INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
(Money Market Portfolio)
AGREEMENT made as of June 30, 2011 between THE RBB
FUND, INC., a Maryland corporation (herein called the
"Company"), and BLACKROCK ADVISORS, LLC, a Delaware limited
liability company (herein called the "Investment Advisor").
WHEREAS, the Company is registered as an open-end,
diversified, management investment company under the
Investment Company Act of 1940 (the "1940 Act") and currently
offers shares representing interests in eighteen separate
investment portfolios; and
WHEREAS, the Company desires to retain the Investment
Advisor to render investment advisory and administration
services with respect to the Company's Money Market Portfolio
(the "Portfolio"), and the Investment Advisor is willing to so
render such services,
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, and intending to be legally
bound hereby, it is agreed between the parties hereto as
follows:
1. Appointment. The Company hereby appoints the Investment
Advisor to act as investment advisor to the Company for the
Portfolio for the period and on the terms set forth in this
Agreement. The Investment Advisor accepts such appointment and
agrees to render the services herein set forth, for the
compensation herein provided. The Company's Common Stock,
$.001 par value (the "Shares") has been classified into one
hundred and thirty-three different classes of Common Stock.
The Portfolio contains two classes of Shares: the Class I
Shares and the Class L Shares.
2. Delivery of Documents. The Company has furnished the
Investment Advisor with copies properly certified or
authenticated of each of the following:
(a) Articles of Incorporation of the Company, filed
with the Secretary of State of Maryland on
February 29, 1988, as amended (such Articles of
Incorporation, as presently in effect and as they shall
from time to time be amended, herein
called the "Articles of Incorporation");
(b) Articles Supplementary of the Company, filed with
the Secretary of State of the State of Maryland on
March 24, 1988 and all further Articles of
Supplementary filed with the State of Maryland
("Articles Supplementary");
(c) By-Laws of the Company, as amended (such By-Laws,
as presently in effect and as they shall from
time to time be amended, herein called the "By-Laws");
(d) Resolutions of the Board of Directors of the
Company authorizing the appointment of the Investment
Advisor and the execution and delivery of this
Agreement;
(e) A copy of each Distribution Agreement between the
Company and the Company's principal underwriter (the
"Distributor") relating to any class of Shares
representing interests in the Portfolio and the form
of each related Dealer Agreement, if any, for broker-
dealers participating in the distribution of any
class of Shares representing interests in the
Portfolio ("Participating Dealers");
(f) Each Plan of Distribution pursuant to Rule
12b-1 under the 1940 Act, if any, relating to any
class of Shares representing interests in the
Portfolio;
(g) Each Shareholder Servicing Agreement, if any,
relating to any class of Shares representing
interests in the Portfolio;
(h) Each Non-12b-1 Shareholder Services Plan, if
any, relating to any class of Shares representing
interests in the Portfolio;
(i) Notification of Registration of the Company
under the 1940 Act on Form N-8A as filed with the
Securities and Exchange Commission ("SEC") on March
24, 1988 and all amendments thereto;
(j) The initial Registration Statement of the Company
on Form N-lA under the Securities Act of 1933 (the
"1933 Act") (File No. 33-20827) and under the 1940
Act filed with the SEC on March 24, 1988 relating to
the Shares, and all amendments thereto (the
"Registration Statement"); and
(k) Each Prospectus relating to any class of Shares
representing interests in the Portfolio in effect
under the 1933 Act (such prospectuses, as presently
in effect and as they shall from time to time be
amended and supplemented, are herein collectively
called the "Prospectuses").
The Company will furnish the Investment Advisor from
time to time with copies, properly certified or authenticated,
of all amendments of or supplements to the foregoing, if any.
3. Management of the Portfolio. Subject to the
supervision of the Board of Directors of the Company, the
Investment Advisor will provide for the overall management of
the Portfolio, including (i) the provision of a continuous
investment program for the Portfolio, including investment
research and management with respect to all securities,
investments, cash and cash equivalents in the Portfolio, (ii)
the determination from time to time of what securities and
other investments will be purchased, retained or sold by the
Company for the Portfolio, (iii) the placement of orders for
all purchases and sales made for the Portfolio, and (iv)
coordination of contractual relationships and communications
between the Company and its contractual service providers. The
Investment Advisor will provide the services rendered by it
hereunder in accordance with the investment objectives,
restrictions and policies of the Portfolio as stated in the
applicable Prospectus and the applicable statement of
additional information contained in the Registration
Statement. The Investment Advisor further agrees that it will
maintain all books and records with respect to the securities
transactions of the Portfolio, keep its respective books of
account and will render to the Company's Board of Directors
such periodic and special reports as the Board may request.
To the extent permitted by applicable law and
subject to approval by the Company's Board of Directors
but not the approval by a vote of the outstanding voting
securities of the Portfolio, the Investment Advisor may from
time to time, enter into contracts with one or more sub-
advisors, including without limitation, affiliates of the
Investment Advisor, to perform investment sub-advisory
services with respect to the Portfolio. In addition, to the
extent permitted by applicable law, the Investment Advisor
may reallocate all or a portion of its investment advisory
responsibilities under this Agreement to any of its
affiliates. The Investment Advisor shall supervise and
oversee the activities of each sub-advisor under its sub-
advisory contract on behalf of the Portfolio. Subject to
approval by the Company's Board of Directors, the
Investment Advisor may terminate any or all sub-advisors in
its sole discretion at any time to the extent permitted by
applicable law.
4. Brokerage. The Investment Advisor may place orders
either directly with the issuer or with any broker or dealer.
In placing orders with brokers and dealers, the Investment
Advisor will attempt to obtain the best net price and the most
favorable execution of its orders. In placing orders with such
broker or dealer, the Investment Advisor will consider the
experience and skill of the firm's securities traders as well
as the firm's financial responsibility and administrative
efficiency. Consistent with this obligation, when the
execution and price offered by two or more brokers or dealers
are comparable, the Investment Advisor may, in its discretion,
purchase and sell the Portfolio's securities to and from
brokers and dealers who provide the Company with research
advice and other services. In no instance will the Portfolio's
securities be purchased from or sold to the Distributor, the
Investment Advisor or any affiliated person thereof, except to
the extent permitted by SEC exemptive order or by applicable
law.
5. Administration Services.
(a) The Investment Advisor will perform the
following administration and accounting
functions on a daily basis:
(1) Journalize the Portfolio's investment,
capital share and income and expense activities;
(2) Verify investment buy/sell trade tickets and
transmit trades to the Company's custodian for
proper settlement;
(3) Maintain individual ledgers for
investment securities;
(4) Maintain historical tax lots for each security;
(5) Reconcile cash and investment balances of
the Portfolio with the custodian, and prepare the
beginning cash balance available for investment
purposes;
(6) Update the cash availability throughout the
day as required;
(7) Post to and prepare the Portfolio's
Statement of Assets and Liabilities and the
Statement of Operations;
(8) Calculate various contractual expenses (e.g.,
advisory/administration and custody fees);
(9) Monitor the expense accruals and notify
management of the Company of any proposed
adjustments;
(10) Control all disbursements from the
Portfolio and authorize such disbursements
upon Written Instructions;
(11) Calculate capital gains and losses;
(12) Determine net income;
(13) Obtain security market quotes from
independent pricing services approved by
management of the Company, or if such quotes are
unavailable, then obtain such prices from
management of the Company, and in either case
calculate the market value of the Portfolio's
investments;
(14) Compute the net asset value of the
Portfolio; and
(15) Compute the Portfolio's yields, total
return, expense ratios, Portfolio turnover rate,
and, Portfolio average dollar-weighted maturity.
(b) In addition to the accounting services described
in the foregoing Paragraph 5(a), the Investment
Advisor will:
(1) Prepare general ledger and portfolio
holdings upon request;
(2) Prepare quarterly
broker security transactions summaries;
(3) Supply various normal and customary
Portfolio and Company statistical data as
requested on an ongoing basis;
(4) Prepare for execution and file the
Portfolio's and Company's Federal and state
tax returns;
(5) Prepare and file the Company's Semi-Annual
Reports with the SEC on Form N-SAR and prepare
and file the Company's Rule 24f-2 Notice and
Form N-PX with the SEC;
(6) Prepare and file with the SEC the
Portfolio's and Company's annual, semi-annual
and quarterly Shareholder reports on Form N-CSR
and Form N-Q;
(7) Assist with the preparation of registration
statements on Form N-lA and other filings
relating to the registration of Shares;
(8) Monitor the Company's status as a
regulated investment company under Sub-
chapter M of the Internal Revenue Code of
1986, as amended;
(9) Qualify the Class I Shares and the Class L
Shares for sale in each state in which the
Company's Board of Directors determines to sell
the Class I Shares or the Class L Shares and
make all filings and take all appropriate
actions necessary to maintain and renew such
registrations of the Class I Shares and the
Class L Shares;
(10) Monitor the Company's compliance with the
amounts and conditions of each such state
qualification; and
(11) Maintain the Company's fidelity bond as
required by the 1940 Act and obtain a
directors and officers liability policy.
(c) The Investment Advisor shall act as liaison with
the Company's independent registered public
accounting firm and shall provide account analyses,
fiscal year summaries, and other audit related
schedules. The Investment Advisor shall take all
reasonable action in the performance of its
obligations under this Agreement to assure that the
necessary information is made available to such firm
for the expression of its opinion, as such may be
required by the Company from time to time.
6. Conformity with Law; Confidentiality. The
Investment Advisor further agrees that it will comply with all
applicable Rules and Regulations of all Federal regulatory
agencies having jurisdiction over the Investment Advisor in
the performance of its duties hereunder. The Investment
Advisor will treat confidentially and as proprietary
information of the Company all records and other information
relative to the Company and prior, present or potential
shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and
approval in writing by the Company, which approval shall not
be unreasonably withheld and may not be withheld where the
Investment Advisor may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or
when so requested by the Company.
7. Services Not Exclusive. The investment
management and administration services rendered by the
Investment Advisor hereunder are not to be deemed exclusive,
and the Investment Advisor shall be free to render similar
services to others so long as its services under this Agreement
are not impaired thereby.
8. Books and Records. In compliance with the
requirements of Rule 31a-3 of the 1940 Act, the Investment
Advisor hereby agrees that all records which it maintains for
the Portfolio are the property of the Company and further
agrees to surrender promptly to the Company any of such
records upon the Company's request. The Investment Advisor
further agrees to preserve for the periods prescribed by Rule
31a-2 the records required to be maintained by Rule 31a-1 of
the 1940 Act.
9. Expenses. During the term of this Agreement,
the Investment Advisor will pay all expenses incurred by it in
connection with its activities under this Agreement other than
the cost of (including brokerage commissions, if any)
securities purchased for the Portfolio, the cost of any
independent pricing service used in valuing the Portfolio's
securities and fees and expenses of registering and qualifying
shares for distribution under state securities laws.
In addition, if the expenses borne by the Portfolio
in any fiscal year exceed the most restrictive applicable
expense limitations imposed by the securities regulations of
any state in which the Shares are registered or qualified for
sale to the public, the Investment Advisor shall reimburse the
Portfolio for any excess up to the amount of the fees payable
by the Portfolio to it during such fiscal year pursuant to
Paragraph 10 hereof; provided, however, that notwithstanding
the foregoing, the Investment Advisor shall reimburse the
Portfolio for such excess expenses regardless of the amount of
such fees payable to it during such fiscal year to the extent
that the securities regulations of any state in which the
Shares are registered or qualified for sale so require.
10. Compensation.
(a) For the services provided and the expenses
assumed pursuant to this Agreement with respect
to the Portfolio, the Company will pay the
Investment Advisor from the assets of the
Portfolio and the Investment Advisor will accept
as full compensation therefor a fee, computed
daily and payable monthly, at the following
annual rate: 0.45% of-the first $250 million of
the Portfolio's average daily net assets, 0.40%
of the next $250 million of the Portfolio's
average daily net assets, and 0.35% of the
Portfolio's average daily net assets in excess
of $500 million.
(b) The fee attributable to the Portfolio
shall be satisfied only against the assets of
the Portfolio and not against the assets of
any other investment portfolio of the Company.
11. Limitation of Liability of the Investment
Advisor. The Investment Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by
the Company in connection with the matters to which this
Agreement relates, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Advisor
in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement.
Notwithstanding the foregoing, the Investment Advisor shall be
liable to the Company for the acts and omissions of the Sub-
Advisor to the extent that the Sub-Advisor is liable to the
Investment Advisor for such acts or omissions under the Sub-
Advisory Agreement between the Investment Advisor and the Sub-
Advisor.
12. Duration and Termination. This Agreement shall
become effective with respect to the Portfolio as of the date
first above written and, unless sooner terminated as provided
herein, shall continue with respect to the Portfolio until
August 16, 2012. Thereafter, if not terminated, this Agreement
shall continue with respect to the Portfolio for successive
annual periods ending on August 16, provided such continuance
is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Directors of the
Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval, and (b) by the
Board of Directors of the Company or by vote of a majority of
the outstanding voting securities of the Portfolio; provided,
however, that this Agreement may be terminated with respect to
the Portfolio by the Company at any time, without the payment
of any penalty, by the Board of Directors of the Company or by
vote of a majority of the outstanding voting securities of the
Portfolio, on 60 days' written notice to the Investment
Advisor, or by the Investment Advisor at any time, without
payment of any penalty, on 90 days' written notice to the
Company. This Agreement will immediately terminate in the event
of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested
person" and "assignment" shall have the same meaning as such
terms have in the 1940 Act.)
13. Delegation. On thirty (30) days prior written
notice to the Portfolio, the Investment Advisor may delegate
those of its duties set forth in Paragraph 5 hereof to any
wholly-owned direct or indirect subsidiary of BNY Mellon
Investment Servicing (US), Inc. provided that (i) the delegate
agrees with the Investment Advisor to comply with all relevant
provisions of the 1940 Act; and (ii) the Investment Advisor and
such delegate shall promptly provide such information as the
Portfolio may request, and respond to such questions as the
Portfolio may ask, relative to the delegation, including
(without limitation) the capabilities of the delegate. Any
delegation under this Paragraph shall not be deemed an
assignment for purposes of paragraph 12 hereof. Notwithstanding
any such delegation, the Investment Advisor shall remain
responsible for the performance of its duties set forth in
Paragraph 5 hereof and shall hold the Portfolio harmless from
the acts and omissions, under the standards of care provided
for herein, of any delegate chosen pursuant to this Paragraph
13.
14. Amendment of this Agreement. No provision of
this Agreement may be changed, discharged or terminated orally,
except by an instrument in writing signed by the party against
which enforcement of the change, discharge or termination is
sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the
holders of a majority of the outstanding voting securities of
the Portfolio.
15. Miscellaneous. The captions in this Agreement
are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by Delaware
law.
IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be executed by their officers designated
below as of the day and year first above written.
THE RBB FUND, INC.
By: /s/ Xxxxxxxxx Xxxx
Title: President & Chief Compliance Officer
BLACKROCK ADVISORS, LLC
By: /s/ Xxxxxxx Xxxxxxx
Title: Managing Director
