EXHIBIT 77Q(1)(e)
INVESTMENT ADVISORY AGREEMENT
Robeco Investment Funds
AGREEMENT made as of July 1, 2013, between THE RBB
FUND, INC., a Maryland corporation (herein called the "Fund"),
and ROBECO INVESTMENT MANAGEMENT, INC. (herein called the
"Investment Adviser").
WHEREAS, the Fund is registered as an open-end
management investment company under the Investment Company Act
of 1940 (the "1940 Act"), and currently offers or proposes to
offer shares representing interests in separate investment
portfolios; and
WHEREAS, the Fund desires to retain the Investment
Adviser to render certain investment advisory services to the
Fund with respect to each series of the Fund set forth on
Schedule A of this Agreement (each a "Portfolio" and
collectively the "Portfolios"), and the Investment Adviser is
willing to so render such services; and
WHEREAS, the Board of Directors of the Fund and the
shareholders of the Portfolios have approved this Agreement,
and the Investment Adviser is willing to furnish such services
upon the terms and conditions herein set forth;
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:
SECTION 1. APPOINTMENT. The Fund hereby appoints
the Investment Adviser to act as investment adviser for the
Portfolios for the period and on the terms set forth in this
Agreement. The Investment Adviser accepts such appointment
and agrees to render the services herein set forth for the
compensation herein provided. Additional investment
portfolios may from time to time be added to those covered by
this Agreement by the parties executing a new Schedule A which
shall become effective upon its execution and shall supersede
any Schedule A having an earlier date.
SECTION 2. DELIVERY OF DOCUMENTS. The Fund has
furnished the Investment Adviser with copies properly
certified or authenticated of each of the following:
(a) Resolutions of the Board of Directors of
the Fund authorizing the appointment of the Investment Adviser
and the execution and delivery of this Agreement; and
(b) A prospectus and statement of additional
information relating to each class of shares representing
interests in the Portfolios of the Fund in effect under the
Securities Act of 1933 (such prospectus and statement of
additional information, as presently in effect and as they
shall from time to time be amended and supplemented, are
herein collectively called the "Prospectus" and "Statement of
Additional Information," respectively).
The Fund will promptly furnish the Investment
Adviser from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the
foregoing, if any.
In addition to the foregoing, the Fund will also
provide the Investment Adviser with copies of the Fund's
Charter and By-laws, and any registration statement or service
contracts related to the Portfolios, and will promptly furnish
the Investment Adviser with any amendments of or supplements
to such documents.
SECTION 3. MANAGEMENT. Subject to the
supervision of the Board of Directors of the Fund, the
Investment Adviser will provide for the overall management of
the Portfolios including (i) the provision of a continuous
investment program for the Portfolios, including investment
research and management with respect to all securities,
investments, cash and cash equivalents in the Portfolios, (ii)
the determination from time to time of the securities and
other investments to be purchased, retained, or sold by the
Fund for the Portfolios, and (iii) the placement from time to
time of orders for all purchases and sales made for the
Portfolios. The Investment Adviser will provide the services
rendered by it hereunder in accordance with the Portfolios'
respective investment objectives, restrictions and policies as
stated in the applicable Prospectus and Statement of
Additional Information, provided that the Investment Adviser
has actual notice or knowledge of any changes by the Board of
Directors to such investment objectives, restrictions or
policies. The Investment Adviser further agrees that it will
render to the Fund's Board of Directors such periodic and
special reports regarding the performance of its duties under
this Agreement as the Board may reasonably request. The
Investment Adviser agrees to provide to the Fund (or its
agents and service providers) prompt and accurate data with
respect to the Portfolios' transactions and, where not
otherwise available, the daily valuation of securities in the
Portfolios.
SECTION 4. BROKERAGE. Subject to the Investment
Adviser's obligation to obtain best price and execution, the
Investment Adviser shall have full discretion to select
brokers or dealers to effect the purchase and sale of
securities. When the Investment Adviser places orders for the
purchase or sale of securities for a Portfolio, in selecting
brokers or dealers to execute such orders, the Investment
Adviser is expressly authorized to consider the fact that a
broker or dealer has furnished statistical, research or other
information or services for the benefit of the Portfolio
directly or indirectly. Without limiting the generality of
the foregoing, the Investment Adviser is authorized to cause a
Portfolio to pay brokerage commissions which may be in excess
of the lowest rates available to brokers who execute
transactions for the Portfolio or who otherwise provide
brokerage and research services utilized by the Investment
Adviser, provided that the Investment Adviser determines in
good faith that the amount of each such commission paid to a
broker is reasonable in relation to the value of the brokerage
and research services provided by such broker viewed in terms
of either the particular transaction to which the commission
relates or the Investment Adviser's overall responsibilities
with respect to accounts as to which the Investment Adviser
exercises investment discretion. The Investment Adviser may
aggregate securities orders so long as the Investment Adviser
adheres to a policy of allocating investment opportunities to
each Portfolio over a period of time on a fair and equitable
basis relative to other clients. In no instance will the
Portfolios' securities be purchased from or sold to the Fund's
principal underwriter, the Investment Adviser, or any
affiliated person thereof, except to the extent permitted by
SEC exemptive order or by applicable law.
The Investment Adviser shall report to the Board of
Directors of the Fund at least quarterly with respect to
brokerage transactions that were entered into by the
Investment Adviser, pursuant to the foregoing paragraph, and
shall certify to the Board that the commissions paid were
reasonable in terms either of that transaction or the overall
responsibilities of the Investment Adviser to the Fund and the
Investment Adviser's other clients, that the total commissions
paid by the Fund were reasonable in relation to the benefits
to the Fund over the long term, and that such commissions were
paid in compliance with Section 28(e) of the Securities
Exchange Act of 1934.
SECTION 5. CONFORMITY WITH LAW; CONFIDENTIALITY.
The Investment Adviser further agrees that it will comply with
all applicable rules and regulations of all federal regulatory
agencies having jurisdiction over the Investment Adviser in
the performance of its duties hereunder. The Investment
Adviser will treat confidentially and as proprietary
information of the Fund all records and other information
relating to the Fund and prior, present, or potential
shareholders (except with respect to clients of the Investment
Adviser) 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 Fund, which approval shall not be
unreasonably withheld and may not be withheld where the
Investment Adviser 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 Fund. Where the Investment Adviser
may be exposed to civil or criminal contempt proceedings for
failure to comply with a request for records or other
information relating to the Fund, the Investment Adviser may
comply with such request prior to obtaining the Fund's written
approval, provided that the Investment Adviser has taken
reasonable steps to promptly notify the Fund, in writing, upon
receipt of the request.
SECTION 6. SERVICES NOT EXCLUSIVE. The
Investment Adviser and its officers may act and continue to
act as investment managers for others, and nothing in this
Agreement shall in any way be deemed to restrict the right of
the Investment Adviser to perform investment management or
other services for any other person or entity, and the
performance of such services for others shall not be deemed to
violate or give rise to any duty or obligation to the
Portfolios or the Fund.
Nothing in this Agreement shall limit or restrict
the Investment Adviser or any of its directors, officers,
affiliates or employees from buying, selling or trading in any
securities for its or their own account. The Fund
acknowledges that the Investment Adviser and its directors,
officers, affiliates, employees and other clients may, at any
time, have, acquire, increase, decrease, or dispose of
positions in investments which are at the same time being
acquired or disposed of for one or more of the Portfolios.
The Investment Adviser shall have no obligation to acquire for
a Portfolio a position in any investment which the Investment
Adviser, its directors, officers, affiliates or employees may
acquire for its or their own accounts or for the account of
another client, so long as it continues to be the policy and
practice of the Investment Adviser not to favor or disfavor
consistently or consciously any client or class of clients in
the allocation of investment opportunities so that, to the
extent practical, such opportunities will be allocated among
clients over a period of time on a fair and equitable basis.
The Investment Adviser agrees that this Section 6
does not constitute a waiver by the Fund of the obligations
imposed upon the Investment Adviser to comply with Sections
17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor
constitute a waiver by the Fund of the obligations imposed
upon the Investment Adviser under Section 206 of the
Investment Advisers Act of 1940 and the rules thereunder.
Further, the Investment Adviser agrees that this Section 6
does not constitute a waiver by the Fund of the fiduciary
obligation of the Investment Adviser arising under federal or
state law, including Section 36 of the 1940 Act. The
Investment Adviser agrees that this Section 6 shall be
interpreted consistent with the provisions of Section 17(i) of
the 1940 Act.
SECTION 7. BOOKS AND RECORDS. In compliance with
the requirements of Rule 31a-3 under the 1940 Act, the
Investment Adviser hereby agrees that all records which it
maintains for the Portfolios are the property of the Fund and
further agrees to surrender promptly to the Fund any of such
records upon the Fund's request. The Investment Adviser
further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained
by Rule 31a-1 under the 1940 Act.
SECTION 8. EXPENSES. During the term of this
Agreement, the Investment Adviser will pay all expenses
incurred by it in connection with its activities under this
Agreement. Each Portfolio shall bear all of its own expenses
not specifically assumed by the Investment Adviser. General
expenses of the Fund not readily identifiable as belonging to
an investment portfolio of the Fund shall be allocated among
all investment portfolios by or under the direction of the
Fund's Board of Directors in such manner as the Board
determines to be fair and equitable. Expenses borne by the
Portfolios shall include, but are not limited to, the
following (or a Portfolio's share of the following): (a) the
cost (including brokerage commissions) of securities purchased
or sold by the Portfolios and any losses incurred in
connection therewith; (b) fees payable to and expenses
incurred on behalf of the Portfolios by the Investment
Adviser; (c) filing fees and expenses relating to the
registration and qualification of the Fund and the Portfolios'
shares under federal and/or state securities laws and
maintaining such registrations and qualifications; (d) fees
and salaries payable to the Fund's directors and officers; (e)
taxes (including any income or franchise taxes) and
governmental fees; (f) costs of any liability and other
insurance or fidelity bonds; (g) any costs, expenses or losses
arising out of a liability of or claim for damages or other
relief asserted against the Fund or the Portfolios for
violation of any law; (h) legal, accounting and auditing
expenses, including legal fees of special counsel for the
independent directors; (i) charges of custodians and other
agents; (j) expenses of setting in type and printing
prospectuses, statements of additional information and
supplements thereto for existing shareholders, reports,
statements, and confirmations to shareholders and proxy
materials that are not attributable to a class; (k) costs of
mailing prospectuses, statements of additional information and
supplements thereto to existing shareholders, as well as
reports to shareholders and proxy materials that are not
attributable to a class; (1) any extraordinary expenses; (m)
fees, voluntary assessments and other expenses incurred in
connection with membership in investment company
organizations; (n) costs of mailing and tabulating proxies and
costs of shareholders' and directors' meetings; (o) costs of
independent pricing services to value the Portfolios'
securities; and (p) the costs of investment company literature
and other publications provided by the Fund to its directors
and officers. Distribution expenses, transfer agency
expenses, expenses of preparing, printing and mailing
prospectuses, statements of additional information, proxy
statements and reports to shareholders, and organizational
expenses and registration fees, identified as belonging to a
particular class of a Portfolio are allocated to such class.
SECTION 9. VOTING. The Investment Adviser shall
have the authority to vote as agent for the Portfolios, either
in person or by proxy, tender and take all actions incident to
the ownership of all securities in which a Portfolio's assets
may be invested from time to time, subject to such policies
and procedures as the Board of Directors of the Fund may adopt
from time to time.
SECTION 10. RESERVATION OF NAME. The Investment
Adviser shall at all times have all rights in and to a
Portfolio's name and all investment models used by or on
behalf of the Portfolios. The Investment Adviser may use a
Portfolio's name or any portion thereof in connection with any
other mutual fund or business activity without the consent of
any shareholder and the Fund shall execute and deliver any and
all documents required to indicate the consent of the Fund to
such use. The Fund hereby agrees that in the event that
neither the Investment Adviser nor any of its affiliates acts
as investment adviser to a Portfolio, the name of such
Portfolio will be changed to one that does not suggest an
affiliation with the Investment Adviser.
SECTION 11. COMPENSATION.
(a) For the services provided and the expenses
assumed pursuant to this Agreement with respect to the
Portfolios, the Fund will pay the Investment Adviser from the
assets of the Portfolios and the Investment Adviser will
accept as full compensation therefore a fee, computed daily
and payable monthly, at the annual rate of the Portfolios'
average daily net assets as specified on Schedule B of this
Agreement. For any period less than a full month during which
this Agreement is in effect, the fee shall be prorated
according to the proportion which such period bears to a full
month.
(b) The fee attributable to a Portfolio shall
be satisfied only against the assets of that Portfolio and not
against the assets of any other investment portfolio of the
Fund. The Investment Adviser may from time to time agree not
to impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or portion thereof
would otherwise accrue) and/or undertake to pay or reimburse a
Portfolio for all or a portion of its expenses not otherwise
required to be borne or reimbursed by the Investment Adviser.
SECTION 12. LIMITATION OF LIABILITY. The
Investment Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the
Fund 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 Adviser in the
performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement ("disabling
conduct"). Each Portfolio will indemnify the Investment
Adviser against and hold it harmless from any and all losses,
claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand,
action or suit not resulting from disabling conduct by the
Investment Adviser. Indemnification shall be made only
following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the
Investment Adviser was not liable by reason of disabling
conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts,
that the Investment Adviser was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of
directors of the Portfolio who are neither "interested
persons" of the Fund nor parties to the proceeding
("disinterested non-party directors") or (b) an independent
legal counsel in a written opinion. The Investment Adviser
shall be entitled to advances from a Portfolio for payment of
the reasonable expenses incurred by it in connection with the
matter as to which it is seeking indemnification in the manner
and to the fullest extent permissible under the Maryland
General Corporation Law. The Investment Adviser shall provide
to a Portfolio a written affirmation of its good faith belief
that the standard of conduct necessary for indemnification by
the Portfolio has been met and a written undertaking to repay
any such advance if it should ultimately be determined that
the standard of conduct has not been met. In addition, at
least one of the following additional conditions shall be met:
(a) the Investment Adviser shall provide a security in form
and amount acceptable to a Portfolio for its undertaking; (b)
a Portfolio is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of disinterested non-
party directors, or independent legal counsel, in a written
opinion, shall have determined, based upon a review of facts
readily available to a Portfolio at the time the advance is
proposed to be made, that there is reason to believe that the
Investment Adviser will ultimately be found to be entitled to
indemnification. Any amounts payable by a Portfolio under
this Section 12 shall be satisfied only against the assets of
that Portfolio and not against the assets of any other
Portfolio or any other investment portfolio of the Fund.
The limitations on liability and indemnification
provisions of this Section 12 shall not be applicable to any
losses, claims, damages, liabilities or expenses arising from
the Investment Adviser's rights to a Portfolio's name. The
Investment Adviser shall indemnify and hold harmless the Fund
and each Portfolio for any claims arising from the use of the
term "Robeco" in the names of the Portfolios.
SECTION 13. DURATION AND TERMINATION. This
Agreement shall become effective with respect to each
Portfolio as of the date first above written and, unless
sooner terminated as provided herein, shall continue with
respect to each Portfolio until August 16, 2014. Thereafter,
if not terminated, this Agreement shall continue with respect
to each 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 Fund 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 Fund 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 a Portfolio by the
Fund at any time, without the payment of any penalty, by the
Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio, on 60 days'
prior written notice to the Investment Adviser, or by the
Investment Adviser at any time, without payment of any
penalty, on 60 days' prior written notice to the Fund. 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).
SECTION 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, unless otherwise
permitted by the 1940 Act, no amendment of this Agreement
affecting a Portfolio shall be effective until approved by
vote of the holders of a majority of the outstanding voting
securities of that Portfolio.
SECTION 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.
SECTION 16. NOTICE. All notices hereunder shall
be given in writing and delivered by hand, national overnight
courier, facsimile (provided written confirmation of receipt
is obtained and said notice is sent via first class mail on
the next business day) or mailed by certified mail, return
receipt requested, as follows:
If to the Fund:
The RBB Fund, Inc.
Bellevue Corporate Center
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to the Investment Adviser:
Robeco Investment Management, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
The effective date of any notice shall be (i) the
date such notice is sent if such delivery is effected by hand
or facsimile; (ii) one business day after the date such notice
is sent if such delivery is effected by national overnight
courier; or (iii) the fifth (5th) Business Day after the date
of mailing thereof.
SECTION 17. GOVERNING LAW. This Agreement shall
be governed by and construed and enforced in accordance with
the laws of the State of Delaware without giving effect to the
conflicts of laws principles thereof.
SECTION 18. COUNTERPARTS. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute
one and the same instrument.
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/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
President
ROBECO INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Chief Operating Officer
Senior Managing Director
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
Senior Managing Director
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
LISTING OF FUNDS
Name of Fund
Robeco Boston Partners All-Cap Value Fund
Robeco Boston Partners Global Equity Fund
Robeco Boston Partners International Equity Fund
Robeco Boston Partners Long/Short Equity Fund
Robeco Boston Partners Long/Short Research Fund
Robeco Boston Partners Small Cap Value Fund II
Robeco WPG Small/Micro Cap Value Fund
Dated: July 1, 2013
SCHEDULE B
TO THE
INVESTMENT ADVISORY AGREEMENT
COMPENSATION PAYABLE TO INVESTMENT ADVISER
Name of Portfolio Annual Management Fee
Robeco Boston Partners 0.80%
All-Cap Value Fund
Robeco Boston Partners 0.90%
Global Equity Fund
Robeco Boston Partners 0.90%
International Equity Fund
Robeco Boston Partners 2.25%
Long/Short Equity Fund
Robeco Boston Partners 1.25%
Long/Short Research Fund
Robeco Boston Partners 1.00%
Small Cap Value Fund II
Robeco WPG Small/Micro 0.90% of the
Cap Value Fund Portfolio's
average daily net
assets up to $300
million;0.80% of the
Portfolio's
average daily net
assets of $300
million to $500
million; and
0.75% of the Portfolio's
average daily net
assets in excess of $500 million
Dated: July 1, 2013
EXHIBIT 77Q(1)(e)