Actively Managed ETF Relief $[ ] |
Note: External legal costs are NOT included in the above fee.
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
| ■ | Postage, if necessary |
| ■ | Federal and state regulatory filing fees |
| ■ | Expenses from Board of Director meetings |
| ■ | Third party auditing |
| ■ | XXXXX/XBRL filing |
| ■ | All other Miscellaneous expenses |
Exemptive order application services project fee is paid for by the adviser and not the Fund(s). This fee is not able to be recouped by the adviser under the expense waiver limitation or similar agreement.
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Portfolio Composition File (PCF) management services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.
Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).
Fees are calculated pro rata and billed monthly
