Exhibit (d)(38)
[Boston Partners Letterhead]
December 12, 2003
Xxxxxx X. Xxxxx
President
The RBB Fund, Inc.
Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: BOSTON PARTNERS FAMILY OF FUNDS
Dear Xx. Xxxxx:
By our execution of this letter agreement (the "Agreement"), intending to
be legally bound hereby and effective as of the date noted above, Boston
Partners Asset Management, L.P. (the "Adviser") agrees that in order to maintain
the established expense ratios of the Boston Partners Family of Funds, which is
comprised of the Large Cap Value, Mid Cap Value, Small Cap Value II, All Cap
Value and Long/Short Equity Funds (each a "Fund"), of The RBB Fund, Inc., the
Adviser shall, until further notice, but in no event terminating before December
31, 2005, waive all or a portion of its investment advisory fees and/or
reimburse expenses (other than brokerage commissions, extraordinary items,
interest, taxes and any other items as agreed upon by both parties from time to
time) in an aggregate amount equal to the amount by which a Fund's total
operating expenses (other than brokerage commissions, extraordinary items,
interest, taxes and any other items as agreed upon by both parties from time to
time) exceeds a total operating expense ratio (other than brokerage commissions,
extraordinary items, interest, taxes and any other items as agreed upon by both
parties from time to time) of 1.25%, 1.25%, 1.80%, 1.50% and 2.75% (excluding
short sale dividend expense) of the average daily net assets of the Investor
Class of the Large Cap Value, Mid Cap Value, Small Cap Value II, All Cap Value
and Long/Short Equity Funds, respectively, and 1.00%, 1.00%, 1.55%, 1.25% and
2.50% (excluding short sale dividend expense) of the average daily net assets of
the Institutional Class of the Large Cap Value, Mid Cap Value, Small Cap Value
II, All Cap Value and Long/Short Equity Funds, respectively.
Except to the extent of questions arising over miscalculated fees or a good
faith dispute over the excluded categories described above, 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.
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: BPAM (GP), LLC
The Class A General Partner
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx, Treasurer
Your signature below acknowledges
acceptance of this Agreement:
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
President and Treasurer
The RBB Fund, Inc.
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