Exhibit (h)(68)
THE RBB FUND, INC.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
SHAREHOLDER SERVICING AGREEMENT
Gentlemen:
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 OOO Common Stock, par value
$.001 per share ("Class OOO 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 OOO Shares:
(i) aggregating and processing purchase and redemption requests for Class OOO
Shares from Clients and placing net purchase and redemption orders with our
transfer agent, PFPC Inc.; (ii) providing Clients with a service that invests
the assets of their account in Class OOO Shares pursuant to specific or
pre-authorizing instructions; (iii) processing dividend payments from us on
behalf of Clients; (iv) providing information periodically to Clients showing
their positions in Class OOO 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 OOO 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; (ix) responding to Client inquires
relating to dividends and distributions; (x) responding to Client inquires
relating to Client account statements; (xi) responding to Client inquires
relating to shareholder communications from us to Clients; (xii) providing
Clients with information relating to developments affecting their Class OOO
Shares; and (xiii) 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) any fees charged by you to your
Clients in connection with the investment of their assets in Class OOO Shares
will be disclosed to your Clients; (b) you will retain payments received by you
hereunder only if an investment in Class OOO 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 of your officers, employees or agents
are authorized to make any representations concerning us or Class OOO Shares
except those contained in our then current prospectus for such Class OOO Shares,
copies of which will be supplied by us, or caused to be supplied by our
distributor, 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
PFPC Distributors, Inc. 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 OOO 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 OOO Shares beneficially owned by your Clients for whom you are the dealer
of record or holder of record or with whom you have a servicing relationship
(the "Clients' Class OOO 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 OOO Shares will be computed
in the manner specified in your registration statement (as the same is in effect
from time to time) in connection with the computation of the net asset value of
Class OOO Shares for purposes of purchases and redemptions. The fee rate stated
above may be prospectively increased or decreased by us, at our sole discretion,
at any time upon notice to you. We may, in our discretion and without notice,
suspend or withdraw the sale of Class OOO 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
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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 be effective as of March 1, 2002.
Unless sooner terminated, this Agreement will continue until March 1, 2003 and
thereafter will continue automatically for successive annual periods ending on
March 1, 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
Amended and Restated Non-12b-1 Shareholder Services Plan adopted by us regarding
the provision of support services to the beneficial owners of Class OOO Shares
or in any agreements related thereto ("Disinterested Directors"), cast in person
at a meeting called for the purpose of voting on such approval.
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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 PFPC Distributors, Inc., 0000 Xxxxxxx Xxxxx, Xxxx xx Xxxxxxx,
Xxxxxxxxxxxx 00000.
Very truly yours,
THE RBB FUND, INC.
Date: April 3, 2002 By: /s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx
Authorized Officer
Accepted and Agreed to:
XXXXX INVESTMENT MANAGEMENT, L.P.
Address: 00 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Date: March 7, 2002 By: /s/ Xxxx X. Xxxxx, Xx.
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Name: Xxxx X. Xxxxx, Xx.
Title: President
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