Exhibit (d)(45)
April __, 2005
Xxxxxx X. Xxxxx
President
The RBB Fund, Inc.
Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: ROBECO INVESTMENT 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, Xxxxx, Xxxx
& Xxxxx Investments (the "Adviser") agrees that in order to maintain the
established expense ratios of the Robeco Investment Funds, which is comprised of
the Robeco WPG Core Bond, Large Cap Growth, and Tudor Funds (each a "Fund"), of
The RBB Fund, Inc., the Adviser shall, until further notice, but in no event
terminating before April 30, 2006, 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 0.43%, 1.40%, and 1.70%, of the
average daily net assets of the Institutional Class of the Core Bond, Large Cap
Growth, and Tudor Funds, respectively, and 0.53% of the average daily net assets
of the Investor Class of the Core Bond Fund.
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.
XXXXX, XXXX & XXXXX INVESTMENTS
By: XXXXX, XXXX & XXXXX INVESTMENTS
The Class A General Partner
By:
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Xxxxxxx X. Xxxxx, President
Your signature below acknowledges acceptance of this Agreement:
By:
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Xxxxxx X. Xxxxx
President and Treasurer
The RBB Fund, Inc.
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