Exhibit (d)(23)
November 21, 2005
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")
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, 2006 through December 31, 2006, 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
-----------------------------
Title: COO/CFO
Your signature below acknowledges
acceptance of this Agreement:
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
President
The RBB Fund, Inc.
