INVESTMENT ADVISORY AGREEMENT
Boston Partners Market Neutral Fund
AGREEMENT made as of , 1998 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Boston Partners Asset
Management, L.P. (herein called the "Investment Advisor").
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 Advisor to
render certain investment advisory services to the Fund with respect to the
Fund's Boston Partners Market Neutral Fund (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 Fund hereby appoints the Investment
------------
Advisor to act as investment advisor 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.
2. Delivery of Documents. The Fund has furnished the
----------------------
Investment Advisor 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 Advisor and the execution and
delivery of this Agreement;
(b) Each prospectus and statement of additional
information relating to any class of Shares representing interests in the
Portfolio of the Fund in effect under the 1933 Act (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 Advisor 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 Advisor with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Advisor with any amendments of or supplements to
such documents.
3. Management of the Portfolio. Subject to the supervision of
----------------------------
the Board of Directors of the Fund, 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
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Advisor will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the 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 Advisor 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
Advisor agrees to provide to the Fund (or its agents and service providers)
prompt and accurate data with respect to the Portfolio's transactions and, where
not otherwise available, the daily valuation of securities in the Portfolio.
4. Brokerage. Subject to the Investment Advisor's obligation
----------
to obtain best price and execution, the Investment Advisor shall have full
discretion to select brokers or dealers to effect the purchase and sale of
securities. When the Investment Advisor places orders for the purchase or sale
of securities for the Portfolio, in selecting brokers or dealers to execute such
orders, the Investment Advisor 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 Advisor is authorized
to cause the 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 Advisor, provided that the Investment Advisor 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 Advisor's overall responsibilities with respect to accounts as to
which the Investment Advisor exercises investment discretion. The Investment
Advisor may aggregate securities orders so long as the Investment Advisor
adheres to a policy of allocating investment opportunities to the Portfolio
over a period of time on a fair and equitable basis relative to other clients.
In no instance will the Portfolio's securities be purchased from or sold to
the Fund's principal underwriter, the Investment Advisor, or any affiliated
person thereof, except to the extent permitted by SEC exemptive order or by
applicable law.
The Investment Advisor 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 Advisor, 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 Advisor to the
Fund and the Investment Advisor'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.
5. 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 Fund all
records and other information relating to the Fund 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 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 Fund.
6. Services Not Exclusive. The Investment Advisor 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 Advisor 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
Portfolio or the Fund.
Nothing in this Agreement shall limit or restrict the
Investment Advisor or any of its partners, officers, affiliates or employees
from buying, selling or trading in any securities
for its or their own account. The Fund acknowledges that the Investment Advisor
and its partners, 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 the
Portfolio. The Investment Advisor shall have no obligation to acquire for the
Portfolio a position in any investment which the Investment Advisor, its
partners, 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 Advisor 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 Advisor agrees that this Paragraph 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Advisor 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 Advisor under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Advisor agrees that this
Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Advisor arising under federal or state law, including Section
36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall be
interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
7. Books and Records. In compliance with the requirements of
------------------
Rule 31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all
records which it maintains for the Portfolio 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 Advisor 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.
8. 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. The Portfolio shall bear all of its own expenses not
specifically assumed by the Investment Advisor. General expenses of the Fund not
readily identifiable as belonging to a 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 Portfolio shall include, but are not limited to, the
following (or the portfolio's share of the following): (a) the cost (including
brokerage commissions) of securities purchased or sold by the Portfolio and any
losses incurred in connection therewith; (b) fees payable to and expenses
incurred on behalf of
the Portfolio by the Investment Advisor; (c) filing fees and expenses relating
to the registration and qualification of the Fund and the Portfolio's 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 a liability of or claim for damages
or other relief asserted against the Fund or the Portfolio 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
material 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 material
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 a portfolio's 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 preparation, 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 the Fund are allocated to such class.
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 of the Portfolio 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 9 hereof in
the same proportion that its fees bear to the total fees paid by the Fund for
investment advisory services in respect of the Portfolio; 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.
9. Voting. The Investment Advisor shall have the authority to
-------
vote as agent for the Fund, either in person or by proxy, tender and take all
actions incident to the ownership of all securities in which 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.
10. Reservation of Name. The Investment Advisor shall at all
--------------------
times have all rights in and to the Portfolio's name and all investment models
used by or on behalf of the Portfolio. The Investment Advisor may use the
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.
11. Compensation.
-------------
(a) For the services provided and the expenses assumed
pursuant to this Agreement with respect to the Portfolio, the Fund 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 annual rate of 2.25% of the Portfolio's average daily net
assets.
(b) The fee attributable to the Portfolio shall be
satisfied only against assets of the Portfolio and not against the assets of
any other investment portfolio of the Fund.
12. 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 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 Advisor in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement ("disabling conduct").
The Portfolio will indemnify the Investment Advisor 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 Advisor.
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 Advisor 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 Advisor 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 Portfolio nor parties to the
proceeding ("disinterested non-party directors") or (b) an independent legal
counsel in a written opinion. The Investment Advisor shall be entitled to
advances from the 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 Advisor shall provide to the
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
Advisor shall provide a security in form and amount acceptable to the Portfolio
for its undertaking; (b) the 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 the Portfolio at
the time the advance is proposed to be made, that there is reason to believe
that the Investment Advisor will ultimately be found to be entitled to
indemnification. Any amounts payable by the Portfolio under this Section shall
be satisfied only against the assets of the Portfolio and not against the
assets of any other investment portfolio of the Fund.
The limitations on liability and indemnification provisions of
this paragraph 12 shall not be applicable to any losses, claims, damages,
liabilities or expenses arising from the Investment Advisor's rights to the
Portfolio's name. The Investment Advisor shall indemnify and hold harmless the
Fund and the Portfolio for any claims arising from the use of the term "Boston
Partners" in the name of the Portfolio.
13. Duration and Termination. This Agreement shall become
-------------------------
effective with respect to the Portfolio upon approval of this Agreement by vote
of a majority of the outstanding voting securities of the Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to the
Portfolio until August 16, ______. 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 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 the
------------------
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 Advisor, or by the Investment Advisor 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).
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.
16. Change in Membership. The Investment Advisor shall notify
---------------------
the Fund of any change in its membership within a reasonable time after such
change.
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.
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:
---------------------------------
BOSTON PARTNERS ASSET
MANAGEMENT, L.P., by BOSTON
PARTNERS, INC., its General
Partner
By:
---------------------------------