Contractual Fee Waiver Agreement
Scotia Institutional Asset Management US, Ltd. Letterhead
March 21, 2014
Xxxxxxxxx Xxxx
President
The RBB Fund, Inc.
Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Re:Dynamic U.S. Growth Fund
Dear Xx. Xxxx:
By our execution of this letter agreement (the "Agreement"), intending
to be legally bound hereby and effective as of the date noted above,
Scotia Institutional Asset Management US, Ltd. ("SIAM") agrees that in
order to maintain the established expense ratio of the Dynamic U.S.
Growth Fund (the "Fund") of The RBB Fund, Inc. (the "Company"), SIAM
shall, until further notice, but in no event terminating before
December 31, 2015, waive all or a portion of its investment advisory
fees and/or reimburse expenses (other than taxes, extraordinary
expenses, brokerage commissions, interest and any other items as
agreed upon by both parties from time to time) in an aggregate amount
equal to the amount by which the Fund's total annual fund operating
expenses for each of its Institutional Class, Class I and Class II
shares (other than taxes, extraordinary expenses, brokerage
commissions, interest and any other items as agreed upon by both
parties from time to time) exceeds a total annual fund operating
expense ratio (other than taxes, extraordinary expenses, brokerage
commissions, interest and any other items as agreed upon by both
parties from time to time) of:
* 0.74% of the average daily net assets attributable to the
Fund's Institutional Class Shares;
* 0.84% of the average daily net assets attributable to the
Fund's Class I shares; and
* 0.99% of the average daily net assets attributable to the
Fund's Class II shares.
The Company agrees to carry forward, for a period not to exceed three
(3) years from the date on which a waiver or reimbursement is made by
SIAM, any fees or expenses in excess of the applicable expense
limitation that are waived, reimbursed or assumed by SIAM under this
Agreement ("Excess Fees and Expenses") and to repay SIAM in the amount
of such Excess Fees and Expenses as set out in this Agreement. Such
repayment will be made as promptly as possible, but only to the extent
that it does not cause the fees and expenses for any year to exceed
the applicable expense limitation that was in effect at the time of
the waiver or reimbursement. If this Agreement is terminated by the
Company, the Company agrees to repay to SIAM in accordance with this
Agreement any Excess Fees and Expenses not previously repaid and,
subject to the Investment Company Act of 1940, such repayment will be
made not later than thirty (30) days after the termination of this
Agreement and without regard to any expense limitation.
SCOTIA INSTITUTIONAL ASSET MANAGEMENT US, LTD.
By: /s/ Xxxxx Xxxxx_
Name:Xxxxx Xxxxx
Title: President
Your signature below acknowledges
acceptance of this Agreement:
By:/s/ Xxxxxxxxx Xxxx
Xxxxxxxxx Xxxx
President
The RBB Fund, Inc.
