Bogle Letterhead] October 13, 2008

[Xxxxx Letterhead]

October 13, 2008

Xxxxxx X. Xxxxx

President

The RBB Fund, Inc.

000 Xxxxxxxx Xxxxxxx

Wilmington, DE 19809

Re: The RBB Fund, Inc. - Xxxxx Investment Management Small Cap Growth Fund (the “Fund”)

Dear Xx. Xxxxx:

By our execution of this letter agreement (this “Agreement”), Xxxxx Investment Management, L.P. (the “Adviser”) agrees that in order to improve the performance of the Fund, the Adviser shall, from January 1, 2009 through December 31, 2009, 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 1.25% of the Institutional Class of the Fund’s average daily net assets and 1.35% of the Investor Class 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.

XXXXX INVESTMENT MANAGEMENT, L.P.
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx, Xx.
Title:		President, Xxxxx Investment Management, L.P.

Your signature below acknowledges acceptance of this Agreement:

By:		/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx
		President
		The RBB Fund, Inc.