Exhibit (d)(39)
[Xxxxxxxxx Letterhead]
December 14, 2004
Xxxxxx X. Xxxxx
President
The RBB Fund, Inc.
Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Re: The RBB Fund, Inc.
Xxxxxxxxx Small Cap Value Fund (the "Fund")
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Dear Xx. Xxxxx:
By our execution of this letter agreement (this "Agreement"), intending to
be legally bound hereby, Xxxxxxxxx Capital Management Company (the "Adviser")
agrees that in order to improve the performance of the Fund, the Adviser shall,
from January 1, 2005 through December 31, 2005, waive all or a portion of its
investment advisory fees and/or reimburse expenses (other than brokerage
commissions, extraordinary items, interest and taxes) in an aggregate amount
equal to the amount by which the Fund's total operating expenses (other than
brokerage commissions, extraordinary items, interest and taxes) exceed a total
operating expense ratio (other than brokerage commissions, extraordinary items,
interest and taxes) of 1.10% of the Fund's average daily net assets.
The Adviser acknowledges that (1) it shall not be entitled to collect on or
make a claim for waived fees at any time in the future, and (2) it shall not be
entitled to collect on or make a claim for reimbursed Fund expenses at any time
in the future.
XXXXXXXXX CAPITAL MANAGEMENT COMPANY
By: /s/ Xxxxxx Xxxxxx
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Title: COO/CFO
Your signature below acknowledges acceptance of this Agreement:
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
The RBB Fund, Inc.
