EXHIBIT (d)(28)
THE RBB FUND, INC.
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
n/i numeric investors Small Cap Value Fund
WHEREAS, The RBB Fund, Inc. (the "Fund") and Numeric Investors L.P. (the
"Investment Advisor") desire to amend the Investment Advisory Agreement ("the
Agreement") for the n/i numeric investors Small Cap Value Fund (the "Portfolio")
dated November 30, 1998, by and among them under which the Investment Adviser
renders investment advisory service; and
WHEREAS, the Investment Adviser is willing to render such service to the
Fund with respect to the Portfolio;
The parties hereto, intending to be legally bound hereby, agree that the
Agreement is amended as follows:
12. Compensation.
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(a) For the services provided and the expenses assumed pursuant to
the Agreement with respect to the Fund, until January 1, 2001, the Fund will pay
the Investment Adviser from the assets of the Fund and the Investment Adviser
will accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of 0.75% of the Fund's average daily net assets.
(b) After January 1, 2001, the Portfolio will pay the Investment
Adviser from the assets of the Portfolio and the Investment Adviser will accept
as full compensation therefor fees calculated as follows:
(i) There shall be a fee, computed daily and payable monthly, at
the annual rate of 0.85% of the Portfolio's average daily net assets (the "Base
Fee"), provided, however, that if subparagraph (ii) below is applicable, the fee
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shall be calculated pursuant to subparagraph (iii) below.
(ii) After each calendar month, it shall be determined whether
the investment performance of the Portfolio (calculated in accordance with
subparagraph (v) below) has exceeded or lagged the Target (as hereinafter
defined) within the parameters of one of subparagraphs (A) through (E) during
the immediately preceding twelve months:
(A) the investment performance of the Portfolio was equal
to or lagged the Target;
(B) the investment performance of the Portfolio exceeded
the Target by more than 0 but not more than 100 basis points;
(C) the investment performance of the Portfolio exceeded
the Target by more than 100 but not more than 200 basis points;
(D) the investment performance of the Portfolio exceeded
the Target by more than 200 but not more than 300 basis points;
(E) the investment performance of the Portfolio exceeded the
Target by more than 300 but not more than 400 basis points;
(F) the investment performance of the Portfolio exceeded
the Target by more than 400 but not more than 500 basis points;
(G) the investment performance of the Portfolio exceeded
the Target by more than 500 but not more than 600 basis points;
(H) the investment performance of the Portfolio exceeded
the Target by more than 600 but not more than 700 basis points;
(I) the investment performance of the Portfolio exceeded
the Target by more than 700 but not more than 800 basis points;
(J) the investment performance of the Portfolio exceeded
the Target by more than 800 but not more than 900 basis points; or
(K) the investment performance of the Portfolio exceeded
the Target by 900 basis points or more;
(iii) If subparagraph (ii) applies, the rate of the Base Fee
for such calendar month should be adjusted as follows:
(A) If subparagraph (ii)(A) applies, the annual rate of the
Base Fee shall be 0.35%;
(B) If subparagraph (ii)(B) applies, the annual rate of the
Base Fee shall be 0.45%;
(C) If subparagraph (ii)(C) applies, the annual rate of the
Base Fee shall be 0.55%;
(D) If subparagraph (ii)(D) applies, the annual rate of the
Base Fee shall be 0.65%;
(E) If subparagraph (ii)(E) applies, the annual rate of the
Base Fee shall be 0.75%;
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(F) If subparagraph (ii)(F) applies, the annual rate of the
Base Fee shall be 0.85%;
(G) If subparagraph (ii)(G) applies, the annual rate of the
Base Fee shall be 0.95%;
(H) If subparagraph (ii)(H) applies, the annual rate of the
Base Fee shall be 1.05%;
(I) If subparagraph (ii)(I) applies, the annual rate of the
Base Fee shall be 1.15%;
(J) If subparagraph (ii)(J) applies, the annual rate of the
Base Fee shall be 1.25%; or
(K) If subparagraph (ii)(K) applies, the annual rate of the
Base Fee shall be 1.35%.
(iv) The "Target" means the investment record of the Xxxxxxx 2000
Value Index.
(v) The investment record of the Xxxxxxx 2000 Value Index shall
be calculated in accordance with Rule 205-1(b) under the Investment Advisers Act
of 1940, as amended (the "Advisers Act") as such Rule shall be amended from time
to time or any successor regulation. The investment performance of the Fund
shall be calculated in accordance with Rule 205-1(a) under the Advisers Act as
such Rule shall be amended from time to time or any successor regulation.
(c) The fee attributable to the Fund shall be satisfied only against
assets of the Portfolio and not against the assets of any other investment
portfolio of the Company.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their officers designated
below as of ___________, .
THE RBB FUND, INC.
By: __________________________
Its: _________________________
NUMERIC INVESTORS L.P.
By: __________________________
Its: _________________________
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