Abbey Capital Ltd., 1-2 Cavendish Row, Dublin1, Ireland Tel: +353 1 828 0400 Email: info@abbeycapital.com Fax: +353 1 828 0499 Web: www.abbeycapital.com

Exhibit (d)(12)

Abbey Capital Ltd., 0-0 Xxxxxxxxx Xxx, Xxxxxx0, Xxxxxxx

Tel: x000 0 000 0000       Email: xxxx@xxxxxxxxxxxx.xxx

Fax: x000 0 000 0000      Web:    xxx.xxxxxxxxxxxx.xxx

April 10, 2017

Xxxxxxxxx Xxxx

President

The RBB Fund, Inc.

000 Xxxxxxxx Xxxxxxx

Wilmington, DE 19809

Re: The RBB Fund, Inc. - Abbey Capital Futures Strategy Fund (the “Fund”)

Dear Xx. Xxxx:

By our execution of this letter agreement (this “Agreement”), Abbey Capital Limited (the “Adviser”) agrees that in order to improve the performance of the Fund, the Adviser shall, from April 10, 2017 through April 30, 2018, waive all or a portion of its investment advisory fees and/or reimburse expenses (other than acquired fund fees and expenses, 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 acquired fund fees and expenses, brokerage commissions, extraordinary items, interest and taxes) exceed a total operating expense ratio (other than brokerage commissions, extraordinary items, interest and taxes) of 1.79% of the Class I Shares  average daily net assets, 2.04% of the Class A Shares  average daily net assets,  2.79% of the Class C Shares average daily net assets and 2.04% of the Class T Shares average daily net assets.

If at any time the total annual fund operating expenses for a year are less than 1.79% of the Class I Shares  average daily net assets, 2.04% of the Class A Shares average daily net assets, 2.79% of the Class C Shares average daily net assets, or 2.04% of the Class T Shares average daily net assets the Adviser shall be entitled to reimbursement by the Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund pursuant to this Agreement within three years from the date on which such waiver or reimbursement was made by the Adviser if such reimbursement by the Fund does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.  The total amount of reimbursement to which the Adviser may be entitled (the “Reimbursement Amount”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to this Agreement, less any reimbursement previously paid by the Fund to the Adviser, with respect to such waivers, reductions, and payments.  The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

ABBEY CAPITAL LIMITED

By:

Name:

Title:

Your signature below acknowledges

acceptance of this Agreement:

By:

Xxxxxxxxx Xxxx

President

The RBB Fund, Inc.

Directors: Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx XxXxxxxx (US)

Limited liability company incorporated in Ireland. Registered Number 327102

Abbey Capital Limited is regulated by the Central Bank of Ireland