EXHIBIT (h)(57)
SOLICITATION AGREEMENT
----------------------
This document will constitute the agreement between N/I NUMERIC INVESTORS FAMILY
OF FUNDS investment portfolios of the RBB Fund, Inc. (the "Fund") c/o PFPC Inc.
with its principal executive offices at Bellevue Corporate Center, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and SHAREHOLDER COMMUNICATIONS CORPORATION
("SCC"), with its principal executive offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, relating to the solicitation of proxies for the 1999 Special Meeting of
Shareholders.
The services to be provided by SCC will be as follows:
(1) INDIVIDUAL HOLDERS OF RECORD
----------------------------
A. Targeting. SCC has analyzed the share range profile of the Fund and
---------
believes that it can produce the required vote totals by limiting its
telephone solicitation efforts to the largest shareholders.
B. Lookups. SCC will obtain the needed telephone numbers from
-------
information operators and various types of telephone directories.
C. Initial Telephone Solicitation. SCC will begin telephone calls to
------------------------------
target holders as soon as practical. Most calls will be made during
the hours of 9:00 A.M. to 9:00 P.M. period on business days and during
the hours of 12:00 P.M. to 6:00 P.M. period on Saturdays. SCC will
--------
not call any shareholder after 9:00 P.M. on any day, in any time zone.
---------------------------------------------------------------------
SCC will not contact known retirement community zip code ranges after
5:00 P.M.
D. Remails. SCC will coordinate with the Fund's mailing/tabulating
-------
vendor the remailing of proxy materials to shareholders who advise us
that they have discarded or misplaced the originally mailed materials.
E. Reminder/Adjournment Mailing. SCC will help to coordinate any broad-
----------------------------
based reminder or adjournment mailing upon consultation with the Fund.
F. Voting Reports. SCC will rely upon the tabulator for accurate and
--------------
timely information as to voting by account.
(2) BANK/BROKER SERVICING (if applicable)
---------------------
A. SCC will contact all banks, brokers and other nominee shareholders
("intermediaries") holding stock as shown on appropriate portions of
the Fund's shareholder lists to ascertain quantities of proxy
materials needed for forwarding to beneficial owners.
B. SCC will deliver proxy materials by messenger to New York City based
intermediaries and by Federal Express or other means to non-New York
City based intermediaries to insure receipt of the proxy materials and
to confirm timely remailing of materials to the beneficial owners.
C. SCC will maintain frequent contact with intermediaries to monitor
shareholder response and to insure that all liaison procedures are
proceeding satisfactorily and will exert every effort to maximize the
vote count. In addition, SCC will contact beneficial holders directly,
if possible and do whatever solicitation SCC may deem appropriate or
necessary with respect to this group.
D. SCC will deliver street proxies to the tabulator in time to be counted
at the shareholder meeting.
(3) PROJECT FEE (SCC only)
-----------
In consideration for SCC acting as proxy solicitor, the Fund will pay to
SCC a project fee of $5,000.
(4) ESTIMATED EXPENSES (SCC only)
------------------
The Fund will reimburse SCC for any expenses incurred by SCC in connection
with the services provided to the Fund herein. The expenses as outlined are
estimated and the estimates are based largely on the information provided
to SCC by the Fund. In the course of the solicitation, the expenses and
expense categories may change. In the event of significant change or new
expenses not originally contemplated, SCC will notify an officer(s) of the
Fund either by phone and/or by letter for prior written approval of such
expenses. SCC expense estimates do not include invoices received from ADP,
brokers and banks in connection with forwarding material to underlying
beneficial shareholders, which invoices will be paid by the Fund.
ESTIMATED EXPENSES* Low Range High Range
------------------- --------- ----------
Data Handling and Preparation
Telephone # Lookup - Computer Match & Information
Operators (blended rate)
3,675 to 4,750 @ $.25................................ $ 918.75 $1,187.507
Duplicate Account Consolidation - householding
3,675 to 4,750 @ $.10........................................... 367.50 475.00
Voted data (daily match - one time charge)
3,675 to 4,750 @ $.10........................................... 367.50 475.00
Telephone Solicitation
Outgoing and Incoming Telephone Calls (line charges included)
1,425 to 1,900 @ $3.00.......................................... 4,275.00 5,700.00
TeleVotes(TM) (registered & beneficial accounts)
665 to 800 @ $5.00.............................................. 3,325.00 4,000.00
**TeleVote(TM) Confirmations (registered accounts only)
665 to 800 @ $.65............................................... 432.25 520.00
Miscellaneous - FedEx, fax, data processing, street search,
messengers and select remails................................... 150.00 500.00
Total Estimated Expenses................................... $9,836.00 12,857.50
========= =========
* SCC reserves the right to interchange budget categories as solicitation
conditions dictate.
** Does not include ADP's tabulation/confirmation charge for beneficial
TeleVotes
(5) GUARANTEES
----------
A. SCC will be able to utilize its telephone voting program for
registered and beneficial accounts.
B. In the event opposition in the form of negative and abstain votes,
combined, exceeds 13% of the outstanding shares, SCC will not be bound
by a guarantee to deliver the vote for the Fund, but SCC will do
everything possible to deliver the vote.
C. SCC bases its ability to deliver the vote on historical evidence of
voting trends displayed by mutual funds shareholders, when contacted
and reminded to vote. SCC does not use pressure solicitation tactics
and will not change negative and/or abstention votes unless authorized
to do so by the Fund. Further, SCC will not advise a shareholder how
to vote other than to reiterate the content or recommendation (if any)
that is contained in the proxy statement.
(6) PAYMENT
-------
Payment for one half the project fee ($2,500.00) and one half the low range
estimated expenses ($4,918.00) for a total of $7,418.00 will be made upon
the signing of this Agreement. The balance will be due thirty days after
SCC sends its final accounting and invoice.
(7) MISCELLANEOUS
-------------
A. The Fund will forward to SCC and receive approval from SCC on all
documents prepared by the Fund which mention SCC or the services to be
rendered by SCC.
B. SCC agrees to maintain in confidence all non-public information
acquired from the Fund relating to the transactions described herein,
including, but not limited to, the shareholder lists and data
contained therein. SCC will not sell or otherwise market the names of
shareholders provided to SCC in the course of the solicitation nor use
such names or other confidential information for any purpose other
than in accordance with its duties hereunder.
C. The Fund agrees to furnish to SCC shareholder lists in a form
requested by SCC and proxy statements and other solicitation materials
prepared for the Fund in such quantities and on a delivery date as
requested by SCC.
D. In the event the project is terminated by the Fund or deferred for an
indefinite period of time after the signing of this contract and
before the meeting date, SCC will be reimbursed by the Fund for
expenses incurred to the date of such termination or deferral pursuant
to Section 4, and not less than 100% of the project fee, except
however, that if the solicitation is stopped before the proxies are
mailed, the Fund shall only reimburse SCC for actual expenses, and no
portion of the project fee shall be due.
E. The Fund agrees to indemnify and hold harmless SCC and its
stockholders, officers, directors, employees, agents and affiliates
against any and all claims, costs, damages, liabilities, judgments and
expenses, including the fees, costs and expenses of counsel retained
by SCC ("Losses"), which result from claims, actions, suits,
subpoenas, demands or other proceedings brought against or involving
SCC which directly relate to or arise out of SCC's performance of the
Services (except for costs, damages, liabilities, judgments or
expenses which shall have been determined by a court of law pursuant
to a final and nonappealable judgment to have directly resulted from
SCC's gross negligence or intentional misconduct. SCC agrees to
indemnify and hold harmless the Fund and its
stockholders, officers, directors, employees, agents and affiliates
against any and all Losses, which result from claims, actions, suits,
subpoenas, demands or other proceedings brought against or involving
any of them which directly relate to or arise out of SCC's gross
negligence or intentional misconduct. In addition, the prevailing
party shall be entitled to reasonable attorneys' fees and court costs
in any action between the parties to enforce the provisions of this
Agreement, including the indemnification rights contained in this
paragraph. The indemnity obligations set forth in this shall survive
the termination of this Agreement.
F. This Agreement shall be governed and construed in accordance with New
York law and the parties acknowledge that performance of this
Agreement will be in New York, New York, and each party hereby
consents to jurisdiction in the state courts of New York. This
Agreement may not be assigned by SCC. This Agreement sets forth the
entire understanding between the parties hereto as to the subject
matter herein, and no amendment or modification of the terms of this
Agreement may be made except in writing, signed by the Fund and SCC.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT this 6th day of
October, 1999.
THE RBB FUND, INC. SHAREHOLDER COMMUNICATIONS
CORPORATION
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇▇ ▇. Hee
----------------------------- --------------------
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. Hee
Treasurer Vice President