Schneider Letterhead] December 10, 2008

[Xxxxxxxxx Letterhead]

December 10, 2008

Xxxxxx X. Xxxxx

President

The RBB Fund, Inc.

000 Xxxxxxxx Xxxxxxx

Wilmington, DE 19809

Re: The RBB Fund - Xxxxxxxxx Value Fund (the “Fund”)

Dear Xx. Xxxxx:

By our execution of this letter agreement (this “Agreement”), intending to be legally bound hereby, Xxxxxxxxx Capital Management Company (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:

• .90% 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.

XXXXXXXXX CAPITAL MANAGEMENT COMPANY
By:		/s/ Xxxxx Xxxxxx
Title:		COO/CFO

Your signature below acknowledges acceptance of this Agreement:

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