EXHIBIT (h)(54)
E*TRADE Group, Inc.
No Transaction Fee Mutual Fund Offering
RETAIL SHAREHOLDER SERVICES AGREEMENT
This Agreement is made as of October 1, 1999, among E*TRADE Group, Inc.
("E*TRADE"), a Delaware corporation, The RBB Fund, Inc. on behalf of its
portfolios advised by Boston Partners Asset Management, L.P. ("Fund"), a
Maryland corporation registered under the Investment Company Act of 1940, as
amended (the "1940 Act") as an open-end management investment company, and
Provident Distributors, Inc., a Delaware corporation registered as a broker-
dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and which serves as principal underwriter to Fund pursuant to an agreement dated
June 25, 1999 and Boston Partners Asset Management, L.P., a Delaware limited
partnership (together with Provident Distributors, Inc., "Fund Affiliates")
(Fund and Fund Affiliates are collectively referred to as "Fund Parties").
WHEREAS, Fund Parties wish to engage E*TRADE to perform certain record-
keeping, shareholder communication, and other shareholder administrative
services for Fund's shareholders; and
WHEREAS, E*TRADE agrees to perform such services on the terms and
conditions set forth in this Agreement;
Now, therefore, in consideration of the foregoing and the mutual promises
set forth below, E*TRADE and Fund Parties agree, intending to be legally bound
hereby, as follows:
1 SERVICES
E*TRADE shall perform such services for Fund Parties as are designated in
Schedule A to this Agreement ("Services"), as such Schedule A may from time to
time be amended, such amendments to be evidenced by the signature thereto by a
duly authorized representative of each of the Parties.
2 COMPENSATION
In consideration for the Services rendered by E*TRADE pursuant to this
Agreement, the Fund Parties shall pay a fee to E*TRADE as shall be calculated
pursuant to Schedule B to this Agreement. Both Fund and Fund Affiliate shall be
severally liable for such compensation in the proportions designated on Schedule
D.
3 TRANSACTION CHARGES
E*TRADE shall not assess against any of its customers any fee for executing
any purchase or sale order where such order involves the securities of Fund.
Notwithstanding this provision, E*TRADE shall have the right to assess against
customers a fee for executing a purchase or sale order where the customer has
held such position for less than ninety (90) days, or where E*TRADE provides the
customer with a service that is not contemplated by this Agreement.
4 INDEMNIFICATION
(a) Fund Parties agree to indemnify, defend and hold E*TRADE, its
officers, directors, employees, agents, and affiliates free and harmless from
and against (i) any and all claims, demands, liabilities and expenses, including
legal expenses, which E*TRADE, its officers, directors, employees, agents, and
affiliates may incur arising out of or based upon any untrue statement, or
alleged untrue statement, of material fact contained in any registration
statement, prospectus, statement of additional information, sales material, or
other information provided by Fund, or based upon any omission, or alleged
omission, to state a material fact required to be stated to make the statements
contained therein not misleading, except to the extent that E*TRADE has itself
produced such materials; (ii) any breach by either Fund or Fund Affiliate of any
representation, warranty or provision contained herein, or (iii) any willful
misconduct or gross negligence by Fund or Fund Affiliate in the performance of,
or failure to perform, its respective obligations under this Agreement, except
to the extent that such claims, liabilities or expenses are caused by E*TRADE's
breach of this Agreement or willful misconduct or gross negligence in the
performance, or failure to perform, their respective obligations under this
Agreement. This section 4(a) shall survive termination of this Agreement.
(b) E*TRADE agrees to indemnify, defend and hold harmless Fund Parties,
their officers, directors, employees, agents, and affiliates free and harmless
from and against any and all claims, demands, liabilities and expenses,
including legal expenses, which Fund Parties, their officers, directors,
employees, agents, and affiliates may incur arising out of or based upon (i) any
untrue statement, or alleged untrue statement, of material fact contained in any
advertising or sales literature prepared by E*TRADE without reliance upon
information provided by either Fund Parties or an unaffiliated mutual fund
rating or statistical information agency; (ii) any breach by E*TRADE of any
representation, warranty or provision contained herein, or (iii) any willful
misconduct or gross negligence by E*TRADE in the performance of, or failure to
perform, its obligations under this Agreement, except to the extent that such
claims, liabilities or expenses are caused by Fund Parties' breach of this
Agreement or willful misconduct or gross negligence in the performance, or
failure to perform, their respective obligations under this Agreement. This
section 4(b) shall survive termination of this Agreement.
No party hereto shall be liable for any special, consequential or incidental
damages.
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5 ROLE OF E*TRADE
The parties acknowledge and agree that the Services performed by
E*TRADE pursuant to this Agreement are not the services of an underwriter or
principal underwriter of Fund within the meaning of the 1940 Act or the
Securities Act of 1933, as amended. This Agreement does not grant E*TRADE any
right to purchase shares from Fund; neither does it preclude E*TRADE's ability
to purchase shares from Fund. E*TRADE shall not be deemed to be an agent of Fund
Parties or of Fund for the purposes of selling Fund's shares to any dealer or
the public. To the extent that E*TRADE is involved in the purchase of shares of
any Fund by E*TRADE's customers, such involvement will be as agent of such
customer only.
6 INFORMATION TO BE PROVIDED
Fund parties shall provide to E*TRADE prior to the effectiveness of
this Agreement or as soon thereafter as is reasonably practicable:
(a) Certified resolutions of the board of directors or board of
trustees, as applicable, of Fund Parties authorizing the execution of this
Agreement and the performance by the Fund Party pursuant to this Agreement; and
(b) Two (2) written copies of each current prospectus and statement
of additional information relating to any of Fund's shares which may be
purchased by customers of E*TRADE. Fund Parties agree to submit to E*TRADE two
(2) written copies of any amendment or supplement to or any updated version of
such prospectus(es) and statement(s) of additional information no later than the
effective date of such amendment, supplement or updated version.
7 TERMINATION OF AGREEMENT
This Agreement is terminable, without penalty, at any time upon ninety
(90) days' notice by E*TRADE to Fund and Fund Affiliate or by Fund and Fund
Affiliate to E*TRADE. Termination of this Agreement shall terminate E*TRADE's
obligations to perform the Services, as of the effective date of the
termination, and shall terminate Fund Parties' obligations to pay any
compensation hereunder, as of the effective date of the termination.
Notwithstanding any provision herein to the contrary, Fund Parties' obligations
pursuant to this Agreement shall not be terminated with respect to any
transactions in Fund's shares commenced prior to the effective date of the
termination of this Agreement.
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8 NOTICES
All notices and other communications will be duly given if mailed,
telegraphed, telexed, or transmitted by similar telecommunications device to the
addresses designated on Schedule C hereto.
9 NON-EXCLUSIVITY
Each Party to this Agreement may enter into agreements similar to this
Agreement with other parties for the performance of services similar to those to
be provided under this Agreement, unless otherwise agreed to in writing by the
Parties.
10 JURISDICTION AND NON-ASSIGNABILITY
This Agreement will be construed in accordance with the laws of the
State of California and is non-assignable by the parties hereto. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the Parties and their respective successors and assigns.
11 FUND PORTFOLIOS AND CLASSES
The portfolios, series and classes of shares of Fund to which this
Agreement shall apply are designated in Schedule C hereto.
12 EXHIBITS AND SCHEDULES
Schedules A, B, C and D, which are attached hereto, are each a part of
and is incorporated by reference into this Agreement. This Agreement shall not
be deemed to be complete absent such Schedules A, B, C or D.
13 ENTIRE AGREEMENT; SEVERABILITY
Each Party recognizes the existence of a Dealer Agreement between Fund
and E*TRADE, dated ____, or a Fund/SERV Agreement between Fund Affiliate and
E*TRADE, dated ____, as supplemented by a Supplemental Agreement Regarding
Networking, dated _____ ("Other Agreements"). To the extent of any inconsistency
or conflict between the provisions of this Agreement and any provision of the
Other Agreements, such provision of the Other Agreements shall govern, and the
provision of this Agreement shall be null and void. Except as specified in this
Section 13, however, this Agreement shall supersede any existing agreements
between the parties containing general terms and conditions for retail
shareholder services. Each provision and agreement herein shall be treated as
separate and independent from any other provision or agreement herein and shall
be enforceable notwithstanding the unenforceability of any such other provision
or agreement.
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14 REPRESENTATIONS OF THE PARTIES
Each Party represents and warrants to each other Party that (i) it is
duly authorized to execute and deliver this Agreement and to perform its
obligations hereunder and has taken all necessary action to authorize such
execution, delivery and performance, (ii) the person signing this Agreement on
its behalf is duly authorized to do so, (iii) it has obtained all authorizations
of any governmental body required in connection with this Agreement and such
authorizations are in full force and effect and (iv) the execution, delivery and
performance of this Agreement will not violate any law, ordinance, charter, by-
law or rule applicable to it or any agreement by which it is bound or by which
any of its assets are affected.
15 COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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In witness whereof, each Party has executed this Agreement by a duly
authorized representative of such Party.
THE RBB FUND, INC. PROVIDENT DISTRIBUTORS, INC.
--------------------------------- ------------------------------------
(Name of Fund Company) (Name of Fund Affiliate)
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------- --------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxxxx
-------------------------- -------------------------------
Title: President and Treasurer Title: President
------------------------- -----------------------------
Date: September 22, 1999 Date: October 5, 1999
--------------------------- ------------------------------
BOSTON PARTNERS By: /s/ Xxxxx Xxxxxx
---------------------------------
ASSET MANAGEMENT, L.P. E*TRADE Group, Inc.
By: BOSTON PARTNERS, INC.
its General Partner
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Title: Treasurer
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SCHEDULE A
Services
1. RECORD MAINTENANCE
E*TRADE shall maintain the following records with respect to a Fund
for each customer who holds Fund shares in an E*TRADE brokerage account:
a. Number and class of shares;
b. Date, price and amount of purchases and redemptions (including
dividend reinvestments) and dates and amounts of dividends paid for at least the
current year to date;
c. Name and address of the customer, including zip codes and social
security numbers or taxpayer identification numbers; and information regarding
withholdings
d. Records of distributions and dividend payments;
e. Any transfers of shares; and
f. Overall control records.
2 SHAREHOLDER COMMUNICATIONS
E*TRADE shall:
a. Provide to an approved shareholder mailing agent for the purpose
of providing certain Fund-related materials the names and addresses of all
E*TRADE customers who hold shares of such Fund in their E*TRADE brokerage
accounts. The shareholder mailing agent shall be a person or entity with whom
the Fund has arranged for the distribution of certain Fund-related material in
accordance with the Fund/SERV Agreement. The Fund-related materials shall
consist of updated prospectuses and any supplements and amendments thereto,
annual and other periodic reports, proxy or information statements and other
appropriate shareholder communications. In the alternative, in accordance with
the Fund/SERV Agreement, E*TRADE may distribute the Fund-related materials to
its customers.
b. Deliver current Fund prospectuses and statements of additional
information and annual and other periodic reports upon customer request and, as
applicable, with confirmation statements;
c. Deliver statements to customers on a monthly basis (or, as to
accounts in which there has been no activity in a particular month, no less
frequently than quarterly) showing, among other things, the number of shares of
each Fund owned by such customer and the net asset value of such Fund as of a
recent date;
d. Produce and provide to customers confirmation statements
reflecting purchases and redemptions of shares of each Fund in E*TRADE brokerage
accounts;
e. Respond to customer inquiries regarding, among other things, share
prices, account balances, dividend amounts and dividend payment dates; and
3. TRANSACTIONAL SERVICES
E*TRADE shall communicate, as to shares of each Fund, purchase,
redemption and exchange orders reflecting the orders it receives from its
customers. E*TRADE shall also communicate, as to shares of each Fund, mergers,
splits and other reorganization activities.
4. TAX INFORMATION RETURNS AND REPORTS
E*TRADE shall prepare and file with the appropriate governmental
agencies, such information, returns and reports as are required to be so filed
for reporting (i) dividends and other distributions made, (ii) amounts withheld
on dividends and other distributions and payments under applicable federal and
state laws, rules and regulations, and (iii) gross proceeds of sales
transactions as required.
5. FUND COMMUNICATIONS
E*TRADE shall, on a monthly basis and for each Fund, report the number
of shares on which the Fee is to be paid pursuant to this Agreement. Such
summaries shall be expressed in both shares and dollar amounts.
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SCHEDULE B
Calculation of Fee
The Fee shall be calculated by multiplying the Daily Value of Qualifying Shares
by the appropriate Fee Rate (indicated below). The Fee shall be paid monthly in
arrears.
The Daily Value of Qualifying Shares is the aggregate daily value of all shares
of the Fund held in E*TRADE brokerage accounts, subject to the following
exclusions. There shall be excluded from the shares: (i) shares as to which a
brokerage customer paid E*TRADE a transaction fee upon the purchase of such
shares; (ii) shares held in an E*TRADE brokerage account prior to the effective
date of this Agreement as to the Fund; and, (iii) shares first held in an
E*TRADE brokerage account after the termination of this Agreement as to the
Fund.
The Fee Rate is determined based on the aggregate value of the Qualifying Shares
of all Funds listed on Schedule C, as amended from time to time, as of the prior
review date. The review dates are December 31, and June 30. The Fee Rate is
effective from the next business day following the review date up to and
including the next review date. The Fee Rates are as follows:
Up to and including $750 million 35 basis points
Over $750 million and up to
And including $1.5 billion 30 basis points
Over $1.5 billion 25 basis points
Note: The rate scale is not intended to produce a "blended rate." Rather, once a
threshold is reached, the rate applicable to the total amount of assets will be
used for all assets.
For purposes of this exhibit, the daily value of the shares of each Fund will be
the net asset value reported by such Fund to the National Association of
Securities Dealers, Inc. Automated Quotation System. No adjustments will be made
to the net asset values to correct errors in the net asset values so reported
for any day unless such error is corrected and the corrected net asset value per
share is reported to E*TRADE before 5 o'clock p.m., Palo Alto time, on the first
business day after the day to which the error relates.
As soon as is possible after the end of the month, E*TRADE shall provide to the
Fund Parties an invoice for the amount of the Fee due for each Fund. In the
calculation of such Fee, E*TRADE's records shall govern unless an error can be
shown in the number of shares used in such calculation.
Fund Parties shall pay E*TRADE the Fee within thirty (30) days after the Fund
Parties receipt of such statement. Such payment shall be by wire transfer,
unless the amount thereof is less than $250.00. Such wire transfers shall be
separate from wire transfers of redemption proceeds or other distributions.
Amounts less than $250.00 may be paid, at Fund Parties' discretion, by check.
Schedule C
Fund Portfolios and Classes
Fund Name/Class: Cusip/Ticker Symbol:
---------------- --------------------
Boston Partners Bond Fund _________________________
---------------------------------------
Boston Partners Market Neutral Fund _________________________
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Boston Partners Long-Short Equity Fund _________________________
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Boston Partners Large Cap Value Fund _________________________
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Boston Partners Mid Cap Value Fund _________________________
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Boston Partners Micro Cap Value Fund _________________________
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Asterisk indicates that Fund is a "No-Load" or "No-Sales Charge" Fund as defined
in Section 26 of the NASD's Rules of Fair Practice.
The RBB Fund, Inc. Provident Distributors, Inc.
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(Name of Fund Company) (Name of Fund Affiliate)
000 Xxxxxxxx Xxxxxxx Xxxx Xxxxx Corporate Center
--------------------------------------- ------------------------------
(Address) (Address)
Xxxxxxxxxx, XX 00000 Xxxx Xxxxxxxxxxxx, XX 00000
--------------------------------------- ------------------------------
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------- --------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxxxx
--------------------------------- -----------------------
Title: President and Treasurer Title: President
-------------------------------- -----------------------
Date: September 22, 1999 Date: October 22, 1999
-------------------------------- -----------------------
BOSTON PARTNERS By: /s/ Xxxxx Xxxxxx
--------------------------
ASSET MANAGEMENT, L.P. E*TRADE Group, Inc.
By: BOSTON PARTNERS, INC. Date: October 5, 1999
------------------------
its General Partner
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------
Title: Treasurer
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Date: September 30, 1999
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Schedule D
Payment of Fee
Over
Up to and $750MM
Including and under Over
$750 MM $1.5 BB $1.5BB
Adviser:
.14% .9% .4%
--- -- --
Fund Company:
12b-1/Provident Distributors, Inc. .21% .21% .21%
--- -- --
Fee Rate Percentage Per
Annum of Average Daily
Value of Fund Shares 0.35% 0.30% 0.25%
The RBB Fund, Inc. Provident Distributors, Inc.
---------------------------------- -----------------------------------
(Name of Fund Company) (Name of Fund Affiliate)
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------ -------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxxxx
---------------------------- -----------------------------
Title: President and Treasurer Title: President
--------------------------- ----------------------------
Date: September 21, 1999 Date: September 22, 1999
--------------------------- ----------------------------
BOSTON PARTNERS
ASSET MANAGEMENT, L.P.
By: BOSTON PARTNERS, INC.
its General Partner
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Title: Treasurer
