0001104659-14-088321 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 23rd, 2014 • RBB Fund Inc • Delaware

THIS AGREEMENT is made and entered into as of this 31st day of October, 2014, by and between The RBB Fund, Inc. a Maryland corporation(the “Client”) and Foreside Funds Distributors LLC, a Delaware limited liability company (the “Distributor”).

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Bogle Letterhead] December 31, 2014
Investment Advisory Fee Waiver Agreement • December 23rd, 2014 • RBB Fund Inc
Robeco Letterhead] December 31, 2014
Expense Ratio Agreement • December 23rd, 2014 • RBB Fund Inc
FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 23rd, 2014 • RBB Fund Inc

This First Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of October 31, 2014, by and between RBB Fund, Inc. (the “Client”), a Maryland corporation, and Foreside Funds Distributors, LLC, a Delaware limited liability company (“Foreside”), is entered into as of November 7, 2014 (the “Effective Date”).

S1 Letterhead] December 31, 2014
Investment Advisory Fee Waiver Agreement • December 23rd, 2014 • RBB Fund Inc
June 30, 2014
Investment Advisory Fee Waiver Agreement • December 23rd, 2014 • RBB Fund Inc
Schneider Letterhead] December 31, 2014
Fee Waiver Agreement • December 23rd, 2014 • RBB Fund Inc
Matson Money Letterhead] December 31, 2014
Investment Advisory Agreement • December 23rd, 2014 • RBB Fund Inc
Summit Global Investments, LLC Letterhead] December 31, 2014
Investment Advisory Fee Waiver Agreement • December 23rd, 2014 • RBB Fund Inc
Salvatore Faia President The RBB Fund, Inc. Bellevue Park Corporate Center Wilmington, DE 19809 Re: Scotia Dynamic U.S. Growth Fund Dear Mr. Faia:
Expense Management Agreement • December 23rd, 2014 • RBB Fund Inc

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 Scotia 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 fun

October 15, 2014 Salvatore Faia President The RBB Fund, Inc.
Fee Waiver Agreement • December 23rd, 2014 • RBB Fund Inc
Schneider Letterhead] December 31, 2014
Fee Waiver Agreement • December 23rd, 2014 • RBB Fund Inc
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